Bezant Res Regulatory News (BZT)

30 June 2023

Bezant Resources Plc

("Bezant" or the "Company")

Final Results for period to 31 December 2022

Bezant Resources plc ("Bezant" or the "Company"), the exploration and resource development company with projects located in Namibia, Botswana, Argentina and an investment in a project in the Philippines reports its audited full year results for the year ended 31 December 2022.

The Annual Report and Financial Statements for the year ended 31 December 2022 are being sent to shareholders and will shortly be available on the Company's website https://www.bezantresources.com/

Please note that page references in the text below refer to the page numbers in the Annual Report and Financial Statements.

The audited financial information contained in this announcement does not constitute the Company's full financial statements for the year ended 31 December 2022, but is derived from those financial statements, approved by the board of directors. The auditors' report on the 2022 financial statements was unqualified and did not contain any statement under section 498(2) or (3) of the Companies Act 2006 but did as in 2021 contain a 'material uncertainty' paragraph relating to going concern. The full audited financial statements for the year ended 31 December 2022 will be delivered to the Registrar of Companies and filed at Companies House.

This announcement contains information which, prior to its disclosure, was inside information as stipulated under Regulation 11 of the Market Abuse (Amendment) (EU Exit) Regulations 2019/310 (as amended).

For further information, please contact:

or visit http://www.bezantresources.com 

Chairman's Statement

For the year ended 31 December 2022

Dear Shareholder,

The year under review, has been similar to the previous year, in that projects have advanced in a very uncertain global environment. The uncertainty has been both financial and geopolitical with Russia waging a war on Ukraine and concern amongst some of China doing the same to Taiwan. 

The Financial world has been very tumultuous with rising inflation across most developed countries with the emerging countries taking their consequence. The inflation was caused by massive disruption in supply lines post Covid, together with "payday" arising from the huge borrowings made by most countries. Hence, forecasters are predicting more interest rate hikes to lower inflation rates to around the 2-3% level.

My own view is that changes in work practices, strikes and social disorder have taken their toll on productivity and the world is busy normalising post Covid, experiencing considerable difficulties in so doing. Against this disruptive backdrop, stock markets have performed particularly well, but only at the large cap end of the market, whilst the smaller caps have suffered very badly, particularly natural resource stocks, with the UK, Australia and Toronto suffering in 2022 & 2023 under investments with secondary placements being difficult and IPOs very few.

Hope and Gorob Project in Namibia: We have a profound belief in the future need for copper and as such have employed all available resources to unwrap the potential of our Hope and Gorob Project in Namibia. Our efforts have been very successful, and we have delineated potential for an open pit within the Hope and Gorob area as well as undertaking a shallow drill programme at various points between Hope and Gorob to establish the presence of near surface ore. This campaign has been hugely successful, and we currently await the outcome of a revised mineral resource statement in July/August 2023 from Addison Mining Services.

Previous explorers at the Hope and Gorob project have largely ignored the gold contribution in their quest for copper, which has provided Bezant with a huge opportunity to revalue the project, encompassing the gold contribution. The current status is that both environmental and mining licences are in the application stage, and we await government response to our submissions. The project has significant exploration potential beyond Gorob into the Matchless copper belt, extending some 55km. 

Kanye Manganese Project in Botswana: The Kanye Project in Botswana has been drill tested and is showing significant promise in terms of tonnage, quality, and metallurgical characteristics. We are awaiting initial metallurgical test work results in July 2023 and will then plan our next phase of metallurgical work to test the optimisation of ore for processing as we move towards the objective of a small battery manganese operation. 

Eureka Project Argentina: We maintain our Eureka Project in good standing and post the year end we have had an updated Environmental Impact Assessment approved which provides for environmental monitoring and a drill program encompassing 9 drill holes of 200-300 metres each. The Company will engage an environmental consultant to conduct the environmental monitoring in 2H 2023 and we are seeking a joint venture partner for the exploration of the Eureka Project. In 2021 and into 2022 this was hampered by COVID restrictions in Argentina, but we have recently received expressions of interest in the project and our focus remains to joint venture or monetise this unique red bed copper occurrence.

Investment in Mankayan Project in Philippines: During the period under review, we subscribed to a convertible note in IDM International Limited the holding company for the Mankayan Project and our year end investment in IDM Mankayan Pty Ltd (see note 11.1 ) was fair value adjusted to £2.2m. At the time of writing we hold a 24.2% investment in IDM International Limited. We are looking for this investment to be monetised either by direct trade sale or flotation on an individual or combined project basis. IDM International Limited and Crescent Mining Development Corporation the licence holder are actively progressing the project, whilst pursuing the various avenues to secure and advance what is a very large project in a copper hungry world. 

As announced in October 2022 by mutual agreement our Cyprus joint venture with Caerus Minerals was terminated with a de minims effect on the income statement as detailed in note 12.1. It is always unfortunate when joint venture partners cannot agree on a way forward but we had various concerns which we could not resolve and therefore Bezant agreed to the termination of the Joint Venture Agreement and the original option agreement with Caerus as being the best course of action to protect the assets and resources of Bezant.

Outlook: During the period the copper price has been volatile but the consensus remains that there is an impending shortage of copper supplies. Recognising the above average copper project portfolio, we have been in several discussions regarding finance and resource collaboration for their advancement. At the time of writing, we are still in discussions and negotiations regarding portfolio advancement. 

I would like to thank my fellow directors and management for their untiring efforts to maintain and advance our projects to a point where our portfolio is well understood by the trade and therefore financeable going forward. 

Yours sincerely,

Mr Colin Bird

Executive Chairman

29 June 2023

Board of directors

For the year ended 31 December 2022

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 and Xtract Resources Plc.

Former directorships in the last 5 years

1 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 and Thos Begbie Holdings (Pty) Ltd.

Special responsibilities

Executive Chairman of the Board & Remuneration Committee and member of the Audit Committee.

Interests in shares and options

307,500,655 ordinary shares in the capital of the Company.

31,250,000 warrants which expired on 26 June 2022 which gave the right to subscribe for ordinary shares at a price of 0.16p per share.

15,625,000 warrants which expired on 14 September 2022 which gave the right to subscribe for ordinary shares at a price of 0.16p per share.

30,769,231 warrants expiring on 4 November 2024 which give the right to subscribe for ordinary shares at a price of 0.25p per share.

The following options over ordinary shares in the Company which all expire 21 June 2028

15,000,000 at an exercise price of 0.5 pence.

12,500,000 at an exercise price of 1 pence.

24,000,000 at an exercise price of 0.425 pence per share.

24,000,000 at an exercise price of 0.564 pence per share.

Dr. Evan Kirby (Non-Executive Director) (Appointed 4 December 2008)

Experience and Expertise

Dr Kirby, is a metallurgist with over 40 years of international involvement. He worked initially in South Africa for Impala Platinum, Rand Mines and then Rustenburg Platinum Mines. Then in 1992, he moved to Australia to work for Minproc Engineers and then Bechtel Corporation. After leaving Bechtel in 2002, he established his own consulting company to continue with his ongoing mining project involvement. Evan's personal "hands on" experience covers the financial, technical, engineering and environmental issues associated with a wide range of mining and processing projects.

Other current directorships

Technical director of Jubilee Metals Group PLC (Aim listed), Non-executive director of Europa Metals Ltd (listed on AIM and AltX of the JSE), and Director of private companies, Metallurgical Management Services Pty Ltd, and Kendrick Resources Plc

Former directorships in the last 5 years

Balama resources Pty Ltd, New Energy Minerals Limited (formerly Mustang Resources Limited and ASX listed).

Special responsibilities

Chairman of the Audit Committee and member of the Remuneration Committee.

Interests in shares and options

25,487,449 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 0.5 pence.

2,500,000 at an exercise price of 1 pence.

10,000,000 at an exercise price of 0.425 pence per share.

10,000,000 at an exercise price of 0.564 pence per share.

Mr Ronnie Siapno (Non-Executive Director) (Appointed 25 October 2007)

Experience and Expertise

Mr Siapno, graduated from the Saint Louis University in the Philippines in 1986 with a Bachelor of Science degree in Mining Engineering and is a lifetime member of the Philippine Society of Mining Engineers. Since graduation, he has held various consulting positions such as Mine Planning Engineer to Benguet Exploration Inc., Mine Production Engineer to Pacific Chrome International Inc., Exploration Engineer to both Portman Mining Philippines Inc. and Phoenix Resources Philippines Inc. and Geotechnical Engineer to Pacific Falkon Philippines Inc.

Other current directorships

President of Crescent Mining and Development Corporation and Director of Bezant Holdings Inc. Non-Executive President and Director of Cleangrean Solutions, Inc.

Former directorships in the last 5 years

Former director of Asean Copper Investment Ltd.

Special responsibilities

Member of the Remuneration Committee.

Interests in shares and options

1,333,334 fully paid ordinary shares in Bezant Resources Plc.

The following options over ordinary shares in in the Company which all expire 21 June 2028

7,500,000 at an exercise price of 0.5 pence per share.

5,000,000 at an exercise price of 1 pence per share.

5,000,000 at an exercise price of 0.425 pence per share.

5,000,000 at an exercise price of 0.564 pence per share.

Mr Raju Samtani (Finance Director) (appointed 26 October 2020)

Experience and Expertise

Mr. Samtani, is an Associate Chartered Management Accountant, and is Finance Director of the AIM-listed Tiger Royalties and Investments Plc and standard listed African Pioneer Plc. Mr. Samtani's previous experience includes his position as founder shareholder and Finance Director of Kiwara Plc which was acquired by First Quantum Minerals Ltd in January 2010. Earlier in his career he spent three years as Group Financial Controller at marketing services agency - WTS Group Limited, where he was appointed by the Virgin Group to oversee their investment in the WTS Group Ltd.

Other current directorships

Myning Ventures Ltd

Former directorships in the last 5 years

None

Special responsibilities

Mr. Samtani is the Company's Finance Director and member of the Audit Committee.

Interests in shares and options

118,611,078 fully paid ordinary shares in Bezant Resources Plc.

37,500,000 warrants which expired on 26 June 2022 which gave the right to subscribe for ordinary shares at a price of 0.16p per share.

The following options over ordinary shares in in the Company which all expire 21 June 2028

20,000,000 at an exercise price of 0.425 pence per share.

20,000,000 at an exercise price of 0.564 pence per share.

Mr Edward Slowey (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

Fulcrum Metals Ltd

Former directorships in the last 5 years

None

Special responsibilities

Mr. Slowey is the Company's Technical Director with oversight over the Company's projects.

Interests in shares and options

20,625,000 fully paid ordinary shares in Bezant Resources Plc.

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.

Strategic report

For the year ended 31 December 2022

Principal activity

The Company is registered in England and Wales, having been first incorporated on 13 April 1994 under the Companies Act 1985 with registered number 02918391 as a public company limited by shares, in the name of Yieldbid Public Limited Company. On 19 September 1994, the Company changed its name to Voss Net Plc, with a second change of name to that of Tanzania Gold Plc on 27 September 2006. On 9 July 2007, the Company adopted its current name of Bezant Resources Plc.

The Company was listed on AIM, a market operated by the London Stock Exchange, on 14 August 1995.

The principal activity of the Group is natural resource exploration, development and beneficiation.

Its FTSE Sector classification is that of Mining and FTSE Sub-sector that of Gold Mining.

Review of Business and future prospects

The Chairman's statement contains a review of 2022 and refers to the Company's focus on its copper and gold asset portfolio. During the coming year the Company intends to focus on its projects in Southern Africa where the Company has projects in Namibia and Botswana, and completing a joint venture transaction or exploring its Argentina project and its investment in the Philippines.

Principal risks and uncertainties facing the Company

The principal risks and uncertainties facing the Company are disclosed in the Directors' report on pages 14 to 24.

Performance of the Company

The Company is an exploration entity whose assets comprise early-stage projects that are not yet at the production stage. Currently, no revenue is generated from such projects. The key performance indicators for the Company are therefore linked to the achievement of project milestones and exploration activity as detailed in note 12.1 to increase overall enterprise value.

Directors' section 172 statement

The following disclosure describes how the Directors have had regard to the matters set out in section 172 and forms the Directors' statement required under section 414CZA of The Companies Act 2006. This new reporting requirement is made in accordance with the new corporate governance requirements identified in The Companies (Miscellaneous Reporting) Regulations 2018, which apply to company reporting on financial years starting on or after 1 January 2019.

The matters set out in section 172(1) (a) to (f) are that a Director must act in the way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole, and in doing so have regard (amongst other matters) to:

a. the likely consequences of any decision in the long term.

b. the interests of the Company's employees.

c. the need to foster the Company's business relationships with suppliers, customers and others;

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.

Section 2: Principal decisions by the board post year end

Principal decisions are defined as both those that have long-term strategic impact and are material to the Group, but also those that are significant to key stakeholder groups. In making the following principal decisions, the Board considered the outcome from its stakeholder engagement, the need to maintain a reputation for high standards of business conduct and the need to act fairly between the members of the Company. The Company makes regular announcements of decisions that strategically impact the Company with decisions during the year being reported in the Chairman's letter to shareholders (page 4) and Directors' report on page 14. Decisions post the year end are referred to in note 26 to the financial statements which is a summary of post balance sheet events.

On behalf of the Board

Mr Colin Bird

Executive Chairman

29 June 2023

Directors' report

For the year ended 31 December 2022

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 2022.

The principal activity, review of the business and future development disclosures are contained in the Chairman's Statement on pages 4 to 5 and the Strategic Report on page 10 to 13.

Results and dividends

The Group's results for the year are set out in the financial statements. The Directors do not propose recommending any distribution by way of dividend for the year ended 31 December 2022.

Directors

The following directors have held office during and subsequent to the reporting year:

Colin Bird

Ronnie Siapno

Evan Kirby

Raju Samtani

Edward Slowey

Directors' interests

The beneficial and non-beneficial interests of the current directors and related parties in the Company's shares were as follows:

Options awarded and warrants

On 23 August 2018, 87,500,000 options over ordinary shares of 0.002p each in the capital of the Company ("Ordinary Shares") were granted pursuant to the Executive Share Option Scheme approved at the Company's Annual General Meeting ("AGM") held on 22 June 2018 (the "Options"). Of the 87,500,000 Options, 75,000,000 were awarded to directors of the Company as detailed on the next page:

On 9 November 2020, 220,000,000 options over ordinary shares of 0.002p each in the capital of the Company ("Ordinary Shares") were granted pursuant to the Executive Share Option Scheme approved at the Company's Annual General Meeting ("AGM") held on 22 June 2018 (the "Options"). Of the 220,000,000 Options, 158,000,000 were awarded to directors of the Company as detailed below:

1 Colin Bird also had 31,250,000 warrants which expired on 26 June 2022 which gave the right to subscribe for ordinary shares at 0.16p per share which were issued to him on 26 June 2020 on the same terms as all other participants in the £350,000 Equity fundraising announced on 19 June 2020

2 Colin Bird also had 15,625,000 warrants which expired on 14 September 2022 which gave the right to subscribe for ordinary shares at a price of 0.16p per share which were issued to him on 14 September 2020 on the same terms as all other participants in the £625,000 Equity fundraising announced on 28 August 2020

3 Colin Bird also has 30,769,231 warrants expiring on 4 November 2024 which give the right to subscribe for ordinary shares at a price of 0.25p per share which were issued to him 6 January 2022 in lieu of outstanding fees.

4 Raju Samtani had 37,500,000 warrants which expired on 26 June 2022 which gave the right to subscribe for ordinary shares at a price of 0.16p per share which were issued to him on 26 June 2020 prior to his appointment as a director of the company, on the same terms as all other participants in the £350,000 Equity fundraising announced on 19 June 2020.

Report on directors' remuneration and service contracts

This report has been prepared in accordance with the requirements of Chapter 6 of Part 15 of the Companies Act 2006 and describes how the Board has applied the principles of good governance relating to Directors' remuneration set out in the QCA Corporate Governance Code.

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 2022 were £39,996, the other Directors are entitled to receive between £12,500 / £19,000 per annum as Directors' Fees along with relevant Consulting Fees as applicable, with the aggregate of Salary, Directors' Fees and Consulting Fees detailed in the Directors' Remuneration Summary Table on the next page and in note 22.

Each Director is also paid all reasonable expenses incurred wholly, necessarily and exclusively in the proper performance of his duties.

Pensions

The Group does not operate a pension scheme and has not paid any contributions to any pension scheme for Directors or employees.

Directors' remuneration

Remuneration of the Directors for the years ended 31 December 2022 and 2021 was as follows:

(1) Includes the issue on 6 January 2022 of 30,769,231 Warrants over ordinary shares exercisable at 0.25 pence per ordinary shares valid until 4 November 2024 as part settlement of outstanding fees of £ 80,000 which were valued at $17,969 using a Black and Scholes option pricing model using a risk-free rate of 0.25% and a volatility rate of 86.86%.

An amount of £15,000 was paid during 2022 (2021: £15,000) to Lion Mining Finance Limited, a company controlled by C. Bird, for administration services and use of an office.

Notes:

1.  Mr Bird and Mr Samtani's Directors' fees include NIC and UK payroll tax.

2.  In accordance with the requirements of IFRS 2 Share-based Payments, the estimated fair value for the share options granted in 2020 (£273,142) was calculated using a Black and Scholes option pricing model. None of the 2020 share options have been exercised as they are out of the money. In the event that the share options are not exercised or forfeited before expiry, the option cost will be credited to the Profit and Loss or if expired will be added back to retained earnings. Note 18 to the accounts provides information on Share-based payments.

Environment, Health, Safety and Social Responsibility Policy Statement

The Company adheres to the above Policy, whereby all operations are conducted in a manner that protects the environment, the health and safety of employees, third parties and the entire local communities in general.

The Company is currently principally involved in exploration projects, located within, Namibia, Botswana and Argentina and has an equity investment in a project in the Philippines.

The Company is in the process of renewing its Environmental Impact Assessment approvals in respect of its "Eureka Project" in Argentina.

During the year, current operations were closely managed in order to maintain our policy aims, with no matters of concern arising. There have been no convictions in relation to breaches of any applicable legislation recorded against the Group during the year.

Substantial & Significant Shareholdings

The Company has been notified, in accordance with DTR 5 of the FCA's Disclosure Guidance and Transparency Rules, or is aware, of the following interests in its ordinary shares as at 21 June 2023 of those shareholders with a 3% and above equity holding in the Company based on the Company having 7,637,973,036  ordinary shares in issue on 21 June 2023 ("21 June 2023 Shares in Issue").

On 4 November 2021 Christian Cordier submitted a TR-1 notification to the Company that he has an indirect interest in 313,906,504 ordinary shares in relation to the following shareholdings Tonehill Pty Ltd acting for the ("aft") The Tonehill Trust 80,705,492 shares, Coreks Super Pty Ltd aft Coreks Superannuation Fund 66,163,350 shares and Breamline Pty Ltd aft Breamline Ministries 167,037,662 shares. Mr Cordier's interest represented 6.455% at the date of issue of the TR-1 and 4.11% based on the 7,637,973,036 shares in issue on 21 June 2023.

On 15 June 2023 the Company announced that Sanderson Capital Partners Ltd had confirmed that they and associates would on 21 June 2023 be interested in 761,469,231 Shares which represents 9.97% based on the 7,637,973,036 shares in issue on 21 June 2023.

Political and charitable contributions

There were no political or charitable contributions made by the Group during the year ended 31 December 2022 (2021: nil).

Information to Shareholders - Website

The Company has its own website (www.bezantresources.com) for the purposes of improving information flow to shareholders, as well as to potential investors.

Statement of Directors' responsibilities

The Directors are responsible for preparing the financial statements in accordance with applicable laws and UK adopted International Accounting Standards. Company law requires the Directors to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the Group and of the Company and of the profit or loss of the Group for that year.

In preparing those financial statements, the Directors are required to:

- select suitable accounting policies and then apply them consistently;

- make judgements and estimates that are reasonable and prudent;

- state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

- prepare the financial statements on a going concern basis, unless it is inappropriate to presume that the Group will continue in business.

The Directors confirm that the financial statements comply with the above requirements.

The Directors are responsible for keeping adequate accounting records which at any time disclose with reasonable accuracy the financial position of the Company (and the Group) and enable them to ensure that the financial statements comply with the Companies Act 2006. The Directors are also responsible for safeguarding the assets of the Company (and the Group) and for taking steps for the prevention and detection of fraud and other irregularities.

In addition, they are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website.

Statement of disclosure to auditor

So far as all the Directors, at the time of approval of their report, are aware:

- there is no relevant audit information of which the Company's auditors are unaware, and

- the Directors have taken all steps that they ought to have taken as Directors in order to make themselves aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Auditors

UHY Hacker Young LLP have expressed their willingness to continue as the auditors of the Company, and in accordance with section 489 of the Companies Act 2006, a resolution to re-appoint them will be proposed at the Company's forthcoming Annual General Meeting.

Principal risks and uncertainties

The Group has identified the following risks to the ongoing success of the business and has taken various steps to mitigate these, the details of which in relation to its Continuing Operations are as follows: 

Risk of development, construction, mining operations and uninsured risks

The Group's ability to meet any production, timing and cost estimates for its properties cannot be assured. The Group does not currently have any mining operations.

The Group seeks to mitigate these risks in relation to exploration and mine planning activities by using the geological and mining expertise of Board members to oversee and plan exploration and mine planning activities and by engaging the services of reputable external geologists, mine engineering and other experts with appropriate skills and experience to provide exploration and mine planning services for the Group.

Furthermore, the business of mining is subject to a variety of risks such as actual production and costs varying from estimated future production, cash costs and capital costs; revisions to mine plans; risks and hazards associated with mining; natural phenomena; unexpected labour shortages or strikes; delays in permitting and licensing processes; and the timely completion of expansion projects, including land acquisitions required for the expansion of operations from time to time. Geological grade and product value estimations are based on independent resource calculations, studies and historical sales records.

Geological risk factors and adverse market conditions could cause actual results to materially deviate from estimated future production and revenue. Failure to achieve production or cost estimates or material increases in costs could have an adverse impact on the future business, cash flows, profitability, results of operations and financial condition. While steps, such as production and mining planning are in place to limit these risks, occurrences of such incidents do exist and should be noted.

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 profitability going forward of the Group's operations is significantly affected by changes in realisable copper-gold prices. The price of copper-gold can fluctuate widely and is affected by numerous factors beyond the Group's control, including demand, inflation and expectations with respect to the rate of inflation, the strength of the Pound Sterling and of other currencies, interest rates, global or regional political or financial events, and production and cost levels. The Group does not have any commodity price hedges in place as it is not mining and does not produce any copper and its investment in exploration projects are exposed to fluctuations in the prices of underlying commodities.

Economic, political, judicial, administrative, taxation or other regulatory factors

The Group's assets are located in Namibia, Botswana and Argentina and it has an equity investment in a project in the Philippines held via an Australian company and mineral exploration and mining activities may be affected to varying degrees by political stability and government regulations relating to the mining industry.

The Group is exposed to sovereignty risks relating to potential changes of local Governments and possible subsequent changes in jurisdiction concerning the maintenance or renewal of licences and the equity position permitted to be held in the Company's subsidiaries. Which the group seeks to mitigate by working with local advisors and / or partners familiar with the local regulatory environment. 

Loss of critical processes

The Group's future mining, processing, development and exploration activities depend on the continuous availability of the Group's operational infrastructure, in addition to reliable utilities and water supplies and access to roads.

Any failure or unavailability of operational infrastructure, for example, through equipment failure or disruption, could adversely affect future production output and/or impact exploration and development activities. The group would seek to mitigate this risk by ensuring that access to operational infrastructure is included in any pre mining feasibility studies.

Competition

The Group competes with numerous other companies and individuals, in the search for and acquisition of exploration and development rights on attractive mineral properties and also in relation to the future marketing and sale of precious metals. There is no assurance that the Group will continue to be able to compete successfully with its competitors in acquiring exploration and development rights on such properties and also in relation to the future marketing and sale of precious metals. 

Future funding requirements

As referred to in note 1.1 of these financial statements, the Group made a profit from all operations for the year ended 31 December 2022 after tax of £1,436,000 after a fair value adjustment (see note 11). Excluding the fair value adjustment the loss from all operations for the year ended 31 December 2022 after tax was £697,000 (2021 restated: £1,266,000), the Group had negative cash flows from operations and is currently not generating revenues. Cash and cash equivalents were £57,000 as at 31 December 2022. Post year ended on 12 April 2023 the Company announced a £750,000 fundraising from directors, existing shareholders and investors to facilitate copper gold mining operations, the issue of shares to Directors and PDMR at a premium to the share price to settle £174,961 of accrued fees ("Conversion Shares") and the settling of £101,250 of consultancy fees by the issue of shares to consultants ("Consultant Shares") to conserve the Company's working capital. An operating loss is expected in the year subsequent to the date of these accounts and even though further funding was raised during the year, the Company will need to raise funding to provide additional working capital to finance its ongoing activities. Management has successfully raised money in the past, but there is no guarantee that adequate funds will be available when needed in the future.

Dependence on key personnel

The success of the Group is, and will continue to be, to a significant extent, dependent on retaining the services of the directors and senior management and the loss of one or more could have a materially adverse effect on the Group. A Group-wide share incentive scheme has been implemented.

COVID-19 pandemic

The COVID-19 pandemic announced by the World Health Organisation in 2020 initially had a markedly negative impact on global stock markets although many sectors and stock market losses have been recovered there is increased volatility as stock markets react to ongoing news in relation to the short-term and long-term impact of COVID-19 and the financially implications of the economic stimulus packages adopted by most governments to protect and / or support their economies this has also, affected currencies and general business activity and supply chains.

The Company developed a work at home policy and adopted local procedures for exploration activities to address the health and wellbeing of its directors, consultants and contractors, and their families, from COVID-19.

Whilst in many countries, including the United Kingdom with universal vaccination programmes, COVID-19 appears to be under control the timing and extent of the impact and recovery from COVID-19 in other countries is still not certain as many countries particularly in the developing world have yet to fully implement successful vaccination programs accordingly COVID-19 remains an issue that requires ongoing monitoring in 2023.

Impact Of War in Ukraine

The Directors are aware of the war in Ukraine and related sanctions and there is no impact on the Company as it has no assets or business activities or suppliers with links in Ukraine or Russia and is not aware of any persons sanctioned in relation to the Ukraine conflict owning shares in the Company. An indirect impact of the conflict in Ukraine is the effect that the conflict and sanctions have had on energy and other prices as many countries are now experiencing inflation rates not experienced for several years and this may have an effect on the Company's costs. The Company seeks to mitigate this risk by obtaining quotes for and agreeing on material expenditure commitments in advance of engaging services so costs are known in advance but is not in a position to reduce inflation.

Going Concern

As disclosed in Note 1.1 to the accounts and the Corporate Governance Statement, based on the Board's assessment that the Company will be able to raise additional funds, as and when required, to meet its working capital and capital expenditure requirements, the Board have concluded that they have a reasonable expectation that the Group can continue in operational existence for the foreseeable future. For these reasons, the Group continues to adopt the going concern basis in preparing the annual report and financial statements.

Post Balance Sheet events

As disclosed in note 26 to the Accounts:

a) on 9 January 2023 the Company announced it had issued 7,926,024 shares to settle £6,000 of consultancy fees;

b) on 27 March 2023 the Company announced the completion of the sale of its 44 IDM Mankayan Pty Ltd shares for 19,381,054 fully paid ordinary shares if IDM International Ltd ("IDM International") and that an Independent Expert's Report by BDO Corporate Finance (WA) Pty Ltd dated 3 February 2023 included a valuation of an IDM International share on a diluted minority basis following IDM International's acquisition of IDM Mankayan and the following table shows these valuations and the corresponding valuation of the 19,381,054 IDM International shares issued to Bezant using an FX rate of A$1= GBP0.56 as at 28 February 2023.

c) On 12 April 2023 the Company announced a fundraising of £750,000 from directors, existing shareholders and investors to facilitate copper gold mining operation, the issue of shares to Directors and PDMR at a premium to the share price to settle £174,961 of accrued fees ("Conversion Shares") and the settling of £101,250 of consultancy fees by the issue of shares to consultants ("Consultant Shares") to conserve the Company's working capital;

d) On 5 May 2023 the Company announced the issue of 104,875,000 new Ordinary Shares (the "Professional Fee Shares") at 0.04 pence per share, which was the fundraising price for the fundraising which the Company announced on 12 April 2023. The Professional Fee Shares were issued to settle fees of £41,950;

e) On 15 June 2023, the Company announced, further to its announcements of 23 November 2021 and 30 June 2022 that it had by an agreement dated 14 June 2023 agreed with Sanderson Capital Partners Limited ("Sanderson Capital" or the "Lender") a long-term shareholder in the Company 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"). The £700,000 drawdown is now repayable by 23 December 2024 and convertible by the Lender at the fixed price of 0.08 pence per share (the "New Conversion Price"). No further amounts can be drawn down under the Facility. 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) issued 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 New Conversion Price was at a 113% premium to the closing price of 0.0375 pence per share on 14 June 2023 and a 100% premium to the placing price in relation to the Company's £750,000 fundraising announced on 12 April 2023. The Warrant Exercise Price is at a 220% premium to the closing price on 14 June 2023.

Relations with Shareholders

The Company plan to hold an Annual General Meeting in late July or August 2023 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

29 June 2023

Corporate Governance Statement

As an AIM-quoted company, Bezant Resources PLC ("Bezant" or the "Company") and its subsidiaries are required to apply a recognised corporate governance code and demonstrate how the Group complies with such corporate governance code and where it departs from it.

The Directors of the Company have formally taken the decision to apply the QCA Corporate Governance Code (the "QCA Code"). The Board recognises the principles of the QCA Code, which focus on the creation of medium to long-term value for shareholders without stifling the entrepreneurial spirit in which small to medium sized companies, such as Bezant, have been created. The Company is committed to providing annual updates on its compliance with the QCA Code further details of which are set out below.

The Board

The Board comprises (for the time being) five Directors of which three are executive and two are non-executives, reflecting a blend of different experience and backgrounds. The Board considers Dr. Evan Kirby and Ronnie Siapno to be independent non-executives in terms of the QCA guidelines 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 an when considered appropriate.

The Board is responsible for determining policy and business strategy, setting financial and other performance objectives and monitoring achievement. It meets throughout the year and all major decisions are taken by the full Board. The Chairman takes responsibility for the conduct of the Company and Board meetings and ensures that directors are properly briefed to enable full and constructive discussions to take place. The Group's day-to-day operations are managed by the Executive Director Colin Bird as assisted by the Group Company 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.

Details of the current Directors, biographical details are set out on pages 6 to 9 and their roles and background are set out on the Company's website at www.bezantresources.com

The role of the Chairman is to provide leadership of the Board and ensure its effectiveness on all aspects of its remit to maintain control of the Group. In addition, the Chairman is responsible for the implementation and practice of sound corporate governance.

Under the Company's Articles of Association, the appointment of all new Directors must be approved by shareholders in a general meeting. In addition, one third of Directors are required to retire and to submit themselves for re-election at each Annual General Meeting.

Application of the QCA Code

In the spirit of the QCA Code, it is the Board's task to ensure that the Group is managed for the long-term benefit of all shareholders and other stakeholders with effective and efficient decision-making. Corporate governance is an important part of that task, reducing risk and adding value to the Group. The Board will continue to monitor the governance framework of the Group as it grows.

Bezant is an exploration entity whose assets comprise early-stage projects that are not yet at the production stage. It currently has interests in two copper-gold projects, in Namibia and Argentina and has an equity investment in a copper - gold project in the Philippines an interest in a manganese project in Botswana. Currently, no revenue is generated from such projects. The Company seeks to promote long-term value creation for its shareholders by leveraging the technical knowledge and experience of its directors and senior management to develop and realise value from its projects. The key performance indicators for the Company are therefore linked to the achievement of project milestones and the increase in overall enterprise value which could be through a combination of the development of these projects by the Company or with joint venture or other partners and / or the sale of the projects.

All operations are conducted in a manner that protects the environment and the health and safety of employees, third parties and local communities in general. Bezant believes that a successful project is best achieved through maintaining close working relationships with local communities, such social ideology being at the forefront of all of Bezant's exploration initiatives via establishing and maintaining co-operative 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 Committees

The Board has established two committees comprising Non-Executive Directors and Executive Directors.

The composition of the committees is as follows:

The Audit Committee

The audit committee receives reports from management and the external auditors relating to the interim report and the annual report and financial statements, reviews reporting requirements and ensures that the maintenance of accounting systems and controls is effective.

The audit committee has unrestricted access to the Company's auditors. The audit committee also monitors the controls which are in force and any perceived gaps in the control environment.

The Board believes that the current size of the Group does not justify the establishment of an independent internal audit department.

The Audit Committee meets twice during the year to review the published financial information, the effectiveness of external audit and internal financial controls including the specific matters set out below.

Significant issues considered by the Audit Committee during the year have been the Principal Risks and Uncertainties and their effect on the financial statements. The Audit Committee tracked the Principal Risks and Uncertainties through the year and kept in contact with the Group's Management, External Service Providers and Advisers. The Audit Committee is satisfied that there has been appropriate focus and challenge on the high-risk areas.

UHY Hacker Young LLP, the current external auditors, have been in office since 2007 which was the last time a tender for the audit took place. The external auditors present their annual audit findings to the audit committee.

Remuneration Committee

The Remuneration Committee determines the scale and structure of the remuneration of the executive Directors and approves the granting of options to Directors and senior employees and the performance related conditions thereof. The Remuneration Committee also recommends to the Board a framework for rewarding senior management, including Executive Directors, bearing in mind the need to attract and retain individuals of the highest calibre and with the appropriate experience to make a significant contribution to the Group and ensures that the elements of the remuneration package are competitive and help in underpinning the performance-driven culture of the Group.

The Company does not currently have a separate Nominations Committee, with the entire Board involved in the identification and approval of Board members which the Board considers to be appropriate given the Company's size and nature, but it will continue to monitor the situation as it grows.

Internal control

The Board is responsible for establishing and maintaining the Group's system of internal control. Internal control systems manage rather than eliminate the risks to which the Group is exposed and such systems, by their nature, can provide reasonable but not absolute assurance against misstatement or loss. There is a continuous process for identifying, evaluating and managing the significant risks faced by the Group. The key procedures which the Directors have established with a view to providing effective internal control, are as follows:

¨ Identification and control of business risks

The Board identifies the major business risks faced by the Group and determines the appropriate course of action to manage those risks.

¨ Budgets and business plans

Each year the Board approves the business plan and annual budget. Performance is monitored and relevant action taken throughout the year through the regular reporting to the Board of changes to the business forecasts.

¨ Investment appraisal

Capital expenditure is controlled by budgetary process and authorisation levels. For expenditure beyond specified levels, detailed written proposals have to be submitted to the Board. Appropriate due diligence work is carried out if a business or asset is to be acquired.

¨ Annual review and assessment

In 2018, the Board conducted a detailed review and assessment of the effectiveness of the Group's strategy, a process that is maintained on an ongoing basis.

Relations with shareholders

The Board attaches considerable importance to the maintenance of good relationships with shareholders. Presentations by the Directors to institutional shareholders and City analysts was significantly reduced in 2020 and 2021 due to COVID-19 restrictions but the Company participated in various investor focussed podcasts and as COVID-19 restrictions have been lifted the Company will with the Company's advisers look at ways in which the Company can engage with shareholders.

Departures from the QCA Code:

In accordance with the requirements of the AIM Rules for Companies, Bezant departs from the QCA Code in the following ways:

Principle 7 - "Evaluate board performance based on clear and relevant objectives, seeking continuous improvement."

Bezant's board is extremely focussed on implementing the Company's strategy. Given the size and nature of Bezant, the Board does not consider it appropriate to have a formal performance evaluation procedure in place, as described and recommended in Principle 7 of the QCA Code. The Board will closely monitor the situation as the Group grows.

No Nominations Committee

The QCA Code states that there should be a nomination committee to deal with the appointment of both executive and non-executive Directors except in circumstances where the Board is small. The Directors consider the size of the current Board to be small and have not therefore established a separate nomination committee. The appointment of executive and non-executive Directors is currently a matter for the Board as a whole. This position will be reviewed should the number of directors increase.

Chair is also Chief Executive officer

The QCA Code states that the role of Chair and chief Executive Officer should be separate. Given the stage of the Company's early-stage exploration mining projects and the experience of the Chair Mr. Bird in managing such international exploration mining projects and his familiarity with the Company's projects the Company believes that it is appropriate for the roles of Chairman and Chief Executive Officer to be combined at this stage. The Company will keep this under review as the Company's projects develop with a view to splitting the roles when it is clear which projects will become the principal activities of the Company and can justify the need for and benefit from a separate CEO. The Company will therefore consider making further appropriate appointments to the Board as an when considered appropriate.

Going concern

The Group made a profit for the year ended 31 December 2022 of £1,436,000 after a fair value adjustment (see note 11) excluding the fair value adjustment the loss from all operations for the year ended 31 December 2022 after tax was £697,000 (2021 restated: £1,266,000), had negative cash flows from operations and is currently not generating revenues. Cash and cash equivalents were £57,000 as at 31 December 2022. Post year ended on 12 April 2023 the Company announced a £750,000 fundraising from directors, existing shareholders and investors to advance the Hope Copper-Gold Project in Namibia whilst the Company awaits the award of a mining licence ahead of facilitating copper gold mining operations, for the metallurgical test work on the Kanye manganese project in Botswana and for the Company's other projects as well as working capital. The Company also issued shares to Directors and PDMR at a premium to the share price to settle £174,961 of accrued fees ("Conversion Shares") and the settling of £101,250 of consultancy fees by the issue of shares to consultants ("Consultant Shares") to conserve the Company's working capital An operating loss is expected in the year subsequent to the date of these accounts and as a result the Company will need to raise funding to provide additional working capital to finance its ongoing activities. Management has successfully raised money in the past, but there is no guarantee that adequate funds will be available when needed in the future.

Based on the Board's assessment that the Company will be able to raise additional funds, as and when required, to meet its working capital and capital expenditure requirements, the Board have concluded that they have a reasonable expectation that the Group can continue in operational existence for the foreseeable future. For these reasons, the Group continues to adopt the going concern basis in preparing the annual report and financial statements.

There is a material uncertainty related to the conditions above that may cast significant doubt on the Group's ability to continue as a going concern and therefore the Group may be unable to realise its assets and discharge its liabilities in the normal course of business.

The financial report does not include any adjustments relating to the recoverability and classification of recorded asset amounts or liabilities that might be necessary should the entity not continue as a going concern.

Dr. Evan Kirby

Non-Executive Director

29 June 2023

INDEPENDENT AUDITOR'S REPORT

TO THE MEMBERS OF BEZANT RESOURCES PLC

Opinion

We have audited the financial statements of Bezant Resources Plc (the 'Company') and its subsidiaries (the 'Group') for the year ended 31 December 2022 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 2022 and of the Group's profit 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 £697k during the year ended 31 December 2022 and is still incurring operating losses. As discussed in note 1.1, post year-end the Group raised £750,000 to fund operations and settled accrued fees through the issue of shares to conserve cash flows. However, an operating loss is expected in the year subsequent to the date of these accounts and as a result the Company will need to raise funding to provide additional working capital to finance its ongoing activities. The financial statements do not include the adjustments (such as impairment of assets) that would result if the Group and Company were unable to continue as a going concern. These conditions, along with other matters discussed in the Principal Accounting Policies indicate the existence of a material uncertainty which may cast significant doubt about the Group's and Company's ability to continue as a going concern.

Our opinion is not modified in respect of this matter.

In auditing the financial statements, we have concluded that the director's use of going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the director's 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 12 months. Accordingly, the Group will require additional funding and/or a working capital reduction within twelve months from the date when the financial statements are authorised for issue.

Given the above factors, we consider going concern to be a significant audit risk area.

The directors' conclusion of the risks and circumstances described in the Going Concern section of the Principal Accounting Policies of the Group financial statements represent a material uncertainty over the ability of the Group and Company to continue as a going concern for a period of at least a year from the date of approval of the financial statements. However, clear and full disclosure of the facts and the directors' rationale for the use of the going concern basis of preparation, including that there is a related material uncertainty, is a key financial statement disclosure and so was the focus of our audit in this area. Auditing standards require that to be reported as a key audit matter.

How our audit addressed the key audit matter

Our audit procedures included:

· Assessing the transparency and the completeness and accuracy of the matters covered in the going concern disclosure by evaluating management's cash flow projections for the next 12 months and the underlying assumptions.

· We obtained cash flow forecasts, reviewed the methodology behind these, ensured arithmetically correct and challenged the assumptions.

· We performed a sensitivity analysis for an increase in costs to consider the impact of inflation and other unforeseen additional costs incurring.

· We discussed plans for the Group going forward with management, ensuring these had been incorporated into the budgeting and would not have an impact on the going concern status of the Group.

Key observations:

It is clear the group will need to raise funds in order to fund any further exploration costs. The Group has been able to raise funds in the past, however there is no guarantee that adequate funds will be available when needed in the future.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. 

Our approach to the audit

As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements. In particular, we looked at where the directors made subjective judgements, for example in respect of impairment reviews on exploration assets that involved making assumptions and considering future events that are inherently uncertain.

We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial statements as a whole, taking into account an understanding of the structure of the Company and the Group, their activities, the accounting processes and controls, and the industry in which they operate. Our planned audit testing was directed accordingly and was focused on areas where we assessed there to be the highest risk of material misstatement.

Our Group audit scope includes all of the group companies. At the Company level, we also tested the consolidation procedures. During the audit we reassessed and re-evaluated audit risks and tailored our approach accordingly.

The audit testing included substantive testing on significant transactions, balances and disclosures, the extent of which was based on various factors such as our overall assessment of the control environment, the effectiveness of controls and the management of specific risk.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant findings that we identified during the course of the audit.

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:

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.

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 19, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Group's and the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or Company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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.

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

29 June 2023

Consolidated Statement of Profit and Loss

For the year ended 31 December 2022

Consolidated Statement of Other Comprehensive Income

For the year ended 31 December 2022

Consolidated Statement of Changes in Equity

For the year ended 31 December 2022

1 Other reserves is made up of the share-based payment, foreign exchange and merger reserve.

2 Share premium on acquisitions during the year to 31 December 2020 have been reclassified to merger reserves during the previous year.

Company Statement of Changes in Equity

For the year ended 31 December 2022

1 Other reserves is made up of the share-based payment, foreign exchange and merger reserve.

2 Share premium on acquisitions during the year to 31 December 2020 have been reclassified to merger reserves during the previous year.

Consolidated and Company Balance Sheets

As at 31 December 2022

In accordance with the provisions of Section 408 of the Companies Act 2006, the Parent Company has not presented a separate income statement. A profit for the year ended 31 December 2022 of £1,737,000 (2021 loss: £1,211,000) has been included in the consolidated income statement.

These financial statements were approved by the Board of Directors on 29 June 2023 and signed on its behalf by:

Mr Colin Bird

Executive Chairman Company Registration No. 02918391

Consolidated and Company Statements of Cash Flows

For the year ended 31 December 2022

1. Accounting policies