Bezant Res Regulatory News (BZT)

15 Jun 2007 08:02

Tanzania Gold PLC15 June 2007 Not for release, publication or distribution in whole or in part in or into the United States, Canada, Australia, the Republic of South Africa or Japan 15 June 2007 Tanzania Gold Plc ("Tanzania Gold" or "the Company") Proposed Acquisition of Asean Copper Investments Limited ("Asean") Proposed offer for subscription of 6,666,667 new ordinary shares of 0.2p each ("Ordinary Shares") at a price of 75p per share to raise £5 million gross Change of name to "Bezant Resources plc" Notice of Annual General Meeting and Extraordinary General Meeting Highlights: • Contracts signed to acquire participation in a major porphyry copper and gold exploration licence in the Philippines for consideration of approximately £5.46 million. • Licence covering 534 hectares located in the Mankayan-Lepanto mining district 240km north of Manila. • More than 45,000 metres drilled in 48 holes. • Historic resource estimate of more than 166 million tonnes with 1.9 billion pounds of copper and 2.9 million ounces of gold. • Extensive historic data from drilling, assay results, geotechnical work and geological resource calculations available. • A two year drilling and exploration programme to begin to allow further definition of the resource. • Offer for subscription to raise approximately £5 million gross (approximately £4.77 million net of expenses (excluding the Fee Shares)) through the issue of, in aggregate, 6,666,667 new Ordinary Shares to institutional and other investors at a price of 75 pence per share. • Tanzania Gold to change its name to "Bezant Resources plc". Tanzania Gold, the AIM listed exploration and development company, is pleased toannounce that it has today signed contracts to acquire the entire issued sharecapital of Asean, a 40 per cent. shareholder in Crescent Mining and DevelopmentCorporation ("Crescent"), a Filipino company (the "Acquisition"). Asean alsoholds a conditional option, expiring in October 2009, to acquire the remaining60 per cent. of Crescent for minimal consideration. Completion of the Acquisition is conditional on the approval of the Offer forSubscription by the Company's shareholders and certain parties entering into ashareholders agreement in respect of Crescent. The total consideration payable in respect of the Acquisition is to be satisfiedthrough the issue of 5,454,545 new Ordinary Shares (the "Acquisition Shares")and payment of cash consideration of £500,000, valuing Asean at approximately£5.46 million (based on the closing middle market price of 91 pence per OrdinaryShare as derived from the AIM Appendix to the Daily Official List on thebusiness day immediately prior to the date of this announcement). The cash consideration is to be funded from the proceeds of a private offer forsubscription by the Company which is expected to raise approximately £5 milliongross (£4.77 million net of expenses (excluding the Fee Shares set out below))through the issue of, in aggregate, 6,666,667 new Ordinary Shares (the"Subscription Shares") to institutional and other investors at a price of 75pence per share (the "Offer for Subscription"). The balance of the net proceedsof the Offer for Subscription will be applied, inter alia, to provide additionalworking capital for the Company, fund the drilling and exploration programme inthe Philippines (including the analysis of the substantial historic data) andpotentially to fund further investment opportunities. The Offer for Subscriptionis conditional upon, inter alia, approval of the Company's shareholders for anincrease in the directors' authority to allot equity securities and thedisapplication of pre-emption rights. The Subscription Shares will represent approximately 17.94 per cent. of theenlarged share capital of the Company on completion of the Offer forSubscription, will be fully paid and will rank equally in all respects with theCompany's existing issued share capital. The Offer for Subscription has not beenunderwritten. Subscription Shares to the value of approximately £5,000 will besubscribed for by Clive Sinclair-Poulton, Chief Executive of the Company, at thesubscription price of 75p per share, and accordingly, on completion of the Offerfor Subscription, Mr Sinclair-Poulton will be interested, in aggregate, in2,231,101 Ordinary Shares, representing approximately 6.00 per cent. of theenlarged issued share capital of the Company. Crescent holds an MPSA covering a total of 534 hectares in the Guinaoang area ofthe Philippines (the "Guinaoang Project"). This is located in the Mankayan-Lepanto mining district, an area of established copper and gold mining. It isconsidered to be one of the major porphyry copper belts in the Philippines andis similar to several deposits that have already been developed such as the StoThomas deposit near Baguio City. The site is adjacent to the copper/gold mineowned and run by Lepanto Consolidated Mining Company. The Mankayan-Lepanto areahas been mined for centuries and is accessible by both road and air. The Guinaoang porphyry copper gold deposit (the "Mankayan Project") wasdiscovered in the early 1970's and since then has been extensively drilled withhistorically four programmes being completed covering more than 45,000 metres ofdrilling in 48 holes. Historic analysis of 33,000 metres of drilling revealed a substantial resourceestimate as set out below: Cut off Million tonnes Copper Gold Contained Copper Metals Gold% Copper % (grammes/tonne) pounds Ounces0.40 166.5 0.52 0.54 1.9 billion 2.9 million There were also indications of silver that the Company intends to investigate further. A two year drilling programme has been approved by the Filipino Government which the Company intends to commence after completion of the Offer for Subscription. This programme shall include: • Complete analysis on 12,000 metres of historical drilling and the provision of infill drilling, to improve the resource classification. • Drilling of approximately 11,000 metres on 10 holes. • Improvement ore body delineation. • Obtaining engineering and metallurgical data. Crescent has sole rights to the MPSA but it is possible that a third party has a40 per cent. economic interest in the Guinaoang Project undertaken historicallyon the Mankayan property, but with an obligation to fund pro rata or be diluted.Filipino legal opinion received advises that such interest is invalid andCrescent has historically disputed the third party's interest. The directorsunderstand that there has been no contact between Crescent and the third partyconcerned since 2005. In order to enable the Offer for Subscription and, as a consequence, theAcquisition to proceed the Company has today posted a circular to itsshareholders to convene an extraordinary general meeting ("EGM") to be held at11.10 a.m. (or as soon thereafter as the annual general meeting to be convenedfor 11.00 a.m. on the same date ("AGM") has been concluded or adjourned) onMonday 9 July 2007 at the offices of Joelson Wilson & Co, 30 Portland Place,London W1B 1LZ to, inter alia, seek shareholders' approval for an increase inthe directors' authority to allot equity securities and the disapplication ofpre-emption rights. Pursuant to Rule 20 of the AIM rules, a copy of the circularincluding a notice of the EGM and AGM will be available for inspection fromtoday at the offices of Joelson Wilson & Co at 30 Portland Place, London W1B1LZ during normal business hours on any weekday (other than Saturdays, Sundaysand public holidays). To reflect the changes to the Company's project portfolio as a result of theAcquisition, it is proposed that, conditional on completion of the Acquisition,the Company will change its name to Bezant Resources plc. Existing sharecertificates will remain valid following such change of name. In addition to the Acquisition Shares and Subscription Shares referred to above,the Company will, on completion of the Acquisition, issue in aggregate 516,666new Ordinary Shares (the "Fee Shares") to certain of its professional advisersin satisfaction of fees payable for services provided in relation to the Offerfor Subscription and previous corporate services. At a meeting of the Board on 14 June 2007, the Board approved theadoption of a share option plan (the "Share Option Plan"). Theprincipal terms of the Share Option Plan are as follows: (i) the Share Option Plan is not approved by Her Majesty's Revenue and Customs; (ii) options may be granted over a maximum of 10 per cent. of the issued share capital of the Company at the date of grant; (iii)the options will vest and become exercisable in three equal tranches, on the first, second and third anniversaries of the date of grant; and (iv) the options are subject to the following principal performance conditions, namely: a minimum increase in share price since the date of grant of 10 per cent. as at the first anniversary, 20 per cent. as at the second anniversary and 30 per cent. as at the third anniversary of grant. Shareholders are being asked to ratify the adoption of the Share Option Plan atthe EGM. Application will be made for the Acquisition Shares, Subscription Shares and FeeShares to be admitted to trading on AIM ("Admission"). If the resolutions to beproposed at the EGM are passed, it is expected that Admission will take placeand that dealings in such aforementioned shares will commence on 10 July 2007.The total number of Ordinary Shares in issue following completion of theAcquisition and Offer for Subscription will be 37,162,223. Clive Sinclair-Poulton, Chief Executive of Tanzania Gold, commented: "The Boardis very pleased to be able to announce this acquisition as we believe that theMankayan Project has the rare combination of having a wealth of historic dataand what we believe is the potential to be a world class asset. We shall seekto realise this potential. The Board believes that the Company's projectportfolio of Filipino and Tanzanian assets augurs well for the future." Geologist Bernard Olivier has reviewed and approved the technical informationcontained within this announcement in his capacity as a competent person, asrequired under the AIM Rules. Dr Olivier is a member of the AustralasianInstitute of Mining and Metallurgy. For further information, please contact: Clive Sinclair-Poulton, Chief Tanzania Gold Plc Tel: +353 (0) 85 739 2674Executive Gary Middleton St Swithins PR Tel: +44 (0) 20 7929 4391 Limited The directors of Tanzania Gold accept responsibility, individually andcollectively, for the information contained in this announcement. To the bestof the knowledge and belief of the Directors, who have taken all reasonable careto ensure that such is the case, the information contained in this announcementis in accordance with the facts and does not omit anything likely to effect theimport of such information. This announcement does not constitute, or form part of, an offer or aninvitation to purchase any securities. Strand Partners Limited, which is authorised and regulated in the United Kingdomby the Financial Services Authority, is acting for Tanzania Gold and for no oneelse in connection with the Acquisition, the Offer for Subscription andAdmission and will not be responsible to anyone other than Tanzania Gold forproviding the protections afforded to customers of Strand Partners Limited, orfor providing advice in relation to the Acquisition, the Offer for Subscriptionand Admission. This information is provided by RNS The company news service from the London Stock Exchange