1
Bezant Resources Plc
(Company Registration Number 02918391)
Annual Report
and
Financial Statements
For the year ended 31 December 2024
2
Contents
Page
Corporate directory
3
Chairman’s statement
4
Board of directors
7
Strategic report
12
Directors’ report
16
Corporate governance
26
Independent auditor’s report
32
Consolidated statement of profit and loss
41
Consolidated statement of other comprehensive income
42
Consolidated statement of changes in equity
43
Company statement of changes in equity
44
Consolidated and Company balance sheets
45
Consolidated and Company statements of cash flows
46
Notes to the financial statements
47 - 73
3
Corporate directory
Directors:
C Bird
Executive Chairman
E Kirby
Non-Executive Director
R Siapno
Non-Executive Director
R Samtani
Finance Director
E Slowey
Technical Director
Secretary:
M Allardice
Registered office:
Floor 6, Quadrant House
4 Thomas More Square
London, E1W 1YW
Registered number:
02918391 (England & Wales)
Nominated adviser:
Beaumont Cornish Limited
Building 3, 566 Chiswick High Road
London, W4 5YA
Joint Broker:
Novum Securities Limited
2nd Floor, 7019 Chandos Street
London, W1G 9DQ
Joint Broker:
Shard Capital Partners LLP
70 Mark Lane, London EC3R 7NQ
Solicitors:
Joelson JD LLP
2 Marylebone Road
London, NW1 4DF
Auditors:
UHY Hacker Young LLP
Quadrant House
4 Thomas More Square
London, E1W 1YW
Registrars:
Link Market Services Limited
34 Beckenham Road
Beckenham
Kent, BR3 4TU
Bankers:
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
4
Chairman’s Statement
For the year ended 31 December 2024
Dear Shareholder,
Since our last report for year ended 31 December 2023, there has been little change in the
world geo-political situation. There has been limited progress resolving the Russia-Ukraine
conflict, whilst the Middle East assumes new and more complex political risk and a new
Administration has assumed office in the USA both political and commercial impact.
Commercial and more general impact through the variable imposition and withdrawal of
tariffs and more specifically targeting raw materials such as aluminium and steel but so far
at least not affecting copper remaining a distant threat.
This mix of uncertainty has been reflected in World stock markets gyrations generally. The
small cap mining resource market is in actual fact showing some signs of progress and
Bezant, being dependent on the copper price is attracting some attention. The copper price
appears range bound between USD9,200-10,000 per tonne, which shows considerable
resilience against these global uncertainties. Lower copper prices typically occur when the
market perceives a general threat of economic slowdown and stagnation, which is most
recently inspired by the position of the new US Administration on tariffs against China,
Europe and India.
These factors make us very confident that our Hope and Gorob copper - gold Project will
come into production against a strong copper price at the top end of the USD9,000s and
possibly well above USD10,000 per tonne and an equally strong gold price which has been
over US$3,000 per ounce for the last few weeks. We have made very good progress with
the Project having secured in October 2024 a Letter of Preparedness from the recently
renamed Ministry of Industries, Mines & Energy that serves as a formal confirmation to issue
a mining license subject to the granting of an Environmental Clearance Certificate from the
Ministry of Environment & Tourism which was granted in April 2025. We announced on 25
June 2025 the issue by the Ministry of Mines and Energy of the formal mining certificate for
Mining Licence ML 246 which is valid until 31 March 2040 to Hope and Gorob Mining (Pty)
Ltd which is 70% owned by Bezant. We would like to thank the Ministry of Mines and Energy
for their confidence in awarding the Hope and Gorob mining licence.
Outside the reporting year and early this year we conducted large-scale dry ore sorting trials
on representative ore from Hope & Gorob and achieved excellent results. Screening out a
-19mm product, ore sorting generated a high-grade product, dominated by chalcocite, a
copper sulphide mineral characterised by its’ high copper content (79.9%). By definition
removing the fines -19mm material from the feed to the ore sorter meant that a lower feed
grade was delivered to the ore sorter. I am very pleased to report that the subsequent lower
grade material upgraded to expectation and produced a pre-concentrate at the requisite
grade necessary to maintain positive project economics. We are confident that with ore
sorting we can deliver a feed grade in excess of 2.8% copper, 0.6g gold and 13g silver,
which in this day and age is an excellent raw ore feed for a flotation plant. Negotiations are
ongoing with specific reference to acquisition of existing infrastructure expected to
significantly reduce upfront capital expenditure and lead time to production.
5
During the year all aspects of mine development and planning were resolved and
preliminary contracts negotiated with key component suppliers, mining and haulage
contractors and the engineering groups responsible for plant upgrades, construction and
commissioning. Our actions now are totally implementation based and we will advise
shareholders on the framework of the Project and key operating parameters together with
approximate timelines.
On full commercial production, we expect to produce concentrate containing some 7,000
tonnes of copper equivalent per annum. This production will generally be obtained from
open pit mining for at least 6 years, and we are confident that open pit mining will continue
for an extended period yet to be defined by drilling.
The area between Hope and Gorob, being some 17km and previously subjected to 69,000m
of drilling will be our next target for additional Mineral Resource development and expansion
with expectations of deeper ore providing the potential for a future significant underground
mining operation. We have contiguous to the Hope and Gorob project more than 80km of
quality exploration potential all hosted by Matchless geology that has produced a number of
mines in the past.
In Botswana, the Kanye Battery Manganese project, was subjected to geophysical test work
and areas of further drilling was identified. We intend to follow-up this increased potential
during this year.
As I write our interest in IDM International Ltd (IDM) has been sold to Blackstone Minerals
who are listed on the Australian stock exchange and we are due to receive our Blackstone
Minerals shares on 30 June 2025. The disposal has been arranged by way of a merger and
based on the Blackstone Minerals closing share price of AUD 8.8 cents on 26 June 2025
and using an FX rate of £1 = AUD 2.09 Bezant is the recipient of Blackstone Minerals shares
with a value of approximately £5.8 million, which are freely trading although subject to normal
market trading constraints and in excess of Bezant’s current market capitalisation.
During the year we announced two fundraisings for in aggregate £810K gross of which
£490K gross settled after the year end.
As a post balance sheet event we completed the disposal of 100% of our interest in the
Eureka Project in Argentina on the basis that the company was concentrating its resources,
financial and people, in Southern Africa.
We have decided to discontinue our interest in the PCB Mining Ltd project in Zambia, based
on complex ownership issues and the short term lack of prospectivity of the project relative
to the Hope and Gorob project in Namibia which is our current main focus.
The establishment of Hope and Gorob as a producing mine is a natural development of the
business of an exploration and development company which shareholders are aware we
have been working on for the last couple of years. When we have done so this will be a
significant milestone for Bezant as whilst many companies aspire to develop a mine many
do not achieve this goal and I thank all of my colleagues and fellow directors for their untiring
efforts to advance this project in particular and the other projects in general.
6
Yours sincerely,
Mr Colin Bird
Executive Chairman
27 June 2025
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Board of directors
For the year ended 31 December 2024
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 as at the date of these accounts
1,033,000,654 ordinary shares in the capital of the Company of which 80,000,000 were
acquired on 17 March 2025.
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.
100,000,000 warrants issued on 3 January 2025 expiring on 3 January 2028 which give the
right to subscribe for ordinary shares at a price of 0.04p per share.
8
Board of directors (continued)
For the year ended 31 December 2024
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. His career
started in South Africa with Impala Platinum, Rand Mines and then Rustenburg Platinum
Mines. 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
and continued with international 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). Kendrick
Resources Plc (listed on LSE), and Linq Minerals (listing on ASX), and Director of private
company, Metallurgical Management Services Pty Ltd
Former directorships in the last 5 years
Technical director of Jubilee Metals Group PLC (Aim traded).
Special responsibilities
Chairman of the Audit Committee and member of the Remuneration Committee.
Interests in shares and options as at the date of these accounts
65,710,062 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
9
Board of directors (continued)
For the year ended 31 December 2024
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, Director of Gibbous 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 as at the date of these accounts
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 African Pioneer Plc (listed on the LSE) . 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
None
Former directorships in the last 5 years
Tiger Royalties and Investments Plc and Myning Ventures Ltd
Special responsibilities
Mr. Samtani is the Company’s Finance Director and member of the Audit Committee.
10
Board of directors (continued)
For the year ended 31 December 2024
Interests in shares and options as at the date of these accounts
306,164,411 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.
50,00,000 warrants issued on 3 January 2025 expiring on 3 January 2028 which give the
right to subscribe for ordinary shares at a price of 0.04p 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 through to feasibility study
implementation for a variety of commodities. As a professional consultant, Mr. Slowey's work
has included completion of CPR's and 43-101 technical reports for international stock
exchange listings and fundraising, while also undertaking assignments for the World Bank
and European Union bodies. Mr. Slowey has also served as director of several private and
public companies, including the role of CEO and Technical Director at AIM-listed Orogen
Gold Plc which discovered the Mutsk gold deposit in Armenia.
Other current directorships
Silver Investments Limited
Galileo Resources plc
St Vincent Minerals US Inc
Camel Valley Holdings Inc
Crocus-Serv Resources Pty Ltd
Virgo Business Solutions Pty Ltd
St Vincent Minerals Inc
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.
11
Board of directors (continued)
For the year ended 31 December 2024
Interests in shares and options as at the date of these accounts
89,625,000 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
12
Strategic report
For the year ended 31 December 2024
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 and development primarily
on copper and gold where it has projects with exploration licences and a mining licence in
Namibia, and a mining licence in the Philippines (via its shareholding in IDM International
Ltd) and a manganese exploration licences in Botswana.
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 2024 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 currently has projects in Namibia and
Botswana, 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 24.
Performance of the Company
The Company is an exploration and development entity whose assets 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 and development activities 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.
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Strategic report
For the year ended 31 December 2024
c. the need to foster the Company’s business relationships with suppliers, customers
and others;
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
f. the need to act fairly between members of the Company.
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
Why is it important to engage
this group of stakeholders
How did Bezant engage with
the stakeholder group
What
resulted
from
the
engagement
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
and development entity
whose assets 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.
As an exploration and
development 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 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 key mechanisms of
engagement include
• The AGM and Annual and
Interim Reports.
• Investor roadshows and
presentations.
• Access to the Company’s
brokers and advisers
• Regular news and project
updates.
The Company engaged with
investors on topics of strategy,
governance, project updates
and performance.
Please see “Relationship with
shareholders” section of the
Corporate governance report
which starts on page 26.
14
Strategic report
For the year ended 31 December 2024
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.
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 and
Botswana. The Company
also 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
projects will be predicated
on the development of a
local workforce in the
countries of its projects.
(see the principal risk and
uncertainty starting on page
21).
• 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.
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 projects or
investments which at the
date of this report includes,
Namibia, ,Botswana, and
the Philippines.
The Group will only be able
to develop its exploration
projects once it receives
relevant licences and
permits from local
governments to explore,
mine and undertake mineral
processing.
The 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 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.
Community
The local community at the
Company’s projects which
as at the date of this report
were in Namibia, and
Botswana, and the
surrounding area.
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.
• 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 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.
15
Strategic report
For the year ended 31 December 2024
Professional service
providers
During the exploration and
development phase of
projects, 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 of
smaller companies /
providers, some of whom
are independent, or family
run businesses.
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 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 i)
exploration services for analysis
and field operations and ii)
engineer and mine design
services for mine licence
applications and mine planning
as required rather than the
Company maintaining its own full
time in-house exploration and
mine development department.
The use of third-party drilling
contractors rather than
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.
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 26 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 2025
16
Directors’ report
For the year ended 31 December 2024
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 2024.
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
2024.
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 31 December 2024 and the date of this report are as follows:
‘
31 December 2024
Date of this report
Ordinary
shares of
0.002p each
Percentage of
issued share
capital
Ordinary
shares of
0.002p each
Percentage
of issued
share capital
C. Bird
615,000,655
5.00%
1,033,000,654
6.49%
E. Kirby
44,376,729
0.36%
65,710,062
0.41%
R. Siapno
1,333,334
0.01%
1,333,334
0.01%
R Samtani
200,611,078
1.63%
306,164,411
1.92%
E Slowey
44,625,000
0.36%
89,625,000
0.56%
Directors’ Warrants
The following warrants have been issued to Colin Bird and Raju Samtani.
Colin Bird:
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; and
100,000,000 warrants issued on 3 January 2025 expiring on 3 January 2028 which give the
right to subscribe for ordinary shares at a price of 0.04p 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; and
50,000,000 warrants issued on 3 January 2025 expiring on 3 January 2028 which give the
right to subscribe for ordinary shares at a price of 0.04p per share.
Directors’ report (continued)
For the year ended 31 December 2024
17
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
Exercise price
Millions
Directors
0.06
pence
0.08
pence
0.425
pence
0.565
pence
0.5
pence
1
pence
Total No. of
Options
Colin Bird
40.0**
40.0**
24.0
24.0
15.0
12.5
155.5
Raju Samtani
12.5**
12.5 **
20.0
20.0
-
- 65.0
Edward Patrick Slowey
22.5**
22.5**
20.0
20.0
-
- 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 2024 were £40,000, the other Directors are
entitled to receive between £12,000 and £18,000 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.
Directors’ report (continued)
For the year ended 31 December 2024
18
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 2024 and 2023 was as
follows:
2024
Directors’
Fees
Salary and
Consulting
Fees
Total
cash paid
year
ended
Share
based
payment -
share
options
Total
cash and
share
based
£
£
£
£
£
C. Bird
12,000
48,000
60,000
9,506
69,506
E. Kirby
14,039
-
14,039
2,377
16,416
R. Siapno
12,000
-
12,000
-
12,000
R. Samtani
40,000
-
40,000
2,971
42,971
E. Slowey
18,000
15,300
33,300
5,347
38,647
Total
96,039
63,300
159,339
20,201
179,540
2023
Directors’
Fees
Salary and
Consulting
Fees
Total
cash paid
year
ended
Share
based
payment -
share
options
Total
cash and
share
based
£
£
£
£
£
C. Bird
12,000
48,000
60,000
-
60,000
E. Kirby
14,481
-
14,481
-
14,481
R. Siapno
12,000
-
12,000
-
12,000
R. Samtani
40,000
-
40,000
-
40,000
E. Slowey
18,000
14,400
32,400
-
32,400
Total
96,481
62,400
158,881
-
158,881
Notes:
1. Mr Bird and Mr Samtani’s Directors’ fees include NIC and UK payroll tax.
2. Note 18 to the accounts provides information on Share-based payments.
Directors’ report (continued)
For the year ended 31 December 2024
19
An amount of £15,000 was paid during 2024 (2023: £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 and development projects,
located within, Namibia and Botswana having sold its interest in the Eureka project in
Argentina post the year end and has an equity investment in a project in the Philippines.
During the period in Namibia the Company was awarded Environmental Clearance
Certificates (ECC) in relation to Exploration licences 7170 and 6605 and was working on
obtaining an ECC in relation to Mining Licence 246 in Exploration licence 5796
environmental clearance certificates. Post the period end on 3 April 2025 the Company
announced the award of an ECC in relation to Mining Licence 246.
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 13 June 2025 of those shareholders with a 3% and above equity holding in the
Company based on the Company having 15,920,589,169 ordinary shares in issue on 13
June 2025 (“13 June 2025 Shares in Issue”).
Shareholders per share register
CREST
Designation
Number of
ordinary shares
Percentage of
Share Capital
The Bank Of New York (Nominees)
672938
1,789,030,817
11.24%
Vidacos Nominees Limited
IGUKCLT
1,454,310,596
9.13%
Hargreaves Lansdown (Nominees)
HLNOM
1,154,701,689
7.25%
Jim Nominees Limited
SHARD
1,043,060,467
6.55%
Hargreaves Lansdown (Nominees)
15942
908,197,264
5.70%
Interactive Investor Services
SMKTNOMS
885,289,097
5.56%
Interactive Investor Services
SMKTISAS
736,124,898
4.62%
Kamino Minerals Ltd
714,285,714
4.49%
Barclays Direct Investing Nominees
CLIENT1
548,989,851
3.45%
Vidacos Nominees Limited
FGN
539,241,035
3.39%
Hargreaves Lansdown (Nominees)
VRA
519,125,865
3.26%
10,292,357,293
64.65%
Directors’ report (continued)
For the year ended 31 December 2024
20
On 26 June 2025 Breamline Pty Ltd a company controlled by Christian Cordier submitted a
TR-1 notification to the Company that it has an indirect interest in 791,406,503 ordinary
shares in relation to the following shareholdings of companies which Christian Cordier has
an interest in Tonehill Pty Ltd acting for the (“aft”) The Tonehill Trust 255,538,825 shares,
Coreks Super Pty Ltd aft Coreks Superannuation Fund 151,163,350 shares and Breamline
Pty Ltd aft Breamline Ministries 348,704,328 shares. Mr Cordier’s interest represented
4.97% at the date of issue of the TR-1 and based on the 13 June 2025 Shares in Issue
On 27 February 2025 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 represents 4.78% of the 13 June 2025 Shares in Issue.
Political and charitable contributions
There were no political or charitable contributions made by the Group during the year ended
31 December 2024 (2023: 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.
Directors’ report (continued)
For the year ended 31 December 2024
21
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.
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 but post the
year end in June 2025 was issued a mining licence in relation to the Hope and Gorob copper
gold project in Namibia.
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.
Directors’ report (continued)
For the year ended 31 December 2024
22
Principal risks and uncertainties (continued)
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 and mining 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.
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, and Botswana 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 2023 an impairment provision was made
against the Group’s Eureka project in Argentina as there was 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.
Directors’ report (continued)
For the year ended 31 December 2024
23
Principal risks and uncertainties (continued)
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.
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 2024 after tax of £1,015,000 after a fair value
adjustment loss of £157,000 (see note 11.1) (2023 – loss of £6,106,000 after an impairment
provision of £4,774,000 and a fair value adjustment loss of £110,000). The Group had
negative cash flows from operations and is currently not generating revenues. Cash and
cash equivalents were £88,000 as at 31 December 2024. On 24 December 2024 the
Company announced a £560,000 fundraise which completed post the year end. On 27
February 2025 the Company announced that the repayment date for the £700,000
drawdown under the Sanderson Capital Facility Agreement had been extended to 31 July
2026. 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
in 2023 experienced inflation rates not experienced for several years and this and the
economic effects of the war in Ukraine may have an effect on the Company’s costs. The
Company seeks to mitigate this risk by obtaining quotes for and agreeing on material
Directors’ report (continued)
For the year ended 31 December 2024
24
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, and also
being able to sell Blackstone Mineral shares 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 as disclosed in Note 1.1 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 26 to the Accounts and summarised below:
On 24 December 2024 the Company announced a fundraising of £560,000 at 0.02 pence per
Ordinary Share ( the “Fundraising Price”) and the issue of shares to settle accrued fees of
£194,616 at 0.03 pence per Ordinary Share (the “Accrued Fees Price”) (the “Fee
Conversion”) . Both the Fundraising and the Fee Conversion detailed in note 26 to the
Accounts closed after the year end.
On 6 February 2025 the Company announced that IDM International Limited (“IDM”) through
which the Company holds its interest in the Mankayan Copper Gold project in the Philippines
(“Mankayan Project”) has announced a proposed merger with ASX listed Blackstone
Minerals Ltd (“Blackstone”)(“IDM Merger”) and that on 5 February 2025 Bezant converted
its AUD137,500 IDM Convertible Loan Note (plus accrued interest) and received 752,143
IDM shares and 343,750 options to acquire IDM shares at AUD0.40 expiring on 5 February
2029 (“IDM Loan Note Conversion”). On 27 June 2025 the Company announced the IDM
Merger has been completed. IDM Shareholders received 7.4 Blackstone shares for every
1 (one) IDM share they held with fractional entitlements rounded down and the Company
has been issued 139,365,650 Blackstone shares and 2,543,750 options to acquire
Blackstone shares at AUD0.06 expiring on 1 November 2026 for its IDM shares and IDM
options.
On 27 February 2025 the Company announced that by an agreement dated 26 February
2025 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 2026 and that the £700,000 drawn down is now
convertible by the Lender at the fixed price of 0.025 pence per share (the “New Conversion
Price”).
Directors’ report (continued)
For the year ended 31 December 2024
25
Post Balance Sheet events (continued)
On 19 May 2025 the Company announced the issuing 167,809,490 new Ordinary
Shares to settle a total of £44,940 of consultancy fees.
On 21 May 2025 the Company announced the completion of the share purchase agreement
for the sale of Puna Metals S.A. (“Puna”) which holds the 12 licences comprising the Eureka
Project located in the Republic of Argentina (“Eureka Project”) to Ajax Resources Plc
(“Ajax”) (LSE: AJAX) for US$170,000.
On 25 June 2025 the Company announced the issue by the Ministry of Mines and Energy
of the formal mining certificate for Mining Licence ML 246 which is valid until 31 March 2040
to Hope and Gorob Mining (Pty) Ltd which is 70% owned by Bezant.
Relations with Shareholders
The Company plan to hold an Annual General Meeting in late July or August 2025 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 2025
Corporate governance
For the year ended 31 December 2024
26
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.
Corporate governance (continued)
For the year ended 31 December 2024
27
Details of the current Directors, biographical details are set out above and start on page 7
and their roles and background are set out on the Company’s website at
www.bezantresources.com. The role of the Chairman is to provide leadership of the Board
and ensure its effectiveness on all aspects of its remit to maintain control of the Group. In
addition, the Chairman is responsible for the implementation and practice of sound corporate
governance.
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.
The principal activity of the Group is natural resource exploration and development primarily
on copper and gold where it has projects with exploration licences and a mining licence in
Namibia, and a copper-gold mining licence in the Philippines (via its shareholding in IDM
International Ltd) and a manganese exploration licences 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 relationships with 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.
Careful attention is given to ensure that all exploration activity is performed in an
environmentally responsible manner and abides by all relevant mining and environmental
acts. Bezant takes a conscientious role in all of its operations and is aware of its social
responsibility and its environmental duty.
Both the engagement with local communities and the performance of all activities in an
environmentally and socially responsible way are closely monitored by the Board which
ensures that ethical values and behaviours are recognised.
Corporate governance (continued)
For the year ended 31 December 2024
28
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
Remuneration
Dr. Evan Kirby (Chairman) Colin Bird (Chairman)
Raju Samtani
Dr. Evan Kirby
Colin Bird
Ronnie Siapno
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.
Corporate governance (continued)
For the year ended 31 December 2024
29
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.
Corporate governance (continued)
For the year ended 31 December 2024
30
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 2024 after tax of £1,015,000 after a fair value
adjustment loss of £157,000 (see note 11.1) (2023 – loss of £6,106,000 after an impairment
provision of £4,774,000 and a fair value adjustment loss of £110,000). The Group had
negative cash flows from operations and is currently not generating revenues. Cash and
cash equivalents were £88,000 as at 31 December 2024. On 24 December 2024 the
Company announced a £560,000 fundraise which completed post the year end. On 27
February 2025 the Company announced that the repayment date for the £700,000
drawdown under the Sanderson Capital Facility Agreement had been extended to 31 July
2026. 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,
and also being able to sell Blackstone Mineral shares 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.
Corporate governance (continued)
For the year ended 31 December 2024
31
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 2025
32
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF BEZANT RESOURCES PLC
FOR THE YEAR ENDED 31 DECEMBER 2024
Opinion
We have audited the financial statements of Bezant Resources Plc (the ‘Company’) and its
subsidiaries (the ‘Group’) for the year ended 31 December 2024 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 2024 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 £778,000 during the year ended
31 December 2024 (2023: £1,046,000) 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 2026, 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.
33
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 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 compared the prior year forecast against actuals to determine accuracy of forecasts
prepared.
• 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.
34
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. 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
The Group has capitalised costs in
respect of the Group’s licence interests in
accordance with IFRS 6 ‘Exploration for
and Evaluation of Mineral Resources’
(IFRS 6). The Directors need to assess
the exploration assets for indicators of
Our audit work included, but was not restricted
to:
• Obtaining each of the licences along
with supporting information available
for each exploration project to assess
whether the licenses remain in good
standing.
35
Key audit matter
How the matter was addressed during the
audit
impairment and where they exist to
undertake a full review to assess the
need for impairment charge. This
involves significant judgements and
assumptions.
We therefore identified the impairment of
exploration and evaluation assets as a
key audit matter, which was one of the
most
significant
assessed
risks
of
material misstatement.
• 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 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.
No impairment provisions were considered
necessary.
Impairment
of
investments
and
intercompany loans in the Parent
Company and investments held at
FVPL in the Group and Parent
Company
Under International Accounting Standard
36 ‘Impairment of Assets’, companies are
required to assess whether there is any
indication that an asset may be impaired
at each reporting date.
Management
assessment
involves
significant judgements and assumptions
such as the timing and extent and
probability of future cash flow.
The Company has investments of £6.4m
(2023: £6.1m) comprising investments
Our audit work included, but was not limited to:
• Reviewing the investments balances
for
indicators
of
impairment
in
accordance with IAS 36;
• Assessing the appropriateness of the
methodology applied by management
in their assessment of the recoverable
amount
of
intragroup
loans
by
comparing it to the Group’s accounting
policy and IAS 36;
• Assessing management‘s evaluation of
the recoverable amounts of intergroup
loans
including
review
of
the
impairment provisions and net asset
values of components that have
intercompany debt;
36
Key audit matter
How the matter was addressed during the
audit
and loans to subsidiaries of £4.4m (2023:
£4.0m) and investments held at FVPL of
£2.0m (2023: £2.1m). The Group has
investments held at FVPL of £2.0m
(2023: £2.1m). 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 recoverable
as a result of the subsidiary companies
incurring losses.
We therefore identified the impairment of
loans due from subsidiary companies as
a key audit matter in the Company
financial statements, which was one of
the most significant assessed risks of
material misstatement.
• 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, Hope Copper Gold Project,
and Kanye Manganese Project, held by
subsidiaries. Our impairment review was
therefore linked to our assessment of
indicators of impairment on the corresponding
exploration assets.
Management has impaired Eureka Mining &
Exploration SA, Puna Metals SA and Anglo
Tanzania Gold Limited investment and loan
balances in full in the year ended 31
December 2023 following uncertainty of
finding a joint venture partner due to the
current political situation in Argentina. The
additions to the loans to subsidiaries relating
to the Eureka project were impaired in full in
2024.
No further impairments were considered
necessary.
Valuation and accounting treatment of
convertible loan facility
The
Company
and
Group
has
a
convertible loan instrument of £700k
(2023: £700k). The loan terms were
modified during the year.
Convertible instruments can be complex,
containing a number of features which
can have a significant impact on the
accounting. Therefore, management
were to determine the correct treatment
for the modification.
We therefore identified the valuation and
accounting treatment of the convertible
loan as a key audit matter in the
Company
and
Group
financial
statements.
Our audit work included, but was not limited to:
• Obtaining and reviewing the convertible
loan agreement and loan amendment
for key terms which determine the
accounting treatment;
• Evaluated the appropriateness of the
accounting treatment under IFRS 9
Financial Instruments and IAS 32
Presentation of Financial Instruments;
• Assessed the key assumptions used to
determine the fair value of the liability
and equity component.
Key observations
Management determined that the modified
facility was in accordance with IFRS 9
substantially different from the original facility
and therefore the original financial liability was
extinguished, and a new financial liability
recognised.
37
Key audit matter
How the matter was addressed during the
audit
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
Group
Parent
Overall materiality
We determined
materiality for the
financial statements
as a whole to be:
£102,000 (2023: £120,000)
£102,000 (2023: £96,000)
How we determine it
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
£76,000 (2023: £90,000)
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.
Specific materiality
We also determine a lower level of specific materiality for
certain areas such as directors’ remuneration and related
party transactions of £2,000 (2023: £2,000) as these are
considered to be material by nature.
Reporting threshold
We agreed with the Audit Committee that we would report to
them all misstatements over 5% of Group materiality
identified during the audit, as well as differences below that
threshold that, in our view, warrant reporting on qualitative
38
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
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.
39
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.
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.
40
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 2025
41
Consolidated Statement of Profit and Loss
For the year ended 31 December 2024
Notes
Year ended
31 December
2024
£’000
Year ended
31 December
2023
£’000
CONTINUING OPERATIONS
Group revenue
-
-
Cost of sales
-
-
Gross profit/(loss)
-
-
Operating expenses
3
(725)
(1,046)
Share based payments
3
(53)
-
Operating loss
4
(778)
(1,046)
Other losses
11.1
(157)
(110)
Finance Costs
(80)
(176)
Impairment of assets
5
-
(4,774)
Loss before taxation
(1,015)
(6,106)
Taxation
6
-
-
Loss for the financial year from continuing
operations
(1,015)
(6,106)
Loss for the financial year
(1,015)
(6,106)
Attributable to:
Owners of the Company
(1,015)
(6,106)
- Continuing operations
(928)
(1,027)
- Discontinued operations
10
(87)
(5,079)
Non-controlling interest
-
-
(1,015)
(6,106)
Loss per share (pence)
Basic loss per share from continuing operations
7
(0.01)
(0.09)
Diluted loss per share from continuing operations
7
(0.01)
(0.09)
42
Consolidated Statement of Other Comprehensive Income
For the year ended 31 December 2024
Year ended
31 December
2024
£’000
Year ended
31 December
2023
£’000
Other comprehensive income:
Loss for the financial year
(1,015)
(6,106)
Items that may be reclassified to profit or loss:
Foreign currency reserve movement
(155)
112
Non-controlling interest
-
-
Total comprehensive loss for the financial year
(1,170)
(5,994)
Attributable to:
Owners of the Company
(1,170)
(5,994)
- Continuing operations
(1,083)
(915)
- Discontinued operations
(87)
(5,079)
Non-controlling interest
-
-
(1,170)
(5,994)
43
Consolidated Statement of Changes in Equity
For the year ended 31 December 2024
Share
Capital
£’000
Share
Premium
£’000
Other
Reserves1
£’000
Retained
Losses
£’000
Total
Equity
£’000
Year ended 31 December 2024
Balance at 1 January 2024
2,205
41,431
4,127
(41,788)
5,975
Current year loss
-
-
-
(1,015)
(1,015)
Foreign currency reserve
-
-
(155)
-
(155)
Total comprehensive loss for year
-
-
(155)
(1,015)
(1,170)
Shares issued – In lieu of fees
4
47
-
-
51
Share issue cost
-
(50)
-
-
(50)
Proceeds from shares issued
15
235
-
-
250
Share options granted
-
-
53
-
53
Warrant expired
-
-
(299)
299
-
Options expired
-
-
(57)
57
-
Equity component of new borrowings
-
192
-
192
Extinguishment of equity component of
borrowings
-
-
(202)
-
(202)
Balance at 31 December 2024
2,224
41,663
3,659
(42,447)
5,099
Share
Capital
£’000
Share
Premium
£’000
Other
Reserves1
£’000
Retained
Losses
£’000
Total
Equity
£’000
Year ended 31 December 2023
Balance at 1 January 2023
2,079
39,507
3,672
(35,551)
9,707
Current year loss
-
-
-
(6,106)
(6,106)
Foreign currency reserve
-
-
112
-
112
Total comprehensive loss for year
-
-
112
(6,106)
(5,994)
Shares issued – In lieu of fees
24
558
-
-
582
Share issue cost
-
(72)
-
-
(72)
Proceeds from shares issued
102
1,448
-
-
1,550
Warrants issued
-
-
285
(285)
-
Warrants issued to broker on fundraise
-
(41)
41
-
-
Warrant expired
-
31
(31)
-
-
Equity component of new borrowings
-
202
-
202
Extinguishment of equity component of
borrowings
-
-
(154)
154
-
Balance at 31 December 2023
2,205
41,431
4,127
(41,788)
5,975
1 Other reserves are made up of the share-based payment, foreign exchange, merger and convertible
instrument reserves.
44
Company Statement of Changes in Equity
For the year ended 31 December 2024
Share
Capital
£’000
Share
Premium
£’000
Other
Reserves1
£’000
Retained
Losses
£’000
Total
Equity
£’000
Year ended 31 December 2024
Balance at 1 January 2024
2,205
41,431
3,652
(41,163)
6,125
Current year loss
-
-
-
(997)
(997)
Total comprehensive loss for the year
-
-
-
(997)
(997)
Shares issued – In lieu of fees
4
47
-
-
51
Share issue cost
-
(50)
-
-
(50)
Proceeds from shares issued
15
235
-
-
250
Share options granted
-
-
53
-
53
Warrant expired
-
-
(299)
299
-
Options expired
-
-
(57)
57
-
Equity component of new borrowings
-
192
-
192
Equity component of repaid borrowings
-
-
(202)
-
(202)
Balance at 31 December 2024
2,224
41,663
3,339
(41,804)
5,422
Share
Capital
£’000
Share
Premium
£’000
Other
Reserves1
£’000
Retained
Losses
£’000
Total
Equity
£’000
Year ended 31 December 2023
Balance at 1 January 2023
2,079
39,507
3,309
(33,339)
11,556
Current year loss
-
-
-
(7,693)
(7,693)
Total comprehensive loss for the year
-
-
-
(7,693)
(7,693)
Shares issued – In lieu of fees
24
558
-
-
582
Share issue cost
(72)
-
-
(72)
Proceeds from shares issued
102
1,448
-
-
1,550
Warrants issued
-
-
285
(285)
-
Warrants issued to broker on fundraise
-
(41)
41
-
-
Warrant expired
-
31
(31)
-
-
Equity component of new borrowings
-
-
202
-
202
Equity component of repaid borrowings
-
-
(154)
154
-
Balance at 31 December 2023
2,205
41,431
3,652
(41,163)
6,125
1 Other reserves are made up of the share-based payment, merger and convertible instrument reserves.
45
Consolidated and Company Balance Sheets
As at 31 December 2024
Consolidated
Company
2024
2023
2024
2023
Notes
£’000
£’000
£’000
£’000
ASSETS
Non-current assets
Investments
11
1,993
2,150
6,440
6,098
Exploration and evaluation assets
12
4,192
3,899
-
-
Total non-current assets
6,185
6,049
6,440
6,098
Current assets
Trade and other receivables
13
56
224
42
216
Cash and cash equivalents
88
560
85
556
144
784
127
772
Total current assets
144
784
127
772
TOTAL ASSETS
6,329
6,833
6,567
6,870
LIABILITIES
Current liabilities
Trade and other payables
14
614
332
529
219
Borrowings
15
616
526
616
526
Total current liabilities
1,230
858
1,145
745
NET ASSETS
5,099
5,975
5,422
6,125
EQUITY
Share capital
17
2,224
2,205
2,224
2,205
Share premium
17
41,663
41,431
41,663
41,431
Share-based payment reserve
18
1,173
1,476
1,173
1,476
Foreign exchange reserve
463
618
143
143
Merger reserve
1,831
1,831
1,831
1,831
Other reserves
15
192
202
192
202
Retained losses
(42,447)
(41,788)
(41,804)
(41,163)
5,099
5,975
5,422
6,125
TOTAL EQUITY
5,099
5,975
5,422
6,125
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 2024 of £997,000 (2023 loss: £7,693,000) has been
included in the consolidated income statement.
These financial statements were approved by the Board of Directors on 27 June 2025 and signed on its behalf by:
Mr Colin Bird
Executive Chairman
Company Registration No. 02918391
46
Consolidated and Company Statements of Cash Flows
For the year ended 31 December 2024
Consolidated
Company
Year
ended 31
December
2024
Year
ended 31
December
2023
Restated1
Year
ended 31
December
2024
Year
ended 31
December
2023
Restated1
Notes
£’000
£’000
£’000
£’000
Net cash outflow from operating activities
20
(555)
(427)
(313)
(334)
Cash flows from investing activities
Exploration expenditure
(372)
(361)
-
-
Loans to subsidiaries
-
-
(613)
(438)
Payments to acquire investments
-
-
-
(10)
(372)
(361)
(613)
(448)
Cash flows from financing activities
Proceeds from issuance of ordinary shares
21
455
1,292
455
1,292
Proceeds from borrowings
-
-
-
-
455
1,292
455
1,292
(Decrease) / increase in cash
(472)
504
(471)
510
Cash and cash equivalents at beginning of
year
560
57
556
47
Foreign exchange movement
-
(1)
-
(1)
Cash and cash equivalents at end of year
88
560
85
556
1 See Note 20 and 21 for an explanation of the restatement of the prior year cash flows
Notes to the financial statements (continued)
For the year ended 31 December 2024
47
General information
Bezant Resources Plc (the “Company”) is a company incorporated in England and Wales. The address of
its registered office and principal place of business is disclosed in the corporate directory. The Company is
quoted on the AIM Market (“AIM”) of the London Stock Exchange and has the TIDM code of BZT. Information
required by AIM Rule 26 is available in the section of the Group’s website with that heading at
www.bezantresources.com.
1.
Accounting policies
1.1
Accounting policies
The principal accounting policies applied in the preparation of these financial statements are set out
below. These policies have been consistently applied to all the years presented, unless otherwise
stated below.
Going concern basis of accounting
The Group made a loss from all operations for the year ended 31 December 2024 after tax of
£1,015,000 after a fair value adjustment loss of £157,000 (see note 11.1) (2023 – loss of £6,106,000
after an impairment provision of £4,774,000 and a fair value adjustment loss of £110,000). The Group
had negative cash flows from operations and is currently not generating revenues. Cash and cash
equivalents were £88,000 as at 31 December 2024. On 24 December 2024 the Company announced
a £560,000 fundraise which completed post the year end. On 27 February 2025 the Company
announced that the repayment date for the £700,000 drawdown under the Sanderson Capital Facility
Agreement had been extended to 31 July 2026. 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, and also
being able to sell Blackstone Mineral shares 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.
Notes to the financial statements (continued)
For the year ended 31 December 2024
48
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 2024, none of which have a material impact
on these financial statements.
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.
•
IAS 1 (Amendments) – Classification of Liabilities as Current or Non-current (effective
date 1 January 2027
•
IAS 7 and IFRS 7 (Amendments) – Supplier Finance Arrangements (effective date 1
January 2027)
•
IFRS 10 and IAS 28 (Amendments) – Sale or Contribution of Assets between an
Investor and its Associate or Joint Venture (effective date deferred indefinitely)
•
IFRS 18 – Presentation and Disclosure in Financial Statements (effective 1 January
2027)
•
IFRS 19 – Subsidiaries without Public Accountability: Disclosures (effective date 1
January 2027)
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.
Notes to the financial statements (continued)
For the year ended 31 December 2024
49
1.2
Significant accounting judgments, estimates and assumptions (continued)
Impairment of investments, options and deferred exploration expenditure:
The Group determines whether investments (including those acquired during the period), options
and deferred exploration expenditure are impaired when indicators, based on facts and
circumstances, suggest that the carrying amount may exceed its recoverable amount. Such
indicators include the point at which a determination is made as to whether or not commercial mining
reserves exist in the subsidiary or associate in which the investment is held or whether exploration
expenditure capitalised is recoverable by way of future exploitation or sale, obviously pending
completion of the exploration activities associated with any specific project in each segment.
Fair value of assets and liabilities acquired on acquisition of subsidiaries
The Group determines the fair value of assets and liabilities acquired on acquisition of subsidiaries
by reference to the carrying value at the date of acquisition and by reference to exploration activities
undertaken and/or information that the Directors become aware of post-acquisition (note 12).
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)
the change in terms of the Original Facility announced on 5 March 2024 being that the
repayment date was extended to 31 July 2025 and the conversion price was reduced to
0.08 pence per share (the “Modified Facility”) were in accordance with IFRS 9 substantially
different; and
ii)
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 5 March
2024 and a new equity Instrument comprising the Modified Facility was deemed to have been entered
into on 5 March 2024.
1.3
Interest income
Interest revenue is recognised on a time proportionate basis that takes into account the effective
yield on the financial asset.
1.4
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).
Notes to the financial statements (continued)
For the year ended 31 December 2024
50
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.
Notes to the financial statements (continued)
For the year ended 31 December 2024
51
1.5
Financial Instruments (continued)
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.
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.
Notes to the financial statements (continued)
For the year ended 31 December 2024
52
1.5
Financial Instruments (continued)
Financial liabilities are initially measured at fair value, and, where applicable, adjusted for
transaction costs unless the Group designated a financial liability at fair value through profit or loss.
Subsequently, financial liabilities are measured at amortised cost using the effective interest method
except for derivatives and financial liabilities designated at FVPL, which are carried subsequently at
fair value with gains or losses recognised in profit or loss (other than derivative financial instruments
that are designated and effective as hedging instruments).
All interest-related charges and, if applicable, changes in an instrument’s fair value that are reported
in profit or loss are included within finance costs or finance income.
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.
1.6
Cash and cash equivalents
Cash comprises cash at bank and in hand. Cash equivalents are short term, highly liquid investments
that are readily convertible to known amounts of cash and which are subject to an insignificant risk
of changes in value. For the purposes of the Cash Flow Statement, cash and cash equivalents
consist of cash and cash equivalents as defined above, net of outstanding bank overdrafts.
1.7
Trade and other receivables
Trade receivables are recognised and carried at original invoice amount less an allowance for any
expected credit loss amounts.
1.8
Foreign currency transactions, balances and inflation
(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)Financial reporting in Hyperinflationary economies
In accordance with IAS 29, the financial statements of entities operating in hyperinflationary
economies are restated to reflect the effects of inflation. The restatement is based on a general price
index (GPI) s that reflects changes in the general purchasing power of the currency. The economy
is considered hyper inflationary when cumulative inflation over three years approaches or exceeds
100%.
iii) 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.
Notes to the financial statements (continued)
For the year ended 31 December 2024
53
1.8
Foreign currency transactions and balances and inflation (continued)
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.
1.9
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.
1.10
Non-current assets held for sale
In accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations, a
subsidiary is classified as held for sale if its carrying amount will be recovered principally through a
sale transaction rather than through continuing use. This classification is made only when the sale is
highly probable, the subsidiary is available for immediate sale in its present condition, and
management is committed to a plan to sell the subsidiary within one year.
Upon classification as held for sale, the subsidiary’s assets and liabilities are presented separately
in the consolidated statement of financial position as “assets held for sale” and “liabilities associated
with assets held for sale.” The subsidiary is measured at the lower of its carrying amount and fair
value less costs to sell. Depreciation of non-current assets ceases at the date of classification.
If the subsidiary represents a major line of business or geographical area of operations, it is also
classified as a discontinued operation. The results of discontinued operations are presented
separately in the statement of profit or loss, net of tax.
The classification and measurement are reassessed at each reporting date until the sale is
completed.
1.11
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.
1.12
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
Notes to the financial statements (continued)
For the year ended 31 December 2024
54
1.13
Exploration, evaluation and development expenditure (continued)
recoverable reserves. Accumulated costs in relation to an abandoned area are written off in full in the
year in which the decision to abandon the area is made.
When production commences, the accumulated costs for the relevant area of interest are transferred
to development assets and amortised over the life of the area according to the rate of depletion of the
economically recoverable reserves. A regular review is undertaken of each area of interest to determine
the appropriateness of continuing to carry forward costs in relation to that area of interest.
Costs of site restoration are provided when an obligating event occurs from when exploration
commences and are included in the costs of that stage. Site restoration costs include the dismantling
and removal of mining plant, equipment and building structures, waste removal and rehabilitation of the
site in accordance with clauses of the mining permits. Such costs have been determined using
estimates of future costs, current legal requirements and technology on a discounted basis.
Any changes in the estimates for the costs are accounted for on a prospective basis. In determining
the costs of site restoration, there is uncertainty regarding the nature and extent of the restoration due
to community expectations and future legislation. Accordingly, the costs have been determined on the
basis that the restoration will be completed within one year of abandoning the site.
1.14
Investments
Investments in subsidiaries, joint ventures and associated companies are carried at cost less
accumulated impairment losses in the Company’s balance sheet. On disposal of investments in
subsidiaries, joint ventures and associated companies, the difference between disposal proceeds and
the carrying amounts of the investments are recognised in profit or loss.
2.
Segment reporting
For the purposes of segmental information, the operations of the Group are focused in geographical
segments, namely the UK, Namibia, and Botswana, which comprise one class of business: the
exploration, evaluation and development of mineral resources and Argentina which is discontinued
(see Note 10). The UK is used for the administration of the Group and assessing new projects and
includes equity investments in non-group companies. The Group’s loss before tax from continuing
operation arose from its operations in the UK, Namibia, and Botswana and the UK included £25K on
expenses in relation to assessing the PCB Project in Zambia which the Company is not now pursuing.
For the year ended 31 December 2024
Continuing operations
Discontinued
Total
UK
Botswana
Namibia
Argentina
£’000
£’000
£’000
£’000
£’000
Consolidated loss before tax
(925)
-
(3)
(87)
(1,015)
Included in the consolidated loss
before tax are the following
income/(expense) items:
Foreign currency loss
-
-
-
-
-
Total Assets
2,120
1,151
3,041
17
6,329
Total Liabilities
(1,144)
-
-
(86)
(1,230)
For the year ended 31 December 2023
Continuing operations
Discontinued
Total
UK
Botswana
Namibia
Argentina
l
£’000
£’000
£’000
£’000
£’000
Consolidated loss before tax
(1,025
)
2
(4)
(5,079)
(6,10
6)
Included in the consolidated
loss before tax are the following
income/(expense) items:
Foreign currency loss
(7)
-
-
-
(7)
Total Assets
2,923
1,109
2,790
11
6,833
Total Liabilities
(753)
-
-
(105)
(858)
Notes to the financial statements (continued)
For the year ended 31 December 2024
55
3.
Operating expenses
Year ended 31
December
2024
Year ended
31 December
2023
£’000
£’000
Other operating expenses
725
1,046
Share option expense
53
-
778
1,046
4.
Operating loss
Year ended
31 December
2024
Year ended
31 December
2023
The Group’s operating loss is stated after charging:
£’000
£’000
Parent Company auditor’s remuneration - audit services
49
47
Parent Company auditor’s remuneration - other services
3
5
Gain on settlement of borrowings
(28)
-
Operating lease - premises
15
15
Foreign exchange loss
1
8
5.
Impairment of assets
Year ended
31 December
2024
Year ended
31 December
2023
£’000
£’000
Provision for Impairment of Assets
-
4,774
-
4,774
Having assessed the current macroeconomic challenges faced by the Argentina economy and the
negative impact this has on investor sentiment and the intention to sell the Eureka Project the Board
decided in 2023 to take the prudent approach of making a full impairment provision against the value of
its consolidated Argentinian exploration and evaluation asset.
6.
Taxation
Year ended 31
December 2024
Year ended
31 December
2023
UK Corporation tax
£’000
£’000
- current year
-
-
Total current tax charge
-
-
Factors affecting the tax charge for the year:
(Loss) on ordinary activities before tax
(1,015)
(6,106)
(Loss) on ordinary activities multiplied by the
standard rate of UK corporation tax of 25% (2023: 23.5%)
(254)
(1,435)
Effects of:
Non-deductible expenses
-
-
Tax losses (unprovided deferred tax)
254
1,435
Total tax charge
-
-
Notes to the financial statements (continued)
For the year ended 31 December 2024
56
6.
Taxation (continued)
At 31 December 2024, the Group had unused losses carried forward of £14,015,000 (2023:
£13,000,000) 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 2024 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 £3,504,000 (2023: £3,250,000). 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 2024 of £1,015,000 (2023: £6,106,000 loss) of
which £928,000 (2023: £1,027,000 loss) was from Continuing Operations and £87,000
(2023: £5,079,000) was from Discontinued Operations. The basic loss per share was calculated
using a weighted average number of shares in issue of 11,673,535,096 (2023: 7,180,609,915).
The diluted loss per share has been calculated using a weighted average number of shares in issue
and to be issued of 16,877,332,702 (2023: 8,577,653,788). The diluted loss per share and the basic
loss per share for 2024 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
2024
Year ended
31 December
2023
£’000
£’000
The Directors’ emoluments of the Group are as follows:
Wages, salaries, fees and share options
180
159
Refer to page 18 for details of the remuneration of each director.
9.
Employee information
Year ended
31 December
2024
Year ended
31 December
2023
Average number of employees including directors and
consultants:
Management and technical
5
5
Year ended
31 December
2024
Year ended
31 December
2023
£’000
£’000
Salaries (excluding directors’ remuneration)
-
-
Notes to the financial statements (continued)
For the year ended 31 December 2024
57
10. Discontinued Operations
The Company’s Eureka Project comprises 12 licences 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, held by the group’s 100% owned Argentinian subsidiary Puna
Metals S.A. covering, in aggregate, an area in excess of approximately 5,500 hectares and accessible
via a series of gravel roads. In 2023 the Company made a provision against the carrying value of the
Eureka Project and in 2024 decided to sell the Eureka Project and on 21 May 2025 the Company
announced the completion of the share purchase agreement for the sale of Puna Metals S.A. which
holds the 12 licences comprising the Eureka Project located in the Republic of Argentina to Ajax
Resources Plc (“Ajax”) (LSE: AJAX) for US$170,000. Accordingly in these accounts the Eureka
Project which in addition to Puna Metals S.A. also included the group’s wholly owned Argentinian
subsidiary has been treated as a discontinued operation and the investment in these companies
held as a non-current asset held for sale.
Year ended 31
December
2024
Year ended 31
December
2023
£’000
£’000
Consolidated loss before tax
(87)
(5,079)
Total Assets
17
11
Total Liabilities
(86)
(105)
Cash flows
Operating activities
(120)
(291)
Investing activities
-
-
Financing activities
-
-
11.
Investments
Consolidated
Company
2024
2023
2024
2023
£’000
£’000
£’000
£’000
Investments under fair value through
profit and loss (note 11.1)
1,915
2,072
1,915
2,072
Debt instruments under fair value
through profit and loss (note 11.1)
78
78
78
78
Investment in subsidiaries (note 11.2)
-
-
1,915
2,780
Impairment Provision
-
-
-
(864)
Loan to subsidiaries
-
-
2,532
4,635
Provision for subsidiary loan
recoverability
-
-
-
(2,603)
1,993
2,150
6,440
6,098
11.1
Investments
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 had no management control over or right to appoint directors of IDM Mankayan which
is why the IDM Mankayan Investment was held as an equity investment under IFRS 9.
Notes to the financial statements (continued)
For the year ended 31 December 2024
58
11.1
Investments (continued)
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.
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 2024, the
fair value of the debt instrument was £78k and no unrealised gain/loss was recognised.
Consolidated
Company
2024
2023
2024
2023
£’000
£’000
£’000
£’000
Investments under fair value through
profit and loss
Unquoted investments 1 January 2024
2,072
2,182
2,072
2,182
(Decrease)/Increase in fair value during
year1
(157)
(110)
(157)
(110)
Unquoted investments at 31 December
2024
1,915
2,072
1,915
2,072
1 19,381,054 shares which at 31 December 2024 represented 21.71% of the issued shares of IDM International
valued at AUD$0.20 (£0.099) per share being the share subscription price at which at which third parties have
subscribed for shares in IDM International in 2024 which is a level 2 input under IFRS 9..
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
2024, the Group and Company had an unrealised loss of £157,000 (2023 – unrealised loss of
£110,000).
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 2024 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
Ireland
Holding Company
100%
Virgo Resources Limited
Minerva Corporate Level 8, 99 St
Georges Terrace, Perth, WA 6000,
Australia
Australia
Holding Company
100%
Notes to the financial statements (continued)
For the year ended 31 December 2024
59
11.2
Investments - subsidiary undertakings (continued)
Hope Copper Gold Investments Ltd
Tortola Pier Park, Building 1, Second
Floor, Wickhams Cay 1, Road Town,
Tortola, British Virgin Islands
BVI
Holding Company
100%
KPZ International Limited
Geneva Place, 2nd Floor, #333
Waterfront Drive, Road Town, Tortola,
British Virgin Islands
BVI
Holding Company
30%
Hope Namibia Copper Gold Holdings Ltd
Tortola Pier Park, Building 1, Second
Floor, Wickhams Cay 1, Road Town,
Tortola, British Virgin Islands
BVI
Holding Company
100%
Held indirectly
Anglo Tanzania Gold Limited
Quadrant House, 4 Thomas More
Square, London, E1W 1YW
England
Holding Company
100%
Eureka Mining & Exploration SA
Independencia 219, San Salvador
de Jujuy, Provincia de Jujuy,
Argentina 4600
Argentina
Gold and copper
exploration
100%
Puna Metals SA
Independencia 219, San Salvador
de Jujuy, Provincia de Jujuy,
Argentina 4600
Argentina
Gold and copper
exploration
100%
Hepburn Resources Pty Ltd
Minerva Corporate Level 8, 99 St
Georges Terrace, Perth, WA 6000,
Australia
Australia
Gold and copper
exploration
100%
Hope and Gorob Mining Pty Ltd
Unit 3, 2nd Floor, Ausspannn Plaza,
Dr Agostinho Neto Road,
Ausspannplatz, Windhoek, Namibia
Namibia
Gold and copper
exploration
70%
Hope Namibia Exploration Pty Ltd
Unit 3, 2nd Floor, Ausspannn Plaza,
Dr Agostinho Neto Road,
Ausspannplatz, Windhoek, Namibia
Namibia
Gold and copper
exploration
80%
Metrock Resources Pty Ltd
Minerva Corporate Level 8, 99 St
Georges Terrace, Perth, WA 6000,
Australia
Australia
Holding Company
100%
Coastal Resources Pty Ltd
Minerva Corporate Level 8, 99 St
Georges Terrace, Perth, WA 6000,
Australia
Australia
Gold and copper
exploration
100%
Coastal Minerals Proprietary Limited
Plot 102 ,Unit 13, Gaborone
International Commerce
Park, Gaborone, Botswana
Botswana
Gold and copper
exploration
100%
Cypress Sources Proprietary
Limited
Plot 102 ,Unit 13, Gaborone
International Commerce
Park, Gaborone, Botswana
Botswana
Gold and copper
exploration
100%
Notes to the financial statements (continued)
For the year ended 31 December 2024
60
11.2
Investments - subsidiary undertakings (continued)
Namibia NZLM Holdings Ltd
Tortola Pier Park, Building 1,
Second Floor, Wickhams Cay 1,
Road Town, Tortola, British Virgin
Islands
BVI
Holding Company
100%
Kalengwa Processing Zone Limited
Plot No. 2 Choma Avenue,
Parklands, Kitwe, Copperbelt
Province, Zambia
Zambia
Gold and copper
exploration
30%
12.
Exploration and evaluation assets
Consolidated
Company
2024
2023
2024
2023
£’000
£’000
£’000
£’000
Balance at beginning of year
3,899
8 398
-
3,129
Exploration expenditure
387
363
-
-
Effect of foreign currency
fluctuation
(94)
(88)
-
-
Impairment (note 5)
-
(4,774)
-
(3,129)
Carried forward at end of year
4,192
3,899
-
-
12.1
Exploration Assets
Argentina
The Eureka Project comprises 12 licences 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, held by Puna Metals S.A. covering, in aggregate, an area in excess of approximately
5,500 hectares and accessible via a series of gravel roads.
As indicated in Note 5 having assessed the current macroeconomic challenges faced by the Argentina
economy and the negative impact this had on investor sentiment and the intention to sell the Eureka
Project the Board in 2023 decided to take the prudent approach of making a full impairment against the
value of its consolidated Argentinian exploration and evaluation asset so there is no exploration asset
as at 31 December 0224 in relation to the Eureka Project.
Post the year end on 21 May 2025 the Company announced the completion of the share purchase
agreement for the sale of Puna Metals S.A. (“Puna”) which holds the 12 licences comprising the
Eureka Project located in the Republic of Argentina (“Eureka Project”) to Ajax Resources Plc (“Ajax”)
(LSE: AJAX) for US$170,000. The proceeds from this sale will be recognized in the accounts for the
year ended 31 December 2025.
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 EPL7170. The balance of the project is held
by local Namibian partners.
Notes to the financial statements (continued)
For the year ended 31 December 2024
61
12.1
Exploration Assets (continued)
Namibia (continued)
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
The Company submitted its Mining Licence application in August 2022 and received confirmation of
the granting of the Mining Licence in October 2024 with the issue by the Ministry of Mines & Energy of
a Letter of Preparedness confirming the issue of the Licence subject to the granting of an Environmental
Clearance Certificate (“ECC”) by the Ministry of Environment & Tourism and any other statutory
requirements. The ECC was subsequently granted in April 2025. The Company announced on 25
June 2025 the issue by the Ministry of Mines and Energy of the formal mining certificate for Mining
Licence ML 246 which is valid until 31 March 2040 to Hope and Gorob Mining (Pty) Ltd which is 70%
owned by Bezant.
During the intervening period between August 2022 and April 2025 and in anticipation of the activation
of the Licence, the Company undertook a range of studies aimed at facilitating a speedy transition
towards mine development. These studies included dry ore sorting, flotation and magnetic separation
metallurgical test work that successfully demonstrated that Hope & Gorob ore could be separated into
waste and mineralised material via dry ore sorting with the subsequent generation of a high quality final
copper - gold concentrate through conventional flotation processing. Studies also demonstrated the
benefits of magnetic separation to remove magnetite ahead of flotation.
Renewable power supply options were investigated with reputable third party providers consulted as
to the optimised route for the Project to adopt at the Hope & Gorob mine site. A preferred partner has
been identified that will provide renewable power using solar panels.
For the purposes of planning, a focus was placed on the first few years of production and in particular
the development of the Hope open pit and the subsequent development either of a pit extension
towards the JCI Shaft or a move towards underground development of a higher grade resource. The
work was undertaken by an independent external consultant with specific work streams focusing on
open pit and stope optimisation of the Hope Mineral Resource together with production scheduling and
pit design.
Hope pit design indicated potential for a 2.4Mt run of mine resource at a copper grade of 1.25% Cu
and a gold grade of 0.25g/t Au offering approximately 5 years life of mine for the first pit assuming a
production rate of 480,000 tonnes per annum. At an estimated operating cost of US$50.8 per tonne,
based on actual up to date costs provided by contractors and suppliers expected to contribute to Project
development and operation, it was demonstrated that one tonne of contained copper in concentrate
would cost US$5,020 per tonne to produce.
Notes to the financial statements (continued)
For the year ended 31 December 2024
62
12.1
Exploration Assets (continued)
Namibia (continued)
Stope optimisation of the extension to the initial Hope open pit indicated potential for an underground
resource of approximately 1Mt at a grade of 2.04% Cu and 0.48g/t Au. This offers a further 4-year life
of mine at an underground production rate of 220,000 tonnes per annum. Alternatively it was
demonstrated that this additional resource forming the extension to the Hope open pit could also be
mined from the open pit provided a much higher stripping ratio was accepted.
Further studies confirmed the presence of an additional 1.01Mt of open pittable ore at Gorob and
Vendome on the opposite flank of the deposit’s syncline. This potential additional feedstock has a grade
of 1.28% Cu.
Engineering design & costing work which has enabled the Company to move from a conceptual
design to a final flow sheet and development strategy for the future operation; Negotiations which
are ongoing 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.
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 excellent
advice from the local Namibian government representatives that should ensure that initiatives funded
by the Company will have a positive impact on the Community.
Exploration licences 5796, 6605 and 7170 were also extended by the Ministry of Mines and Energy
in 2024. Post the period end on 3 April 2025 the Company announced the award of an ECC for the
Hope and Gorob project mining licence 246 on EPL 5796.
Note: The grade and tonnage figures used in this note are based on the Hope & Gorob Updated
Mineral Resource Estimate which includes Indicated and Inferred Resources – refer to RNS dated
27 October 2023.
The Company has 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 and since
the year end has announced on 30 January 2025 a Hope & Gorob Mine Planning Update and on 3
April 2025 the award of an ECC for the Hope and Gorob project mining licence 246 on EPL 5796.
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 2024 was
£3,041,000 which included capitalised exploration expenditure during the period of £250,784 (2023
£194,175).
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 had historical trenching results that
yielded high grade manganese oxide ("MnO") in boulders. The project area is near the ground of a
TSX listed public company, Giyani Metals, which is aiming to become a low-carbon producer of high-
purity manganese sulphate monohydrate (HPMSM), a precursor material used by lithium-ion battery
manufacturers for the expanding electric vehicle (EV) market.. Mineralisation discovered at Kanye
occurs at the same stratigraphic level as at the main Giyani Metals K-Hill deposit.
By far the most prospective licence on acquisition was PL 129/2019 and the other licences were
acquired as they were available at no additional cost. During the period 4 of the original exploration
licences have not been renewed due to low prospectivity and that they were not considered as
necessary for the development of the Kanye Manganese Project. The Kanye Manganese Project
currently comprises two prospecting licenses, namely PL 129/2019, and PL 424/2018 (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 866.53 sq. km
Notes to the financial statements (continued)
For the year ended 31 December 2024
63
12.1
Exploration Assets (continued)
Botswana (continued)
and provide the holder with the right to prospect for Metals. Both licenses are currently in the renewal
process to extend their validity to end march 2027. PL 424/2018 is 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. Licence PL 129/2019 is held
by Coastal Minerals Pty Ltd which is 100% owned by Coastal Resources Pty Ltd. itself a 100% owned
subsidiary of Bezant Resources.
On 27 August 2024 the Company announced the positive outcome of geophysical surveying at PL
129/2019 which is the main licence at the Kanye manganese project in Botswana. The survey was
planned to assist in extending the potential footprint of the deposit discovered by earlier Bezant
Resources exploration. Highlights were that:
•
IP/resistivity geophysical surveying has traced near surface areas of high conductivity/low
resistivity which could reflect manganiferous mineralisation for about 900m to the NW of the
previously exposed manganese occurrence in the Moshaneng borrow pit, making 1.4km of
potential target strike extent in total.
•
The geophysical anomaly extends up to 300m width in places, double that in the area already
drill tested, and remains open further to the NW beyond the limit of the survey.
Previously 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.
Notes to the financial statements (continued)
For the year ended 31 December 2024
64
12.1 Exploration Assets (continued)
Botswana (continued)
•
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.
•
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 acquisition the company’s exploration activities and exploration activities have been
very much focussed on PL 129/2019 and 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 2024 was £1,151,000 which included capitalised exploration
expenditure during the period of £41,898 (2023 £80,118).
13.
Trade and other receivables
Consolidated
Company
2024
2024
2024
2023
£’000
£’000
£’000
£’000
Due within one year:
VAT recoverable
46
23
32
15
Other debtors
10
201
10
201
56
224
42
216
14.
Trade and other payables
Consolidated
Company
2024
2023
2024
2023
£’000
£’000
£’000
£’000
Trade creditors
382
238
304
133
Directors
108
16
108
16
Accruals
54
78
47
70
Placement funds received in advance
70
-
70
-
614
332
529
219
Notes to the financial statements (continued)
For the year ended 31 December 2024
65
15.
Borrowings
Consolidated
Company
2024
2023
2024
2023
£’000
£’000
£’000
£’000
Balance at beginning of year
526
623
526
623
Convertible loan repaid
(526)
-
(526)
-
Borrowings
700
-
700
-
Equity allocation
(192)
(202)
(192)
(272)
Transaction costs
-
(70)
-
-
Finance charge accrued
108
175
108
175
616
526
616
526
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”) (the “Modified Facility”) .
On 5 March 2024, the Company announced, it had by an agreement dated 4 March 2024 agreed
with the Lender to extend the repayment date for the Drawdowns to 31 July 2025 (the “Further
Revised Repayment Date”) and adjusted the conversion prices of Tranche 1 and Tranche 2 to 0.06
pence per share (the “Further Revised Conversion Price”). 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 “Further Modified Terms”) (the “Further Modified Facility”) .
The Company determined that the Further Modified Facility were in accordance with IFRS 9
substantially different from the terms of the Modified Facility and that therefore the equity instrument
comprising the Modified Facility was deemed to be repaid on 5 March 2024. There was a gain of
£28,000 on the settlement of borrowings (note 4).
Notes to the financial statements (continued)
For the year ended 31 December 2024
66
15. Borrowings (continued)
The Further 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:
Assets
Liabilities
2024
2023
2024
2023
£’000
£’000
£’000
£’000
US Dollars
3
1
-
6
AU Dollars
-
-
2
7
AR Pesos
-
11
77
105
NA Dollars
-
-
1
2
3
12
80
120
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 2023.
2024
2023
£’000
£’000
US Dollars
-
1
AU Dollars
-
1
AR Pesos
7
9
A 10 per cent weakening of the British Pound against the foreign currencies listed above at
31 December 2024 would have had the equal but opposite effect to the amounts shown above, on
the basis that all other variables remain constant.
Notes to the financial statements (continued)
For the year ended 31 December 2024
67
16
Financial instruments (continued)
(d) Financial risk management
The Directors recognise that this is an area in which they may need to develop specific policies should
the Group become exposed to wider financial risks as the business develops.
(e) Liquidity risk management
The Directors have regard to the maintenance of sufficient cash resources to fund the Group’s
immediate operating and exploration activities. Cash resources are managed in accordance with
planned expenditure forecasts.
(f) Capital risk management
The Directors recognise that the Group’s capital is its equity reserves. The Group’s current objective
is to manage its capital in a manner that ensures that the funds raised meet its operating and
exploration expenditure commitments. Currently, the Company does not seek any borrowings to
operate the Company and all future supplemental funding is raised through investors as and when
required in order to finance working capital requirements and potential new project opportunities, as
they may develop.
17.
Share capital
2024
2023
Number
£’000
£’000
Authorised
5,000,000,000 ordinary shares of 0.002p each
100
100
5,000,000,000 deferred shares of 0.198p each
9,900
9,900
10,000
10,000
Allotted ordinary shares, called up and fully paid
As at beginning of the year
227
101
Share subscription for cash
15
102
Shares issued to settle Directors’ and PDMR fees
-
10
Shares issued to settle finance cost
-
1
Shares issued to settle consultants’ fees
4
13
Total ordinary shares at end of year
246
227
Allotted deferred shares, called up and fully paid
As at beginning of the period
1,978
1,978
Total deferred shares at end of period (1)
1,978
1,978
Ordinary and deferred as at end of year
2,224
2,205
(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.
Notes to the financial statements (continued)
For the year ended 31 December 2024
68
17. Share Capital (continued)
Number of shares
2024
Number of shares
2023
Ordinary share capital is summarised below:
As at beginning of the year
11,380,918,869
5,081,399,113
Share subscription for cash (1)
714,285,714
5,075,000,000
Shares issued for exploration project acquisitions
-
15,763,889
Shares issued to settle Directors’ and PDMR fees
-
475,590,222
Shares issued to settle finance cost
-
87,500,000
Shares issued to settle consultants’ fees (2)
208,855,099
645,665,645
As at end of year
12,304,059,682
11,380,918,869
Notes re shares issued during the year
(1) (a) on 2 October 2024 the Company issued 714,285,714 shares to certain directors, investors and existing
shareholders for £250,000.
(2) (a) On 16 July 2024 the Company issued 158,222,188 shares to settle fees due to a consultant of £39,180.
(b) On 2 October 2024 the Company issued 50,632,911 shares to settle fees due to consultants of £12,000.
Deferred share capital is summarised below:
As at beginning of the year (1)
998,773,038
998,773,038
As at end of year
998,773,038
998,773,038
2024
2023
£’000
£’000
The share premium was as follows:
As at beginning of year
41,431
39,507
Share subscription for cash
235
1,448
Shares issued to settle consultants fees
47
218
Shares issued – Acquisitions
-
42
Shares issued – Finance cost
-
68
Shares issued to settle Directors’ and PDMR fees1
-
230
Share issue costs
(50)
(72)
Warrants expired during year
-
31
Warrants issued during year
-
(41)
As at end of year
41,663
41,431
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.
Notes to the financial statements (continued)
For the year ended 31 December 2024
69
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
Date
granted
Exercise
price
Maximum term
Vesting dates
35,000,000
23/08/2018
0.5p
Expire on 21/06/28
23 August 2018
25,000,000
23/08/2018
1.0p
Expire on 21/06/28
31 January 2019
110,000,000
06/11/2020
0.425p
Expire on 21/06/2028
Upon being granted
110,000,000
06/11/2020
0.565p
Expire on 21/06/2028
31 March 2021
223,750,000
15/03/2024
0.06p
Expire on 21/06/2028
15 March 2024
223,750,000
15/03/2024
0.08p
Expire on 21/06/2028
15 March 2024
727,500,000
Warrants
Number
Date
granted
Exercise
price
Maximum term
Vesting dates
70,000,000
01/07/2022
0.25p
Expire on 24/06/2025
Upon being granted
58,333,333
01/07/2022
0.30p
Expire on 24/06/2025
Upon being granted
69,375,000
437,500,000
26/04/2023
14/06/2023
0.04p
0.12p
Expire on 26/04/2025
Expire on 14/06/2025
Upon being granted
Upon being granted
151,600,000
18/12/2023
0.025p
Expire on 18/12/2026
Upon being granted
3,200,000,000
18/12/2023
0.06p
Expire on 18/12/2026
Upon being granted
500,000,000
02/10/2024
0.05p
Expire on 31/01/2025
Upon being granted
4,486,808,333
The number and weighted average exercise prices of the above options and warrants are as
follows:
31 December 2024
31 December 2023
Number
Weighted
average
exercise
price
Number
Weighted
average
exercise
price
Outstanding at beginning of year
4,810,146,795
0.123p
997,825,641
0.33p
Share options issued (1)
447,500,000
0.07p
-
-
Lapsed options
(31,800,000)
0.40p
-
-
Lapsed/exercised warrants
(511,538,462)
0.25p
(46,153,846)
0.13p
Warrants issued
500,000,000
0.05p
3,858,475,000
0.065p
Outstanding at end of year
5,214,308,333
0.15p
4,810,146,795
0.123p
(1) Share options issued to directors and management during the year have been valued using Black Scholes option pricing
model using a risk-free rate of 4.01% and a volatility rate of 92.19%.
19.
Reconciliation of movements in shareholders’ funds
Consolidated
Company
Year ended
31 December
2024
Year ended 31
December
2023
Year ended 31
December
2024
Year ended
31 December
2023
£’000
£’000
£’000
£’000
Total comprehensive loss for the year
(1,170)
(5,994)
(997)
(7,693)
Shares issued
251
2,060
251
2,060
Currency translation differences on
foreign currency operations
-
-
-
-
Equity component of new borrowings
(10)
202
(10)
202
Warrants exercised/expired
-
-
-
-
Share options issued
53
-
53
-
Opening shareholders’ funds
5,975
9,707
6,125
11,556
Closing shareholders’ funds
5,099
5,975
5,422
6,125
Notes to the financial statements (continued)
For the year ended 31 December 2024
70
20.
Reconciliation of operating loss to net cash outflow from operating activities
Consolidated
Company
Year ended 31
December
2024
Year ended
31 December
2023
Year ended 31
December 2024
Year ended
31 December
2023
£’000
£’000
£’000
£’000
Restated1
Restated1
Operating (loss) from all
operations
(778)
(1,222)
(646)
(986)
Share options
53
-
53
-
Shares issued –
Legal/finance fees
-
176
-
176
Shares issued – Directors’
and PDMR Fees
51
471
51
471
Foreign exchange gain
(61)
8
-
107
Share proceeds received
after year end
-
185
-
185
Effect of exchange
differences on translation
-
199
-
-
(Increase)/decrease in
receivables
(17)
(148)
(11)
(161)
(Decrease)Increase in
payables
197
(96)
240
(126)
Net cash outflow from
operating activities
(555)
(427)
(313)
(334)
1 Restated for share proceeds received after year end
21.
Proceeds from the issuance of ordinary shares
Consolidated
Company
Year
ended 31
December
2024
Year
ended 31
December
2023
Year
ended 31
December
2024
Year
ended 31
December
2023
£’000
£’000
£’000
£’000
Restated1
Restated1
Share capital and premium at end of year (note 17)
43,887
43,636
43,887
43,636
Shares issued to settle Directors’ and PDMR fees
-
(239)
-
(239)
Share issued on exploration project acquisition
-
(43)
-
(43)
Shares issued – Consultants fees
(51)
(231)
(51)
(231)
Warrants issued re fundraise in year
-
41
-
41
Warrants lapsed
-
(31)
-
(31)
Share Issue costs – current year
50
(70)
50
(70)
Share proceeds received after year end
-
(185)
-
(185)
Share proceeds from prior year share issue
185
-
185
-
Share Issue costs – prior year
(50)
-
(50)
-
Share proceeds received in advance
70
-
70
-
Share capital and premium at beginning of year
(43,636)
(41,586)
(43,636)
(41,586)
455
1,292
455
1,292
1 Restated for share proceeds received after year end
Notes to the financial statements (continued)
For the year ended 31 December 2024
71
22.
Related party transactions
(a) Parent entity
The parent entity within the Group is Bezant Resources Plc.
(b) Subsidiaries
Interests in subsidiaries are set out in note 11.
(c) Associates
Interests in associates are set out in note 11.
(d) Transactions with related parties
The following table provides details of remuneration and fees to related parties during the year and
outstanding balances at the year-end date:
31 December 2024
31 December 2023
Paid
in
the
year
Due at
year-end
date
Paid
in
the
year
Due at
year-end
date
£’000 (2)
£’000
£’000
£’000
Colin Bird (1)
15
50
106
4
Metallurgical Management Services Pty. Ltd (3)
6
11
24
1
R Siapno
11
5
9
3
R. Samtani
13
27
73
-
Silver Investments Ltd (4)
16
26
48
8
61
119
260
16
(2)Fees paid in 2023 includes £18,479 unpaid from 2023.
(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 £15,000 was paid during 2024 (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:
2024
2023
£’000
£’000
Less than one year
-
-
Between two and five years
-
-
-
-
Payments represent rentals payable by the Company for administration services and office
occupancy.
Notes to the financial statements (continued)
For the year ended 31 December 2024
72
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.
25
Inflation adjustment
Eureka Mining & Exploration SA and Puna Metals SA are Argentina subsidiaries of the Company and Argentina
has a hyperinflationary economy. Therefore the accounts of both these subsidiaries have been restated for
inflation using movements in the Consumer Price Index (CPI) published by Trading Economics which was 4830
at 1st January 2024, and 7690 on 31 December 2024.
2024
2023
£’000
£’000
Inflation loss - Eureka Mining & Exploration SA
7
14
Inflation loss- Puna Metals SA
49
-
56
14
26.
Subsequent events
On 24 December 2024 the Company announced a fundraising of £560,000 at 0.02 pence per
Ordinary Share ( the “Fundraising Price”) and the issue of shares to settle accrued fees of £194,616
at 0.03 pence per Ordinary Share (the “Accrued Fees Price”) (the “Fee Conversion”) . Both the
Fundraising and the Fee Conversion detailed below closed after the year end.
i) Fundraising: this raised £560,000 from directors, existing shareholders, and investors at the
Fundraising Price by the issue of 2,800,000,000 new Ordinary Shares (the “Fundraising Shares”).
The Fundraising includes £20,000 subscribed for by Colin Bird, Bezant’s Executive Chairman for
100,000,000 Fundraising Shares and £10,000 by Raju Samtani, Bezant’s Finance Director for
50,000,000 Fundraising Shares together representing 5.36% per cent. of the total Fundraising
amount; and
ii) Fee Conversion: The Fee Conversion was to assist the Company in conserving cash by
Company issuing 410,719,998 new Ordinary Shares to Directors and PDMRs at the Accrued Fees
Price ( which was a 50% premium to the Fundraising Price) to settle accrued fees due to them of
£123,216 (“Conversion Shares”) and by issuing 237,999,999 new Ordinary Shares to consultants
at the Accrued Fees Price to settle accrued fees due to them of £71,400 (“Consultant Shares”).
On 6 February 2025 the Company announced that IDM International Limited (“IDM”) through which
the Company holds its interest in the Mankayan Copper Gold project in the Philippines (“Mankayan
Project”) has announced a proposed merger with ASX listed Blackstone Minerals Ltd
(“Blackstone”)(“IDM Merger”) and that on 5 February 2025 Bezant converted its AUD137,500 IDM
Convertible Loan Note (plus accrued interest) and received 752,143 IDM shares and 343,750
options to acquire IDM shares at AUD0.40 expiring on 5 February 2029 (“IDM Loan Note
Conversion”). On 27 June 2025 the Company announced the IDM Merger has been completed.
IDM Shareholders received 7.4 Blackstone shares for every 1 (one) IDM share they held with
fractional entitlements rounded down and the Company has been issued 139,365,650 Blackstone
shares and 2,543,750 options to acquire Blackstone shares at AUD0.06 expiring on 1 November
2026 for its IDM shares and IDM options.
Notes to the financial statements (continued)
For the year ended 31 December 2024
73
26
Subsequent events (continued)
On 27 February 2025 the Company announced that by an agreement dated 26 February 2025 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 2026 and that the £700,000 drawn down is now convertible by the Lender
at the fixed price of 0.025 pence per share (the “New Conversion Price”). The Company and the
Lender also agreed that;
i) the expiry date of the 437,500,000 warrants exercisable at 0.12 pence and expiring on 14 June
2025 shall be extended by one year to 14 June 2026;
ii) the Company has an option to convert all or part of the £700,000 drawdown if the Company’s
share price exceeds 0.05 pence for 10 or more business days and
ii) the Company may at its sole election prepay the whole or part of the Loan on any day prior to
its maturity date upon giving not less than 20 days’ prior written notice to the Lender (“Prepayment
Notice”) and paying the Lender a cash premium equal to X where X = 25% multiplied by ((the
number of days from date of receipt of the Loan to the repayment date) divided by 360). The
Company may issue more than one Prepayment Notice. Once a Prepayment Notice has been
given the Lender cannot convert that portion of the Loan that the Prepayment Notice relates to.
On 19 May 2025 the Company announced the issuing 167,809,490 new Ordinary Shares to settle
a total of £44,940 of consultancy fees.
On 21 May 2025 the Company announced the completion of the share purchase agreement for
the sale of Puna Metals S.A. (“Puna”) which holds the 12 licences comprising the Eureka Project
located in the Republic of Argentina (“Eureka Project”) to Ajax Resources Plc (“Ajax”) (LSE: AJAX)
for US$170,000.
On 25 June 2025 the Company announced the issue by the Ministry of Mines and Energy of the
formal mining certificate for Mining Licence ML 246 which is valid until 31 March 2040 to Hope
and Gorob Mining (Pty) Ltd which is 70% owned by Bezant.
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.