Bezant Resources Plc
(Company Registration Number 02918391)
Annual Report
and
Financial Statements
For the year ended 31 December 2021
Contents
Corporate directory
Chairman’s statement
Board of directors
Strategic report
Directors’ report
Corporate governance
Independent auditor’s report
Consolidated statement of profit and loss
Consolidated statement of other comprehensive income
Consolidated statement of changes in equity
Company statement of changes in equity
Consolidated and Company balance sheets
Consolidated and Company statements of cash flows
Page
3
4 - 5
6 - 9
10 - 13
14 - 22
23 - 28
29 - 38
39
40
41
42
43
44
Notes to the financial statements
45 - 68
Corporate directory
Directors:
Secretary:
C Bird
E Kirby
R Siapno
R Samtani
E Slowey
Executive Chairman
Non-Executive Director
Non-Executive Director
Finance Director
Technical Director
York Place Company Secretaries Limited
Ground Floor
32 Park Cross Street
Leeds
West Yorkshire, LS1 2QH
Registered office:
Floor 6, Quadrant House
4 Thomas More Square
London, E1W 1YW
Registered number:
02918391 (England & Wales)
Nominated adviser:
Beaumont Cornish Limited
Building 3, 566 Chiswick High Road
London, W4 5YA
Broker:
Solicitors:
Auditors:
Registrars:
Bankers:
Novum Securities Limited
8-10 Grosvenor Gardens
London, SW1W 0DH
Joelson JD LLP
30 Portland Place
London, W1B 1LZ
UHY Hacker Young LLP
Quadrant House
4 Thomas More Square
London, E1W 1YW
Link Market Services Limited
34 Beckenham Road
Beckenham
Kent, BR3 4TU
National Westminster Bank Plc
66 High Street
Maidenhead
Berks, SL6 1QA
National Australia Bank
Capital Office, Ground Floor
100 St Georges Terrace
Perth
Western Australia 6000
3
Chairman’s Statement
For the year ended 31 December 2021
Dear Shareholder,
We have made good progress during the year under review with all our projects and the
Board is of the opinion that we have a strong portfolio of projects in the right commodities
and the African focus will be good for our ambitions and shareholders.
During the year under review and currently, the project, which continues to grow and excite
is the Hope and Gorob copper and gold project in Namibia. When we acquired the project,
we had a substantial database that concluded that the project had good copper and gold
grade and could potentially support a small mining operation for at least 10 years. We have
now integrated all the data and carried out further near-surface drilling and believe that the
project is of significantly more value than previously considered. A number of conclusions
were drawn by past operators, which in fact turned out to be extremely unreliable. For
example, the prognosis that little ore existed above 150m, has proved to be invalid and our
drilling has to date identified similar grades as experienced below 150m, within 25m of
surface. We have also identified gold in the Gorob section and at this time suspect that a
separate gold horizon may exist, notwithstanding the significant gold influence of copper
grades.
We will be submitting a mining licence as previously indicated and intend to test the 17km
of potential strike to determine just how large a deposit exists.
The manganese project in Botswana has made satisfactory progress and after several
campaigns, we have identified a suitable target for test drilling. The intention of the drilling
programme will be to test for battery grade manganese in sufficient quantities to justify a
mining development.
The Mankayan project has now been monetised in the form of an arrangement with a group
called IDM International Ltd in Australia whose management team has operating experience
in the Philippines and has good corporate experience of developing projects. The
opportunity exists for development for onward sale or for a dedicated IPO – all of which will
be considered during the second half of this year. We have retained 27.5 % of our interest
in the project and, I look forward to assisting the new owners with their endeavours going
forward and hope to report a favourable outcome before end of the year.
Argentina’s COVID situation in 2021 discouraged prospective investors from visiting
Argentina but now that Foreign Nationals are permitted to visit Argentina the Company
intends to focus on securing a joint venture partner and or conducting exploration on the
Eureka project
In light of technical and regulatory issues related to the Kalengwa project the Company has
with the agreement of its partners agreed to pause work on this project pending resolution
of these issues and accordingly has decided with effect from 31 December 2021 to make a
full provision against its investment in the Kalengwa project.
Whilst the world’s stock markets are extremely volatile some major mining companies like
Glencore are performing extremely well, the converse is the case for the smaller companies
in the resource sector. I believe this disconnect is an unusual phenomena and is
unsustainable. The demand for all metals have never been so strong and the accompanying
forecasts suggest that the strength will continue through this decade.
4
Chairman’s Statement
For the year ended 31 December 2021
The board strongly believe that junior resource companies with good mineable deposits will
be in much demand in the short to midterm and as such we remain committed to our mission,
with Hope and Gorob leading our endeavours.
I would like to thank my fellow directors and management for their endeavours through the
year under review and their ongoing support in the year to date. We look forward to
enhancing the value of our portfolio during the coming year and beyond, always being
responsive to new opportunities that present themselves or that we can engineer.
Mr Colin Bird
Executive Chairman
30 June 2022
5
Board of directors
For the year ended 31 December 2021
Mr Colin Bird (Executive Chairman) (Appointed 2 March 2018)
Experience and Expertise
Mr Bird, aged 78, joined the board in March 2018, replacing Mr Ed Nealon as Chairman,
following a review of Bezant’s portfolio and a strategic investment in the Company
undertaken in February 2018 by himself as a private individual and also via Tiger Resource
Finance Plc, of which he is Chairman.
Colin is a chartered mining engineer with multi commodity mine management experience in
Africa, Spain, Latin America and the Middle East. He has been the prime mover in a number
of public company listings in the UK, Canada and South Africa. His most notable
achievement was founding Kiwara Resources Plc and selling its prime asset, a copper
property in Northern Zambia, to First Quantum Minerals for US$260 million in November
2009.
Other current directorships
Includes African Pioneer Plc, Bird Leisure and Admin (Pty) Ltd, Braemore Resources Ltd,
Camel Valley Holdings Inc, Crocus-Serv Resources (Pty) Ltd, Dullstroom Plats (Pty) Ltd ,
Enviro Mining Ltd , Enviro Processing Ltd, Enviro Props Ltd, Galagen (Pty) Ltd, Galileo
Resources Plc, Galileo Resources South Africa (Pty) Ltd, Glenover Phosphate (Pty) Ltd,
Holyrood Platinum (Pty) Ltd, Kendrick Resources Plc, Kabwe Operations Mauritius, Lion
Mining Finance Ltd, Maude Mining & Exploration (Pty) Ltd, Mitte Resources Investment Ltd,
New Age Metals Inc, NewPlats (Tjate) (Pty) Ltd, Newmarket Holdings, Revelo Resources
Corp, Sandown Holdings , Shamrock Holdings Inc.,Tiger Resource Finance Plc, Tjate
Platinum Corporation (Pty) Ltd, Umhlanga Lighthouse Café CC, Windsor Platinum
Investments (Pty) Ltd, Windsor SA Pty Ltd ,Virgo Business Solutions (Pty) Ltd and Xtract
Resources Plc.
Former directorships in the last 5 years
1 Tara Bar and Restaurant CC, Add X Trading 810 CC, Afminco (Pty) Ltd, Dialyn Café CC,
Emanual Mining and Exploration (Pty) Ltd, Europa Metals Ltd, Isigidi Trading 413 CC,
Jubilee Metals Group Plc,,Jubilee Smelting & Refining (Pty) Ltd, Jubilee Tailings Treatment
Company (Pty) Ltd , M.I.T. Ventures Group, Mokopane Mining & Exploration (Pty) Ltd, NDN
Properties CC, Orogen Gold Plc, Pilanesberg Mining Co (Pty) Ltd, Pioneer Coal (Pty) Ltd,
PowerAlt (Pty) Ltd, SacOil Holdings Ltd and Sovereign Energy Plc, Thos Begbie Holdings
(Pty) Ltd)
Special responsibilities
Executive Chairman of the Board/Remuneration Committee and member of the Audit
Committee.
Interests in shares and options
168,125,655 ordinary shares in the capital of the Company.
5,555,555 warrants with each warrant giving the right to subscribe for a new ordinary share
at a price of one pence per share which expired on 6 September 2020.
31,250,000 warrants expiring on 26 June 2022 which give the right to subscribe for ordinary
shares at a price of 0.16p per share.
15,625,000 warrants expiring on 14 September 2022 which give the right to subscribe for
ordinary shares at a price of 0.16p per share.
6
Board of directors (continued)
For the year ended 31 December 2021
30,769,231 warrants expiring on 4 November 2024 which give the right to subscribe for
ordinary shares at a price of 0.25p per share.
The following options over ordinary shares in the Company which all expire 21 June 2028
15,000,000 at an exercise price of 0.5 pence.
12,500,000 at an exercise price of 1 pence.
24,000,000 at an exercise price of 0.425 pence per share.
24,000,000 at an exercise price of 0.564 pence per share.
Dr. Evan Kirby (Non-Executive Director) (Appointed 4 December 2008)
Experience and Expertise
Dr Kirby, aged 71, is a metallurgist with over 40 years’ of international involvement. He
worked initially in South Africa for Impala Platinum, Rand Mines and then Rustenburg
Platinum Mines. Then in 1992, he moved to Australia to work for Minproc Engineers and
then Bechtel Corporation. After leaving Bechtel in 2002, he established his own consulting
company to continue with his ongoing mining project involvement. Evan’s personal “hands
on” experience covers the financial, technical, engineering and environmental issues
associated with a wide range of mining and processing projects.
Other current directorships
Technical director of Jubilee Metals Group PLC (Aim listed), Non-executive director of
Europa Metals Ltd (listed on AIM and AltX of the JSE) and Kendrick Resources Plc (listed
on standard market of the London Stock Exchange) , and Director of private company,
Metallurgical Management Services Pty Ltd.
Former directorships in the last 5 years
Balma Resources Pty Ltd, New Energy Minerals Limited (formerly Mustang Resources
Limited and ASX listed), Nyota Minerals Limited (listed on AIM and ASX), Nyota Minerals
(UK) Limited and Kefi Minerals (Ethiopia) Limited (formerly named Nyota Minerals (Ethiopia)
Limited).
Special responsibilities
Chairman of the Audit Committee and member of the Remuneration Committee.
Interests in shares and options
7,479,374 fully paid ordinary shares in Bezant Resources Plc.
The following options over ordinary shares in in the Company which all expire 21 June 2028
5,000,000 at an exercise price of 0.5 pence.
2,500,000 at an exercise price of 1 pence.
10,000,000 at an exercise price of 0.425 pence per share.
10,000,000 at an exercise price of 0.564 pence per share.
7
Board of directors (continued)
For the year ended 31 December 2021
Mr Ronnie Siapno (Non-Executive Director) (Appointed 25 October 2007)
Experience and Expertise
Mr Siapno, aged 58 graduated from the Saint Louis University in the Philippines in 1986 with
a Bachelor of Science degree in Mining Engineering and is a lifetime member of the
Philippine Society of Mining Engineers. Since graduation, he has held various consulting
positions such as Mine Planning Engineer to Benguet Exploration Inc., Mine Production
Engineer to Pacific Chrome International Inc., Exploration Engineer to both Portman Mining
Philippines Inc. and Phoenix Resources Philippines Inc. and Geotechnical Engineer to
Pacific Falkon Philippines Inc.
Other current directorships
President of Crescent Mining and Development Corporation and Director of Bezant Holdings
Inc. Non-Executive President and Director of Cleangrean Solutions, Inc.
Former directorships in the last 5 years
Former director of Asean Copper Investment Ltd.
Special responsibilities
Remuneration Committee.
Interests in shares and options
1,333,334 fully paid ordinary shares in Bezant Resources Plc.
The following options over ordinary shares in in the Company which all expire 21 June 2028
7,500,000 at an exercise price of 0.5 pence per share.
5,000,000 at an exercise price of 1 pence per share.
5,000,000 at an exercise price of 0.425 pence per share.
5,000,000 at an exercise price of 0.564 pence per share.
Mr Raju Samtani (appointed 26 October 2020)
Experience and Expertise
Mr. Samtani, aged 53, is an Associate Chartered Management Accountant, and is Finance
Director of the AIM-listed Tiger Royalties and Investments Plc. Mr. Samtani’s previous
experience includes his position as founder shareholder and Finance Director of Kiwara Plc
which was acquired by First Quantum Minerals Ltd in January 2010. Earlier in his career he
spent three years as Group Financial Controller at marketing services agency - WTS Group
Limited, where he was appointed by the Virgin Group to oversee their investment in the WTS
Group Ltd.
Other current directorships
Tiger Royalties and Investments Plc
Myning Ventures Ltd
African Pioneer Plc
Former directorships in the last 5 years
None
Special responsibilities
Mr. Samtani is the Company’s Finance Director and member of the Audit Committee.
8
Board of directors (continued)
For the year ended 31 December 2021
Interests in shares and options
48,611,111 fully paid ordinary shares in Bezant Resources Plc.
37,500,000 warrants expiring on 26 June 2022 which give the right to subscribe for ordinary
shares at a price of 0.16p per share.
The following options over ordinary shares in in the Company which all expire 21 June 2028
20,000,000 at an exercise price of 0.425 pence per share.
20,000,000 at an exercise price of 0.564 pence per share.
Mr Edward Slowey (appointed 26 October 2020)
Experience and Expertise
Mr. Slowey, aged 71, holds a BSc degree in Geology from the National University of Ireland
and is a founder member of The Institute of Geology of Ireland. Mr. Slowey has more than
40 years' experience in mineral exploration, mining and project management including
working as a mine geologist at Europe's largest zinc mine in Navan, Ireland and was
exploration manager for Rio Tinto in Ireland for more than a decade, which led to the
discovery of the Cavanacaw gold deposit. Mr. Slowey is an experienced exploration
geologist, having worked in Africa, Europe, America and the FSU and his experience
includes joint venture negotiation, exploration programme planning and management
through to feasibility study implementation for a variety of commodities. As a professional
consultant, Mr. Slowey's work has included completion of CPR's and 43-101 technical
reports for international stock exchange listings and fundraising, while also undertaking
assignments for the World Bank and European Union bodies. Mr. Slowey has also served
as director of several private and public companies, including the role of CEO and Technical
Director at AIM-listed Orogen Gold Plc which discovered the Mutsk gold deposit in Armenia.
Other current directorships
Silver Investments Limited
Galileo Resources plc
St Vincent Minerals US Inc
Camel Valley Holdings Inc
Crocus-Serv Resources Pty Ltd
Virgo Business Solutions Pty Ltd
St Vincent Minerals Inc
Fulcrum Metals Ltd
Former directorships in the last 5 years
None
Special responsibilities
Mr. Slowey is the Company’s Technical Director with oversight over the Company’s
projects.
Interests in shares and options
Mr Slowey does not currently hold any shares, or warrants in the Company.
The following options over ordinary shares in in the Company which all expire 21 June 2028
20,000,000 at an exercise price of 0.425 pence per share.
20,000,000 at an exercise price of 0.564 pence per share.
9
Strategic report
For the year ended 31 December 2021
Principal activity
The Company is registered in England and Wales, having been first incorporated on 13 April
1994 under the Companies Act 1985 with registered number 02918391 as a public company
limited by shares, in the name of Yieldbid Public Limited Company. On 19 September 1994,
the Company changed its name to Voss Net Plc, with a second change of name to that of
Tanzania Gold Plc on 27 September 2006. On 9 July 2007, the Company adopted its current
name of Bezant Resources Plc.
The Company was listed on AIM, a market operated by the London Stock Exchange, on 14
August 1995.
The principal activity of the Group is natural resource exploration, development and
beneficiation.
Its FTSE Sector classification is that of Mining and FTSE Sub-sector that of Gold Mining.
Review of Business and future prospects
The Chairman’s statement contains a review of 2021 and refers to the Company’s focus on
its copper and gold asset portfolio. During the coming year the Company intends to focus
on its projects in Southern Africa where the Company has projects in Namibia, Botswana
and Zambia, its joint venture in Cyprus, and completing a joint venture transaction or
exploring its Argentina project and its investment in the Philippines.
Principal risks and uncertainties facing the Company
The principal risks and uncertainties facing the Company are disclosed in the Directors’
report on pages 14 to 22.
Performance of the Company
The Company is an exploration entity whose assets comprise early-stage projects that are
not yet at the production stage. Currently, no revenue is generated from such projects. The
key performance indicators for the Company are therefore linked to the achievement of
project milestones and the increase in overall enterprise value.
Directors’ section 172 statement
The following disclosure describes how the Directors have had regard to the matters set out
in section 172 and forms the Directors’ statement required under section 414CZA of The
Companies Act 2006. This new reporting requirement is made in accordance with the new
corporate governance requirements identified in The Companies (Miscellaneous Reporting)
Regulations 2018, which apply to company reporting on financial years starting on or after
1 January 2019.
The matters set out in section 172(1) (a) to (f) are that a Director must act in the way they
consider, in good faith, would be most likely to promote the success of the Company for the
benefit of its members as a whole, and in doing so have regard (amongst other matters) to:
a. the likely consequences of any decision in the long term.
b. the interests of the Company’s employees.
c. the need to foster the Company’s business relationships with suppliers, customers
and others;
10
Strategic report
For the year ended 31 December 2021
d. the impact of the Company’s operations on the community and the environment;
e. the desirability of the Company maintaining a reputation for high standards of
business conduct; and
the need to act fairly between members of the Company.
f.
The analysis is divided into two sections, the first to address Stakeholder engagement,
which provides information on stakeholders, issues and methods of engagement. The
second section addresses principal decisions made by the Board and focuses on how the
regard for stakeholders influenced decision-making.
Section 1: Stakeholder mapping and engagement activities within the reporting period
The Company continuously interacts with a variety of stakeholders important to its success,
such as equity investors, employees, government bodies, local community and professional
service providers. The Company works within the limitations of what can be disclosed to the
various stakeholders with regards to maintaining confidentiality of market and/or
commercially sensitive information.
Who are the key stakeholder
groups
How did Bezant engage with
the stakeholder group
Why is it important to engage
this group of stakeholders
What
engagement
resulted
from
the
Equity investors
All substantial shareholders
that own more than 3 per
cent. of the Company’s
shares are listed on page 19
of the Directors’ Report.
Company is an exploration
entity whose assets
comprise early-stage
projects that are not yet at
the production stage.
Currently, no revenue is
generated from such
projects. As such, existing
equity investors and
potential investment
partners are important
stakeholders.
Employees
The Company has one part-
time employee and at the
year-end had five directors 4
of whom are resident
outside the U.K. with one
resident in the U.K.
As an exploration company
without a revenue
generating project access to
capital is of vital importance
to the long-term success of
our business to be able to
continue developing
exploration projects and
cover corporate overheads.
Through our engagement
activities, we strive to obtain
investor buy-in into our
strategic objectives.
We are seeking to promote
an investor base that is
interested in a long term
holding in the Company and
will support the Company in
achieving its strategic
objectives.
The number of and location
of future employees will be
dependent upon the
development of its
exploration projects which at
the date of this report are
situated in Zambia, Namibia,
Botswana, Argentina and
the Philippines. The
Directors consider workforce
issues holistically for the
Group as a whole and the
Company’s long-term
success in developing its
exploration projects will be
predicated on the
development of a local
workforce in the countries of
its exploration projects. (see
the principal risk and
uncertainty starting on page
20).
The key mechanisms of
engagement include
• The AGM and Annual and
Interim Reports.
• Investor roadshows and
presentations.
• Access to the Company’s
brokers and advisers
• Regular news and project
updates.
The Company engaged with
investors on topics of
strategy, governance, project
updates and performance.
Please see “Relationship
with shareholders” section of
the Corporate governance
report on page 26.
The Chairman presented on
a number of investor
programs but due to Covid-
19 restrictions and chaired
the 2021 Annual General but
was not able in 2021 to
conduct roadshows or one
on one meetings.
• The Company maintained
an open line of
communication between its,
professional service
providers and Board of
Directors.
• The Executive Chairman
reported regularly to the
Board, including the
provision of board
information.
• There is a formalised
director induction into the
Company’s corporate
governance policies and
procedures.
The Board met to discuss
long term remuneration
strategy.
Board reporting has been
optimised to include sections
on engagement with local
communities and prospects
for future employment.
Directors trained in aspects
of corporate policies and
procedures to engender
positive corporate culture
aligned with the Company
code of conduct.
Meetings were held with
directors to provide project
updates and ongoing
business objectives.
11
Governmental bodies
The Group is impacted by
national, regional and local
governmental organisations
in the UK where it is
incorporated and in
countries in which it has
exploration projects which
includes, Botswana, Cyprus,
Zambia, Namibia, Argentina
and the Philippines.
The Group will only be able
to develop its exploration
projects once it receives
relevant licences and
permits from local
governments to explore,
mine and undertake mineral
processing.
The community provides
social licence to operate.
We need to engage with the
local community to build
trust. Having the
community’s trust will mean
it is more likely that any
fears the community has
can be assuaged and our
plans and strategies are
more likely to be accepted.
Community engagement will
inform better decision
making.
The Company will in due
course have a social and
economic impact on the
local community and
surrounding area. The
Company is committed to
ensuring sustainable growth
minimising adverse impacts.
The Company will engage
these stakeholders as
appropriate.
Our professional service
providers are fundamental
to ensuring that the
Company can complete
projects on time and budget.
Using quality professional
service providers ensures
that as a business we meet
the high standards of
performance that we expect
of ourselves and those we
work with.
Community
The local community at the
Company’s exploration
projects in Botswana,
Cyprus, Zambia, Namibia,
Argentina and the
Philippines and the
surrounding area.
Professional service
providers
During the exploration
phase, we will be using key
professional service
providers who provide
drilling, geochemical,
geological analysis,
assaying and other services
under commercial contracts.
At a local level, we also
partner with a variety
smaller
companies/providers, some
of whom are independent,
or family run businesses.
The Group has given general
corporate presentations to
senior federal government
officials.
To date, the Group has
received its requisite
environmental and land use
permits to enable its
exploration activities.
The Company has systems
in place to engage with the
local community as part its
sustainability initiatives.
Stakeholder identification
enables the Company to
identify representatives of
stakeholder groups and
community groups to engage
with as it develops its
projects.
The Group maintained its
good relations with the
respective government
bodies and frequently
communicates progress.
• The Group engages with
the relevant departments of
the relevant government in
order to progress the
operational licences it will
require
• The Group engages local
in-country experts to advise
it on regulatory matters.
• The Company identifies
key stakeholders within the
local community based on
work programs within the
reporting period.
• Bezant’s modus operandi
is to have open dialogue
with the local government
and community leaders
regarding project
development.
• The Company has existing
CSR policies and
management structure at
corporate level. The
Company will expand on
these policies and structures
at a local project level as the
Company moves into further
exploration activities and
ultimately into construction
and then production.
• The Company continues to
work closely with
professional service
providers to meet
deliverables.
• One on one meetings and
regular project and work
assignment updates with
professional service
providers.
The use of third-party
exploration services for
analysis and field operations
as required rather than the
Company maintaining its own
full time in-house exploration
department and conducting
its own exploration activities
in multiple countries with an
in-house team provides very
significant cost savings to the
Company whilst enabling the
Company to diversify its
project and jurisdiction risks.
12
Strategic report
For the year ended 31 December 2021
Section 2: Principal decisions by the board post year end
Principal decisions are defined as both those that have long-term strategic impact and are
material to the Group, but also those that are significant to key stakeholder groups. In making
the following principal decisions, the Board considered the outcome from its stakeholder
engagement, the need to maintain a reputation for high standards of business conduct and
the need to act fairly between the members of the Company. The Company makes regular
announcements of decisions that strategically impact the Company with decisions during
the year being reported in the Chairman’s letter to shareholders (page 4) and Directors’
report on page 14. Decisions post the year end are referred to in note 25 to the financial
statements which is a summary of post balance sheet events.
On behalf of the Board
Mr Colin Bird
Executive Chairman
30 June 2022
13
Directors’ report
For the year ended 31 December 2021
The Directors present their report together with the audited financial statements of Bezant
Resources Plc (the “Company”) and its subsidiary undertakings (together, the “Group” or
“Bezant”) for the year ended 31 December 2021.
The principal activity, review of the business and future development disclosures are
contained in the Chairman’s Statement on pages 4 to 5 and the Strategic Report on page
10 to 13.
Results and dividends
The Group’s results for the year are set out in the financial statements. The Directors do not
propose recommending any distribution by way of dividend for the year ended 31 December
2021.
Directors
The following directors have held office during and subsequent to the reporting year:
Colin Bird
Ronnie Siapno
Evan Kirby
Raju Samtani
Edward Slowey
Directors’ interests
The beneficial and non-beneficial interests of the current directors and related parties in the
Company’s shares were as follows:
C. Bird
E. Kirby
R. Siapno
R Samtani
E Slowey
Ordinary
shares of
0.002p each
168,125,655
7,479,374
1,333,334
48,611,111
-
Percentage
of issued
share capital
3.34%
0.15%
0.03%
0.96%
-
Options awarded and warrants
On 23 August 2018, 87,500,000 options over ordinary shares of 0.002p each in the capital
of the Company (“Ordinary Shares”) were granted pursuant to the Executive Share Option
Scheme approved at the Company's Annual General Meeting (“AGM”) held on 22 June 2018
(the “Options”). Of the 87,500,000 Options, 75,000,000 were awarded to directors of the
Company as detailed on the next page:
14
Directors’ report (continued)
For the year ended 31 December 2021
C. Bird(1)(2)(3)
L. Read
E. Kirby
R. Siapno
Options
exercisable
at 0.5 pence
(vested on
23 August
2018)
15,000,000
15,000,000
5,000,000
7,500,000
Options
exercisable
at 1 pence
(vested on
31 January
2019)
12,500,000
12,500,000
2,500,000
5,000,000
On 9 November 2020, 220,000,000 options over ordinary shares of 0.002p each in the
capital of the Company (“Ordinary Shares”) were granted pursuant to the Executive Share
Option Scheme approved at the Company's Annual General Meeting (“AGM”) held on 22
June 2018 (the “Options”). Of the 220,000,000 Options, 158,000,000 were awarded to
directors of the Company as detailed below:
C. Bird(1)(2)(3)
E. Kirby
R. Siapno
R Samtani(4)
E Slowey
Options
exercisable
at 0.425
pence
(vested on 9
November
2020)
24,000,000
10,000,000
5,000,000
20,000,000
20,000,000
Options
exercisable
at 0.565
pence
(vested on
31 March
2021)
24,000,000
10,000,000
5,000,000
20,000,000
20,000,000
1 Colin Bird also has 31,250,000 warrants expiring on 26 June 2022 which give the right to subscribe for ordinary shares at 0.16p per
share which were issued to him on 26 June 2020 on the same terms as all other participants in the £350,000 Equity fundraising
announced on 19 June 2020
2 Colin Bird also has 15,625,000 warrants expiring on 14 September 2022 which give the right to subscribe for ordinary shares at a price
of 0.16p per share which were issued to him on 14 September 2020 on the same terms as all other participants in the £625,000 Equity
fundraising announced on 28 August 2020
3 Colin Bird also has 30,769,231 warrants expiring on 4 November 2024 which give the right to subscribe for ordinary shares at a price
of 0.25p per share which were issued to him 6 January 2022 in lieu of outstanding fees.
4 Raju Samtani has 37,500,000 warrants expiring on 26 June 2022 which give the right to subscribe for ordinary shares at a price of
0.16p per share which were issued to him on 26 June 2020 prior to his appointment as a director of the company, on the same terms as
all other participants in the £350,000 Equity fundraising announced on 19 June 2020.
Report on directors’ remuneration and service contracts
This report has been prepared in accordance with the requirements of Chapter 6 of Part 15
of the Companies Act 2006 and describes how the Board has applied the principles of good
governance relating to Directors’ remuneration set out in the QCA Corporate Governance
Code.
15
Directors’ report (continued)
For the year ended 31 December 2021
Executive remuneration packages are prudently designed to attract, motivate and retain
Directors of the necessary calibre and to reward them for enhancing value to shareholders.
The performance measurement of the Executive Directors and key members of senior
management and the determination of their annual remuneration packages is undertaken
by the Remuneration Committee. The remuneration of Non-Executive Directors is
determined by the Board within limits set out in the Articles of Association.
Executive Directors are entitled to accept appointments outside the Company providing the
Board’s permission is sought.
Aside from the Finance Director whose fees in 2021 were £41,500 the other Directors are
entitled to receive between £12,500 / £19,000 per annum as Directors’ Fees along with
relevant Consulting Fees as applicable, with the aggregate of Salary, Directors’ Fees and
Consulting Fees detailed in the Directors’ Remuneration Summary Table on the next page
and in note 22.
Each Director is also paid all reasonable expenses incurred wholly, necessarily and
exclusively in the proper performance of his duties.
Pensions
The Group does not operate a pension scheme and has not paid any contributions to any
pension scheme for Directors or employees.
The rest of this page is intentionally left blank
16
Directors’ report (continued)
For the year ended 31 December 2021
Directors’ remuneration
Remuneration of the Directors for the years ended 31 December 2021 and 2020 was as
follows:
Directors’
Fees
£
Salary and
Consulting
Fees
£
2021
Total
cash paid
year
ended
£
Share
based
payment -
share
options
£
12,500
14,226
13,000
41,500
19,000
50,000
-
-
-
24,600
62,500
14,226
13,000
41,500
43,600
34,961
14,567
7,284
29,135
29,135
Total
cash and
share
based
£
97,461
28,793
20,284
70,635
72,735
100,226
74,600
174,826
115,082
289,908
Directors’
Fees
£
Salary and
Consulting
Fees
£
2020
Total
cash paid
year
ended
£
Share
based
payment -
share
options
£
14,000
6,000
14,821
13,000
8,833
3,500
49,500
39,000
-
-
-
4,950
63,500
45,000
14,821
13,000
8,833
8,450
82,980
-
34,575
17,287
69,150
69,150
Total
cash and
share
based
£
146,480
45,000
49,396
30,287
77,983
77,600
60,154
93,450
153,604
273,142
426,746
C. Bird
E. Kirby
R. Siapno
R. Samtani
E. Slowey
Total
C. Bird
L. Read
E. Kirby
R. Siapno
R. Samtani
E. Slowey
Total
An amount of £15,000 was paid during 2021 (2020: £15,000) to Lion Mining Finance
Limited, a company controlled by C. Bird, for administration services and use of an office.
Notes:
1. Mr Bird and Mr Samtani’s Directors’ fees include NIC and UK payroll tax.
2.
In accordance with the requirements of IFRS 2 Share-based Payments, the estimated fair value for the share options granted in
2020 (£273,142) was calculated using a Black and Scholes option pricing model. None of the 2020 share options have been
exercised as they are out of the money. In the event that the share options are not exercised or forfeited before expiry, the option
cost will be credited to the Profit and Loss or if expired will be added back to retained earnings. Note 18 to the accounts provides
information on Share-based payments.
17
Directors’ report (continued)
For the year ended 31 December 2021
Environment, Health, Safety and Social Responsibility Policy Statement
The Company adheres to the above Policy, whereby all operations are conducted in a
manner that protects the environment, the health and safety of employees, third parties and
the entire local communities in general.
The Company is currently principally involved in exploration projects, located within Zambia,
Namibia the Philippines and Argentina, Botswana and Cyprus.
The Company is in the process of renewing its Environmental Impact Assessment approvals
in respect of its “Eureka Project” in Argentina.
During the year, current operations were closely managed in order to maintain our policy
aims, with no matters of concern arising. There have been no convictions in relation to
breaches of any applicable legislation recorded against the Group during the year.
Substantial & Significant Shareholdings
The Company has been notified, in accordance with DTR 5 of the FCA’s Disclosure
Guidance and Transparency Rules, or is aware, of the following interests in its ordinary
shares as at 28 June 2022 of those shareholders with a 3% and above equity holding in the
Company based on the Company having 5,039,189,252 ordinary shares in issue on 28 June 2022
(“28 June 2022 Shares in Issue”).
Shareholders per share register
THE BANK OF NEW YORK (NOMINEES)
BARCLAYS DIRECT INVESTING NOMINEES
HARGREAVES LANSDOWN (NOMINEES)
HARGREAVES LANSDOWN (NOMINEES)
HARGREAVES LANSDOWN (NOMINEES)
INTERACTIVE INVESTOR SERVICES
INTERACTIVE INVESTOR SERVICES
JIM NOMINEES LIMITED
VIDACOS NOMINEES LIMITED
VIDACOS NOMINEES LIMITED
Number of Ordinary
Shares
462,277,695
311,789,048
180,110,753
383,820,369
365,305,939
352,948,916
300,261,656
430,286,776
167,517,161
162,262,947
Percentage of
issued share
capital
9.17%
6.19%
3.57%
7.62%
7.25%
7.00%
5.96%
8.54%
3.32%
3.22%
On 4 November 2021 Christian Cordier submitted a TR-1 notification to the Company that he has
an indirect interest in 313,906,504 ordinary shares in relation to the following shareholdings
Tonehill Pty Ltd acting for the (“aft”) The Tonehill Trust 80,705,492 shares, Coreks Super Pty Ltd
aft Coreks Superannuation Fund 66,163,350 shares and Breamline Pty Ltd aft Breamline Ministries
167,037,662 shares. Mr Cordier’s interest represented 6.455% at the date of issue of the TR-1 and
6.24% based on the 5,039,189,252 shares in issue on 28 June 2022.
On 22 November 2021 the Company announced it was notified that Sanderson Capital
Partners Ltd and associates would on 29 November 2021 be interested in 236,469,231
Shares which represents 4.69% based on the 5,039,189,252 shares in issue on 28 June
2022.
18
Directors’ report (continued)
For the year ended 31 December 2021
Political and charitable contributions
There were no political or charitable contributions made by the Group during the year ended
31 December 2021 (2020: nil).
Information to Shareholders - Website
The Company has its own website (www.bezantresources.com) for the purposes of
improving information flow to shareholders, as well as to potential investors.
Statement of Directors’ responsibilities
The Directors are responsible for preparing the financial statements in accordance with
applicable laws and UK adopted International Accounting Standards. Company law requires
the Directors to prepare financial statements for each financial year which give a true and
fair view of the state of affairs of the Group and of the Company and of the profit or loss of
the Group for that year.
In preparing those financial statements, the Directors are required to:
- select suitable accounting policies and then apply them consistently;
- make judgements and estimates that are reasonable and prudent;
- state whether applicable accounting standards have been followed, subject to any
material departures disclosed and explained in the financial statements; and
- prepare the financial statements on a going concern basis, unless it is inappropriate to
presume that the Group will continue in business.
The Directors confirm that the financial statements comply with the above requirements.
The Directors are responsible for keeping adequate accounting records which at any time
disclose with reasonable accuracy the financial position of the Company (and the Group)
and enable them to ensure that the financial statements comply with the Companies Act
2006. The Directors are also responsible for safeguarding the assets of the Company (and
the Group) and for taking steps for the prevention and detection of fraud and other
irregularities.
In addition, they are responsible for the maintenance and integrity of the corporate and
financial information included on the Company’s website.
Statement of disclosure to auditor
So far as all the Directors, at the time of approval of their report, are aware:
-
there is no relevant audit information of which the Company’s auditors are unaware, and
-
the Directors have taken all steps that they ought to have taken as Directors in order to
make themselves aware of any relevant audit information and to establish that the
Company’s auditors are aware of that information.
19
Directors’ report (continued)
For the year ended 31 December 2021
Auditors
UHY Hacker Young LLP have expressed their willingness to continue as the auditors of the
Company, and in accordance with section 489 of the Companies Act 2006, a resolution to
re-appoint them will be proposed at the Company’s forthcoming Annual General Meeting.
Principal risks and uncertainties
The Group has identified the following risks to the ongoing success of the business and has
taken various steps to mitigate these, the details of which in relation to its Continuing
Operations are as follows:
Risk of development, construction, mining operations and uninsured risks
The Group’s ability to meet any production, timing and cost estimates for its properties
cannot be assured. Furthermore, the business of mining is subject to a variety of risks such
as actual production and costs varying from estimated future production, cash costs and
capital costs; revisions to mine plans; risks and hazards associated with mining; natural
phenomena; unexpected labour shortages or strikes; delays in permitting and licensing
processes; and the timely completion of expansion projects, including land acquisitions
required for the expansion of operations from time to time. Geological grade and product
value estimations are based on independent resource calculations, studies and historical
sales records.
Geological risk factors and adverse market conditions could cause actual results to
materially deviate from estimated future production and revenue. Failure to achieve
production or cost estimates or material increases in costs could have an adverse impact
on the future business, cash flows, profitability, results of operations and financial condition.
While steps, such as production and mining planning are in place to limit these risks,
occurrences of such incidents do exist and should be noted.
Currency risk
The Group reports its financial results and maintains its accounts in Pounds Sterling, the
currency in which the Group primarily operates. The Group’s operations in Namibia,
Botswana, Zambia, Cyprus and Argentina make it subject to further foreign currency
fluctuations and such fluctuations may materially affect the Group’s financial position and
results (see note 16). The Group does not have any currency hedges in place and is
exposed to foreign currency movements.
Copper-gold price volatility
The profitability going forward of the Group’s operations is significantly affected by changes
in realisable copper-gold prices. The price of copper-gold can fluctuate widely and is affected
by numerous factors beyond the Group’s control, including demand, inflation and
expectations with respect to the rate of inflation, the strength of the Pound Sterling and of
other currencies, interest rates, global or regional political or financial events, and production
and cost levels. The Group does not have any commodity price hedges in place as it is not
mining and does not produce any copper and its investment in exploration projects are
exposed to fluctuations in the prices of underlying commodities.
Economic, political, judicial, administrative, taxation or other regulatory factors
The Group’s assets are located in Botswana, Cyprus, Zambia, Namibia, the Philippines and
Argentina and mineral exploration and mining activities may be affected to varying degrees
by political stability and government regulations relating to the mining industry
20
Directors’ report (continued)
For the year ended 31 December 2021
Principal risks and uncertainties (continued)
The Group is exposed to sovereignty risks relating to potential changes of local
Governments and possible subsequent changes in jurisdiction concerning the
maintenance or renewal of licences and the equity position permitted to be held in the
Company’s subsidiaries. Which the group seeks to mitigate by working with local advisors
and / or partners familiar with the local regulatory environment.
Loss of critical processes
The Group’s future mining, processing, development and exploration activities depend on
the continuous availability of the Group’s operational infrastructure, in addition to reliable
utilities and water supplies and access to roads. Any failure or unavailability of operational
infrastructure, for example, through equipment failure or disruption, could adversely affect
future production output and/or impact exploration and development activities. The group
would seek to mitigate this risk by ensuring that access to operational infrastructure is
included in any pre mining feasibility studies.
Competition
The Group competes with numerous other companies and individuals, in the search for and
acquisition of exploration and development rights on attractive mineral properties and also
in relation to the future marketing and sale of precious metals. There is no assurance that
the Group will continue to be able to compete successfully with its competitors in acquiring
exploration and development rights on such properties and also in relation to the future
marketing and sale of precious metals.
Future funding requirements
As referred to in note 1.1 of these financial statements, the Group made a loss from all
operations for the year ended 31 December 2021 after tax of £1,058,000 (2020:
£1,026,000), had negative cash flows from operations and is currently not generating
revenues. Cash and cash equivalents were £728,000 as at 31 December 2021. An
operating loss is expected in the year subsequent to the date of these accounts and even
though further funding was raised during the year, the Company will need to raise funding
to provide additional working capital to finance its ongoing activities. Management has
successfully raised money in the past, but there is no guarantee that adequate funds will be
available when needed in the future.
Dependence on key personnel
The success of the Group is, and will continue to be, to a significant extent, dependent on
retaining the services of the directors and senior management and the loss of one or more
could have a materially adverse effect on the Group. A Group-wide share incentive scheme
has been implemented.
COVID-19 pandemic
The COVID-19 pandemic announced by the World Health Organisation in 2020 initially had
a markedly negative impact on global stock markets although many sectors and stock
market losses have been recovered there is increased volatility as stock markets react to
ongoing news in relation to the short-term and long-term impact of COVID-19 and the
financially implications of the economic stimulus packages adopted by most governments
to protect and / or support their economies this has also, affected currencies and general
business activity and supply chains
21
Directors’ report (continued)
For the year ended 31 December 2021
Principal risks and uncertainties (continued)
Notwithstanding this the Company was able to complete and announce in 2020 a fundraising
of £1,200,000 and secure a £1,000,000 funding facility. The Company developed a work at
home policy and adopted local procedures for exploration activities to address the health
and wellbeing of its directors, consultants and contractors, and their families, from COVID-
19. Whilst in many countries, including the United Kingdom with universal vaccination
programmes, COVID-19 appears to be under control the timing and extent of the impact and
recovery from COVID-19 in other countries is still not certain as many countries particularly
in the developing world have yet to fully implement successful vaccination programs
accordingly COVID-19 remains an issue that requires ongoing monitoring in 2022 and likely
at least into 2023 but possibly longer.
Impact Of Ukraine Conflict
The Directors are aware of the Ukraine conflict and related sanctions but there is no
impact on the Company as it has no assets or business activities or suppliers with links in
Ukraine or Russia and is not aware of any persons sanctioned in relation to the Ukraine
conflict owning shares in the Company.
Relations with Shareholders
The Company will hold an Annual General Meeting on or around Friday, 29 July 2022 and
the wording of each resolution to be tabled will be set out in a formal Notice of Annual
General Meeting to be sent to shareholders.
Shareholders who are unable to attend the Annual General Meeting and who wish to
appoint a proxy in their place must ensure that their proxy is appointed in accordance with
the provisions set out in the Notice of Annual General Meeting.
On behalf of the Board
Mr Colin Bird
Executive Chairman
30 June 2022
22
Corporate governance
For the year ended 31 December 2021
As an AIM-quoted company, Bezant Resources PLC (“Bezant” or the “Company”) and its
subsidiaries are required to apply a recognised corporate governance code and
demonstrate how the Group complies with such corporate governance code and where it
departs from it.
The Directors of the Company have formally taken the decision to apply the QCA Corporate
Governance Code (the “QCA Code”). The Board recognises the principles of the QCA Code,
which focus on the creation of medium to long-term value for shareholders without stifling
the entrepreneurial spirit in which small to medium sized companies, such as Bezant, have
been created. The Company is committed to providing annual updates on its compliance
with the QCA Code further details of which are set out below.
The Board
The Board comprises (for the time being) five Directors of which three are executive and two
are non-executives, reflecting a blend of different experience and backgrounds. The Board
considers Dr. Evan Kirby and Ronnie Siapno to be independent non-executives in terms of
the QCA guidelines. The Company’s Executive Director is Colin Bird who is also Chairman
of the Board. Given the stage of the Company’s early-stage exploration mining projects and
the experience of the Chair Mr. Bird in managing such international exploration mining
projects and his familiarity with the Company’s projects the Company believes that it is
appropriate for the roles of Chairman and Chief Executive Officer to be combined at this
stage. The Company will keep this under review as the Company’s projects develop with a
view to splitting the roles when it is clear which projects will become the principal activities
of the Company and can justify the need for and benefit from a separate CEO. The Company
will therefore consider making further appropriate appointments to the Board as an when
considered appropriate.
The Board is responsible for determining policy and business strategy, setting financial and
other performance objectives and monitoring achievement. It meets throughout the year and
all major decisions are taken by the full Board. The Chairman takes responsibility for the
conduct of the Company and Board meetings and ensures that directors are properly briefed
to enable full and constructive discussions to take place. The Group’s day-to-day operations
are managed by the Executive Director Colin Bird as assisted by the Group Company
in respect of corporate matters generally, compliance and company
Secretary
administration. All Directors have access to the Company’s Solicitors, along with the Group
Company Secretary and any Director needing independent professional advice in the
furtherance of his/her duties may obtain this advice at the expense of the Group. However,
no formal procedure has been agreed with the Board regarding the circumstances in which
individual directors may take independent professional advice.
The Board is satisfied that it has a suitable balance between independence on the one hand,
and knowledge of the Company on the other, to enable it to discharge its duties and
responsibilities effectively, and that all Directors have adequate time to fulfil their roles.
Details of the current Directors, biographical details are set out on pages 6 to 9 and their
roles and background are set out on the Company’s website at www.bezantresources.com
The role of the Chairman is to provide leadership of the Board and ensure its effectiveness
on all aspects of its remit to maintain control of the Group. In addition, the Chairman is
responsible for the implementation and practice of sound corporate governance.
23
Corporate governance (continued)
For the year ended 31 December 2021
Under the Company’s Articles of Association, the appointment of all new Directors must be
approved by shareholders in a general meeting. In addition, one third of Directors are
required to retire and to submit themselves for re-election at each Annual General Meeting.
Application of the QCA Code
In the spirit of the QCA Code, it is the Board’s task to ensure that the Group is managed for
the long-term benefit of all shareholders and other stakeholders with effective and efficient
decision-making. Corporate governance is an important part of that task, reducing risk and
adding value to the Group. The Board will continue to monitor the governance framework of
the Group as it grows.
Bezant is an exploration entity whose assets comprise early-stage projects that are not yet
at the production stage. It currently has interests in four copper-gold projects, in Namibia,
Cyprus, Argentina and the Philippines a copper-silver project in Zambia and a manganese
project in Botswana. Currently, no revenue is generated from such projects. The Company
seeks to promote long-term value creation for its shareholders by leveraging the technical
knowledge and experience of its directors and senior management to develop and realise
value from its projects. The key performance indicators for the Company are therefore linked
to the achievement of project milestones and the increase in overall enterprise value which
could be through a combination of the development of these projects by the Company or
with joint venture or other partners and / or the sale of the projects.
All operations are conducted in a manner that protects the environment and the health and
safety of employees, third parties and local communities in general. Bezant believes that a
successful project is best achieved through maintaining close working relationships with
local communities, such social ideology being at the forefront of all of Bezant’s exploration
local
initiatives via establishing and maintaining co-operative
communities, hiring local personnel and using local contractors and suppliers. Where issues
are raised, the Board takes the matters seriously and, where appropriate, steps are taken
to ensure that findings are integrated into the Company’s strategy.
relationships with
Careful attention is given to ensure that all exploration activity is performed in an
environmentally responsible manner and abides by all relevant mining and environmental
acts. Bezant takes a conscientious role in all of its operations and is aware of its social
responsibility and its environmental duty.
Both the engagement with local communities and the performance of all activities in an
environmentally and socially responsible way are closely monitored by the Board which
ensures that ethical values and behaviours are recognised.
Corporate Governance Committees
The Board has established two committees comprising Non-Executive Directors and
Executive Directors.
The composition of the committees is as follows:
Audit
Dr. Evan Kirby (Chairman) Colin Bird (Chairman)
Raju Samtani
Colin Bird
Dr. Evan Kirby
Ronnie Siapno
Remuneration
24
Corporate governance (continued)
For the year ended 31 December 2021
The Audit Committee
The audit committee receives reports from management and the external auditors relating
to the interim report and the annual report and financial statements, reviews reporting
requirements and ensures that the maintenance of accounting systems and controls is
effective.
The audit committee has unrestricted access to the Company’s auditors. The audit
committee also monitors the controls which are in force and any perceived gaps in the
control environment.
The Board believes that the current size of the Group does not justify the establishment of
an independent internal audit department.
The Audit Committee meets twice during the year to review the published financial
information, the effectiveness of external audit and internal financial controls including the
specific matters set out below.
Significant issues considered by the Audit Committee during the year have been the
Principal Risks and Uncertainties and their effect on the financial statements. The Audit
Committee tracked the Principal Risks and Uncertainties through the year and kept in
contact with the Group’s Management, External Service Providers and Advisers. The Audit
Committee is satisfied that there has been appropriate focus and challenge on the high-risk
areas.
UHY Hacker Young LLP, the current external auditors, have been in office since 2007 which
was the last time a tender for the audit took place. The external auditors present their annual
audit findings to the audit committee.
Remuneration Committee
The Remuneration Committee determines the scale and structure of the remuneration of the
executive Directors and approves the granting of options to Directors and senior employees
and the performance related conditions thereof. The Remuneration Committee also
recommends to the Board a framework for rewarding senior management, including
Executive Directors, bearing in mind the need to attract and retain individuals of the highest
calibre and with the appropriate experience to make a significant contribution to the Group
and ensures that the elements of the remuneration package are competitive and help in
underpinning the performance-driven culture of the Group.
The Company does not currently have a separate Nominations Committee, with the entire
Board involved in the identification and approval of Board members which the Board
considers to be appropriate given the Company’s size and nature, but it will continue to
monitor the situation as it grows.
Internal control
The Board is responsible for establishing and maintaining the Group’s system of internal
control. Internal control systems manage rather than eliminate the risks to which the Group
25
Corporate governance (continued)
For the year ended 31 December 2021
is exposed and such systems, by their nature, can provide reasonable but not absolute
assurance against misstatement or loss. There is a continuous process for identifying,
evaluating and managing the significant risks faced by the Group. The key procedures which
the Directors have established with a view to providing effective internal control, are as
follows:
¨ Identification and control of business risks
The Board identifies the major business risks faced by the Group and determines the
appropriate course of action to manage those risks.
¨ Budgets and business plans
Each year the Board approves the business plan and annual budget. Performance is
monitored and relevant action taken throughout the year through the regular reporting
to the Board of changes to the business forecasts.
¨ Investment appraisal
Capital expenditure is controlled by budgetary process and authorisation levels. For
expenditure beyond specified levels, detailed written proposals have to be submitted
to the Board. Appropriate due diligence work is carried out if a business or asset is to
be acquired.
¨ Annual review and assessment
In 2018, the Board conducted a detailed review and assessment of the effectiveness
of the Group’s strategy, a process that is maintained on an ongoing basis.
Relations with shareholders
The Board attaches considerable importance to the maintenance of good relationships with
shareholders. Presentations by the Directors to institutional shareholders and City analysts
was significantly reduced in 2020 and 2021 due to COVID-19 restrictions but the Company
participated in various investor focussed podcasts and as COVID-19 restrictions have been
lifted the Company will with the Company’s advisers look at ways in which the Company can
engage with shareholders. The Company is also looking forward to its 2022 AGM being one
at which shareholders are able to attend.
Departures from the QCA Code:
In accordance with the requirements of the AIM Rules for Companies, Bezant departs from
the QCA Code in the following ways:
Principle 7 - “Evaluate board performance based on clear and relevant objectives,
seeking continuous improvement.”
Bezant’s board is extremely focussed on implementing the Company’s strategy. Given the
size and nature of Bezant, the Board does not consider it appropriate to have a formal
performance evaluation procedure in place, as described and recommended in Principle 7
of the QCA Code. The Board will closely monitor the situation as the Group grows.
26
Corporate governance (continued)
For the year ended 31 December 2021
No Nominations Committee
The QCA Code states that there should be a nomination committee to deal with the
appointment of both executive and non-executive Directors except in circumstances where
the Board is small. The Directors consider the size of the current Board to be small and have
not therefore established a separate nomination committee. The appointment of executive
and non-executive Directors is currently a matter for the Board as a whole. This position will
be reviewed should the number of directors increase.
Chair is also Chief Executive officer
The QCA Code states that the role of Chair and chief Executive Officer should be separate.
Given the stage of the Company’s early-stage exploration mining projects and the
experience of the Chair Mr. Bird in managing such international exploration mining projects
and his familiarity with the Company’s projects the Company believes that it is appropriate
for the roles of Chairman and Chief Executive Officer to be combined at this stage. The
Company will keep this under review as the Company’s projects develop with a view to
splitting the roles when it is clear which projects will become the principal activities of the
Company and can justify the need for and benefit from a separate CEO. The Company will
therefore consider making further appropriate appointments to the Board as an when
considered appropriate.
Going concern
The Group made a loss from all operations for the year ended 31 December 2021 after tax
of £948,000 (2020: £1,026,000), had negative cash flows from operations and is currently
not generating revenues. Cash and cash equivalents were £728,000 as at 31 December
2021. An operating loss is expected in the year subsequent to the date of these accounts
and as a result the Company will need to raise funding to provide additional working capital
to finance its ongoing activities. Management has successfully raised money in the past, but
there is no guarantee that adequate funds will be available when needed in the future.
The COVID-19 pandemic announced by the World Health Organisation in 2020 initially had
a markedly negative impact on global stock markets although many sectors and stock
market losses have been recovered there is increased volatility as stock markets react to
ongoing news in relation to the short-term and long-term impact of COVID-19 and the
financially implications of the economic stimulus packages adopted by most governments
to protect and / or support their economies this has also, affected currencies and general
business activity and supply chains
Notwithstanding this the Company was able to complete and announce in 2020 a fundraising
of £1,200,000 and secure a £1,000,000 funding facility. The Company developed a work at
home policy and adopted local procedures for exploration activities to address the health
and wellbeing of its directors, consultants and contractors, and their families, from COVID-
19. Whilst in many countries, including the United Kingdom with universal vaccination
programmes, COVID-19 appears to be under control the timing and extent of the impact and
recovery from COVID-19 in other countries is still not certain as many countries particularly
in the developing world have yet to fully implement successful vaccination programs
accordingly COVID-19 remains an issue that requires ongoing monitoring in 2022 and likely
at least into 2023 but possibly longer.
27
Corporate governance (continued)
For the year ended 31 December 2021
Based on the Board's assessment that the Company will be able to raise additional funds,
as and when required, to meet its working capital and capital expenditure requirements, the
Board have concluded that they have a reasonable expectation that the Group can continue
in operational existence for the foreseeable future. For these reasons, the Group continues
to adopt the going concern basis in preparing the annual report and financial statements.
There is a material uncertainty related to the conditions above that may cast significant doubt
on the Group's ability to continue as a going concern and therefore the Group may be unable
to realise its assets and discharge its liabilities in the normal course of business.
The financial report does not include any adjustments relating to the recoverability and
classification of recorded asset amounts or liabilities that might be necessary should the
entity not continue as a going concern.
Dr. Evan Kirby
Non-Executive Director
30 June 2022
28
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF BEZANT RESOURCES PLC
FOR THE YEAR ENDED 31 DECEMBER 2021
Opinion
We have audited the financial statements of Bezant Resources Plc (the ‘Company’) and its
subsidiaries (the ‘Group’) for the year ended 31 December 2021 which comprise the
Consolidated Statement of Profit and Loss, the Consolidated Statement of Other
Comprehensive Income, the Consolidated and Company Statements of Changes in Equity,
the Consolidated and Company Balance Sheets, the Consolidated and Company
Statements of Cash Flows and notes to the financial statements, including significant
accounting policies. The financial reporting framework that has been applied in the
preparation of the group’s and company’s financial statements is applicable law and UK
adopted International Accounting Standards
In our opinion:
•
•
•
the financial statements give a true and fair view of the state of the Group’s and of
the Company’s affairs as at 31 December 2021 and of the Group’s loss for the year
then ended;
the financial statements have been properly prepared in accordance with UK adopted
International Accounting Standards; and
the financial statements have been prepared in accordance with the requirements of
the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs
(UK)) and applicable law. Our responsibilities under those standards are further described
in the Auditor’s responsibilities for the audit of the financial statements section of our report.
We are independent of the Group and Company in accordance with the ethical requirements
that are relevant to our audit of the financial statements in the UK, including the FRC’s
Ethical Standard as applied to listed entities, and we have fulfilled our other ethical
responsibilities in accordance with these requirements. We believe that the audit evidence
we have obtained is sufficient and appropriate to provide a basis for our opinion.
Material uncertainty relating to going concern
We draw attention to the Going Concern section of the Accounting Policies of the Group
financial statements concerning the Group’s and Company’s ability to continue as a going
concern. The Group incurred an operating loss of £948k during the year ended 31 December
2021 and is still incurring losses. As discussed in note 1.1, the Company will need to raise
further funds in order to meet its budgeted operating costs for the foreseeable future. These
conditions, along with other matters discussed in note 1.1 indicate the existence of a material
29
uncertainty which may cast significant doubt about the Group’s and Company’s ability to
continue as a going concern. The financial statements do not include the adjustments (such
as impairment of assets) that would result if the Group and Company were unable to
continue as a going concern. These conditions, along with other matters discussed in the
Principal Accounting Policies indicate the existence of a material uncertainty which may cast
significant doubt about the Group’s and Company’s ability to continue as a going concern.
Our opinion is not modified in respect of this matter.
The risk
The group currently does not generate any revenue, therefore in order to provide sufficient
working capital to fund the group commitments as they fall due over the next 12 months the
group is reliant on further fund raisings in order to fund its ongoing activities.
We understand it is the group’s intention to fund future exploration programmes by a
combination of farm in and/or further fundraising which the group will need to complete in
the next 12 months. Accordingly the Group will require additional funding and/or a working
capital reduction within twelve months from the date when the financial statements are
authorised for issue.
Given the above factors, we consider going concern to be a significant audit risk area.
The directors' conclusion of the risks and circumstances described in the Going Concern
section of the Principal Accounting Policies of the Group financial statements represent a
material uncertainty over the ability of the Group and Company to continue as a going
concern for a period of at least a year from the date of approval of the financial statements.
However, clear and full disclosure of the facts and the directors' rationale for the use of the
going concern basis of preparation, including that there is a related material uncertainty, is
a key financial statement disclosure and so was the focus of our audit in this area. Auditing
standards require that to be reported as a key audit matter.
How our audit addressed the key audit matter
Our audit procedures included:
• Assessing the transparency and the completeness and accuracy of the matters covered
in the going concern disclosure by evaluating management's cash flow projections for
the next 12 months and the underlying assumptions.
• We obtained cash flow forecasts, reviewed the methodology behind these, ensured
arithmetically correct and challenged the assumptions.
• We performed a sensitivity analysis for an increase in costs to consider the impact of
inflation and other unforeseen additional costs incurring.
• We discussed plans for the Group going forward with management, ensuring these had
been incorporated into the budgeting and would not have an impact on the going concern
status of the Group.
30
Key observations:
It is clear the group will need to raise funds in order to fund any further exploration costs.
The Group has been able to raise funds in the past, however there is no guarantee that
adequate funds will be available when needed in the future
Our approach to the audit
As part of designing our audit, we determined materiality and assessed the risks of material
misstatement in the financial statements. In particular, we looked at where the directors
made subjective judgements, for example in respect of impairment reviews on exploration
assets that involved making assumptions and considering future events that are inherently
uncertain.
We tailored the scope of our audit to ensure that we performed enough work to be able to
give an opinion on the financial statements as a whole, taking into account an understanding
of the structure of the Company and the Group, their activities, the accounting processes
and controls, and the industry in which they operate. Our planned audit testing was directed
accordingly and was focused on areas where we assessed there to be the highest risk of
material misstatement.
Our Group audit scope includes all of the group companies. At the Company level, we also
tested the consolidation procedures. During the audit we reassessed and re-evaluated audit
risks and tailored our approach accordingly.
The audit testing included substantive testing on significant transactions, balances and
disclosures, the extent of which was based on various factors such as our overall
assessment of the control environment, the effectiveness of controls and the management
of specific risk.
We communicate with those charged with governance regarding, among other matters, the
planned scope and timing of the audit and significant findings that we identified during the
course of the audit.
Other Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most
significance in our audit of the financial statements of the current period and include the
most significant assessed risks of material misstatement (whether or not due to fraud) we
identified, including those which had the greatest effect on: the overall audit strategy, the
allocation of resources in the audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the financial statements as a
whole, and in forming our opinion thereon, and we do not provide a separate opinion on
these matters. This is not a complete list of all risks identified during our audit.
31
Key audit matter
How the matter was addressed during the
audit
Impairment of exploration and
the
evaluation assets
Group
in
of
The Group has capitalised costs
in respect of the Group’s licence
in accordance with
interests
for and
‘Exploration
IFRS 6
Evaluation
Mineral
Resources’
(IFRS 6). The
Directors need to assess the
exploration assets for indicators
of impairment and where they
exist to undertake a full review to
assess the need for impairment
charge. This involves significant
judgements and assumptions.
therefore
identified
We
the
impairment of exploration and
evaluation assets as a key audit
matter, which was one of the
most significant assessed risks
of material misstatement.
Our audit work included, but was not restricted
to:
• Obtaining each of the licences along with
supporting information available for each
exploration project to assess whether the
licenses remain in good standing.
• We discussed each of the licence areas
with the directors and considered their
assessment
the
available information for each exploration
project and reviewed available information
to assess whether the licenses remain in
good standing.
in conjunction with
• We reviewed the future plans of the
projects in respect of funding, viability and
development to assess whether there
were any indicators of impairment.
Key observations
We obtained evidence that the licenses remain
valid and are in good standing. Where licenses
had expired and not been renewed in Botswana,
these related to areas which were not ascribed
any value on acquisition.
Whilst the limited spending on the Eureka Project
was identified as an indicator of impairment,
based on a review of the expiry dates of the
licences, potential
the
future
funding and
intention
the exploration and
the directors’
this asset,
evaluation of
assessment that no impairment was required
was considered to be appropriate.
to continue
impaired
Management have
the Kalengwa
Project exploration assets following the decision
to pause work on the project pending resolution
to technical and regulatory issues in Zambia.
The acquisition of the interests in the Kanye
Manganese project in Botswana and the Troulli,
Kokkinapetra and Angleside projects in Cyprus
have taken place during the year and no
indicators of
in
impairment were
respect of the projects.
identified
32
Key audit matter
How the matter was addressed during the
audit
Impairment of
investments
and loans due from subsidiary
companies
the Parent
in
Company
Under International Accounting
Standard 36
‘Impairment of
Assets’, companies are required
to assess whether there is any
indication that an asset may be
impaired at each reporting date.
Management
assessment
involves significant judgements
and assumptions such as the
timing and extent and probability
of future cash flow.
the
The Company has investments
of £6.07m (2020: £4.52m). In
conjunction with the exploration
assets,
investments
represent the primary balance
on the Company balance sheet
and there is a risk it could be
impaired and
intragroup
loans may not be recoverable as
a
the subsidiary
companies incurring losses.
result of
that
therefore
identified
We
the
impairment of loans due from
subsidiary companies as a key
audit matter in the Company
financial statements, which was
the most significant
one of
risks of material
assessed
misstatement.
Our audit work included, but was not restricted
to:
• Reviewing the investments balances for
indicators of impairment in accordance
with IAS 36;
• Assessing the appropriateness of the
methodology applied by management in
their assessment of
the recoverable
amount of intragroup loans by comparing
it to the Group’s accounting policy and IAS
36;
• Assessing management‘s evaluation of
the recoverable amounts of intergroup
loans including review the impairment
provisions and net asset values of
components that have intercompany debt;
• Checking that intergroup loans have been
reconciled and confirming that there are
no material differences.
Key observations
The investment balance correlates with the
Mankayan Project, Eureka Project, Hope Copper
Gold Project, Kalengwa Project and Kanye
Manganese Project, held by subsidiaries and the
joint arrangement in Cyprus. Our impairment
review was therefore linked to our assessment of
indicators of impairment on the corresponding
exploration assets.
have
impaired
the KPZ
Management
International Ltd investment investment and loan
balance in full and following the decision to pause
work on the Kalengwa project pending resolution
to technical and regulatory issues in Zambia.
further
No
necessary.
impairments were considered
33
Key audit matter
How the matter was addressed during the
audit
Accounting and valuation in
relation to the acquisition of
100% of Metrock Resources
Ltd (and its interests in the
Kanye Manganese Project in
Botswana)
is a
that
for
risk
treatment
There
the
the
accounting
acquisitions or the disclosure of
the
investment or valuation
could be misstated.
to
the 50%
Accounting and valuation in
relation
joint
venture agreement and option
Caerus
with
agreement
Mineral Resources
is a
that
for
risk
treatment
the
There
accounting
the
acquisitions or the disclosure of
the
investment or valuation
could be misstated.
Our audit work included, but was not restricted
to:
• Obtaining and reviewing the agreement
supporting the acquisition and agreeing
and
the
consideration
the
investments.
associated with
percentage
investment
• Agreeing
the
the
fair
consideration issued for the investments
made.
value
of
• Reviewing management’s assessment of
the valuation of the investments at the
year end.
• Ensuring that the investments have been
appropriately accounted for in accordance
with IFRS 3 Business Combinations.
Key observations
The fair value of the consideration paid exceeds
the fair value of the net assets acquired on the
the difference has been
acquisition and
recognised as an
intangible asset, being
Exploration and Evaluation assets.
We consider the accounting for the acquisition to
have been carried out appropriately.
Our audit work included, but was not restricted
to:
• Obtaining and reviewing the agreements
supporting the investment and agreeing
the investment percentage and costs
associated with the investments.
• Reviewing management’s assessment of
the valuation of the investments at the
year end.
• Ensuring that the investments have been
appropriately accounted for in accordance
with IFRS 11 Joint Arrangements.
Key observations
This arrangement has currently been treated as
a joint arrangement based on the contractual
34
Key audit matter
How the matter was addressed during the
audit
arrangement gives both parties joint control of
the exploration activities.
We consider the accounting for the acquisition to
have been carried out appropriately.
Our application of materiality
The scope and focus of our audit was influenced by our assessment and application of
materiality. We apply the concept of materiality both in planning and performing our audit,
and in evaluating the effect of misstatements on our audit and on the financial statements.
We define financial statement materiality as the magnitude by which misstatements,
including omissions, could reasonably be expected to influence the economic decisions
taken on the basis of the financial statements by reasonable users.
In order to reduce to an appropriately low level the probability that any misstatements exceed
materiality, we use a lower materiality level, performance materiality, to determine the extent
of testing needed. Importantly, misstatements below these levels will not necessarily be
evaluated as immaterial as we also take account of the nature of identified misstatements,
and the particular circumstances of their occurrence, when evaluating their effect on the
financial statements as a whole.
£170,000 (2020: £141,000)
Materiality Measure Group
Overall materiality
We determined
materiality for the
financial statements
as a whole to be:
How we determine it Based on the main key
indicator, being 2% of the
net assets of the Group
Parent
£170,000 (2020: £112,000)
exceeded
2% of net assets of the Parent
the
Company
Group materiality amount
therefore this was capped at
Group materiality.
Rationale for
benchmarks applied
We believe the net assets are the most appropriate
benchmark due to the size and stage of development of
the Company and Group. This is further supported by
the Group not yet generating any revenue.
Performance
materiality
£127,500
On the basis of our risk assessment, together with our
assessment of the Group’s control environment, our
judgment is that performance materiality for the financial
statements should be 75% of materiality.
35
Specific materiality We also determine a lower level of specific materiality
for certain areas such as directors’ remuneration and
related party transactions of £2,000 as these are
considered to be material by nature.
Reporting threshold
We agreed with the Audit Committee that we would
report to them all misstatements over 5% of Group
materiality identified during the audit, as well as
differences below that threshold that, in our view,
warrant reporting on qualitative grounds. We also report
to the Audit Committee on disclosure matters that we
identified when assessing the overall presentation of the
financial statements.
Other information
The other information comprises the information included in the annual report other than the
financial statements and our auditors’ report thereon. The directors are responsible for the
other information contained within the annual report. Our opinion on the financial statements
does not cover the other information and, except to the extent otherwise explicitly stated in
our report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the
other information is materially inconsistent with the financial statements or our knowledge
obtained in the course of the audit, or otherwise appears to be materially misstated. If we
identify such material inconsistencies or apparent material misstatements, we are required
to determine whether this gives rise to a material misstatement in the financial statements
themselves.
If, based on the work we have performed, we conclude that there is a material misstatement
of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
•
•
the information given in the strategic report and the directors’ report for the financial
year for which the financial statements are prepared is consistent with the financial
statements; and
the strategic report and the directors’ report have been prepared in accordance with
applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Group and Company and its
environment obtained in the course of the audit, we have not identified material
misstatements in the strategic report or the directors’ report.
36
We have nothing to report in respect of the following matters in relation to which the
Companies Act 2006 requires us to report to you if, in our opinion:
• adequate accounting records have not been kept by the Company, or returns
adequate for our audit have not been received from branches not visited by us; or
the Company financial statements are not in agreement with the accounting records
and returns; or
•
• certain disclosures of directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the statement of directors’ responsibilities, set out on page 19,
the directors are responsible for the preparation of the financial statements and for being
satisfied that they give a true and fair view, and for such internal control as the directors
determine is necessary to enable the preparation of financial statements that are free from
material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Group’s
and the Company’s ability to continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis of accounting unless the
directors either intend to liquidate the group or Company or to cease operations, or have no
realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements
as a whole are free from material misstatement, whether due to fraud or error, and to issue
an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with ISAs (UK) will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations.
We design procedures in line with our responsibilities, outlined above, to detect material
misstatements in respect of irregularities, including fraud. The extent to which our
procedures are capable of detecting irregularities, including fraud is detailed below:
Based on our understanding of the Group and the industry in which it operates, we identified
that the principal risks of non-compliance with laws and regulations related to exploration
laws and regulations in the countries the Group operates and company law and we
considered the extent to which non-compliance might have a material effect on the financial
statements. We also considered those laws and regulations that have a direct impact on the
preparation of the financial statements such as the Companies Act 2006. We evaluated
37
Consolidated Statement of Profit and Loss
For the year ended 31 December 2021
Notes
Year ended
31 December
2021
£’000
Year ended
31 December
2020
£’000
CONTINUING OPERATIONS
Group revenue
Cost of sales
Gross profit/(loss)
Operating expenses
Share based payments
Operating loss
Other income
Impairment of assets
Loss before taxation
Taxation
Loss for the financial year from continuing
operations
Loss for the financial year
Attributable to:
Owners of the Company
- Continuing operations
- Discontinued operations
Non-controlling interest
Loss per share (pence)
Basic loss per share from continuing operations
Diluted loss per share from continuing operations
3
3
4
5
6
7
7
-
-
-
(788)
(160)
(948)
-
(110)
-
-
-
(658)
(380)
(1,038)
12
-
(1,058)
(1,026)
-
-
(1,058)
(1,026)
(1,058)
(1,026)
(1,058)
(1,058)
-
-
(1,058)
(0.02)
(0.02)
(977)
(977)
-
(49)
(1,026)
(0.05)
(0.05)
39
Consolidated Statement of Other Comprehensive Income
For the year ended 31 December 2021
Other comprehensive income:
Loss for the financial year
Items that may be reclassified to profit or loss:
Foreign currency reserve movement
Year ended
31 December
2021
£’000
Year ended
31 December
2020
£’000
(1,058)
(1,026)
(40)
(1)
Total comprehensive loss for the financial year
(1,098)
(1,027)
Attributable to:
Owners of the Company
Non-controlling interest
(1,098)
-
(1,098)
(978)
(49)
(1,027)
40
Consolidated Statement of Changes in Equity
For the year ended 31 December 2021
Year ended 31 December
2021
Balance at 1 January 2021
Current year loss
Foreign currency reserve
Total comprehensive loss for
the year
Proceeds from shares issued
Share issue costs
Shares issued - Acquisitions
Shares issued – Acquisitions
(2020)2
Shares issued – Legal fees
Warrants issued to
shareholders
Warrants exercised
Share options granted
Balance at 31 December
2021
Year ended 31 December
2020
Balance at 1 January 2020
Current year loss
Foreign currency reserve
Total comprehensive loss for
the year
Proceeds from shares issued
Share issue costs
Shares issued - Acquisitions
Warrants issued to
shareholders
Warrants exercised
Share options granted
Non-controlling interests on
acquisition of subsidiary
Balance at 31 December
2020
Share
Capital
£’000
Share
Premium
£’000
Other
Reserves1
£’000
Retained
Losses
£’000
Non
Controlling
interest
£’000
Total
Equity
£’000
2,049
-
-
39,125
-
-
1,523
-
(40)
(35,674)
(1,058)
-
(12)
-
-
7,011
(1,058)
(40)
-
18
-
6
-
1
-
2
-
-
1,182
(144)
44
(1,120)
71
-
145
-
(40)
-
-
711
1,120
-
(1,058)
-
-
-
-
-
300
(50)
217
(270)
50
-
-
-
-
-
(1,098)
1,200
(144)
761
-
-
-
-
-
-
72
30
147
217
2,076
39,301
3,781
(36,952)
(12)
8,196
Share
Capital
£’000
Share
Premium
£’000
Other
Reserves1
£’000
Retained
Losses
£’000
Non
Controlling
interest
£’000
Total
Equity
£’000
2,003
-
-
36,429
-
-
840
-
(1)
(34,489)
(977)
-
-
(49)
-
4,783
(1,026)
(1)
-
24
-
12
-
10
-
-
-
951
(105)
1,120
-
730
-
-
(1)
-
-
-
486
(243)
441
(977)
-
-
-
(451)
243
-
(49)
-
-
-
(1,027)
975
(105)
1,132
-
-
-
35
740
441
-
-
37
37
2,049
39,125
1,523
(35,674)
(12)
7,011
1 Other reserves is made up of the share-based payment and foreign exchange reserve.
2 Share premium on acquisitions during the year to 31 December 2020 have been reclassified to merger
reserves during the year.
41
Company Statement of Changes in Equity
For the year ended 31 December 2021
Year ended 31 December 2021
Balance at 1 January 2021
Current year loss
Total comprehensive loss for the year
Proceeds from shares issued
Share issue costs
Shares issued - Acquisitions
Shares issued – Acquisitions (2020)2
Share Issued – Legal fees
Warrants issued to shareholders
Warrants exercised
Share options granted
Balance at 31 December 2021
Year ended 31 December 2020
Balance at 1 January 2020
Current year loss
Share
Capital
£’000
Share
Premium
£’000
Other
Reserves1
£’000
Retained
Losses
£’000
Total
Equity
£’000
2,049
-
39,125
-
1,000
-
(33,818)
(1,211)
8,356
(1,211)
-
18
-
6
-
1
-
2
-
2,076
-
1,182
(144)
44
(1,120)
71
-
145
-
39,303
-
-
-
711
1,120
-
300
(50)
217
3,298
(1,211)
-
-
-
-
-
(270)
50
-
(35,249)
(1,211)
1,200
(144)
761
-
72
30
147
217
9,428
Share
Capital
£’000
Share
Premium
£’000
Other
Reserves1
£’000
Retained
Losses
£’000
Total
Equity
£’000
2,003
-
36,429
-
316
-
(32,732)
(878)
6,016
(878)
Total comprehensive loss for the year
Proceeds from shares issued
Share issue costs
Shares issued - Acquisitions
Warrants issued to shareholders
Warrants exercised
Share options granted
Balance at 31 December 2020
-
24
-
12
-
10
-
2,049
-
951
(105)
1,120
-
730
-
39,125
-
-
-
-
486
(243)
441
1,000
(878)
-
-
-
(451)
243
-
(33,818)
(878)
975
(105)
1,132
35
740
441
8,356
1 Other reserves is made up of the share-based payment, foreign exchange and merger reserve.
2 Share premium on acquisitions during the year to 31 December 2020 have been reclassified to merger
reserves during the year.
42
Consolidated and Company Balance Sheets
As at 31 December 2021
Notes
Consolidated
2021
£’000
2020
£’000
Company
2021
£’000
2020
£’000
10
11
13
14
15
17
17
ASSETS
Non-current assets
Plant and equipment
Investments
Exploration and evaluation assets
Total non-current assets
Current assets
Trade and other receivables
Cash and cash equivalents
Total current assets
TOTAL ASSETS
LIABILITIES
Current liabilities
Trade and other payables
Total current liabilities
NET ASSETS
EQUITY
Share capital
Share premium
Share-based payment reserve
Foreign exchange reserve
Merger reserve
Retained losses
Non-controlling interests
TOTAL EQUITY
2
49
7,900
7,951
48
728
776
776
3
-
6,405
6,408
28
1,128
1,156
1,156
-
6,066
3,129
9,195
26
710
736
736
-
4,516
3,129
7,645
16
1,094
1,110
1,110
8,727
7,564
9,931
8,755
531
531
553
553
503
503
399
399
8,196
7,011
9,428
8,356
2,076
39,303
1,325
625
1,831
(36,952)
8,208
(12)
2,049
39,125
858
665
-
(35,674)
7,023
(12)
2,076
39,303
1,325
142
1,831
(35,249)
9,428
-
2,049
39,125
858
142
-
(33,818)
8,356
-
8,196
7,011
9,428
8,356
In accordance with the provisions of Section 408 of the Companies Act 2006, the Parent Company has not presented a
separate income statement. A loss for the year ended 31 December 2021 of £1,211,000 (2020: £878,000) has been
included in the consolidated income statement.
These financial statements were approved by the Board of Directors on 30 June 2022 and signed on its behalf by:
Mr Colin Bird
Executive Chairman
Company Registration No. 02918391
43
Consolidated and Company Statements of Cash Flows
For the year ended 31 December 2021
Consolidated
Year
ended 31
December
2021
£’000
Year
ended 31
December
2020
£’000
Company
Year
ended 31
December
2021
£’000
Year
ended 31
December
2020
£’000
Notes
Net cash outflow from operating activities
20
(837)
(576)
(507)
(407)
Cash flows from investing activities
Proceeds from sale of PP&E
Deferred exploration expenditure
Investment in subsidiary
Loans to subsidiaries
Cash flows from financing activities
Proceeds from issuance of ordinary shares
-
(801)
-
-
(801)
12
(271)
-
-
(259)
-
-
(345)
(766)
(1,111)
-
-
(245)
(227)
(472)
21
1,235
1,644
1,235
1,644
(Decrease)/increase in cash
(403)
809
(383)
765
Cash and cash equivalents at beginning of
year
Foreign exchange movement
1,128
3
330
(11)
1,094
(1)
329
-
Cash and cash equivalents at end of year
728
1,128
710
1,094
44
Notes to the financial statements
For the year ended 31 December 2021
General information
Bezant Resources Plc (the “Company”) is a company incorporated in England and Wales. The address of
its registered office and principal place of business is disclosed in the corporate directory. The Company is
quoted on the AIM Market (“AIM”) of the London Stock Exchange and has the TIDM code of BZT. Information
required by AIM Rule 26 is available in the section of the Group’s website with that heading at
www.bezantresources.com.
1.
Accounting policies
1.1
Accounting policies
The principal accounting policies applied in the preparation of these financial statements are set out
below. These policies have been consistently applied to all the years presented, unless otherwise
stated below.
Going concern basis of accounting
The Group made a loss from all operations for the year ended 31 December 2021 after tax of
£1,058,000 (2020: £1,026,000), had negative cash flows from operations and is currently not
generating revenues. Cash and cash equivalents were £728,000 as at 31 December 2021. An
operating loss is expected in the year subsequent to the date of these accounts and as a result the
Company will need to raise funding to provide additional working capital to finance its ongoing
activities. Management has successfully raised money in the past, but there is no guarantee that
adequate funds will be available when needed in the future.
The COVID-19 pandemic announced by the World Health Organisation in 2020 initially had a
markedly negative impact on global stock markets although many sectors and stock market losses
have been recovered there is increased volatility as stock markets react to ongoing news in relation
to the short-term and long-term impact of COVID-19 and the financially implications of the economic
stimulus packages adopted by most governments to protect and / or support their economies this
has also, affected currencies and general business activity and supply chains
Notwithstanding this the Company was able to complete and announce in 2020 a fundraising of
£1,200,000 and secure a £1,000,000 funding facility. The Company developed a work at home policy
and adopted local procedures for exploration activities to address the health and wellbeing of its
directors, consultants and contractors, and their families, from COVID-19. Whilst in many countries,
including the United Kingdom with universal vaccination programmes, COVID-19 appears to be
under control the timing and extent of the impact and recovery from COVID-19 in other countries is
still not certain as many countries particularly in the developing world have yet to fully implement
successful vaccination programs accordingly COVID-19 remains an issue that requires ongoing
monitoring in 2022 and likely at least into 2023 but possibly longer.
Based on the Board's assessment that the Company will be able to raise additional funds, as and
when required, to meet its working capital and capital expenditure requirements, the Board have
concluded that they have a reasonable expectation that the Group can continue in operational
existence for the foreseeable future. For these reasons the Group continues to adopt the going
concern basis in preparing the annual report and financial statements.
There is a material uncertainty related to the conditions above that may cast significant doubt on the
Group's ability to continue as a going concern and therefore the Group may be unable to realise its
assets and discharge its liabilities in the normal course of business.
The financial report does not include any adjustments relating to the recoverability and classification
of recorded asset amounts or liabilities that might be necessary should the entity not continue as a
going concern.
Basis of preparation
The financial information, which incorporates the financial information of the Company and its
subsidiary undertakings (the “Group”), has been prepared using the historical cost convention and
in accordance with UK adopted International Accounting Standards including IFRS 6 ‘Exploration
for and Evaluation of Mineral Resources’.
45
Notes to the financial statements (continued)
For the year ended 31 December 2021
1.1
Accounting policies (continued)
Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and its
subsidiary undertakings and have been prepared using the principles of acquisition accounting,
which includes the results of the subsidiaries from their dates of acquisition.
All intra-group transactions, income, expenses and balances are eliminated fully on consolidation.
A subsidiary undertaking is excluded from the consolidation where the interest in the subsidiary
undertaking is held exclusively with a view to subsequent resale and the subsidiary undertaking has
not previously been consolidated in the consolidated accounts prepared by the parent undertaking.
Business combination
On acquisition, the assets and liabilities and contingent liabilities of a subsidiary are measured at
their fair values at the date of acquisition. Any excess of the cost of acquisition over the fair values
of the identifiable net assets acquired is recognised as goodwill. Any deficiency of the cost of
acquisition below the fair values of the identifiable net assets acquired (i.e. discount on acquisition)
is credited to profit and loss in the year of acquisition. The interest of non-controlling shareholders is
stated at the minority’s proportion of the fair values of the assets and liabilities recognised.
Subsequently, any losses applicable to the non-controlling interest in excess of the non-controlling
interest are allocated against the interests of the parent.
New IFRS standards and interpretations
At the date of authorisation of these financial statements, the company has not early adopted the
following amendments to Standards and Interpretations that have been issued but are not yet
effective:
Standard or Interpretation
Narrow scope amendments to IFRS 3, IAS 16 and IAS 37
Annual improvements to IFRS Standards 2018-2020
Amendments to IAS 1: Classification of Liabilities as Current or
Non-Current
Effective for annual periods
commencing on or after
1 January 2022
1 January 2022
1 January 2023
Amendments to IAS 1 and IFRS Practice Statement 2:
Disclosure of Accounting Policies
1 January 2023
Amendments to IAS 8: Definition of Accounting Estimates
1 January 2023
Amendments to IAS 12: Deferred Tax Related to Assets and
Liabilities arising from a Single Transaction.
1 January 2023
As yet, none of these have been endorsed for use in the UK and will not be adopted until such time
as endorsement is confirmed. The directors do not expect any material impact as a result of adopting
the standards and amendments listed above in the financial year they become effective.
1.2
Significant accounting judgments, estimates and assumptions
The carrying amounts of certain assets and liabilities are often determined based on estimates and
assumptions of future events. The key estimates and assumptions that have a significant risk of
causing a material adjustment to the carrying amounts of certain assets and liabilities within the next
annual reporting year are:
46
Notes to the financial statements (continued)
For the year ended 31 December 2021
1.2
Significant accounting judgments, estimates and assumptions (continued)
Share-based payment transactions:
The Group measures the cost of equity-settled transactions with directors, consultants and
employees by reference to the fair value of the equity instruments at the date at which they are
granted. The fair value is determined by using a Black and Scholes model which takes into account
expected share volatility, strike price, term of the option and the dividend policy.
Impairment of investments, options and deferred exploration expenditure:
The Group determines whether investments (including those acquired during the period), options
and deferred exploration expenditure are impaired when indicators, based on facts and
circumstances, suggest that the carrying amount may exceed its recoverable amount. Such
indicators include the point at which a determination is made as to whether or not commercial mining
reserves exist in the subsidiary or associate in which the investment is held or whether exploration
expenditure capitalised is recoverable by way of future exploitation or sale, obviously pending
completion of the exploration activities associated with any specific project in each segment.
Fair value of assets and liabilities acquired on acquisition of subsidiaries
The Group determines the fair value of assets and liabilities acquired on acquisition of subsidiaries
by reference to the carrying value at the date of acquisition and by reference to exploration activities
undertaken and/or information that the Directors become aware of post acquisition (note 12).
1.3
1.4
Interest income
Interest revenue is recognised on a time proportionate basis that takes into account the effective
yield on the financial asset.
Share-based payments
The Company offered share-based payments to certain directors and advisers by way of issues of
share options, none of which to date have been exercised. The fair value of these payments is
calculated by the Company using the Black Scholes option pricing model. The expense is recognised
on a straight-line basis over the year from the date of award to the date of vesting, based on the
Company’s best estimate of shares that will eventually vest (note 18).
1.5
Financial instruments
Recognition, initial measurement and derecognition
Financial assets and financial liabilities are recognised when the Group becomes a party to the
contractual provisions of the financial instrument, and are measured initially at fair value adjusted by
transactions costs, except for those carried at fair value through profit or loss, which are measured
initially at fair value. Subsequent measurement of financial assets and financial liabilities are
described below.
Financial assets are derecognised when the contractual rights to the cash flows from the financial
asset expire, or when the financial asset and all substantial risks and rewards are transferred. A
financial liability is derecognised when it is extinguished, discharged, cancelled or expires.
Classification and subsequent measurement of financial assets
Except for those trade receivables that do not contain a significant financing component and are
measured at the transaction price in accordance with IFRS 15, all financial assets are initially
measured at fair value adjusted for transaction costs (where applicable).
47
Notes to the financial statements (continued)
For the year ended 31 December 2021
1.5
Financial instruments (continued)
Classification and subsequent measurement of financial assets (continued)
For the purpose of subsequent measurement, financial assets other than those designated and
effective as hedging instruments are classified into the following categories upon initial recognition:
•
•
•
•
amortised cost
fair value through profit or loss (“FVPL”)
equity instruments at fair value through other comprehensive income (“FVOCI”)
debt instruments at FVOCI
All income and expenses relating to financial assets that are recognised in profit or loss are
presented within finance costs, finance income or other financial items, except for expected credit
losses of trade receivables which is presented within other expenses.
Classifications are determined by both:
• The entities business model for managing the financial asset;
• The contractual cash flow characteristics of the financial assets.
Subsequent measurement financial assets
Financial assets at amortised cost
Financial assets are measured at amortised cost if the assets meet the following conditions (and
are not designated as FVPL):
•
•
they are held within a business model whose objective is to hold the financial assets and
collect its contractual cash flows
the contractual terms of the financial assets give rise to cash flows that are solely
payments of principal and interest on the principal amount outstanding
After initial recognition, these are measured at amortised cost using the effective interest method.
Discounting is omitted where the effect of discounting is immaterial. The Group’s cash and cash
equivalents, trade and most other receivables fall into this category of financial instruments.
Financial assets at fair value through profit or loss (FVPL)
Financial assets that are held within a different business model other than ‘hold to collect’ or ‘hold
to collect and sell’ are categorised at fair value through profit and loss. Further, irrespective of
business model financial assets whose contractual cash flows are not solely payments of principal
and interest are accounted for at FVPL. All derivative financial instruments fall into this category,
except for those designated and effective as hedging instruments, for which the hedge accounting
requirements apply (see below).
Equity instruments at fair value through other comprehensive income (Equity FVOCI)
Investments in equity instruments that are not held for trading are eligible for an irrevocable
election at inception to be measured at FVOCI. Under Equity FVOCI, subsequent movements in
fair value are recognised in other comprehensive income and are never reclassified to profit or
loss. Dividends from these investments continue to be recorded as other income within the profit
or loss unless the dividend clearly represents return of capital.
Debt instruments at fair value through other comprehensive income (Debt FVOCI)
Financial assets with contractual cash flows representing solely payments of principal and interest
and held within a business model of collecting the contractual cash flows and selling the assets
are accounted for at debt FVOCI.
48
Notes to the financial statements (continued)
For the year ended 31 December 2021
1.5
Financial instruments (continued)
Any gains or losses recognised in OCI will be reclassified to profit or loss upon derecognition of the
asset.
IFRS 9’s impairment requirements use more forward-looking information to recognize expected
credit losses – the ‘expected credit losses (“ECL”) model’.
The Group considers a broader range of information when assessing credit risk and measuring
expected credit losses, including past events, current conditions, reasonable and supportable
forecasts that affect the expected collectability of the future cash flows of the instrument.
In applying this forward-looking approach, a distinction is made between:
•
•
financial instruments that have not deteriorated significantly in credit quality since
initial recognition or that have low credit risk (‘Stage 1’) and
financial instruments that have deteriorated significantly in credit quality since initial
recognition and whose credit risk is not low (‘Stage 2’).
‘Stage 3’ would cover financial assets that have objective evidence of impairment at the reporting
date.
‘12-month expected credit losses’ are recognised for the first category while ‘lifetime expected credit
losses’ are recognised for the second category.
Measurement of the expected credit losses is determined by a probability-weighted estimate of
credit losses over the expected life of the financial instrument.
Trade and other receivables and contract assets
The Group makes use of a simplified approach in accounting for trade and other receivables as well
as contract assets and records the loss allowance at the amount equal to the expected lifetime credit
losses. In using this practical expedient, the Group uses its historical experience, external indicators
and forward-looking information to calculate the expected credit losses using a provision matrix.
Classification and measurement of financial liabilities
The Group’s financial liabilities include trade and other payables.
Financial liabilities are initially measured at fair value, and, where applicable, adjusted for
transaction costs unless the Group designated a financial liability at fair value through profit or loss.
Subsequently, financial liabilities are measured at amortised cost using the effective interest method
except for derivatives and financial liabilities designated at FVPL, which are carried subsequently at
fair value with gains or losses recognised in profit or loss (other than derivative financial instruments
that are designated and effective as hedging instruments).
All interest-related charges and, if applicable, changes in an instrument’s fair value that are reported
in profit or loss are included within finance costs or finance income.
1.6
Cash and cash equivalents
Cash comprises cash at bank and in hand. Cash equivalents are short term, highly liquid investments
that are readily convertible to known amounts of cash and which are subject to an insignificant risk
of changes in value. For the purposes of the Cash Flow Statement, cash and cash equivalents
consist of cash and cash equivalents as defined above, net of outstanding bank overdrafts.
49
Notes to the financial statements (continued)
For the year ended 31 December 2021
1.7
Trade and other receivables
Trade receivables are recognised and carried at original invoice amount less an allowance for any
expected credit loss amounts.
1.8
Foreign currency transactions and balances
(i) Functional and presentational currency
Items included in the Group’s financial statements are measured using Pounds Sterling (“£”), which
is the currency of the primary economic environment in which the Group operates (“the functional
currency”). The financial statements are presented in Pounds Sterling (“£”), which is the functional
currency of the Company and is the Group’s presentational currency.
The individual financial statements of each Group company are presented in the functional currency
of the primary economic environment in which it operates.
(ii) Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates
prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the
settlement of such transactions and from the translation at year end exchange rates of monetary
assets and liabilities denominated in foreign currencies are recognised in the income statement.
Transactions in the accounts of individual Group companies are recorded at the rate of exchange
ruling on the date of the transaction. Monetary assets and liabilities denominated in foreign
currencies are translated at the rates ruling at the balance sheet date. All differences are taken to
the income statement.
For the purpose of presenting consolidated financial statements, the assets and liabilities of the
Group’s foreign operations are translated at exchange rates prevailing on the balance sheet date.
Income and expense items are translated at the average exchange rates for the year. Exchange
differences arising recognised in other comprehensive income and transferred to the Group’s
translation reserve within equity as ‘Other reserves’. Upon disposal of foreign operations, such
translation differences are derecognised as an income or as expenses in the year in which the
operation is disposed of in other comprehensive income.
Taxation
Current tax for current and prior periods is, to the extent unpaid, recognised as a liability. If the
amount already paid in respect of current and prior periods exceeds the amount due for those
periods, the excess is recognised as an asset. Deferred tax is provided in full in respect of taxation
deferred by timing differences between the treatment of certain items for taxation and accounting
purposes. A deferred tax asset is recognised for all deductible temporary differences to the extent
that it is probable that taxable profit will be available against which the deductible temporary
difference can be utilised. A deferred tax asset is not recognised when it arises from the initial
recognition of an asset or liability in a transaction at the time of the transaction, affects neither
accounting profit nor taxable profit. Deferred tax balances are not discounted.
Plant and equipment
Plant and equipment are stated at historical cost less depreciation. Historical cost includes
expenditure that is directly attributable to the acquisition of the items. Subsequent costs are included
in the asset's carrying amount, only when it is probable that future economic benefits associated with
the item will flow to the Group and the cost of the item can be measured reliably. All other repairs
and maintenance are charged to the profit and loss account during the financial year in which they
are incurred.
Depreciation on these assets is calculated using the diminishing value method to allocate the cost
less residual values over their estimated useful lives as follows:
50
1.9
1.10
Notes to the financial statements (continued)
For the year ended 31 December 2021
1.10
Plant and equipment (continued)
Plant and equipment - 33.33%
Fixtures and fittings - 7.5%
1.11
1.12
The assets' residual values and useful lives are reviewed, and adjusted if appropriate at the balance
sheet date.
Impairment of assets
At each reporting date, the Company reviews the carrying values of its tangible and intangible assets
to determine whether there is any indication that those assets have been impaired. If such an indication
exists, the recoverable amount of the asset, being the higher of the asset’s fair value less costs to sell
and value in use, is compared to the asset’s carrying value. Any excess of the asset’s carrying value
over its recoverable amount is expensed to the profit and loss account.
Trade and other payables
Trade payables and other payables are carried at amortised costs and represent liabilities for goods
and services provided to the Group prior to the end of the financial year that are unpaid and arise when
the Group becomes obliged to make future payments in respect of the purchase of these goods and
services.
1.13 Exploration, evaluation and development expenditure
Exploration, evaluation and development expenditure incurred is accumulated in respect of each
identifiable area of interest. These costs are only carried forward to the extent that they are expected
to be recouped through the successful development of the area or where activities in the area have not
yet reached a stage which permits reasonable assessment of the existence of economically
recoverable reserves. Accumulated costs in relation to an abandoned area are written off in full in the
year in which the decision to abandon the area is made. When production commences, the
accumulated costs for the relevant area of interest are transferred to development assets and amortised
over the life of the area according to the rate of depletion of the economically recoverable reserves. A
regular review is undertaken of each area of interest to determine the appropriateness of continuing to
carry forward costs in relation to that area of interest.
Costs of site restoration are provided when an obligating event occurs from when exploration
commences and are included in the costs of that stage. Site restoration costs include the dismantling
and removal of mining plant, equipment and building structures, waste removal and rehabilitation of the
site in accordance with clauses of the mining permits. Such costs have been determined using
estimates of future costs, current legal requirements and technology on a discounted basis.
Any changes in the estimates for the costs are accounted for on a prospective basis. In determining
the costs of site restoration, there is uncertainty regarding the nature and extent of the restoration due
to community expectations and future legislation. Accordingly, the costs have been determined on the
basis that the restoration will be completed within one year of abandoning the site.
1.14
Investments
Investments in subsidiaries, joint ventures and associated companies are carried at cost less
accumulated impairment losses in the Company’s balance sheet. On disposal of investments in
subsidiaries, joint ventures and associated companies, the difference between disposal proceeds
and the carrying amounts of the investments are recognised in profit or loss.
51
Notes to the financial statements (continued)
For the year ended 31 December 2021
2.
Segment reporting
For the purposes of segmental information, the operations of the Group are focused in geographical segments, namely the UK, Argentina, Namibia, Zambia,
Botswana, Cyprus and the Philippines and comprise one class of business: the exploration, evaluation and development of mineral resources. The UK is used for
the administration of the Group.
The Group’s loss before tax arose from its operations in the UK, Argentina, Namibia, Zambia, Botswana, Philippines and Cyprus.
For the year ended 31 December 2021
UK Argentina
£’000
£’000
Philippines
£’000
Namibia
£’000
Zambia
£’000
Botswana
£’000
Cyprus
£’000
Continuing operations
Consolidated loss before tax
Included in the consolidated loss before tax are the
following income/(expense) items:
Foreign currency loss
Total Assets
Total Liabilities
(945)
(87)
-
(22)
845
(506)
-
5,201
(25)
-
49
-
(3)
-
1,840
-
-
-
-
-
(1)
-
792
-
For the year ended 31 December 2020
UK Argentina
£’000
£’000
Philippines
£’000
Namibia
£’000
Zambia
£’000
Botswana
£’000
Continuing operations
Consolidated loss before tax
Included in the consolidated loss before tax are the
following income/(expense) items:
Foreign currency loss
Total Assets
Total Liabilities
(860)
(53)
-
(32)
(70)
(11)
1,117
(404)
-
4,834
(42)
-
-
-
-
1,405
(107)
-
208
-
-
-
-
-
-
-
-
Cyprus
£’000
-
-
-
-
Total
£’000
(1,036)
(22)
8,727
(531)
Total
£’000
(1,015)
(11)
7,564
(553)
Notes to the financial statements (continued)
For the year ended 31 December 2021
3.
Operating expenses
On-going operating expenses
Depreciation and amortisation
Share option expense
4.
Operating loss
The Group’s operating loss is stated after charging:
Parent Company auditor’s remuneration - audit services
Parent Company auditor’s remuneration - tax services
Parent Company auditor’s remuneration - other services
Operating lease - premises
Foreign exchange loss
5.
Impairment of assets
Impairment loss on loan to associate (1)
Provision for impairment of investment – Kalengwa Project
(Zambia) (2)
Year ended
31 December
2021
£’000
Year ended
31 December
2020
£’000
788
-
160
948
657
1
380
1,038
Year ended
31 December
2021
£’000
Year ended
31 December
2020
£’000
32
-
2
15
22
28
2
1
15
8
Year ended
31 December
2021
£’000
Year ended
31 December
2020
£’000
-
110
110
-
-
-
(1) The Mankayan project owned by Crescent Mining and Development Corporation was fully impaired
in 2016 due to then significant lingering uncertainty concerning the political and tax environment in the
Philippines. Although the political and tax environment has subsequently improved it was not considered
prudent in the 2019 accounts to write back any of the provision made in prior years.
In 2019, the Group sold 80% of its interest in the Mankayan copper-gold project and derecognised its
investment in its subsidiary, Asean Copper Investments Limited and the loan balances outstanding have
been fully impaired.
On 28 April 2021 the Company announced that it had served notice of termination of its transaction
agreement (the "Transaction Agreement") dated 4 October 2019 with Mining and Minerals Industries
Holding Pte. Ltd. ("MMIH"), a private company incorporated in Singapore, with respect to the sale of 80
per cent. of the Company's interest in the Mankayan copper-gold project in the Philippines (the
"Mankayan Project") to MMJV Pte. Ltd. ("MMJV"), a 100 percent subsidiary of MMIH, (the "Transaction")
as MMIH has not met its Total Funding Commitment as defined in the Transaction Agreement and that
the Company, would explore and pursue options including the possibility of re-positioning the Mankayan
project within the Company's portfolio of copper and gold assets but in the meantime the previous
provisions against the Company’s investment in the Mankayan Project writing it down to Nil have not
been written back.
Notes to the financial statements (continued)
For the year ended 31 December 2021
5.
Impairment of assets (continued)
On 13 September 2021 the Company, entered into a conditional agreement with IDM Mankayan Pty
Ltd (“IDM”), a company incorporated in Australia, to take the Mankayan Project in the Philippines
forward (the “IDM Agreement”). The IDM Agreement has completed and IDM and now owns 27.5% of
IDM. The Mankayan project's MPSA was originally issued for a standard 25 year period, which expired
on 11 November 2021, and as announced by the Company on 18 March 2022 has been renewed for
a second 25 year term with effect from 12 November 2021.
(2) In light of technical and regulatory issues related to the Kalengwa project the Company has with the
agreement of its partners agreed to pause work on this project pending resolution of these issues and
accordingly has decided with effect from 31 December 2021 to make a full provision against its
investment in the Kalengwa project.
6.
Taxation
UK Corporation tax
- current year
Total current tax charge
Factors affecting the tax charge for the year:
Loss on ordinary activities before tax
Loss on ordinary activities multiplied by the
standard rate of UK corporation tax of 19% (2020: 19%)
Effects of:
Non-deductible expenses
Tax losses (unprovided deferred tax)
Total tax charge
Year ended
31 December
2021
£’000
-
Year ended
31 December
2020
£’000
-
-
-
(1,058)
(1,026)
(201)
(196)
-
201
-
-
196
-
At 31 December 2021, the Group had unused losses carried forward of £13,825,000 (2020:
£13,037,000) available for offset against suitable future profits. Most of the losses were sustained in
the United Kingdom.
The Group’s deferred tax asset as at 31 December 2021 that arose from these losses has not been
recognised in respect of such losses due to the uncertainty of future profit streams. The contingent
deferred tax asset, which has been measured at 25%, is estimated to be £3,456,000 (2020:
£2,336,000). A net deferred tax asset arising from these losses has not been established as the
Directors have assessed the likelihood of future profits being available to offset such deferred tax
assets is uncertain.
7.
Loss per share
The basic and diluted loss per share have been calculated using the loss attributable to equity holders
of the Company for the year ended 31 December 2021 of £1,058,000 (2020: £977,000) of which
£1,058,000 (2020: £977,000) was from Continuing Operations and £nil (2020: nil) was from
Discontinued Operations. The basic loss per share was calculated using a weighted average number
of shares in issue of 4,015,035,915 (2020: 2,046,170,268).
The diluted loss per share has been calculated using a weighted average number of shares in issue
and to be issued of 4,813,590,723 (2020: 2,397,420,278).
The diluted loss per share and the basic loss per share are recorded as the same amount, as
conversion of share options decreases the basic loss per share, thus being anti-dilutive.
54
Notes to the financial statements (continued)
For the year ended 31 December 2021
8.
Directors’ emoluments
The Directors’ emoluments of the Group are as follows:
Wages, salaries, fees and share options
Refer to page 17 for details of the remuneration of each director.
9.
Employee information
Average number of employees including directors and
consultants:
Management and technical
Salaries (excluding directors’ remuneration)
10.
Plant and equipment
Year ended
31 December
2021
£’000
Year ended
31 December
2020
£’000
290
427
Year ended
31 December
2021
Year ended
31 December
2020
5
5
Year ended
31 December
2021
£’000
-
Year ended
31 December
2020
£’000
-
Plant and equipment
Cost
At beginning of year
Exchange differences
At end of year
Depreciation
At beginning of year
Charge for the year
Exchange differences
At end of year
Net book value at end of year
Consolidated
2021
£’000
2020
£’000
Company
2021
£’000
2020
£’000
67
-
67
64
1
-
65
2
68
(1)
67
64
1
(1)
64
3
60
-
60
59
1
-
60
-
60
-
60
58
1
-
59
1
55
Notes to the financial statements (continued)
For the year ended 31 December 2021
11.
Investments
Loan to associate (note
11.1)
Impairment provision
(note 5)
Investment in associate
Investment in
subsidiaries
Impairment Provision
(note 5)
Other Investments
Loan to subsidiaries
Provision for subsidiary
loan recoverability
Consolidated
2021
£’000
2020
£’000
Company
2021
£’000
2020
£’000
211
211
124
3,980
(211)
(211)
(124)
(3,980)
49
-
-
-
-
-
-
-
-
-
-
-
49
2,978
(208)
228
3,779
-
2,077
-
-
3,022
(760)
(583)
49
-
6,066
4,516
11.1
The Group’s share of the results of its associate and its assets and liabilities:
The Mankayan project owned by Crescent Mining and Development Corporation was fully impaired in
2016 due to then significant lingering uncertainty concerning the political and tax environment in the
Philippines. Although the political and tax environment has subsequently improved it was not
considered prudent in the 2019 accounts to write back any of the provision made in prior years.
Termination of Agreement with MMIH: In 2019 the Company sold 80% of its interest in the
Mankayan copper-gold porphyry project in the Philippines to MMIH of Singapore who intend a
reverse takeover or listing on the Singapore or other suitable exchange. Post the period end on 28
April 2021 the Company announced it had served notice of termination of its transaction agreement
(the "Transaction Agreement") dated 4 October 2019 with Mining and Minerals Industries Holding
Pte. Ltd. ("MMIH"), a private company incorporated in Singapore, with respect to the sale of 80 per
cent. of the Company's interest in the Mankayan copper-gold project in the Philippines (the
"Mankayan Project") to MMJV Pte. Ltd. ("MMJV"), a 100 percent subsidiary of MMIH, (the
"Transaction") as MMIH has not met its Total Funding Commitment as defined in the Transaction
Agreement. Bezant, is exploring and pursuing options including the possibility of re-positioning the
Mankayan project within the Company's portfolio of copper and gold assets. As mentioned in note
5 the previous provisions writing the Group investment in the Mankayan Project to Nil have not been
written back. Due to the termination of the Transaction Agreement the contingent consideration due to
the Company under the Transaction Agreement of S$10m shares in a ListCo has not been recognised.
On 13 September 2021 the Company, entered into a conditional agreement with IDM Mankayan Pty
Ltd (“IDM”), a company incorporated in Australia, to take the Mankayan Project in the Philippines
forward (the “IDM Agreement”). The IDM Agreement has completed and IDM and now owns 27.5%
of IDM but has no management control over or right to appoint directors of IDM which is why the
shareholding is held as an investment at cost. The Mankayan project's MPSA was originally issued
for a standard 25 year period, which expired on 11 November 2021, and as announced by the
Company on 18 March 2022 has been renewed for a second 25 year term with effect from 12
November 2021.
56
Notes to the financial statements (continued)
For the year ended 31 December 2021
11.2
Investments - subsidiary undertakings
The Company’s significant subsidiary undertakings held as fixed asset investments as at
31 December 2021 were as follows:
Country of
incorporation
Principal
Activity
Percentage of
ordinary share
capital held
Held directly
Tanzania Gold Limited
Virgo Resources Limited
KPZ International Limited
Hope Copper Gold Investments Ltd
(BVI)
Held indirectly
Anglo Tanzania Gold Limited
Ireland
Australia
BVI
BVI
England
Eureka Mining & Exploration SA
Argentina
Puna Metals SA
Argentina
Hepburn Resources Pty Ltd
Australia
Hope and Gorob Mining Pty Ltd
Namibia
Hope Namibia Exploration Pty Ltd
Namibia
KPZ Processing Zone Limited
Zambia
Metrock Resources Pty Ltd
Coastal Resources Pty Ltd
Australia
Australia
Coastal Minerals Proprietary Limited Botswana
Cypress Sources Proprietary Limited Botswana
Holding Company
Holding Company
Holding Company
Holding Company
Gold and copper
exploration
Gold and copper
exploration
Gold and copper
exploration
Gold and copper
exploration
Gold and copper
exploration
Gold and copper
exploration
Gold and copper
exploration
Holding Company
Gold and copper
exploration
Gold and copper
exploration
Gold and copper
exploration
100%
100%
30%
100%
100%
100%
100%
100%
70%
80%
30%
100%
100%
100%
100%
12.
Acquisition of subsidiaries
12.1 Acquisition of Metrock Resources Limited
Botswana
On 12 February 2021 the Company completed the acquisition of 100% of Metrock Resources Pty
Ltd and its interest in the Kanye Manganese Project.
The fair value of the assets and liabilities acquired were as follows:
Consideration
Equity consideration
- Ordinary shares (issued)
- Options
Cash consideration
Fair value of assets and liabilities acquired
Deemed fair value of
exploration assets acquired
2021
£’000
633
57
13
703
(171)
532
57
Notes to the financial statements (continued)
For the year ended 31 December 2021
12.
Acquisition of subsidiaries (continued)
12.2 Acquisition of Virgo Resources Pty Ltd
On 18 February 2021 the Company settled Virgo Resources Pty Ltd creditors by issuing 19,703,703
shares totalling £44,333. The balance of deferred consideration shares to be issued at 31 December
2021 is 15,763,889 shares (note 15).
13.
Exploration and evaluation assets
Balance at beginning of year
Acquisitions during year
- Namibia (note 12)
- Zambia
- Botswana (note 12)
Exploration expenditure
Provision for impairment (note 5)
Exchange differences
Carried forward
at end of year
13.1 Exploration Assets
Consolidated
2021
£’000
2020
£’000
6,405
-
-
532
1,073
(110)
-
4,778
1,283
131
-
218
-
(5)
Company
2021
£’000
3,129
-
-
-
-
-
-
2020
£’000
3,129
-
-
-
-
-
-
7,900
6,405
3,129
3,129
Argentina
The amount of capitalised exploration and evaluation expenditure relates to 12 licences comprising the
Eureka Project and are located in north-west Jujuy near to the Argentine border with Bolivia and are
formally known as Mina Eureka, Mina Eureka II, Mina Gino I, Mina Gino II, Mina Mason I, Mina Mason
II, Mina Julio I, Mina Julio II, Mina Paul I, Mina Paul II, Mina Sur Eureka and Mina Cabereria Sur,
covering, in aggregate, an area in excess of approximately 5,500 hectares and accessible via a series
of gravel roads. All licences remain valid and in May 2019 the Company obtained a two-year renewal of
its Environmental Impact.
Assessment (EIA) approvals in respect of its Mina Eureka, Mina Gino I, Mina Gino II, Mina Mason I,
Mina Mason II, Mina Julio I, Mina Julio II, Mina Paul I, Mina Paul II, being the 9 northern most licences
which are the intended focus of a future exploration programme the Company is in the process of
applying for the extension of the validity period of the May 2019 EIA approvals.
Notwithstanding the absence of new exploration activities on-site during the period the directors, given
their intention post COVID-19 in Argentina to focuss on finding a joint venture partner for the project
have assessed the value of the intangible asset having considered any indicators of impairment, and
in their opinion, based on a review of the expiry dates of licences, future expected availability of funds
to develop the Eureka Project and the intention to continue exploration and evaluation, no impairment
is necessary. The capitalised cost at 31 December 2021 was £4,776,069.
Namibia
On 14 August 2020 the Company completed the acquisition of 100% of Virgo Resources Ltd and its
interests in the Hope Copper-Gold Project in Namibia. On 14 January 2021 and 2 June 2021
announced positive results in relation to exploration activities undertaken post acquisition which
support the Company’s confidence in the Hope Copper-Gold Project. Post acquisition there have been
no indications that any impairment provisions are required in relation to the carrying value of the Hope
Copper-Gold Project. The capitalised cost at 31 December 2021 was £2,120,337.
58
Notes to the financial statements (continued)
For the year ended 31 December 2021
13.1 Exploration Assets (continued)
Zambia
On 27 April 2020 the Company entered into a binding agreement with KPZ International Limited
("KPZ Int") (the “KPZ Agreement”) in relation to the acquisition of a 30 per cent. interest in the
approximate 974 km2 large scale exploration licence numbered 24401-HQ-LEL in the Kalengwa
greater exploration area in The Republic of Zambia (the "Licence") (the “Kalengwa Project”) by
acquiring a 30 per cent. shareholding in KPZ Int. Under the terms of the KPZ Agreement the
Company has the right to appoint the majority of directors to the Board of KPZ Int and has
operational control of the Kalengwa Project therefore in accordance with IFRS 10 the Company’s
investment in KPZ Int has been consolidated. The Licence is held by Kalengwa Processing Zone
Ltd ("KPZ"), a 100 per cent. (less one share) Zambian subsidiary of KPZ Int, and is for the
exploration of copper, cobalt, silver, gold and certain other specified minerals. The Licence was
granted on 2 April 2019 and is valid for an initial period up to 1 April 2023. Cash consideration for
the acquisition was US$250,000 (₤202,493) which was settled on 6 November 2020 by the issue of
76,923,077 shares and costs of £23,775. On 12 April 2021 and 24 April 2021 the Company
announced positive results in relation to exploration activities undertaken and on 20 September 2021
further exploration results and the Company’s intention to undertake a comparative review of recent
holes and historical holes and to consider further drilling to re-test geophysical targets. Post period
end in light of technical and regulatory issues related to the Kalengwa project the Company has with
the agreement of its partners agreed to pause work on this project pending resolution of these issues
and accordingly has decided with effect from 31 December 2021 to make a full provision against its
investment in the Kalengwa project.
Botswana
On 12 February 2021 the Company further to its announcement on 22 December 2020 announced
the completion of the acquisition of 100% of Metrock Resources Ltd (“Metrock”) and its manganese
mineral exploration licences in Southern Botswana comprising the Kanye Manganese Project (the
“Kanye Manganese Project”). The Kanye Manganese Project i) comprises a 4,043 sq km land
package with 125 km of potential on trend manganese mineralisation across the licences ii) has
historical trenching results have yielded in the case on one prospect of between 53% and 74%
manganese oxide ("MnO"), and iii) project area is near the ground of a TSX listed public company that
has a preliminary economic assessment showing high rates of return based on a MnO grade of 27.3.
On 24 June 2021 the Company announced it had completed reconnaissance mapping, prospecting
and sampling work on the Kanye Manganese Project and that i) Up to four historic manganese
occurrences were successfully located and sampled in the field within an 8km-belt ii) 40 grab
samples were obtained which assayed from traces up to high-grade results of 67.18% MnO
occurring at the Moshaneng borrow pit and 68.01% MnO at the Mheelo prospect; iii) the Mheelo
prospect is located just 6km from the Giyani Metals K-Hill manganese project where a Mineral
Resource Estimate was complted in march 2022 and an April 2021 PEA indicates an 80% IRR) iv)
the Company plans to follow-up the main targets with clearance/trenching by mechanical excavator
to facilitate detailed mapping, prospecting and more systematic sampling ; and confirmed targets
will be drill tested to define lateral and depth extent of deposits.
On 31 January 2022 the Company announced the completion of a geological mapping that indicates
that the target horizon hosting high-grade manganese may extend continuously for at least 4km
between the Loltware and Moshaneng prospects.
On 22 March 2022 the Company announced an update of its trenching and soil programme that
highlighted i) Soil sampling between the Loltware manganese occurrence and the Moshaneng
Borrow Pit has confirmed a strong, continuous soil anomaly of greater than 2km lateral extent and
up to 750m wide based on hand-held XRF analyses of sieved soils ii) Trenching at the Loltware
prospect intersected zones of in-situ manganese mineralisation based on hand-held XRF analysis of
one metre channel samples iii) Trench channel samples have been dispatched for full laboratory
analysis iv) Based on preliminary evaluation, it appears that Loltware is a distinct manganese sub-
zone, with the larger target located around and southeast of the Borrow Pit and iv) Once trench
assay samples are received and evaluated preparations will be made for a maiden drill programme
at the Kanye project.
59
Notes to the financial statements (continued)
For the year ended 31 December 2021
13.1 Exploration Assets (continued)
Note 12.1 provides details of the deemed fair value of the exploration assets of £532,000 arising on
the acquisition of Metrock. Post-acquisition there have been no indications that any impairment
provisions are required in relation to the carrying value of the Kanye Manganese Project.
The capitalised cost at 31 December 2021 was £791,851.
Cyprus
On 11 November 2021 the Company announced that on 10 November 2021it had entered into a Joint
Venture Agreement with Caerus Mineral Resources PLC in relation to three of Caerus’s copper gold
projects in Cyprus.
On 15 December 2021 the Company announced the results from initial assay sampling at the Troulli
Project that indicated the potential for development of a shallow gold resource as well as the
opportunity to deepen and extend the current open pit to access the sulphides which contain both
copper and gold.
On 18 January 2022 the Company announced an update on the JV Projects and the objectives set for
2022 focussing on the rapid development of the Troulli Mine Project.
On 24 February the Company announced the results from both dump sampling and drilling for the
Troulli, Kokkinapetre and Anglisides JV Projects.
Troulli Project: stockpile sampling average grade of 1.2% Cu; tailings sampling at double projected
grade; and positive copper and gold mineralisation drill results outside main Troulli deposit area
Kokkinapetra Project: Drilling of the 1.5km strike length of the Kokkinapetra extension of the Troulli
deposit returned extremely encouraging drill results including 0.85% Cu eq over 28.10m from surface,
1.0g/t Au over 10.8m and 0.66% Cu eq over 29.2, also from surface. Ground geophysical survey will
now be conducted to better define the next round of drill targets.
Anglsides Project: Validation drilling of the Troulli satellite project, Anglisides returned equally
encouraging results with a peak intercept of 1.18% Cu eq over 40m from surface. A more
comprehensive drilling programme will now be undertaken with the objective of defining a high-grade
resource that can be processed off-site at the future Troulli plant site.
On 6 April 2022 the Company announced the results of an independent Initial Resource Estimate:
At a selected cut-off grade of 0.5% Cu, a hard rock resource estimate of approximately 2.7 million
tonnes at a Cu equivalent grade of 0.74% CuEq (0.51% Cu and 0.26 g/t Au) has been established.
A Total Hard Rock Resource Estimate of approximately 4.9 million tonnes at 0.41% Cu and 0.2 g/t Au
for 20,000 t of Cu metal and 31,000 ounces of Au, from a cut-off grade of 0.26% Cu equivalent.
On 3 May 2022 the Company announced further drill results from its Troulli JV Project.
On 8 June 2022 the Company announced further drill results from its Anglisides Licence, a satellite
project of the Troulli Joint Venture.
The capitalised cost at 31 December 2021 was £228,307.
14.
Trade and other receivables
Due within one year:
VAT recoverable
Other debtors
Consolidated
2020
£’000
2021
£’000
Company
2021
£’000
2020
£’000
19
29
48
10
18
28
19
7
26
10
6
16
60
Notes to the financial statements (continued)
For the year ended 31 December 2021
15.
Trade and other payables
Trade creditors
Directors
Accruals
Deferred acquisition costs (note 12)
16.
Financial instruments
Consolidated
2020
£’000
2021
£’000
Company
2021
£’000
2020
£’000
113
135
240
43
531
229
50
148
126
553
85
135
240
43
503
75
50
148
126
399
(a) Interest rate risk
As the Group has no borrowings, it is not exposed to interest rate risk on financial liabilities. The
Group’s interest rate risk arises from its cash held on short term deposit, which is not significant.
(b) Net fair value
The net fair value of financial assets and financial liabilities approximates to their carrying amount
as disclosed in the balance sheet and in the related notes.
(c) Foreign currency risk
The Group undertakes certain transactions denominated in foreign currencies, hence exposure to
exchange rate fluctuations arise. The Group has not hedged against currency depreciation but
continues to keep the matter under review.
The carrying amount of the Group’s foreign currency denominated monetary assets and monetary
liabilities at the reporting date is as follows:
US Dollars
AU Dollars
AR Pesos
NA Dollars
2021
£’000
Assets
2020
£’000
Liabilities
2021
£’000
2020
£’000
9
2
9
-
20
2
5
33
40
15
111
42
1
169
15
111
42
1
169
Sensitivity analysis
A 10 per cent strengthening of the British Pound against the foreign currencies listed above at
31 December would have increased/(decreased) profit or loss by the amounts shown below. The
analysis assumes that all other variables remain the same. The analysis is performed on the same
basis as at 31 December 2020.
US Dollars
AU Dollars
AR Pesos
2021
£’000
(1)
-
1
2020
£’000
(1)
11
(1)
A 10 per cent weakening of the British Pound against the foreign currencies listed above at
31 December would have had the equal but opposite effect to the amounts shown above, on the
basis that all other variables remain constant.
61
Notes to the financial statements (continued)
For the year ended 31 December 2021
16.
Financial instruments (continued)
(d) Financial risk management
The Directors recognise that this is an area in which they may need to develop specific policies should
the Group become exposed to wider financial risks as the business develops.
(e) Liquidity risk management
The Directors have regard to the maintenance of sufficient cash resources to fund the Group’s
immediate operating and exploration activities. Cash resources are managed in accordance with
planned expenditure forecasts.
(f) Capital risk management
The Directors recognise that the Group’s capital is its equity reserves. The Group’s current objective
is to manage its capital in a manner that ensures that the funds raised meet its operating and
exploration expenditure commitments. Currently, the Company does not seek any borrowings to
operate the Company and all future supplemental funding is raised through investors as and when
required in order to finance working capital requirements and potential new project opportunities, as
they may develop.
17.
Share capital
Number
Authorised
5,000,000,000 ordinary shares of 0.002p each
5,000,000,000 deferred shares of 0.198p each
Allotted ordinary shares, called up and fully paid
As at beginning of the year
Share subscription
Shares issued for exploration project acquisitions
Shares issued on exercise of warrants
Shares issued to settle third party fees
Total ordinary shares at end of year
Allotted deferred shares, called up and fully paid
As at beginning of the period
Total deferred shares at end of period (1)
Ordinary and deferred as at end of year
Ordinary share capital is summarised below:
As at beginning of the year
Share subscription
Shares issued for exploration project acquisitions
Shares issued on exercise of warrants
Shares issued to settle third party fees
As at end of year
62
2021
£’000
100
9,900
2020
£’000
100
9,900
10,000
10,000
71
18
6
2
1
98
1,978
1,978
2,076
25
24
12
10
-
71
1,978
1,978
2,049
Number of
shares 2021
Number of
shares 2020
3,543,699,116
923,076,923
304,064,999(2)
92,187,500
50,000,000(3)
1,269,755,181
1,218,750,000
578,318,935
476,875,000
-
4,913,028,538
3,543,699,116
Notes to the financial statements (continued)
For the year ended 31 December 2021
17. Share capital (continued)
Deferred share capital is summarised below:
As at beginning of the year (1)
As at end of year
998,773,038
998,773,038
998,773,038
998,773,038
(1) The Deferred Shares have very limited rights and are effectively valueless as they have no voting rights
and have no rights as to dividends and only very limited rights on a return of capital. The Deferred Shares
are not admitted to trading or listed on any stock exchange and are not freely transferable.
(2) The 304,064,999 shares issued during the year were detailed in the Company’s announcements’
dated;
a) 12 February 2021 when the Company announced the completion of its acquisition of 100% of
Metrock Resources Pty Ltd and its interest in the Kanye Manganese Project. The acquisition
consideration included the issue of 234,597,407 ordinary shares to the vendors of the project
(note 12.1);
b) 18 February 2021 when the Company announced the issue of 35,467,592 shares in relation to
the acquisition of Virgo Resources Ltd which completed on 14 August 2020 (note 12.2); and
c) 1 March 2021 when the Company announced the issue of 34,000,000 deferred acquisition
shares issued to the vendors of Virgo Resources Ltd.
(3) On 29 November 2021 the Company issued 50,000,000 shares relating to a funding facility fee
announced on 23 November 2021.
The share premium was as follows:
As at beginning of year
Share subscription
Shares issued to settle third party fees
Shares issued – Acquisitions
Share issued – 2020 Acquisitions1
Share issue costs
Warrants lapsed
Warrants exercised
Warrants issued
As at end of year
2021
£’000
39,125
1,181
71
44
(1,120)
(144)
-
146
-
39,303
2020
£’000
36,429
951
-
-
1,120
(105)
-
730
-
39,125
Each fully paid ordinary share carries the right to one vote at a meeting of the Company. Holders of
ordinary shares also have the right to receive dividends and to participate in the proceeds from sale
of all surplus assets in proportion to the total shares issued in the event of the Company winding up.
1 Share premium on acquisitions during the year to 31 December 2020 have been reclassified to merger
reserves during the year.
63
Notes to the financial statements (continued)
For the year ended 31 December 2021
18.
Share-based payments
At the year end, the Company had the following share-based payment plans involving equity
settled share options and warrants in existence:
Scheme
Number
Warrants
6,363,636
Date
granted
13/10/2017
Exercise
price
1.1p
Share
options
Share
options
Warrants
50,000,000
23/08/2018
37,500,000
23/08/2018
0.5p
1.0p
12,500,000
5/12/2019
0.14p
Warrants
80,625,000
26/06/2020
0.16p
Warrants
10,937,500
26/06/2020
0.08p
Share
options
Warrants
98,361,250
14/08/2020
0.3p
208,125,000
14/09/2020
0.16p
Warrants
18,750,000
14/09/2020
0.08p
Share
options
Share
options
Warrants
110,000,000
06/11/2020
0.425p
110,000,000
06/11/2020
0.565p
461,538,462
29/12/2021
0.25p
Warrants
46,153,846
29/12/2021
0.13p
Share
options
31,800,000
12/02/2021
0.40p
Maximum
term
Expire on
21/06/28
Expire on
21/06/28
Vesting
conditions
5 years Vested immediately
upon being granted
Vested on 23
August 2018
Vested on 31
January 2019
3 years Vested immediately
upon being granted
2 years Vested immediately
upon being granted
2 years Vested immediately
upon being granted
2 years Vested on 1 August
2021
2 years Vested immediately
upon being granted
2 years Vested immediately
upon being granted
Expire on
21/06/2028
Expire on
21/06/2028
Vested immediately
upon being granted
Vested on 31
March 2021
3 years Vested immediately
upon being granted
2 years Vested immediately
upon being granted
Vested immediately
upon being granted
Expire on
30/09/2024
The number and weighted average exercise prices of the above options and warrants are as
follows:
31 December 2021
31 December 2020
Outstanding at beginning of year
Share options issued (1)
Lapsed/exercised warrants/options
Warrants issued (2)
Outstanding at end of year
Number
835,349,886
31,800,000
(92,187,500)
507,692,308
1,282,654,694
Weighted
average
exercise
price
0.33p
0.40p
0.16p
0.24p
0.30p
Number
106,363,636
318,361,250
(476,875,000)
887,500,000
835,349,886
Weighted
average
exercise
price
0.79p
0.435p
1.5p
0.14p
0.33p
(1) Share options issued during the year have been valued using a Black and Scholes option pricing
model using a risk-free rate of 0.06% and a volatility rate of 110%.
(2) 461,538,462 Warrants were issued as free attaching warrants part of the capital raising and
valued using a Black Scholes option pricing model. 46,153,846 Warrants were issued to brokers
and were valued using a Black and Scholes option pricing model using a risk-free rate of 0.25%
and a volatility rate of 86.86%.
64
Notes to the financial statements (continued)
For the year ended 31 December 2021
19.
Reconciliation of movements in shareholders’ funds
Consolidated
Company
Year ended
31 December
2021
£’000
Year ended
31 December
2020
£’000
Year ended
31 December
2021
£’000
Year ended
31 December
2020
£’000
(1,098)
(1,027)
(1,211)
1,056
870
1,056
-
217
147
102
761
-
7,011
8,196
-
441
740
35
1,132
37
4,783
7,011
-
217
147
102
761
-
8,356
9,428
(878)
870
-
441
740
35
1,132
-
6,016
8,356
Total comprehensive loss for the
year
Proceeds from shares issued
Currency translation differences on
foreign currency operations
Share option expense
Warrants exercised
Warrants issued
Shares issued – Acquisitions
Non-controlling interests on
acquisition of subsidiary
Opening shareholders’ funds
Closing shareholders’ funds
20. Reconciliation of operating loss to net cash outflow from operating activities
Consolidated
Company
Year ended 31
December
2021
£’000
Year ended
31 December
2020
£’000
Year ended 31
December
2021
£’000
Year ended
31 December
2020
£’000
(948)
(1,038)
(832)
(879)
160
72
(6)
(20)
(95)
380
-
5
37
40
160
72
(6)
(10)
109
380
-
5
42
45
(837)
(576)
(507)
(407)
Operating loss from all
operations
Share options
Shares issued – Legal fees
Foreign exchange gain
(Increase)/decrease in
receivables
Increase in payables
Net cash outflow from
operating activities
65
Notes to the financial statements (continued)
For the year ended 31 December 2021
21.
Proceeds from the issuance of ordinary shares
Share capital and premium at end of year
(note 17)
Shares issued – Legal fees
Share issued on acquisition on subsidiaries
Share issue costs
Share capital and premium at beginning of
year
Consolidated
Year
ended 31
December
2021
£’000
Year
ended 31
December
2020
£’000
Company
Year
ended 31
December
2021
£’000
Year
ended 31
December
2020
£’000
41,379
(72)
1,070
144
41,174
-
(1,132)
34
41,379
(72)
1,070
144
41,174
-
(1,132)
34
(41,174)
(38,432)
(41,174)
(38,432)
1,347
1,644
1,347
1,644
22.
Related party transactions
(a) Parent entity
The parent entity within the Group is Bezant Resources Plc.
(b) Subsidiaries
Interests in subsidiaries are set out in note 11.
(c) Associates
Interests in associates are set out in note 11.
(d) Transactions with related parties
The following table provides details of remuneration and fees to related parties during the year and
outstanding balances at the year-end date:
31 December 2021
31 December 2020
Paid
in
the
year
£’000
Due by at
year-end
date
£’000
85
29
29
20
71
73
80
30
-
-
-
-
Paid
in
the
year
£’000
146
45
49
30
78
78
Due by at
year-end
date
£’000
68
59
7
2
-
-
Colin Bird
Laurence Read
Metallurgical Management Services
Pty. Ltd
R Siapno
R. Samtani
E. Slowey
136
* The above amounts represent directors’ fees inclusive of share options awarded during 2020 and expensed
281*
426
110
during 2021 and are included in directors’ remuneration per note 8.
66
Notes to the financial statements (continued)
For the year ended 31 December 2021
22.
Related party transactions (continued)
An amount of £15,000 was incurred during 2021 (2020: £15,000) to Lion Mining Finance Limited, a
company controlled by C. Bird, for administration services and use of an office as well as a deposit
of £2,500 which is included in trade and other receivables.
Related parties
Mowbrai Limited is a consultancy company controlled by former director Mr Laurence Read.
Metallurgical Management Services Pty. Ltd is a consultancy company controlled by the director Dr.
Evan Kirby.
23.
Commitments
Non-cancellable lease rentals payable as follows:
Less than one year
Between two and five years
2021
£’000
2020
£’000
-
-
-
-
-
-
Payments represent rentals payable by the Company for administration services and office
occupancy.
24.
Control
Bezant Resources Plc is listed on the AIM market of the London Stock Exchange and not under
the control of any one party.
67
Notes to the financial statements (continued)
For the year ended 31 December 2021
25.
Subsequent events
1. Issue of shares for fees. On 6 January 2022 the Company announced as approved by shareholders at
the General Meeting on 29 December 2021 it intended to settle outstanding remuneration owed to a director
of the Company, Colin Bird, amounting to £80,000 and fees of £50,000 owed to Quantum Capital & Consulting
Limited, a personal service company of Michael Allardice who is a person discharging managerial
responsibilities on behalf of the Company (collectively, the “Accrued Fees”) by the issue 100,000,000
ordinary shares of 0.002p each (“Ordinary Shares”) (the “Accrued Fee Shares”) and 50,000,000 warrants
over Ordinary Shares exercisable at 0.25 pence per Ordinary Share valid until 4 November 2024 (“Accrued
Fee Warrants”) in accordance with the table below:
Person
Colin Bird
Period of
Accrued Fees
Accrued Fees
Accrued Fee
Shares
Accrued Fee
Warrants
Aug 19 – Sep 21
£80,000
61,538,462
30,769,231
Quantum Capital and Consulting
Ltd (Michael Allardice)
Dec 19 – June 20
£50,000
38,461,538
19,230,769
2. Exercise of warrants. On 12 May 2022 the Company announced the exercise of 11,875,000 warrants at a
price on 0.16p per share for £19,000.
3. Impairment. In light of technical and regulatory issues related to the Kalengwa project the Company
has with the agreement of its partners agreed to pause work on this project pending resolution of these
issues and accordingly has decided with effect from 31 December 2021 to make a full provision against
its investment in the Kalengwa project.
4. Drawdown under Loan Facility: On 30 June 2022 the Company further to its announcement of 23
November 2021 confirms that it had issued two drawdown notices of £350,000 each (“Tranche 1” and
“Tranche 2”) for a total amount of £700,000 (the “Drawdowns”) under its £1,000,000 unsecured
convertible loan funding facility with Sanderson Capital Partners Ltd (the “Lender”), a long-term
shareholder in the Company (the “Facility”). The amount drawdown is repayable in 12 months and
convertible by the Lender at the fixed prices; £350,000, at 0.19 pence per share and £350,000 at 0.225
pence per share. The Company can use the Facility, at its discretion, to fund the working capital
requirements of the Company and its subsidiaries as determined by the Company and proposes to use
the funds in the first instance to advance exploration and its mining licence application in Namibia,
exploration at its Kanye Manganese project in Botswana and the general working capital requirements
of the group.
Under the terms of the Facility the Lender is due;
i) a drawdown fee of £14,000 being 2% of the amount drawdown which will be settled by the issue of
12,522,361 new ordinary shares of £0.00002 each (“Shares”) credited as fully paid at 0.1118 pence
per share being the five-day VWAP on 28 June 2022 (the “Drawdown Fee Shares”); and
ii) £350,000 of three year warrants over Shares (the “Warrants”). The exercise price for the Warrants
are as follows:
• £175,000 at 0.25 pence per share for the drawdown of Tranche 1; and
• £175,000 at 0.30 pence per share for the drawdown of Tranche 2.
Other that these matters, no significant events have occurred subsequent to the reporting date that would
have a material impact on the consolidated financial statements.
68
69