Bezant Resources Plc
(Company Registration Number 02918391)
Annual Report
and
Financial Statements
For the year ended 31 December 2023
1
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
7
12
16
26
32
40
41
42
43
44
45
Notes to the financial statements
46 - 72
2
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
(resigned 7 February 2023)
Dye & Durham Secretarial Limited
(appointed 7 February 2023 & resigned 31 May 2023)
M Allardice (appointed 1 June 2023)
Registered office:
Floor 6, Quadrant House
4 Thomas More Square
London, E1W 1YW
Registered number:
02918391 (England & Wales)
Nominated adviser:
Joint Broker:
Joint Broker:
Solicitors:
Auditors:
Registrars:
Bankers:
Beaumont Cornish Limited
Building 3, 566 Chiswick High Road
London, W4 5YA
Novum Securities Limited
2nd Floor, 7019 Chandos Street
London, W1G 9DQ
Shard Capital Partners LLP
70 Mark Lane, London EC3R 7NQ
Joelson JD LLP
2 Marylebone Road
London, NW1 4DF
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 2023
Dear Shareholder,
The year under review has seen our portfolio projects advance despite the adverse
operating conditions for emerging mining and exploration companies. The war in Ukraine
has continued and another conflict has emerged in the Middle East, following the October
the 7th Hamas attack on Israel.
The financial world during the period saw interest rates rising with a view to preventing
rampant inflation, which was evident globally. Whilst most developed economies have seen
the effects of interest rates lowering inflation, in most cases the 2-3% inflation level has not
been met. In particular, the United States of America, remains concerned about inflation
and expected interest rate decreases have not occurred and even though remote the
spectre of further increases is not out of the question.
Against the aforementioned the world is viewed by investors as a very uncertain place to be,
which by default makes investors risk averse and fearful.
In contrast many developed countries stock markets are at an all-time high and the returns
on deposits are very acceptable compared to the last 15 years. High deposit interest rates
and buoyant senior stock market levels do very little for the smaller company world and the
resource smaller companies have suffered to an extent not witnessed by myself in my entire
public company career.
Recently, we began to see potential for smaller company correction. Firstly, by the increase
in the copper price and secondly, by the M&A activity in the large-scale mining arena. The
Board feel that it is just a matter of time for the investment world to wake up to the reality
that copper is today’s oil and that the supply side is severely threatened by a lack of
investment, which will inevitably result in strong M&A activity in the smaller resource
company sector. Our portfolio is copper dominated and as such is well positioned to enjoy
any benefits that would accrue from such M&A activity.
The Hope and Gorob 1 project in particular, is well positioned with a total Mineral resource
of some 15 million tonnes (gross)_at a grade of 1.2% Cu with total gold to be assessed with
further drilling. Previous gold values ranged in the 0.2-0.4 g/t. The area between Hope and
Gorob is some 17km in extent and it is our opinion that the potential for mineralisation exists
along the entire extent. We are fortunate in that we have multiple boreholes, which were
targeted at +150m depth in the misguided belief that any ore above 150m will be oxide and
therefore untreatable in the 1970s. Our drilling suggests that the deposit is almost entirely
sulphide to surface, thus providing the opportunity for a homogeneous ore that can be
processed a single type plant.
During the period under review in Namibia we have performed more drilling with a view to
maximising the open pit potential and starting a mine consisting of multiple open pits, feeding
a common plant. We have considered ore-sorting as a means of upgrading the ore for
treatment at nearby plants and our test work suggests that the ore is very suitable for this
route. We have also submitted an application for a mining licence and await the decision of
1 Bezant owns 70% of the Hope and Gorob project.
4
Chairman’s Statement
For the year ended 31 December 2023
the ministry in this regard. The Namibian authorities have a rigorous process for reviewing
mining applications regardless of the size of the proposed mining operations and the
Company’s management have engaged with and met with senior officials at the Ministry of
Mines and Energy on several occasions to provide the information requested and present
the Company’s plans as part of the ongoing application review process and in anticipation
of the issue of the mining licence the Company has been conducting various technical and
other studies,
Additionally, we have had multiple discussions with financiers and feel confident that we are
able to procure the finance to commence mining at an annualised rate of some 8,000 t/a, of
copper whilst we continue to explore the entire strike length with a view to identifying world-
class copper/gold resource.
In Botswana the Kanye battery manganese Project was subjected to further metallurgical
test work the results of which demonstrated high sulphuric acid leaching potential. The test
work showed fast leach kinetics with manganese recoveries after 1 hour as high as 90.7%.
Overall, the Kanye project has the potential to be viable with the task now being to develop
sufficient resources to justify the building of a dedicated plant. We intend in the latter part of
this year to commit a drilling programme to further define the extent and grade of additional
ore.
At the time of writing, we have 22.96% interest in IDM International Limited (“IDM”) (see note
11.1) the holding company for the Mankayan Project in the Philippines. This project without
a doubt is one of the most advance projects containing some 2.8 million tonnes of Cu and
9.7million oz of gold with 21 million oz of silver. Since the granting of the 25-year mining
licence, the controlling shareholder, IDM has made significant progress with the community
and ongoing technical evaluation.
The increasing copper price together with a resilient gold price makes this project one of the
most advanced and compelling projects globally. The original arrangement with IDM was
to monetise this project in the mid- to long term and the technical potential together with
improving country amenability to mining makes the outcome of monetisation likely in the
short to mid-term future.
We continued to maintain the Eureka licence in Argentina but are becoming increasingly
sensitive to negative political pressures surrounding the mining business and business in
general in Argentina. There is increasing evidence of political unrest and in such an
environment it is difficult to prove and develop mines. Accordingly, we have reluctantly made
an impairment provision (note 5) against this project since our main focus is on southern
Africa where we feel confident to spend shareholders money against normal technical risks
and not expose shareholders to undue political risk.
On the 10th of June 2024, as a post balance sheet event, we announced a collaborative
agreement with PCB Mining Limited (“PCB”) a Zambian company in relation to its small-
scale exploration licence 24988-HQ-LEL in Zambia (“PCB Project”). This agreement
allows for Bezant to carry out a review and development plan for the entire licence area, and
assist PCB in obtaining finance for a restart and the appointment of a mine contractor to
earn a 15% interest in the PCB Project. Should Bezant so wish, it could match any terms
5
Chairman’s Statement
For the year ended 31 December 2023
provided by a mining contractor to attain an overall 40% interest, inclusive of the
aforementioned 15%.
The PCB Project licence area is considered to have excellent potential as evidenced by
significant artisanal mining and additionally we have identified a 6m wide vein whose
continuity exists has been identified, but the extent is yet to be determined. In essence, the
overall, gold potential of the area is high and warrants further investigation with the potential
for a small-scale gold mine in the interim.
I would like to thank my fellow directors and colleagues for their hard work, dedication and
original thinking as it has been a particularly difficult year for the Company and the junior
listed mining sector. I look forward to improving financial operating conditions for our sector
and remain convinced that the underlying fundamentals for base metals will eventually
create the environment where small miners will prosper for the benefit of their shareholders.
Yours sincerely,
Mr Colin Bird
Executive Chairman
27 June 2024
6
Board of directors
For the year ended 31 December 2023
Mr Colin Bird (Executive Chairman) (Appointed 2 March 2018)
Experience and Expertise
Executive Chairman Colin is a chartered mining engineer and a Fellow of the Institute of
Materials, Minerals and Mining with more than 40 years’ experience in resource operations
management, corporate management, and finance. Colin has 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 which closed in January 2010.
Other current directorships
Includes African Pioneer Plc, Kendrick Resources Plc, Bird Leisure and Admin (Pty) Ltd,
Galileo Resources Plc, Galileo Resources South Africa (Pty) Ltd, Glenover Phosphate (Pty)
Ltd, Holyrood Platinum (Pty) Ltd, Lion Mining Finance Ltd , Mitte Resources Investment
Ltd, New Age Metals Inc, Revelo Resources Corp, Sandown Holdings, Shamrock Holdings
Inc, Tiger Resource Finance Plc, Umhlanga Lighthouse Café CC, Virgo Business Solutions
(Pty) Ltd, Xtract Resources Plc, Camel Valley Holdings Inc, Crocus-Serv Resources (Pty)
Ltd, Africibum (Pty) Ltd, Enviro Zambia Ltd, and Eureka Mine International Ltd.
Former directorships in the last 5 years
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, Kabwe Operations Mauritius, Maude Mining & Exploration (Pty) Ltd,
NewPlats (Tjate) (Pty) Ltd, Newmarket Holdings, Tjate Platinum Corporation (Pty) Ltd,
Windsor Platinum Investments (Pty) Ltd, Windsor SA Pty Ltd, 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, Sovereign Energy Plc, Thos Begbie Holdings (Pty) Ltd, Mistral Resource
Development Corporation ltd, Galileo Resources South Africa (Pty) Ltd and Holyrood
Platinum (Pty) Ltd.
Special responsibilities
Executive Chairman of the Board & Remuneration Committee and member of the Audit
Committee.
Interests in shares and options
480,000,655 ordinary shares in the capital of the Company.
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.
60,000,000 warrants expiring on 18 December 2026 which give the right to subscribe for
ordinary shares at a price of 0.06p per share.
7
Board of directors (continued)
For the year ended 31 December 2023
Interests in shares and options (continued)
The following options over ordinary shares in the Company which all expire 21 June 2028
12,500,000 at an exercise price of 1 pence.
15,000,000 at an exercise price of 0.5 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.
40,000,000 at an exercise price of 0.08 pence per share **
40,000,000 at an exercise price of 0.06 pence per share **
** Not yet vested. Will vest upon a material corporate event as determined by the remuneration committee
(Corporate Event) but would include a change of control, sale of a project, granting of a mining licence of the
Group’s Hope and Gorob project in Namibia, obtaining of financing for the proposed mine at Hope and Gorob
and similar events
Dr. Evan Kirby (Non-Executive Director) (Appointed 4 December 2008)
Experience and Expertise
Dr Kirby, 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
Non-executive director of Europa Metals Ltd (listed on AIM and AltX of the JSE) and
Kendrick Resources Plc (listed on LSE), and Director of private companies, Metallurgical
Management Services Pty Ltd
Former directorships in the last 5 years
Technical director of Jubilee Metals Group PLC (Aim traded), Balama Resources Pty Ltd
(Private Company, formerly ASX listed New Energy Minerals Limited and originally
Mustang Resources Limited).
Special responsibilities
Chairman of the Audit Committee and member of the Remuneration Committee.
Interests in shares and options
44,376,729 fully paid ordinary shares in Bezant Resources Plc.
The following options over ordinary shares in the Company which all expire 21 June 2028
2,500,000 at an exercise price of 1 pence.
5,000,000 at an exercise price of 0.5 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.
10,000,000 at an exercise price of 0.08 pence per share **
10,000,000 at an exercise price of 0.06 pence per share **
** Not yet vested. Will vest upon a material corporate event as determined by the remuneration committee
(Corporate Event) but would include a change of control, sale of a project, granting of a mining licence of the
Group’s Hope and Gorob project in Namibia, obtaining of financing for the proposed mine at Hope and Gorob
and similar events
8
Board of directors (continued)
For the year ended 31 December 2023
Mr Ronnie Siapno (Non-Executive Director) (Appointed 25 October 2007)
Experience and Expertise
Mr Siapno, 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
Member of the 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 the Company which all expire 21 June 2028
5,000,000 at an exercise price of 1 pence per share.
7,500,000 at an exercise price of 0.5 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 (Finance Director) (appointed 26 October 2020)
Experience and Expertise
Mr. Samtani is an Associate Chartered Management Accountant and also currently Finance
Director of AIM traded Tiger Royalties and Investments Plc and standard listed African
Pioneer Plc. Mr. Samtani’s previous experience includes being one of the founder
shareholders 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 (“WTS”), where he was
appointed by the Virgin Group to oversee their investment in WTS. During the course of his
career, Raju has been involved in senior managerial positions for several AIM/Johannesburg
Stock Exchange listed companies predominantly in the natural resource sector and has also
had roles in FCA compliance work in the investment business sector.
Other current directorships
Myning Ventures Ltd
Former directorships in the last 5 years
None
Special responsibilities
Mr. Samtani is the Company’s Finance Director and member of the Audit Committee.
9
Board of directors (continued)
For the year ended 31 December 2023
Interests in shares and options
200,611,078 fully paid ordinary shares in Bezant Resources Plc.
48,000,000 warrants expiring on 18 December 2026 which give the right to subscribe for
ordinary shares at a price of 0.06p 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.
12,500,000 at an exercise price of 0.08 pence per share **
12,500,000 at an exercise price of 0.06 pence per share **
** Not yet vested. Will vest upon a material corporate event as determined by the remuneration committee
(Corporate Event) but would include a change of control, sale of a project, granting of a mining licence of the
Group’s Hope and Gorob project in Namibia, obtaining of financing for the proposed mine at Hope and Gorob
and similar events
Mr Edward Slowey (Technical Director) (appointed 26 October 2020)
Experience and Expertise
Mr. Slowey 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
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.
through
to
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
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.
10
Board of directors (continued)
For the year ended 31 December 2023
Interests in shares and options
44,625,000 fully paid ordinary shares in Bezant Resources Plc.
The following options over ordinary shares 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.
22,500,000 at an exercise price of 0.08 pence per share **
22,500,000 at an exercise price of 0.06 pence per share **
** Not yet vested. Will vest upon a material corporate event as determined by the remuneration committee
(Corporate Event) but would include a change of control, sale of a project, granting of a mining licence of the
Group’s Hope and Gorob project in Namibia, obtaining of financing for the proposed mine at Hope and Gorob
and similar events
11
Strategic report
For the year ended 31 December 2023
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 2023 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, and completing a joint venture transaction or exploring its Argentina project
and its investment in the Philippines but will also consider other opportunities consistent with
its copper and gold focus in Southern Africa.
Principal risks and uncertainties facing the Company
The principal risks and uncertainties facing the Company are disclosed in the Directors’
report on pages 21 to 23.
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 exploration activity as detailed in note 12.1 to increase 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 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;
12
Strategic report
For the year ended 31 December 2023
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
Equity investors
All significant shareholders
that own more than 3 per
cent. of the Company’s
shares are listed in 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.
Why is it important to engage
this group of stakeholders
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 Namibia
,Botswana, Zambia and
Argentina and the Company
has an equity investment in
a project in 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
21).
How did Bezant engage with
the stakeholder group
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
from
resulted
What
engagement
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
which starts on page 26.
• 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.
13
Strategic report
For the year ended 31 December 2023
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
interests in exploration
projects or investments
which includes, Namibia,
,Botswana, Zambia,
Philippines and Argentina
Community
The local community at the
Company’s exploration
projects in Namibia,
,Botswana, Zambia and
Argentina 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 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.
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.
14
Strategic report
For the year ended 31 December 2023
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 16. 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
27 June 2024
15
Directors’ report
For the year ended 31 December 2023
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 2023.
The principal activity, review of the business and future development disclosures are
contained in the Chairman’s Statement on page 4 and the Strategic Report on page 12.
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
2023.
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 as at the date of this report are as follows:
C. Bird
E. Kirby
R. Siapno
R Samtani
E Slowey
Directors’ Warrants
Ordinary
shares of
0.002p each
480,000,655
44,376,729
1,333,334
200,611,078
44,625,000
Percentage
of issued
share capital
4.22%
0.39%
0.01%
1.76%
0.39%
The following warrants have been issued to Colin Bird and Raju Samtani.
Colin Bird:
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; and
60,000,000 warrants expiring on 18 December 2026 which give the right to subscribe for
ordinary shares at a price of 0.06p per share.
Raju Samtani:
48,000,000 warrants expiring on 18 December 2026 which give the right to subscribe for
ordinary shares at a price of 0.06p per share.
16
Directors’ report (continued)
For the year ended 31 December 2023
Directors’ Share Options
The Company on 23 August 2018, 10 November 2020 and 15 March 2024 has announced
the issue of options over ordinary shares of 0.002p each in the capital of the Company
(“Ordinary Shares”) pursuant to the Executive Share Option Scheme approved at the
Company's Annual General Meeting held on 22 June 2018 (“2018 AGM”) (the “Options”).
The Options expire on 21 June 2028 being the ten year anniversary of the 2018 AGM. Of
the 727,500,000 Options awarded, 375,500,000 were awarded to the current directors of
the Company as detailed in the table below.
Directors’ Options
Options in Millions
Directors
Colin Bird
0.06
pence
0.08
pence
Exercise price
0.425
pence
0.565
pence
0.5
pence
1
pence
Millions
Total No. of
Options
40.0**
40.0**
24.0
24.0
15.0
12.5
155.5
Raju Samtani
12.5**
12.5 **
20.0
20.0
Edward Patrick Slowey
22.5**
22.5**
20.0
20.0
-
-
- 65.0
- 85.0
Dr. Evan Kirby
10.0**
10.0**
10.0
10.0
5.0
2.5 47.5
Ronnie Siapno
-
-
5.0
5.0
7.5
5.0 22.5
Total Directors
85.0
85.0
79.0
79.0
27.5
20.0
375.5
** Not yet vested. Will vest upon a material corporate event as determined by the remuneration committee
(Corporate Event) but would include a change of control, sale of a project, granting of a mining licence of the
Group’s Hope and Gorob project in Namibia, obtaining of financing for the proposed mine at Hope and Gorob
and similar events
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.
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 2023 were £40,000, the other Directors are
entitled to receive between £12,500 and £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.
17
Directors’ report (continued)
For the year ended 31 December 2023
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.
Directors’ remuneration
Remuneration of the Directors for the years ended 31 December 2023 and 2022 was as
follows:
Directors’
Fees
£
Salary and
Consulting
Fees
£
2023
Total
cash paid
year
ended
£
Share
based
payment -
share
options
£
12,000
14,481
12,000
40,000
18,000
48,000
-
-
-
14,400
60,000
14,481
12,000
40,000
32,400
96,481
62,400
158,881
-
-
-
-
-
-
Directors’
Fees
£
Salary and
Consulting
Fees
£
2022
Total
cash paid
year
ended
£
Share
based
payment -
share
options
£
12,000
14,484
12,000
40,000
18,000
48,000
-
-
-
19,650
60,000
14,484
12,000
40,000
37,650
17,969(1)
-
-
-
-
Total
cash and
share
based
£
60,000
14,481
12,000
40,000
32,400
158,881
Total
cash and
share
based
£
77,969
14,484
12,000
40,000
37,650
96,484
67,650
164,134
17,969
182,103
C. Bird
E. Kirby
R. Siapno
R. Samtani
E. Slowey
Total
C. Bird
E. Kirby
R. Siapno
R. Samtani
E. Slowey
Total
(1) Includes the issue on 6 January 2022 of 30,769,231 Warrants over ordinary shares exercisable at 0.25 pence per ordinary shares
valid until 4 November 2024 as part settlement of outstanding fees of £ 80,000 which were valued at $17,969 using a Black and Scholes
option pricing model using a risk-free rate of 0.25% and a volatility rate of 86.86%.
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.
18
Directors’ report (continued)
For the year ended 31 December 2023
An amount of £15,250 was paid during 2023 (2022: £15,000) to Lion Mining Finance
Limited, a company controlled by C. Bird, for administration services and use of an office.
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,
Namibia, Botswana and Argentina and has an equity investment in a project in the
Philippines.
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 21 June 2024 of those shareholders with a 3% and above equity holding in the
Company based on the Company having 11,380,918,869 ordinary shares in issue on 21
June 2024 (“21 June 2024 Shares in Issue”).
Shareholders per share register
Number of
ordinary shares
Percentage of
Share Capital
JIM Nominees Limited
The Bank Of New York (Nominees)
Hargreaves Lansdown (Nominees)
Morgan Stanley Client Securities
Barclays Direct Investing Nominees
Vidacos Nominees Limited
Hargreaves Lansdown (Nominees)
Interactive Investor Services
Interactive Investor Services
Hargreaves Lansdown (Nominees)
Morgan Stanley Client Securities
GHC Nominees Limited
Vidacos Nominees Limited
1,436,928,917
802,931,210
765,551,283
548,716,257
535,978,846
532,705,578
530,224,070
524,288,405
458,409,157
440,988,906
437,500,000
358,768,882
348,777,328
7,721,768,839
12.63%
7.06%
6.73%
4.82%
4.71%
4.68%
4.66%
4.61%
4.03%
3.87%
3.84%
3.15%
3.06%
67.85%
On 19 December 2023 Christian Cordier submitted a TR-1 notification to the Company that
he has an indirect interest in 630,406,504 ordinary shares in relation to the following
shareholdings Tonehill Pty Ltd acting for the (“aft”) The Tonehill Trust 207,205,492 shares,
Coreks Super Pty Ltd aft Coreks Superannuation Fund 151,163,350 shares and Breamline
Pty Ltd aft Breamline Ministries 272,037,662 shares. Mr Cordier’s interest represented
5.54% at the date of issue of the TR-1 and based on the 11,380,918,869 shares in issue
on 21 June 2024.
19
Directors’ report (continued)
For the year ended 31 December 2023
On 5 March 2024 the Company announced that Sanderson Capital Partners Ltd had
confirmed that they and associates as at that date were interested in 761,469,231 shares
which representing 6.69% of the Company’s issued share capital.
Political and charitable contributions
There were no political or charitable contributions made by the Group during the year ended
31 December 2023 (2022: 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.
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.
20
Directors’ report (continued)
For the year ended 31 December 2023
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. The Group does not currently have any mining operations.
The Group seeks to mitigate these risks in relation to exploration and mine planning activities
by using the geological and mining expertise of Board members to oversee and plan
exploration and mine planning activities and by engaging the services of reputable external
geologists, mine engineering and other experts with appropriate skills and experience to
provide exploration and mine planning services for the Group.
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.
Licensing and title risk
Governmental approvals, licences and permits are, as a practical matter, subject to the
discretion of the applicable governments or government offices. The Group must generally
and specifically in relation to future projects comply with known standards, existing laws and
regulations that may entail greater or lesser costs and delays depending on the nature of
the activity to be permitted and the interpretation of the laws and regulations by the
permitting authorities. New laws and regulations, amendments to existing laws and
regulations, or more stringent enforcement could have a material adverse impact on the
Group’s result of operations and financial condition. The Group’s exploration activities are
dependent upon the grant of appropriate licences, concessions, leases, permits and
regulatory consents which may be withdrawn or made subject to limitation.
There is a risk that negotiations with the relevant government in relation to the renewal or
extension of a licence may not result in the renewal or grant taking effect prior to the expiry
of the previous licence and there can be no assurance as to the terms of any extension,
renewal or grant. This is a risk that all resource companies are subject to, particularly when
their assets are in emerging markets. The Group continually seeks to do everything within
its control to ensure that the terms of each licence are met and adhered to.
21
Directors’ report (continued)
For the year ended 31 December 2023
Principal risks and uncertainties (continued)
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 and Argentina and an equity investment in a project in the Philippines held via an
Australian company make it subject to 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
but seeks to mitigate this risk by converting funds from Pounds Sterling to other currencies
when making material commitments in other currencies.
Copper-gold price volatility
The Group’s operations and any future revenue is significantly affected by changes in
realisable copper-gold prices. The price of copper-gold is denominated in US$ and 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
US$ 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 Namibia, Botswana and Argentina and it has an equity
investment in a project in the Philippines held via an Australian company and mineral
exploration and mining activities may be affected to varying degrees by political stability and
government regulations relating to the mining industry. During the period an impairment
provision was made against the Group’s Eureka project in Argentina as there is increasing
evidence of political unrest in Argentina and in such an environment it is difficult to prove
and develop mines.
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.
22
Directors’ report (continued)
For the year ended 31 December 2023
Principal risks and uncertainties (continued)
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 2023 after tax of £6,106,000 after a fair value
adjustment loss of £110,000 (see note 11) and an impairment provision of £ 4,774,000 (note
5) (2022 – profit of £1,436,000 but excluding a fair value adjustment gain of £2,133,000 the
loss from all operations for 2022 after tax was £697,000). The Group had negative cash
flows from operations and is currently not generating revenues. Cash and cash equivalents
were £560,000 as at 31 December 2023. On 5 March 2024 the Company announced that
the repayment date for the £700,000 drawdown under the Sanderson Capital Facility
Agreement had been extended to 31 July 2025. An operating loss is expected in the year
subsequent to the date of these accounts and 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.
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.
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.
Impact Of War in Ukraine
The Directors are aware of the war in Ukraine and related sanctions and there is no direct
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. An indirect impact of the conflict in Ukraine is the
effect that the conflict and sanctions have had on energy and other prices as many countries
are now experiencing inflation rates not experienced for several years and this may have an
effect on the Company’s costs. The Company seeks to mitigate this risk by obtaining quotes
for and agreeing on material expenditure commitments in advance of engaging services so
costs are known in advance but is not in a position to reduce inflation.
Going Concern
As disclosed in Note 1.1 to the accounts and the Corporate Governance Statement, 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.
Going Concern (continued)
23
Directors’ report (continued)
For the year ended 31 December 2023
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
Post Balance Sheet events
Subsequent events are disclosed in note 25 to the Accounts and summarised below:
On 5 March 2024 the Company announced that by an agreement dated 4 March 2024 it had
agreed with Sanderson Capital Partners Limited (“Sanderson Capital” or the “Lender”) to
extend the repayment date for the £700,000 drawn down under the unsecured convertible
loan funding facility entered into with Sanderson Capital on 22 November 2021 (the
“Facility”) (the “Agreement”) to 31 July 2025 and that the £700,000 drawn down is now
convertible by the Lender at the fixed price of 0.06 pence per share (the “New Conversion
Price”).
On 15 March 2024 the Company announced that, in aggregate, 447.5 million options over
ordinary shares of 0.002 pence each in the capital of the Company (“Ordinary Shares”)
have been 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
447,500,000 Options, 170,000,000 have been awarded to directors of the Company,
125,000,000 to non-director PDMRs and the balance of 152,500,000, to other eligible
participants. 223,750,000 Options have an exercise price of 0.06 pence per Ordinary Share
and the balance of 223,750,000 Options have an exercise price of 0.08 pence per Ordinary
Share.
The last award of Options by the Company was in November 2020 (“November 2020
Award”). Options awarded to existing option holders will vest upon a material corporate
event as determined by the remuneration committee (“Corporate Event”) but would include
a change of control, sale of a project, granting of a mining licence at the Company’s Hope
and Gorob project in Namibia, obtaining of financing for the proposed mine at Hope and
Gorob and similar events. The Options awarded to persons who do not already have options
and who did not participate in the November 2020 Award have vested immediately.
Existing Options holders
Directors
PDMR - Michael Allardice
Others
New Option holders
PDMR- Martyn Churchouse
Others
Total Options issued
Exercise Price
0.06 pence
0.08 pence
Million - options
Total 2024
Vesting
85.00
27.50
7.50
120.00
35.00
68.75
103.75
223.75
85.00
27.50
7.50
120.00
35.00
68.75
103.75
223.75
170.00
55.00
15.00
240.00
70.00
137.50
207.50
447.50
Corporate Event
Corporate Event
Corporate Event
On issue
On Issue
24
Directors’ report (continued)
For the year ended 31 December 2023
Post Balance Sheet events (continued)
PCB Mining exclusive collaboration agreement
As announced on 10 June 2024 On 7 June 2024 Bezant entered into an exclusive
collaboration agreement with PCB Mining Limited (“PCB Mining”) in relation to its small
scale exploration licence 24988-HQ-LEL in Zambia (“PCB Licence"). Bezant will earn a
15% interest in the PCB Licence / PCB Mining by providing a project restart plan for PCB
Mining and assisting PCB Mining in obtaining financing for the project restart. The key
commercial terms are summarised in Note 25 and the original announcement.:
Relations with Shareholders
The Company plan to hold an Annual General Meeting in late July or August 2024 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
27 June 2024
25
Corporate governance
For the year ended 31 December 2023
As an AIM-traded 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 adopt the QCA Corporate
Governance Code (2018) (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 QCA code
was updated in 2023 and applies to companies with financial years beginning on or after 1st
April 2024. The company will report against the new QCA code in 2025.
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 notwithstanding the period they have been in office given they do not
have significant shareholdings in the Company. 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 and 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
Secretary
in respect of corporate matters generally, compliance and company
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.
26
Corporate governance (continued)
For the year ended 31 December 2023
their
roles and background are set out on
Details of the current Directors, biographical details are set out above and start on page 7
and
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.
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 two copper-gold projects, in Namibia and
Argentina and has an equity investment in a copper – gold project in the Philippines an
interest in 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
initiatives via establishing and maintaining co-operative
local
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.
27
Corporate governance (continued)
For the year ended 31 December 2023
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
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.
28
Corporate governance (continued)
For the year ended 31 December 2023
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
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. The Company has participated in various investor focussed podcasts and the
Chair attends the annual general meeting, the Company will with the Company’s advisers
look at ways in which the Company can engage with shareholders.
Departures from the QCA Code:
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.
29
Corporate governance (continued)
For the year ended 31 December 2023
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
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 2023 after tax of £6,106,000 after a fair value
adjustment loss of £110,000 (see note 11) and an impairment provision of £ 4,774,000 (note
5) (2022 – profit of £1,436,000 but excluding a fair value adjustment gain of £2,133,000 the
loss from all operations for 2022 after tax was £697,000). The Group had negative cash
flows from operations and is currently not generating revenues. Cash and cash equivalents
were £560,000 as at 31 December 2023. On 5 March 2024 the Company announced that
the repayment date for the £700,000 drawdown under the Sanderson Capital Facility
Agreement had been extended to 31 July 2025. An operating loss is expected in the year
subsequent to the date of these accounts and 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.
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.
30
Corporate governance (continued)
For the year ended 31 December 2023
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
27 June 2024
31
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF BEZANT RESOURCES PLC
FOR THE YEAR ENDED 31 DECEMBER 2023
Opinion
We have audited the financial statements of Bezant Resources Plc (the ‘Company’) and its subsidiaries (the
‘Group’) for the year ended 31 December 2023 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 Company’s affairs
as at 31 December 2023 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
(note 1.1) concerning the Group’s and Company’s ability to continue as a going concern. The Group incurred
an operating loss of £1,046k during the year ended 31 December 2023 and is still incurring operating losses.
As discussed in note 1.1, post year-end the repayment date for the £700,000 drawdowns under the
Sanderson Capital Facility Agreement has been extended to 31 July 2025, however 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. 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.
In auditing the financial statements, we have concluded that the director’s use of going concern basis of
accounting in the preparation of the financial statements is appropriate. Our evaluation of the director’s
32
assessment of the entity’s ability to continue to adopt the going concern basis of accounting included an
assessment of the risk and audit procedures to address this risk:
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
fundraisings 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 twelve 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:
• We assessed the transparency, completeness and accuracy of the matters covered in the going concern
disclosure by evaluating management's cash flow projections for the next twelve months and the
underlying assumptions.
• We obtained cash flow forecasts, reviewed the methodology behind these, ensured they were
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 being incurred.
• We discussed plans for the Group going forward with management, ensuring these had been
incorporated in the budgeting and would not have an impact on the Going Concern status of the Group.
Key observations:
It is clear the Group will need to raise funds 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 responsibilities and the responsibilities of the directors with respect to going concern are described in
the relevant sections of this report.
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 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.
33
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 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 risks.
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.
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. Going concern is a significant key audit matter and is
described above. In arriving at our audit opinion above, the other key audit matters were as follows:
Key audit matter
How the matter was addressed during the audit
Impairment of exploration and
evaluation assets in the Group
Our audit work included, but was not restricted to:
the Group’s
The Group has capitalised costs in
respect of
licence
interests in accordance with IFRS 6
‘Exploration for and Evaluation of
(IFRS 6). The
Mineral Resources’
Directors need
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.
assess
to
identified
exploration
We
therefore
the
and
impairment of
evaluation assets as a key audit
matter, which was one of the most
significant assessed risks of material
misstatement.
• Obtaining each of the
licences along with
supporting
for each
information available
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 in
conjunction with the available information for
each exploration project and reviewed available
information to assess whether the
licences
remain in good standing.
• 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 licences remain valid and
are in good standing.
Where licences had expired and renewal applications not
yet granted, we reviewed correspondence with the
mining departments to determine the status of the
renewal and whether there were any indications the
renewals would not be granted. The Mining Acts of the
34
Key audit matter
How the matter was addressed during the audit
relevant countries were also reviewed to confirm work
could be continued whilst renewals were in process. There
were no significant matters identified which indicated the
licences would not be renewed.
impairment provision of £3.13m
An
in the Parent
Company and £4.77m in the Group has been recognised
in relation to the Eureka Project following uncertainty of
finding a joint venture partner due to the current political
situation in Argentina.
No further impairments were considered necessary
Our audit work included, but was not limited to:
• Reviewing the investments balances for indicators
• Assessing
the
appropriateness
of impairment in accordance with IAS 36;
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
loans
including review of the impairment provisions and
net asset values of components that have
intercompany debt;
intergroup
• 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, and
Kanye Manganese Project, held by subsidiaries. Our
to our
impairment
assessment of
the
corresponding exploration assets.
linked
impairment on
indicators of
review was
therefore
Management has impaired Eureka Mining & Exploration
SA, Puna Metals SA and Anglo Tanzania Gold Limited
investment and loan balances in full following uncertainty
of finding a joint venture partner due to the current
political situation in Argentina.
No further impairments were considered necessary.
Our audit work included, but was not limited to:
35
Impairment of investments and loans
in the Parent Company
International
Under
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.
involves
Management assessment
significant
and
judgements
assumptions such as the timing and
extent and probability of future cash
flow.
£4.0m
£7.1m)
investments of
The Company has
£6.1m
(2022: £9.3m) comprising
investments and loans to subsidiaries
and
(2022:
of
investments held at FVPL of £2.1m
(2022: £2.3m). In conjunction with the
exploration assets, the investments
represent the primary balance on the
Company balance sheet and there is a
risk it could be impaired and that
intragroup
loans may not be
the
recoverable as a
subsidiary companies incurring losses.
result of
identified
loans due
the
therefore
We
impairment of
from
subsidiary companies as a key audit
matter
financial
in the Company
statements, which was one of the
most significant assessed risks of
material misstatement.
Valuation and accounting treatment
of convertible loan facility
Key audit matter
How the matter was addressed during the audit
The Company and Group has a
convertible loan instrument of £700k
(2022: £700k). The loan terms were
modified during the year.
instruments
can be
Convertible
complex, containing a number of
features which can have a significant
impact on the accounting. Therefore,
management were to determine the
correct
the
modification.
treatment
for
We therefore identified the valuation
and accounting treatment of the
convertible loan as a key audit matter
in the Company and Group financial
statements.
• Obtaining and reviewing the convertible loan
agreement and loan amendment for key terms
which determine the accounting treatment
• Assessing appropriateness of the accounting
treatment under IFRS 9 Financial Instruments and
IAS 32 Presentation of Financial Instruments
• Review of the key assumptions used to determine
liability and equity
fair value of the
the
component
Key observations
Having assessed the modified facility with reference to
IFRS 9, management determined that the modified facility
was substantially different from the original facility and
therefore the original financial liability was extinguished,
and a new financial liability recognised.
The convertible loan comprises a liability and equity
component. The fair value of the equity component has
been calculated at 25% being the estimated rate available
on an unsecured loan with no convertible option.
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.
Materiality Measure
Overall materiality
We determined materiality for
the financial statements as a
whole to be:
How we determine it
Group
£120,000 (2022: £194,000)
Parent
£96,000 (2022: £194,000)
Based on the main key
indicator, being 2% of the net
assets of the Group
Based on the main key indicator,
being 2% of the net assets of the
Company.
Rationale for benchmarks
applied
We believe the net assets is 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
£90,000 (2022: £145,500)
36
Specific materiality
Reporting threshold
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.
We also determine a lower level of specific materiality for certain
areas such as directors’ remuneration and related party
transactions of £2,000 (2022: £2,000) as these are considered to
be material by nature.
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.
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
37
As explained more fully in the statement of directors’ responsibilities, set out on page 20, 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.
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 and QCA
code. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial
statements (including the risk of override of controls), and determined that the principal risks were related
to overstatement of assets.
Audit procedures performed included: review of the financial statement disclosures to underlying supporting
documentation, review of legal and professional expenditure, enquiries of management, and testing of
journals and evaluating whether there was evidence of bias by the Directors that represented a risk of
material misstatement due to fraud.
There are inherent limitations in the audit procedures described above and the further removed non-
compliance with laws and regulations is from the events and transactions reflected in the financial
statements, the less likely we would become aware of it. Also, the risk of not detecting a material
misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may
involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through
collusion.
A further description of our responsibilities for the audit of the financial statements is located on the Financial
Reporting Council’s website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our
auditor’s report.
38
Use of our report
This report is made solely to the Company’s members, as a body, in accordance with part 3 of Chapter 16 of
the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s
members those matters we are required to state to them in an auditor’s report and for no other purpose. To
the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the
Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we
have formed.
James Astley
(Senior Statutory Auditor)
For and on behalf of UHY Hacker Young
Chartered Accountants and Statutory Auditor
UHY Hacker Young
4 Thomas More Square
London E1W 1YW
27 June 2024
39
Consolidated Statement of Profit and Loss
For the year ended 31 December 2023
CONTINUING OPERATIONS
Group revenue
Cost of sales
Gross profit/(loss)
Operating expenses
Share based payments
Operating loss
Other (losses)/gains
Finance Costs
Impairment of assets
(Loss)/profit before taxation
Taxation
Notes
Year ended
31 December
2023
£’000
Year ended
31 December
2022
£’000
-
-
-
(1,046)
-
(1,046)
(110)
(176)
(4,774)
(6,106)
-
-
-
-
(577)
(29)
(606)
2,133
(91)
-
1,436
-
3
3
4
11.1
5
6
(Loss)/profit for the financial year from continuing
operations
(6,106)
1,436
(Loss)/profit for the financial year
(6,106)
1,436
Attributable to:
Owners of the Company
- Continuing operations
- Discontinued operations
Non-controlling interest
(Loss)/profit per share (pence)
Basic loss/profit per share from continuing operations
Diluted loss/profit per share from continuing operations
7
7
(6,106)
(6,106)
-
-
(6,106)
(0.09)
(0.09)
1,436
1,436
-
-
1,436
0.03
0.02
40
Consolidated Statement of Other Comprehensive Income
For the year ended 31 December 2023
Other comprehensive income:
(Loss)/profit for the financial year
Items that may be reclassified to profit or loss:
Foreign currency reserve movement
Non-controlling interest
Total comprehensive loss for the financial year
Attributable to:
Owners of the Company
Non-controlling interest
Year ended
31 December
2023
£’000
Year ended
31 December
2022
£’000
(6,106)
112
-
(5,994)
(5,994)
-
(5,994)
1,436
(120)
12
1,328
1,328
-
1,328
41
Consolidated Statement of Changes in Equity
For the year ended 31 December 2023
Year ended 31 December 2023
Balance at 1 January 2023
Current year loss
Foreign currency reserve
Total comprehensive loss for year
Shares issued – In lieu of fees
Share issue cost
Proceeds from shares issued
Warrants issued
Warrants issued
Warrant expired
Equity component of new borrowings
Extinguishment of equity component of
borrowings
Share
Capital
£’000
Share
Premium
£’000
Other
Reserves1
£’000
Retained
Losses
£’000
Non
Controlling
interest
£’000
Total
Equity
£’000
2,079
-
-
-
24
-
102
-
-
-
-
39,507
-
-
-
558
(72)
1,448
-
(41)
31
3,672
-
112
112
-
-
-
285
41
(31)
202
(35,551)
(6,106)
-
(6,106)
-
-
-
(285)
-
-
-
-
9,707
- (6,106)
-
112
- (5,994)
582
-
(72)
-
1,550
-
-
-
-
-
-
-
202
-
-
-
(154)
154
-
-
Balance at 31 December 2023
2,205
41,431
4,127
(41,788)
-
5,975
Year ended 31 December 2022
Balance at 1 January 2022
restated
Current year profit
Foreign currency reserve
Total comprehensive loss for year
Shares issued – In lieu of fees
Warrants issued to shareholders
Warrants exercised
Warrant expired
Equity component of borrowings
Share
Capital
£’000
Share
Premium
£’000
Other
Reserves1
£’000
Retained
Losses
£’000
Non
Controlling
interest
£’000
Total
Equity
£’000
2,076
-
-
39,303
-
-
3,781
-
(120)
(37,160)
1,436
-
-
2
-
1
-
-
-
162
-
42
-
-
(120)
-
30
(6)
(167)
154
1,436
-
-
6
167
-
(12)
12
-
12
-
-
-
-
-
7,988
1,448
(120)
1,328
164
30
43
-
154
Balance at 31 December 2022
2,079
39,507
3,672
(35,551)
-
9,707
1 Other reserves are made up of the share-based payment, foreign exchange, merger and convertible
instrument reserves.
42
Company Statement of Changes in Equity
For the year ended 31 December 2023
Year ended 31 December 2023
Balance at 1 January 2023
Current year loss
Total comprehensive loss for the year
Shares issued – In lieu of fees
Share issue cost
Proceeds from shares issued
Share options granted
Warrants issued
Warrant expired
Equity component of new borrowings
Equity component of repaid borrowings
Share
Capital
£’000
Share
Premium
£’000
Other
Reserves1
£’000
Retained
Losses
£’000
Total
Equity
£’000
2,079
-
-
24
102
-
-
-
-
-
39,507
-
-
558
(72)
1,448
-
(41)
31
-
-
3,309
-
-
-
-
-
285
41
(31)
202
(154)
(33,339)
(7,693)
(7,693)
-
-
-
(285)
-
-
-
154
11,556
(7,693)
(7,693)
582
(72)
1,550
-
-
-
202
-
Balance at 31 December 2023
2,205
41,431
3,652
(41,163)
6,125
Year ended 31 December 2022
Balance at 1 January 2022
Current year profit
Total comprehensive loss for the year
Shares issued – In lieu of fees
Warrants issued to shareholders
Warrants exercised
Warrant expired
Equity component of borrowings
Balance at 31 December 2022
Share
Capital
£’000
Share
Premium
£’000
Other
Reserves1
£’000
Retained
Losses
£’000
Total
Equity
£’000
2,076
-
-
2
-
1
-
-
2,079
39,303
-
-
162
-
42
-
-
39,507
3,298
-
-
-
30
(6)
(167)
154
3,309
(35,249)
1,737
1,737
-
-
6
167
-
(33,339)
9,428
1,737
1,737
164
30
43
-
154
11,556
1 Other reserves are made up of the share-based payment, foreign exchange and merger reserve.
43
Consolidated and Company Balance Sheets
As at 31 December 2023
Consolidated
Company
Notes
2023
£’000
2022
£’000
2023
£’000
2022
£’000
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
Borrowings
Total current liabilities
NET ASSETS
EQUITY
Share capital
Share premium
Share-based payment reserve
Foreign exchange reserve
Merger reserve
Other reserves
Retained losses
10
11
12
13
14
15
17
17
18
15
-
2,150
3,899
6,049
224
560
784
784
2
2,260
8,398
10,660
76
57
133
133
-
6,098
-
6,098
216
556
772
772
-
9,328
3,129
12,457
54
47
101
101
6,833
10,793
6,870
12,558
332
526
858
463
623
1,086
219
526
745
379
623
1,002
5,975
9,707
6,125
11,556
2,205
41,431
1,476
618
1,831
202
(41,788)
5,975
2,079
39,507
1,181
506
1,831
154
(35,551)
9,707
2,205
41,431
1,476
143
1,831
202
(41,163)
6,125
2,079
39,507
1,181
143
1,831
154
(33,339)
11,556
TOTAL EQUITY
5,975
9,707
6,125
11,556
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 2023 of £7,693,000 (2022 profit: £1,737,000) has
been included in the consolidated income statement.
These financial statements were approved by the Board of Directors on 27 June 2024 and signed on its behalf by:
Mr Colin Bird
Executive Chairman
Company Registration No. 02918391
44
Consolidated and Company Statements of Cash Flows
For the year ended 31 December 2023
Consolidated
Year
ended 31
December
2023
£’000
Year
ended 31
December
2022
£’000
Company
Year
ended 31
December
2023
£’000
Year
ended 31
December
2022
£’000
Notes
Net cash outflow from operating activities
20
(612)
(368)
(519)
(356)
Cash flows from investing activities
Exploration expenditure
Loans to subsidiaries
Payments to acquire investments
Cash flows from financing activities
Proceeds from issuance of ordinary shares
Proceeds from borrowings
21
(361)
-
-
(361)
1,477
-
1,477
(968)
-
(78)
(1,046)
43
700
743
-
(438)
(10)
(448)
1,477
-
1,477
-
(972)
(78)
(1,050)
43
700
743
Increase / (decrease) in cash
504
(671)
510
(663)
Cash and cash equivalents at beginning of
year
Foreign exchange movement
57
(1)
728
-
47
(1)
Cash and cash equivalents at end of year
560
57
556
710
-
47
45
Notes to the financial statements
For the year ended 31 December 2023
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 operation’s for the year ended 31 December 2023 after tax of
£6,106,000 after a fair value adjustment loss of £110,000 (see note 11) and an impairment provision
of £4,774,000 (note 5) (2022 – profit of £1,436,000 but excluding a fair value adjustment gain of
£2,133,000 the loss from all operations for 2022 after tax was £697,000). The Group had negative
cash flows from operations and is currently not generating revenues. Cash and cash equivalents
were £560,000 as at 31 December 2023. On 5 March 2024 the Company announced that the
repayment date for the £700,000 drawdowns under the Sanderson Capital Facility Agreement had
been extended to 31 July 2025. An operating loss is expected in the year subsequent to the date
of these accounts and 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.
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’.
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.
46
Notes to the financial statements (continued)
For the year ended 31 December 2023
1.1
Accounting policies (continued)
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
There are a number of standards, amendments to standards, and interpretations which have been
issued by the IASB that are effective from 1 January 2023, none of which have a material impact
on these financial statements:
•
•
•
•
IFRS 17 – Insurance Contracts;
IAS 8 – Definition of Accounting Estimates;
IAS 1 – Disclosure of Accounting Policies; and
IAS 12 – Deferred Tax Arising from a Single Transaction
There are a number of standards, amendments to standards, and interpretations which have been
issued by the IASB that are effective in future accounting periods that the group has decided not to
apply early. The following amendments are effective for the period beginning 1 January 2024
•
•
•
IAS 1 Presentation of Financial Statements (Amendment - Classification of Liabilities as
Current or Non-Current);
IFRS 16 Leases (Amendment - Liability in a sale and leaseback); and
IAS 7 and IFRS 7 (Amendment – Supplier Finance Arrangements).
It is not expected that the amendments listed above, once adopted, will have a material impact on
the financial statements.
The financial statements have been prepared in accordance with UK adopted International
Accounting Standards (‘IFRS’) and those parts of the Companies Act 2006 applicable to
companies reporting under IFRSs.
Company Statement of Comprehensive Income
The Company has taken advantage of the exemption allowed under section 408 of the Companies
Act 2006 and has not presented its own Statement of Comprehensive Income in these financial
statements.
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:
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.
47
Notes to the financial statements (continued)
For the year ended 31 December 2023
1.2
Significant accounting judgments, estimates and assumptions (continued)
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).
Investments at fair value through profit and loss (‘Equity investments’)
Equity investments are initially measured at cost, including transaction costs. At each reporting date,
the fair value is assessed and any resultant gains and losses are included directly in the Consolidated
Statement of Profit and Loss under IFRS 9 (note 11).
Valuation of Equity Instruments Convertible Loan (Borrowings)
Convertible instruments can be complex, containing a number of features which can have a
significant impact on the accounting under IFRS 9 Financial Instruments and IAS 32 Presentation of
Financial Instruments. The Company determined that the £700,000 convertible note drawn down
announced on 30 June 2022 (“Original Facility”) (note 15) was an equity instrument as the
conversion feature results in the conversion of a fixed amount of stated principal into a fixed number
of shares, it satisfies the ‘fixed for fixed’ criterion and, therefore, it is classified as an equity instrument
which requires the valuation of the liability component and the equity conversion component. The
fair value of the liability component, included in current borrowings, at inception was calculated using
a market interest rate for an equivalent instrument without conversion option. The discount rate
applied was 25%.
The Company determined that;
i)
ii)
the change in terms of the Original Facility announced on 15 June 2023 being that the
repayment date was extended to 23 December 2024 and the conversion price was reduced
to 0.08 pence per share (the “Modified Facility”) were in accordance with IFRS 9
substantially different; and
the Modified Facility was an equity instrument as the conversion feature results in the
conversion of a fixed amount of stated principal into a fixed number of shares, it satisfies the
‘fixed for fixed’ criterion and, therefore, it is classified as an equity instrument which requires
the valuation of the liability component and the equity conversion component. The fair value
of the liability component, included in current borrowings, at inception was calculated using
a market interest rate for an equivalent instrument without conversion option. The discount
rate applied was 25%.
Therefore the equity instrument comprising the Original Facility was deemed to be repaid on 15 June
2023 and a new equity Instrument comprising the Modified Facility was deemed to have been entered
into on 15 June 2023.
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).
48
Notes to the financial statements (continued)
For the year ended 31 December 2023
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).
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).
Investments at fair value through profit and loss (‘Equity investments’)
Equity investments are initially measured at cost, including transaction costs. At each reporting date,
the fair value is assessed and any resultant gains and losses are included directly in the Consolidated
Statement of Profit and Loss under IFRS 9.
49
Notes to the financial statements (continued)
For the year ended 31 December 2023
1.5
Financial Instruments (continued)
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.
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 and borrowings classified as an
Equity Instrument.
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).
50
Notes to the financial statements (continued)
For the year ended 31 December 2023
1.5
Financial Instruments (continued)
1.6
1.7
1.8
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.
Equity Investments are accounted for under IFRS 9 Financial Instruments and IAS 32 Presentation
of Financial Instruments which requires the valuation of the liability component and the equity
conversion component. The fair value of the liability component, is included in current borrowings,
at inception using a market interest rate for an equivalent instrument without conversion option and
the equity conversion component is expensed in the income statement within finance costs.
If the terms of an Equity Instrument are modified they are, in accordance with IFRS 9, considered
substantially different if the discounted present value of the cash flows under the new terms including
any fees paid net of any fees received discounted using the original effective interest rate is at least
10% different from the discounted present value of the remaining cash flows of the original financial
liability. Where the terms of a modified Equity Instrument are substantially different than the original
Equity Instrument is treated as repaid on the date of the modification (the “Modification Date”) and
a new Equity Instrument entered into on the Modification Date.
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.
Trade and other receivables
Trade receivables are recognised and carried at original invoice amount less an allowance for any
expected credit loss amounts.
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.
51
Notes to the financial statements (continued)
For the year ended 31 December 2023
1.9
1.10
1.11
1.12
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:
Plant and equipment - 33.33%
Fixtures and fittings - 7.5%
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.
52
Notes to the financial statements (continued)
For the year ended 31 December 2023
1.13 Exploration, evaluation and development expenditure (continued)
1.14
2.
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.
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.
Segment reporting
For the purposes of segmental information, the operations of the Group are focused in geographical segments,
namely the UK, Argentina, Namibia, and Botswana, and comprise one class of business: the exploration,
evaluation and development of mineral resources. The UK is used for the administration of the Group and
includes equity investments in non-group companies.
The Group’s loss before tax arose from its operations in the UK, Argentina, Namibia, and Botswana
For the year ended 31 December 2023
Consolidated loss before tax
Included in the consolidated loss before tax
are the following income/(expense) items:
Foreign currency loss
Total Assets
Total Liabilities
For the year ended 31 December 2022
Consolidated profit before tax
Included in the consolidated profit before tax
are the following income/(expense) items:
Foreign currency profit
Total Assets
Total Liabilities
Continuing operations
UK Argentina
£’000
(4,132)
£’000
(1,972)
Namibia
£’000
(4)
Botswana
£’000
2
Total
£’000
(6,106)
(7)
2,923
(753)
-
-
-
(7)
11
(105)
2,790
-
1,109
-
6,833
(858)
Continuing operations
UK Argentina
£’000
£’000
Namibia
£’000
Botswana
£’000
1,554
(119)
125
2,386
(1,004)
-
4,856
(82)
(1)
-
2,522
-
2
-
1,029
-
Total
£’000
1,436
125
10,793
(1,086)
53
Notes to the financial statements (continued)
For the year ended 31 December 2023
3.
Operating expenses
On-going operating expenses
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 - other services
Operating lease - premises
Foreign exchange loss/(gain)
5.
Impairment of assets
Provision for Impairment of Assets
Year ended
31 December
2023
£’000
Year ended
31 December
2022
£’000
1,046
-
1,046
577
29
668
Year ended
31 December
2023
£’000
Year ended 31
December
2022
£’000
47
5
15
8
42
7
14
(125)
Year ended
31 December
2023
£’000
4,774
Year ended
31 December
2022
£’000
-
4,774
-
Having assessed the current macroeconomic challenges faced by the Argentina economy and the
negative impact this has on investor sentiment the Board have decided to take the prudent approach of
making a full impairment provision of £4,774K against the value of its consolidated Argentinian exploration
and evaluation asset. In the Company’s accounts a provision of £6,595K has been made against the
Company’s Argentinean exploration and evaluation asset of £3,129K and its investment in and loans to
subsidiaries in relation to its investment in the Argentinian project of £3,467K.
6.
Taxation
UK Corporation tax
- current year
Total current tax charge
Factors affecting the tax charge for the year:
Profit/(loss) on ordinary activities before tax
Profit/(loss) on ordinary activities multiplied by the
standard rate of UK corporation tax of 23.5% (2022: 19%)
Effects of:
Non-deductible expenses
Tax losses (unprovided deferred tax)
Total tax charge
54
Year ended 31
December 2023
£’000
-
-
(6,106)
(1,435)
-
1,435
-
Year ended
31 December
2022
£’000
-
-
1,436
273
-
(273)
-
Notes to the financial statements (continued)
For the year ended 31 December 2023
6.
Taxation (continued)
As of 1 April 2023, the main rate of UK corporation tax increased from 19% to 25%. As the company’s
financial year straddles this date, a blended corporation tax rate for 2023 of 23.5% has been applied
which is calculated by apportioning the two tax rates on a weighted basis for the proportion of the
financial year for which each main tax rate was applicable.
At 31 December 2023, the Group had unused losses carried forward of £13,000,000 (2022:
£12,600,000) 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 2023 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% based on the current tax rate, is estimated to
be £3,250,000 (2022: £3,159,000). 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 2023 of £6,106,000 (2022: £1,436,000 profit) of
which £6,106,000 (2022: £1,436,000 profit) was from Continuing Operations and £nil (2022: nil) was
from Discontinued Operations. The basic loss per share was calculated using a weighted average
number of shares in issue of 7,180,609,915 (2022: 5,051,721,316).
The diluted loss per share has been calculated using a weighted average number of shares in issue
and to be issued of 8,577,653,788 (2022: 6,262,005,415). The diluted loss per share and the basic
loss per share for 2023 are recorded as the same amount, as the diluted earnings per share should
not show a more favourable position than the basic earnings per share
8.
Directors’ emoluments
Year ended
31 December
2023
£’000
Year ended
31 December
2022
£’000
159
182
Year ended
31 December
2023
Year ended
31 December
2022
5
5
Year ended
31 December
2023
£’000
-
Year ended
31 December
2022
£’000
-
The Directors’ emoluments of the Group are as follows:
Wages, salaries, fees and share options
Refer to page 18 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)
55
Notes to the financial statements (continued)
For the year ended 31 December 2023
10.
Plant and equipment
Plant and equipment
Cost
At beginning of year
Disposal – write off of assets
Exchange differences
At end of year
Depreciation
At beginning of year
Charge for the year
Disposal – write off of assets
At end of year
Net book value at end of year
11.
Investments
Investments under fair value through
profit and loss (note 11.1)
Debt instruments under fair value
through profit and loss (note 11.1)
Investment in subsidiaries (note 11.2)
Impairment Provision
Loan to subsidiaries
Provision for subsidiary loan
recoverability
11.1
Investments
Consolidated
2023
£’000
2022
£’000
Company
2023
£’000
2022
£’000
67
(67)
-
-
65
1
(66)
-
-
67
-
-
67
65
-
-
65
2
Consolidated
2023
£’000
2022
£’000
2,072
2,182
78
78
-
-
-
-
-
-
-
-
60
(60)
-
-
60
-
(60)
-
60
-
-
60
60
-
-
60
-
-
Company
2023
£’000
2,072
78
2,780
(864)
4,635
(2,603)
2022
£’000
2,182
78
2,771
-
4,297
-
2,150
2,260
6,098
9,328
On 13 September 2021 the Company, entered into a conditional agreement with IDM Mankayan Pty
Ltd (“IDM Mankayan”), a company incorporated in Australia, to take the Mankayan Project in the
Philippines forward (the “IDM Mankayan Agreement”). The IDM Mankayan Agreement completed
on 20 October 2021 and the Company paid A$90,000 (GBP49K)_to IDM Mankayan and owned 44
IDM Mankayan shares (the “IDM Mankayan Investment”) of the 160 shares issued by IDM
Mankayan but has no management control over or right to appoint directors of IDM Mankayan which
is why the IDM Mankayan Investment is held as an equity investment under IFRS 9. 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.
On 26 October 2022 the Company entered into a conditional share purchase agreement with IDM
International Ltd (“IDM International”) the parent company of IDM Mankayan to sell the IDM
Mankayan Investment for 19,381,054 fully paid ordinary shares of IDM International (the “IDM
International SPA”). The IDM International SPA was conditional on approval of the IDM International
SPA by the shareholders of IDM International and completed on 27 March 2023.
56
Notes to the financial statements (continued)
For the year ended 31 December 2023
11.1
Investments (continued)
On 26 October 2022 the Company entered into a convertible loan note agreement with IDM
International to invest A$137,500 (GBP 78K) in IDM International to acquire 137,500 notes (the “IDM
International Convertible Loan Note Investment”). The Company has the right to convert the whole
but not part of the face value of each Note into IDM International Shares at A$0.20 at any time (and
as many times) prior to the Maturity Date which is 11 November 2026. As at 31 December 2023, the
fair value of the debt instrument was £78k and no unrealised gain/loss was recognised.
Investments under fair value through
profit and loss
Unquoted investments 1 January 2023
(Decrease)/Increase in fair value during
year1
Unquoted investments at 31 December
2023
Consolidated
2023
£’000
2022
£’000
2,182
(110)
49
2,133
Company
2023
£’000
2,182
(110)
2022
£’000
49
2,133
2,072
2,182
2,072
2,182
1 19,381,054 shares which represents 22.96% of the issued shares of IDM International valued at AUD$0.20
(£0.107) per share being the share subscription price at which at which third parties have subscribed for shares
in IDM International in 2023 and post the year end.
Investments are initially valued at cost. At each reporting date these investments are measured at fair
value with any gains or losses recognised through the Consolidated Statement of Profit and Loss. In
2023, the Group and Company had an unrealised loss of £110,000 (2022 – unrealised gain of
£2,133,000).
This along with other valuations are estimates based on the Directors’ assessment of the performance
of the underlying investment and reliable information such as recent fundraising. There is however
inherent uncertainty when valuing private companies such as these in the natural resources sector.
11.2
Investments - subsidiary undertakings
The Company’s significant subsidiary undertakings held as fixed asset investments as at
31 December 2023 were as follows:
Company Name and
registered office
Country of
incorporation
Principal
Activity
Percentage of
ordinary share
capital held
Held directly
Tanzania Gold Limited
FDW House, Blackthorn Business Park
Coes Road, Dundalk, Co. Louth, Ireland
Virgo Resources Limited
Minerva Corporate Level 8, 99 St
Georges Terrace, Perth, WA 6000,
Australia
Hope Copper Gold Investments Ltd
Tortola Pier Park, Building 1, Second
Floor, Wickhams Cay 1, Road Town,
Tortola, British Virgin Islands
Held indirectly
Anglo Tanzania Gold Limited
Quadrant House, 4 Thomas More
Square, London, E1W 1YW
Ireland
Holding Company
100%
Australia
Holding Company
100%
BVI
Holding Company
100%
England
Holding Company
100%
57
Notes to the financial statements (continued)
For the year ended 31 December 2023
11.2
Investments - subsidiary undertakings (continued)
Eureka Mining & Exploration SA
Independencia 219, San Salvador
de Jujuy, Provincia de Jujuy,
Argentina 4600
Puna Metals SA
Independencia 219, San Salvador
de Jujuy, Provincia de Jujuy,
Argentina 4600
Hepburn Resources Pty Ltd
Minerva Corporate Level 8, 99 St
Georges Terrace, Perth, WA 6000,
Australia
Hope and Gorob Mining Pty Ltd
Unit 3, 2nd Floor, Ausspannn Plaza,
Dr Agostinho Neto Road,
Ausspannplatz, Windhoek, Namibia
Hope Namibia Exploration Pty Ltd
Unit 3, 2nd Floor, Ausspannn Plaza,
Dr Agostinho Neto Road,
Ausspannplatz, Windhoek, Namibia
Metrock Resources Pty Ltd
Minerva Corporate Level 8, 99 St
Georges Terrace, Perth, WA 6000,
Australia
Coastal Resources Pty Ltd
Minerva Corporate Level 8, 99 St
Georges Terrace, Perth, WA 6000,
Australia
Coastal Minerals Proprietary
Limited
Plot 102 ,Unit 13, Gaborone
International Commerce
Park, Gaborone, Botswana
Cypress Sources Proprietary
Limited
Plot 102 ,Unit 13, Gaborone
International Commerce
Park, Gaborone, Botswana
Argentina
Gold and copper
exploration
Argentina
Gold and copper
exploration
Australia
Gold and copper
exploration
Namibia
Gold and copper
exploration
Namibia
Gold and copper
exploration
100%
100%
100%
70%
80%
Australia
Holding Company
100%
Australia
Gold and copper
exploration
Botswana
Gold and copper
exploration
Botswana
Gold and copper
exploration
100%
100%
100%
12.
Exploration and evaluation assets
Consolidated
Company
2023
£’000
2022
£’000
2023
£’000
2022
£’000
Balance at beginning of year
Exploration expenditure
Write back of liability in relation to
joint venture expenditure (note 12.1)
Effect of foreign currency fluctuation
Impairment (note 5)
Carried forward at end of year
8 398
363
-
(88)
(4,774)
3,899
7,692
934
(228)
-
8,398
3,129
-
3,129
-
-
-
(3,129)
-
-
-
3,129
58
Notes to the financial statements (continued)
For the year ended 31 December 2023
12.1
Exploration Assets
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.
A new Environmental Impact Assessment (EIA) was presented in 2021 and approved in February 2023
in respect of 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 new EIA approval covers environmental monitoring and a drill
program encompassing 9 drill holes of 200-300 metres each. The Company engaged an environmental
consultant to conduct the environmental monitoring in Q3 2023 and is seeking a joint venture partner to
work with in relation to an exploration drilling program.
Notwithstanding the absence of new exploration activities on-site during the period the directors, still
intend to focus on finding a joint venture partner for the project. However having assessed the current
macroeconomic challenges faced by the Argentina economy the Board have decided to take the prudent
approach of making a full impairment provision of £4,774,050 against the value of its Argentinian
exploration and evaluation asset.
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 which comprise i) 70% of Hope and Gorob Mining
Pty Ltd incorporated in Namibia which owns EPL5796, and ii) 80% of Hope Namibia Mineral Exploration
Pty Ltd Incorporated in Namibia which owns EPL6605 and iEPL7170. The balance of the project is held
by local Namibian partners.
JORC Resource: On 27 October 2023 the Company announced an updated gross ** Mineral Resource
Estimate (MRE) has been completed by Addison Mining Services Ltd., an independent consultancy
based in the United Kingdom and is reported in accordance with the JORC Code (2012). Resources
are of Indicated and Inferred categories and include:
• A Total Mineral Resource of 15 million tonnes gross at 1.2 % Cu for 190 thousand tonnes of
Cu estimated across the Hope, Gorob Vendome and Anomaly deposits and comprising:
o Total Indicated Resources of 1.24 million tonnes at 1.6% Cu and 0.4 g/t Au at the
Hope deposit.
o Total Inferred Resources of approximately 14 million tonnes at 1.2% Cu across the
Hope, Gorob, Vendome and Anomaly deposits, including approximately 3 million
tonnes at 1.7% Cu and 0.4 g/t Au at Hope.
**Gross representing 100% estimated Resources – Bezant has a 70% interest in the Hope
and Gorob Project
During the period the company announcement on 27 October 2023 which provided details of the
updated MRE referenced above also highlighted that;
• The resource estimation has ignored gold content for all prospects other than the Hope target
on the basis that many historic boreholes (pre-dating Bezant’s involvement) were not
assayed for gold and as such Addison could not include gold in the resource compilation.
Based on the Bezant drilling programme Addison concur that it would not be unreasonable
to anticipate average grades of 0.2 to 0.4 g/t Au. The Company are considering a
programme to twin certain holes to give the independent consultant the data to include
additional gold in the resource estimate.
59
Notes to the financial statements (continued)
For the year ended 31 December 2023
12.1
Exploration Assets – Namibia (continued)
• The MRE identified significant potential for open pit extraction with an open pit resource of
2.4 million tonnes and the potential, assuming favourable Cu grades from further drilling, of
increasing the size of the practically open pittable resource for further 700,000 to 1 million
tonnes postulating an open pit that could support five years mine life at an annual rate of
500,000 tonnes per year.
• The MRE identified that deeper parts of the orebody had the potential to be mined
underground, utilising a former concrete lined shaft with additional access from the base of
the open pit.
• Total tonnes of contained copper in Mineral Resource Estimate of approximately 190,000
tonnes. AMS postulate that this could be significantly increased by the drilling of untested
areas where mineralization is projected and a drilling programme targeted toward increased
gold credit, thereby increasing the overall copper equivalent grade.
• Addison has noted that there is significant exploration potential with extensions to the
existing open pit resources being extremely likely and only omitted from the Resource
Estimate due to a historic low drill density that precludes conversion to a JORC Resource.
Although there are no guarantees, extension drilling could result in further addition to the
updated Mineral Resource.
• The Addsion MRE considers reasonably assumed metallurgical inputs from historic test work
and prior studies. Any new metallurgical test work will inform future MRE updates and
technical studies.
The Company has also since the acquisition of the Namibian projects in 2020 made several positive
announcements which support the Company’s confidence in the Hope Copper-Gold Project. On 9
August 2022 the Company announcement that; the Company has submitted a mining licence
application for the Hope-Gorob copper-gold project area on EPL5796 to the Namibian authorities; the
Mining Licence application is based on an updated Scoping Study completed in May 2022 by external
consultants incorporating historic mineral resource estimates which did not yet include additional near-
surface copper-gold resources generated by the Company's shallow drill programme completed in
early 2022; the Scoping Study indicated that the potential for the development of a surface and
underground copper mine exists at the Hope and Gorob deposits and recommended completion of the
additional work required for optimisation of mine development plans including the work necessary to
obtain granting of environmental permits and also recommended that further exploration work
continues to fully define resource potential at these deposits; the 2022 shallow drilling has continued
to extend the strike and up-dip extension of mineralisation at both the Hope and Vendome prospects.
The new drillholes have added more than 1.5km to the mineralised strike length, with the potential to
add significantly to the previously estimated mineral resource; and continuous copper and gold
mineralisation has been intersected in drill intercepts over substantial downhole widths of up to 29.74m.
The Namibian authorities have a rigorous process for reviewing mining applications regardless of the
size of the proposed mining operations and the Company’s management have engaged with and met
with senior officials at the Ministry of Mines and Energy on several occasions to provide the information
requested and present the Company’s plans as part of the ongoing application review process and in
anticipation of the issue of the mining licence the Company has been conducting various technical and
other studies and on 4 December 2023 announced the following updated on the development of the
Hope & Gorob project:
Ore sorting test work has been completed using a test plant located at Uis, Namibia. The ore sorting
specialist, has completed test work concluding that “there is a very high probability that ore sorting
can successfully be employed as a pre-concentration step on the coarse Run of Mine fractions
(>10mm)”.
60
Notes to the financial statements (continued)
For the year ended 31 December 2023
12.1
Exploration Assets – Namibia (continued)
Magnetic separation test work on <10mm fines generated during ore sorting has also been
independently assessed. The material was found to be amenable to magnetic separation and,
depending on magroll settings a Cu upgrade ratio of between 1.5-2.0 times could be achieved in the
non-magnetic fraction. Product Cu grades ranged between 3.6-5.2% at Cu recoveries of up to 75-
80%. This indicated that a high-grade fines fraction can be produced for initial processing with a low-
grade rejects stream stockpiled for potential future processing.
Characterisation flotation test work has also been carried out which concluded, using a two-stage
flotation circuit (Rougher – Cleaner) an upgrade ratio of 6 times can be achieved producing a final
concentrate of 28 – 30% Cu (+ Au). No elevated levels of deleterious elements could be detected in
the final concentrate product.
Renewable power supply options are being considered ahead of selection of a contractor for the
implementation of an IPP contract to supply power to the Hope & Gorob mine site and supporting
infrastructure.
Community development initiatives have been advanced with highly positive discussions with the
Topnaar community, the nearest residents to the Hope & Gorob Project, located approximately 40km
from the mine site. Facilitated by the Office of the Regional Governor, Bezant has received positive
feedback from the Community and the Company has instructed its external Namibian environmental
consultant to discuss proposed community-based projects in more detail.
Engineering design & costing work has enabled the Company to move from a conceptual design
to a generally agreed flow sheet and development strategy for the operation.
Negotiations are continuing with specific reference to acquisition of existing infrastructure expected
to significantly reduce upfront capital expenditure and reduce lead time to production by a minimum
of 18 months.
Post the year end on 9 Feb 2024 the Company announced it had undertaken a Social and
Environmental Impact Assessment (ESIA), which has been submitted to interested and affected
parties for comments and which has now been submitted to the Namibian Ministry of Mines
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 2023 was
£2,790,216 which included capitalised exploration expenditure during the period of £194,175 (2022
£683,648).
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 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.
The Kanye Manganese Project comprises a collection of six prospecting licenses, namely PLs
129/2019, 421/2018, 423/2018, 424/2018, PL 425/2018 and 238/2021 (the "Project Licences"),
located in south-central Botswana south of the town of Jwaneng and west of the town of Kanye and
150 km by road from the capital Gaborone. The licenses cover a total area of 1,833 sq. km and provide
the holder with the right to prospect for Metals. Five licenses are held by Cypress Sources Pty Ltd, a
100% owned subsidiary of Coastal Resources Pty Ltd which in turn is 100% owned by Metrock
Resources Limited, itself a 100% owned subsidiary of Bezant Resources. The fifth licence PL 129/2019
s held by Coastal Minerals Pty Ltd which is 100% owned by Coastal Resources Pty Ltd. the Kanye
Manganese Project is close to the K-Hill manganese deposit where a TSX listed public company reports
a PEA based on a life of project MnO grade of 15.2% yielding a NPV (8%) of US$984m and an IRR of
29.4% - a full feasibility study was under way as of July 2023.
61
Notes to the financial statements (continued)
For the year ended 31 December 2023
12.1
Exploration Assets – Botswana (continued)
Prior to 2023 Reconnaissance mapping, prospecting and sampling work on the Kanye property has
been focussed on PL 129/2019 and which highlighted four historic manganese occurrences within an
8km-belt; 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; geological
mapping indicates that the target horizon hosting high-grade manganese may extend continuously for
at least 4km between the Loltware and Moshaneng prospects on the Bezant ground; laboratory assays
from trench sampling by Bezant at the Loltware manganese prospect (announced on 22 March 2022)
returned in-situ chip/grab sample peak results of 41.4% MnO, 49.23% MnO and 40.83% MnO from one
metre wide zones of siliceous manganese mineralisation within a continuously mineralised zone of 40m
@ 11.53% MnO; At the Moshaneng Borrow Pit, excavation of shallow clays by a local contractor for
road fill has exposed further manganese-rich pods over a width of approximately 12-15m and a strike
length of about 300m within a continuous 2km long soil anomaly.
During 2023 on 9 February 2023 the Company announced the results of its maiden drilling programme
at the Kanye Manganese project the highlights of which were:
• Maiden Kanye drilling programme – 11 mainly shallow, angled RC holes totaling 682m at
Moshaneng prospect as well as one short diamond drill hole at Loltware prospect.
• Moshaneng drilling intersected a zone of flat-lying detrital, supergene manganese-iron
mineralisation which appears to infill an irregular karst surface over a minimum strike length
of 400m.
• Among assay intervals encountered were:
a. 6m @ 28.64% MnO from 6m depth in hole MS-RC-12
i.
Including 4m @ 35.38% MnO from 8m depth
b. 3m @ 21.85% MnO from 4m depth in hole MS-RC-06
c. 3m @ 21.20% MnO from 2m depth in hole MS-RC-07
• Potential for at least another 100m of strike extension to the southeast of holes MS-RC-07
and MS-RC-012 would extend the total strike length to a minimum of 500m
• Less than 25% of the more than 2km potential extent of the target defined by soil geochemistry
has been drill tested
• Grades compare favourably with reported grades on neighbouring more advanced
manganese projects and therefore the Kanye project warrants detailed evaluation and drilling
with a view to establishing the mineral resource potential
• Drilling at Loltware encountered encouraging manganese enhancement in core, warranting
further investigation.
On 24 July 2023 and 6 September 2023 the Company announced the results of a two phase
metallurgical testing programme undertaken by Wardell Armstrong International, the highlights of which
were:
• Phase 2 work followed on from previous metallurgical testing reported in July 2023, aiming to
optimise manganese recovery from the ‘Moshaneng’ sample whilst minimising the reagent
consumption rates to improve process economics.
• Sulphuric acid leaching optimisation testwork found that manganese recoveries of 99.5%
were achievable at moderate process conditions, specifically 60°C leaching temperature,
300kg/t of sulphur dioxide addition, and 284kg/t of sulphuric acid consumption.
• Grind size had minimal influence on the final manganese recovery with 88.0% and 88.3%
manganese recovery achieved for feed material particle size distributions of 80% passing
200µm and 80% passing 150µm respectively.
• Leaching temperature had negligible effect on the final manganese recovery with 88.0% and
89.5% manganese recovery achieved for leach temperatures of 60°C and 90°C respectively.
• Leach kinetics of manganese recovery were dependent on the sulphur dioxide addition rate.
Sulphur dioxide introduced incrementally, demonstrated a staged manganese recovery.
62
Notes to the financial statements (continued)
For the year ended 31 December 2023
12.1
Exploration Assets – Botswana (continued)
• A Benchmark Project Review was carried out on three recent manganese projects which were
identified as having a similar geographical location and/or producing final products of a similar
specification.
a. Giyani Metals K.Hill Project Botswana;
b. Manganese X Energy Corp. Battery Hill Project Canada;
c. Euro Manganese Inc. Chvaletice Project Czech Republic;
• The Kanye manganese deposit demonstrates an excellent overall manganese recovery
using moderate leaching conditions compared with benchmarked projects.
• The Kanye deposit composite showed a negligible increase in manganese leaching
performance at elevated temperatures, which is a favourable outcome from an OPEX
perspective.
• Having established that the Kanye mineralisation is potentially suitable for processing to high
purity manganese, the Company will now press on with planning for further exploration at the
project to expand the footprint of the deposit and advance towards resource definition. Further
metallurgical test work will be considered at a later stage of project advancement.
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 2023 was £1,109,102 which included capitalised exploration
expenditure during the period of £80,118 (2022 £237,133).
Cyprus
On 11 November 2021 the Company announced that it had entered into a Joint Venture Agreement with
Caerus Mineral Resources PLC in relation to three of Caerus’s copper gold projects in Cyprus.
The Bezant interims to 30 June 2022 (“Bezant Interims”) and 2021 accounts recognised a carrying
value of GBP228,307 under exploration and evaluation assets and a liability of GBP227,549 as
Bezant’s share of the Joint Venture expenditure. Following the change of management and business
direction announced by Caerus in 2022 the Company entered into discussions with Caerus in relation
to the Joint Venture. On 18 October 2022 the Company announced that following these discussions,
it was not possible for the parties to agree on a mutual way forward in relation to the Joint Venture
and it was mutually agreed to terminate the Joint Venture.
The Company therefore in 2022 made the following provisions in its Company and consolidated
accounts in relation to the Cyprus Joint venture:
Provision against exploration and evaluation assets
Write back of liability in relation to joint venture expenditure
Charge to Operating Expenses
13.
Trade and other receivables
2023
£
-
-
2022
£
228,307
(227,549)
-
758
Due within one year:
VAT recoverable
Other debtors
Consolidated
2023
£’000
2022
£’000
Company
2023
£’000
2022
£’000
23
201
224
47
29
76
15
201
216
25
29
54
63
172
120
44
43
379
2022
£’000
-
700
(154)
-
77
Notes to the financial statements (continued)
For the year ended 31 December 2023
14.
Trade and other payables
Consolidated
2023
£’000
2022
£’000
Company
2023
£’000
2022
£’000
Trade creditors
Directors
Accruals
Deferred acquisition costs (note 12)
15.
Borrowings
238
16
78
-
332
256
120
44
43
463
133
16
70
-
219
Consolidated
2023
£’000
2022
£’000
Company
2023
£’000
Balance at beginning of year
Convertible loan receipts
Equity allocation
Transaction costs
Finance charge accrued
623
-
(202)
(70)
175
526
-
700
(154)
-
77
623
623
-
(272)
-
175
526
623
As announced on 30 June 2022 the Company further to its announcement of 23 November 2021
confirmed 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 interest free unsecured convertible
loan funding facility with Sanderson Capital Partners Ltd (the “Lender”), a long-term shareholder in the
Company (the “Facility”). The amount drawdown was interest free and repayable in 12 months or can be
converted at any time at the Lender’s option into Bezant shares at fixed prices for Tranche 1 of £350,000,
at 0.19 pence per share and for Tranche 2 of £350,000 at 0.225 pence per share. As the conversion
feature results in the conversion of a fixed amount of stated principal into a fixed number of shares, it
satisfies the ‘fixed for fixed’ criterion and, therefore, it is classified as an equity instrument. The value of
the liability component of £546,000 and the equity conversion component of £154,000 were determined
at the date of the Drawdowns. The fair value of the liability component, included in current borrowings, at
inception was calculated using a market interest rate for an equivalent instrument without conversion
option. The discount rate applied was 25%.
Under the terms of the Facility the Lender was due;
i) a drawdown fee of £14,000 being 2% of the amount drawdown which was 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.
On 15 June 2023, the Company announced, it had by an agreement dated 14 June 2023 agreed with the
Lender to extend the repayment date for the Drawdowns to 23 December 2024 (the “New Repayment
Date”) and adjusted the conversion prices of Tranche 1 and Tranche 2 to 0.08 pence per share (the “New
Conversion Price”). The Company as a loan extension fee i) paid the Lender a £70,000 facility extension
and documentation fee equivalent to 6.67% per year which was settled by the issue of 87,500,000 new
ordinary shares of 0.002p each (“Shares”) at the New Conversion Price (“Facility Extension Fee
Shares”); and ii) issue the Lender 437,500,000 warrants over Shares exercisable at 0.12 pence per Share
(the “Warrant Exercise Price”) exercisable for two years from the date of the Agreement. (the “Facility
Extension Fees”). The Company has an option to convert all or part of the £700,000 drawdown if the
Company’s share price exceeds 0.14 pence for 10 or more business days (the “Modified Terms”).
64
Notes to the financial statements (continued)
For the year ended 31 December 2023
15. Borrowings (continued)
The Company determined that the Modified Facility were in accordance with IFRS 9 substantially different
from the terms of the Facility and that therefore the equity instrument comprising the Original Facility was
deemed to be repaid on 15 June 2023.
The Modified Facility is an equity instrument as the conversion feature results in the conversion of a fixed
amount of stated principal into a fixed number of shares, so it satisfies the ‘fixed for fixed’ criterion and,
therefore, it is classified as an equity instrument which requires the valuation of the liability component
and the equity conversion component. The fair value of the liability component, included in current
borrowings, at inception was calculated using a market interest rate for an equivalent instrument without
conversion option. The discount rate applied was 25%.
16.
Financial instruments
(a) Interest rate risk
As the Group has no borrowings which charge interest, so 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
2023
£’000
1
-
11
-
Assets
Liabilities
2022
£’000
2
1
8
-
2023
£’000
6
7
105
2
2022
£’000
2
7
82
-
12
11
120
91
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 2022.
US Dollars
AU Dollars
AR Pesos
2023
£’000
1
1
9
2022
£’000
3
(1)
(5)
A 10 per cent weakening of the British Pound against the foreign currencies listed above at
31 December 2023 would have had the equal but opposite effect to the amounts shown above, on
the basis that all other variables remain constant.
(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.
65
Notes to the financial statements (continued)
For the year ended 31 December 2023
16
Financial instruments (continued)
(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 for cash
Shares issued for exploration project acquisitions
Shares issued on exercise of warrants
Shares issued to settle Directors’ and PDMR fees
Shares issued to settle finance cost
Shares issued to settle consultants’ fees
Total ordinary shares at end of year
2023
£’000
100
9,900
2022
£’000
100
9,900
10,000
10,000
101
102
-
-
10
1
13
227
98
-
-
1
1
1
-
101
Allotted deferred shares, called up and fully paid
As at beginning of the period
Total deferred shares at end of period (1)
1,978
1,978
1,978
1,978
Ordinary and deferred as at end of year
(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.
2,079
2,205
Ordinary share capital is summarised below:
As at beginning of the year
Share subscription for cash (1)
Shares issued for exploration project acquisitions (2)
Shares issued on exercise of warrants
Shares issued to settle Directors’ and PDMR fees (3)
Shares issued to settle finance cost (4)
Shares issued to settle consultants’ fees (5)
Number of shares
2023
Number of shares 2022
5,081,399,113
5,075,000,000
15,763,889
-
475,590,222
87,500,000
645,665,645
4,913,028,538
-
-
41,562,500
100,000,000(2)
-
26,808,075(3)
As at end of year
11,380,918,869
5,081,399,113
66
Notes to the financial statements (continued)
For the year ended 31 December 2023
17. Share Capital (continued)
Notes re shares issued during the year
(1) (a) on 26 April 2023 the Company issued 1,875,000,00 shares to certain directors, investors and existing
shareholders for £750,000
(b) on 18 December 2023 the Company issued 3,200,000,000 shares to certain directors, investors and existing
shareholders for £800,000
(2) On 21 June 2023 the Company issued 15,763,889 shares in relation to the acquisition of Virgo Resources Ltd.
(3) (a) On 26 April 2023 the Company issued 218,700,952 shares to settle fees due to Directors and persons
discharging managerial responsibilities under Market Abuse Regulations (PDMRS) of £174,960.
(b) On 18 December 2023 the Company issued 256,889,280 shares to settle fees due to Directors and PDMRS
of £64,222
(4) On 21 June 2023 the Company issued 87,500,000 shares to settle finance fees of £70,000.
(5) (a) On 13 January 2023 the Company issued 7,926,024 shares to settle fees due to a consultant of £6,000.
(b) On 26 April 2023 the Company issued 246,808,068 shares to settle fees due to consultants of £101,250.
(c) On 12 May 2023 the Company issued 104,875,000 shares to settle fees due to consultants of £41,950.
(d) On 16 November 2023 the Company issued 44,056,553 shares to settle fees due to consultants of £20,700.
(d) On 18 December 2023 the Company issued 242,000,000 shares to settle fees due to consultants of £60,500.
Deferred share capital is summarised below:
As at beginning of the year (1)
As at end of year
The share premium was as follows:
As at beginning of year
Share subscription for cash
Shares issued to settle consultants fees
Shares issued – Acquisitions
Shares issued – Finance cost
Shares issued to settle Directors’ and PDMR fees2
Share issue costs
Warrants expired during year
Warrants exercised
Warrants issued during year
998,773,038
998,773,038
998,773,038
998,773,038
2023
£’000
2022
£’000
39,507
1,448
218
42
68
230
(72)
31
-
(41)
39,303
-
34
-
-
128
-
-
42
-
As at end of year
41,431
39,507
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.
67
Notes to the financial statements (continued)
For the year ended 31 December 2023
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:
Share Options
Number
35,000,000
25,000,000
110,000,000
110,000,000
31,800,000
311,800,000
Warrants
Number
461,538,462
50,000,000
70,000,000
58,333,333
69,375,000
437,500,000
151,600,000
3,200,000,000
4,498,346,795
Date
granted
23/08/2018
23/08/2018
06/11/2020
06/11/2020
12/02/2021
Exercise
price
0.5p
1.0p
0.425p
0.565p
0.40p
Maximum term
Vesting dates
Expire on 21/06/28
Expire on 21/06/28
Expire on 21/06/2028
Expire on 21/06/2028
Expire on 30/09/2024
23 August 2018
31 January 2019
Upon being granted
31 March 2021
Upon being granted
Date
granted
29/12/2021
06/01/2022
01/07/2022
01/07/2022
26/04/2023
14/06/2023
18/12/2023
18/12/2023
Exercise
price
0.25p
0.25p
0.25p
0.30p
0.04p
0.12p
0.025p
0.06p
Maximum term
Vesting dates
Expire on 04/11/2024 Upon being granted
Expire on 04/11/2024 Upon being granted
Expire on 24/06/2025 Upon being granted
Expire on 24/06/2025 Upon being granted
Upon being granted
Expire on 26/04/2025
Expire on 14/06/2025
Upon being granted
Expire on 18/12/2026 Upon being granted
Expire on 18/12/2026 Upon being granted
The number and weighted average exercise prices of the above options and warrants are as
follows:
31 December 2023
31 December 2022
Outstanding at beginning of year
Share options issued
Prior Years lapsed options
Lapsed/exercised warrants/options
Warrants issued
Outstanding at end of year
Number
997,825,641
-
-
(46,153,846)
3,858,475,000
4,810,146,795
Weighted
average
exercise
price
0.33p
-
0.13p
0.065p
0.123p
Number
1,282,654,694
-
(27,500,000)
(435,662,386)
178,333,333
997,825,641
Weighted
average
exercise
price
0.30p
0.20p
0.27p
0.33p
19.
Reconciliation of movements in shareholders’ funds
Total comprehensive loss for the
year
Shares issued
Currency translation differences on
foreign currency operations
Warrants exercised/expired
Warrants issued
Shares issued – Acquisitions
Opening shareholders’ funds
Consolidated
Company
Year ended
31 December
2023
£’000
Year ended 31
December
2022
£’000
Year ended
31 December
2023
£’000
Year ended 31
December
2022
£’000
(1,018)
1,482
2,060
-
-
-
-
9707
164
-
43
30
-
7,988
(894)
2,060
-
-
-
-
11,556
1,891
164
-
43
30
-
9,428
Closing shareholders’ funds
10,749
9,707
12,722
11,556
68
Notes to the financial statements (continued)
For the year ended 31 December 2023
20. Reconciliation of operating loss to net cash outflow from operating activities
Consolidated
Company
Year ended 31
December
2023
£’000
Year ended
31 December
2022
£’000
Year ended 31
December
2023
£’000
Year ended
31 December
2022
£’000
(1,222)
(697)
(986)
(401)
-
176
471
8
-
199
(148)
(96)
(612)
29
92
-
-
-
(28)
236
-
176
471
107
-
-
(161)
(126)
29
92
-
-
-
(28)
(48)
(368)
(519)
(356)
Operating (loss) from all
operations
Share options
Shares issued –
Legal/finance fees
Shares issued – Directors’
and PDMR Fees
Foreign exchange gain
Depreciation
Effect of exchange
differences on translation
(Increase)/decrease in
receivables
(Decrease)Increase in
payables
Net cash outflow from
operating activities
21. Proceeds from the issuance of ordinary shares
Share capital and premium at end of year (note 17)
Shares issued – Legal and finance fees
Shares issued to settle Directors’ and PDMR fees
Share issued on exploration project acquisition
Shares issued – Consultants fees
Warrants issued re fundraise in year
Warrants lapsed
Share Issue costs
Share capital and premium at beginning of year
Year
ended 31
December
2022
£’000
41,586
(34)
(130)
-
-
Consolidated
Year
ended 31
December
2023
£’000
43,566
(70)
(239)
(43)
(231)
41
(31)
70
(41,586)
(41,379)
-
Company
Year
ended 31
December
2023
£’000
43,566
(70)
(239)
(43)
(231)
41
(31)
70
(41,586)
Year
ended 31
December
2022
£’000
41,586
(34)
(130)
-
-
-
(41,379)
1,477
43
1,477
43
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:
69
Notes to the financial statements (continued)
For the year ended 31 December 2023
22. Related party transactions (continued)
31 December 2023
Colin Bird (1)
Metallurgical Management Services Pty. Ltd (3)
R Siapno
R. Samtani
Silver Investments Ltd (4)
Paid
in
the
year
£’000 (2)
106
24
9
73
48
260
31 December
2022
Paid
in
the
year
£’000
Due at
year-end
date
£’000
Due at
year-end
date
£’000
4
1
3
-
8
16
42
4
12
-
13
71
50
10
-
33
24
117
(1) Colin Bird 2022 fee includes the issue of 30,769,231 warrants issued to Colin Bird in lieu of fees
and which were valued at £17,969 using a Black and Scholes option pricing model using a risk-
free rate of 0.25% and a volatility rate of 86.86%.
(2)Fees paid in 2023 includes £117,000 unpaid from 2022.
(3) Metallurgical Management Services Pty. Ltd is a consultancy company controlled by the director Dr.
Evan Kirby.
(4) Silver Investments Ltd is a consultancy company controlled by the director Edward Slowey.
An amount of £15,250 was paid during 2023 (2023: £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
Metallurgical Management Services Pty. Ltd is a consultancy company controlled by the director Dr.
Evan Kirby.
Silver Investments Ltd is a consultancy company controlled by the director Edward Slowey.
23.
Commitments
Non-cancellable lease rentals payable as follows:
Less than one year
Between two and five years
2023
£’000
2022
£’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.
70
Notes to the financial statements (continued)
For the year ended 31 December 2023
25.
Subsequent events
On 5 March 2024 the Company announced that by an agreement dated 4 March 2024 it had agreed
with Sanderson Capital Partners Limited (“Sanderson Capital” or the “Lender”) to extend the
repayment date for the £700,000 drawn down under the unsecured convertible loan funding facility
entered into with Sanderson Capital on 22 November 2021 (the “Facility”) (the “Agreement”) to 31
July 2025 and that the £700,000 drawn down is now convertible by the Lender at the fixed price of 0.06
pence per share (the “New Conversion Price”).
On 15 March 2024 the Company announced that, in aggregate, 447.5 million options over ordinary
shares of 0.002 pence each in the capital of the Company (“Ordinary Shares”) have been 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 447,500,000 Options, 170,000,000 have been
awarded to directors of the Company, 125,000,000 to non-director PDMRs and the balance of
152,500,000, to other eligible participants. 223,750,000 Options have an exercise price of 0.06 pence
per Ordinary Share and the balance of 223,750,000 Options have an exercise price of 0.08 pence per
Ordinary Share.
The last award of Options by the Company was in November 2020 (“November 2020 Award”). Options
awarded to existing option holders will vest upon a material corporate event as determined by the
remuneration committee (“Corporate Event”) but would include a change of control, sale of a project,
granting of a mining licence at the Company’s Hope and Gorob project in Namibia, obtaining of
financing for the proposed mine at Hope and Gorob and similar events. The Options awarded to
persons who do not already have options and who did not participate in the November 2020 Award
have vested immediately.
Existing Options holders
Directors
PDMR - Michael Allardice
Others
New Option holders
PDMR- Martyn Churchouse
Others
Total Options issued
Exercise Price
0.06 pence
0.08 pence
Million - options
Total 2024
Vesting
85.00
27.50
7.50
120.00
35.00
68.75
103.75
223.75
85.00
27.50
7.50
120.00
35.00
68.75
103.75
223.75
170.00
55.00
15.00
240.00
70.00
137.50
207.50
447.50
Corporate Event
Corporate Event
Corporate Event
On issue
On Issue
On 10 June 2024 the Company announced it has entered into an exclusive collaboration agreement
with PCB Mining Limited (“PCB Mining”) on 7 June 2024 in relation to its small scale exploration licence
24988-HQ-LEL in Zambia (“PCB Licence"). Bezant will earn a 15% interest in the PCB Licence / PCB
Mining (“PCB Project”) by providing a project restart plan for PCB Mining and assisting PCB Mining in
obtaining financing for the project restart.
PCB Mining exclusive collaboration agreement
On 7 June 2024 Bezant entered into an exclusive collaboration agreement with PCB Mining Limited
(“PCB Mining”) in relation to its small scale exploration licence 24988-HQ-LEL in Zambia (“PCB
Licence"). Bezant will earn a 15% interest in the PCB Licence / PCB Mining by providing a project
restart plan for PCB Mining and assisting PCB Mining in obtaining financing for the project restart. The
key commercial terms are:
1. Services to be provided: PCB Mining have advised there is a plant on site owned by PCB Mining
and PCB Mining wish to appoint Bezant on an exclusive basis for 180 days to;
a. prepare and construct a capital and operating cost budget to recommence mining operations
at the Project (“Project Restart”); and
71
Notes to the financial statements (continued)
For the year ended 31 December 2023
b. assist PCB Mining in obtaining finance for the Project Restart and the appointment of a mine
contractor and engineering consultant to oversee the recommencement of the Project Restart
(the “Services”).
25. Subsequent events (continued)
2. Commencement of Services: Bezant are to commence the Services within 15 days of the
agreement. Commencement is defined as both physical activity within the Licence boundaries and
desktop studies related to the Services which will include technical, financial and legal due diligence in
relation to a project of this nature.
3. Fee for Services: The fee for the Services is a 15% interest in the PCB Licence and / or PCB Mining.
4. Trigger for Issue of 15%: In the event of the completion of funding for the Project Restart or a
proposed change of control of PCB Mining and or sale of equity in or joint venture of PCB Mining or the
Project (“Trigger Event”) then Bezant has the right to be issued by PCB Mining that number of PCB
Mining shares (“Bezant’s PCB Mining shares”) that taking into account Bezant’s PCB Mining shares
equals 15% of PCB Mining’s issued share capital as enlarged by the issue of the Bezant’s PCB Mining
shares and the issue of any unissued shares or shares related to options or other rights to subscribe
for PCB Mining shares.
5. Right to Match: Bezant have the right but not the obligation to match the terms offered by a mine
contractor in relation to the Project Restart (“Right To Match”). In the event that Bezant exercise their
Right To Match then Bezant will be issued a 40% shareholding in PCB Mining (inclusive of the 15%
Fee for the Services).
6. No commitment to Obtain Financing: Bezant makes no representation or commitment that it will
be able to obtain funding for the Project Restart.
Licence Information: As per Zambia Mining Cadastre accessed on 7 June 2024:
1) Licence 24988-HQ-LEL is a small scale exploration licence covering 375.4434 ha in the name of
PCB Mining Limited (the “PCB Licence");
2) The PCB Licence was applied for on 24 June 2019 and the granted on 11 January 2023 and has an
expiry date of 10 January 2027; and
2) The PCB Licence is for cobalt, copper, gold, iron ore, lead, manganese, silver, zinc.
The PCB Licence is located in the north-western province of Zambia. The PCB Licence was subject to
a dispute over ownership between PCB Mining and ZCCM-IH to which PCB Mining obtained judgment
in its favour dated 11th September 2023. The Company understands from PCB Mining that ZCCM-IH
has not exercised its right to appeal within the stipulated time and so have no legal claim to the PCB
Licence but notwithstanding this it is possible that the PCB Licence could in the future be subject to
further or new challenges or other disagreements.
Information on PCB Mining: PCB Mining Limited was registered on 28 November 2018 in Zambia
with company number 120180010015 and its main activity is the PCB Project. The non-executive
chairman of PCB Mining is Caleb Amos Mulenga and its executive director is Lukonde Makungu who
is also an executive director of Cooperlemon Consultancy Limited which is a private Zambian based
mining consultancy firm.
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.
72