Bezant Res Regulatory News (BZT)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES.

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, NEW ZEALAND, JAPAN, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY NEW COMMON SHARES OF BEZANT RESOURCES PLC IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF THE MARKET ABUSE REGULATION NO. 596/2014 ("MAR") AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR"). MARKET SOUNDINGS, AS DEFINED IN MAR, WERE TAKEN IN RESPECT OF THE PLACING WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF THIS INSIDE INFORMATION, AS PERMITTED BY MAR. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

12 April. 2023

Bezant Resources Plc

("Bezant" or the "Company")

£750K Fundraise including directors to

facilitate copper gold mining operation,

Issue of equity to Directors in lieu of fees at a

premium to placing & appointment of joint broker

Bezant (AIM: BZT), the copper-gold exploration and development company, is pleased to announce 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,

Fundraising: The Company has raised £750,000 before expenses (the "Fundraising") at 0.04 pence per Ordinary Share (the "Fundraising Price") for the issue of 1,875,000,000 new Ordinary Shares (the "Fundraising Shares") conditional upon admission of the Fundraising Shares to trading on AIM ("Admission"). The Fundraising comprises a placing of 1,375,000,000 new Ordinary Shares (the "Placing Shares") for £550,000 at the Fundraising Price (the "Placing"), via Shard Capital Partners LLP, and share subscriptions for 500,000,000 new Ordinary Shares at the Fundraising Price to raise £200,000 (the "Share Subscriptions"). The Fundraising includes £25,000 by Colin Bird, Bezant's Executive Chairman for 62,500,000 Fundraising Shares and £15,000 by Raju Samtani, Bezant's Finance Director for 37,500,000 Fundraising Shares together representing 5.33 per cent. of the total Fundraising amount.

Use of Proceeds: The net proceeds from the Fundraising are planned to be used in relation to the following project activities;

i) on the Hope Copper-Gold project in Namibia whilst we await the issue of a mining licence

a) technical and other studies targeting a 8,000 tonnes p.a. open pit copper / gold mining operation in 2024 & obtaining non-equity financing for the mining operation;

b) a reconnaissance drilling programme to prove the concept on a large new target 56 km from the Hope project identified by the Company's airborne survey and prior exploration to establish the target's potential for an independent operation; and

c) planning drilling to target an increase in the existing 10Mt Mineral Resource

ii) on the Kanye manganese project in Botswana with the main focus on metallurgical test work, preliminary in-house Mineral Resource estimation and to plan for follow-up drilling;

iii) on the Mankayan Copper-Gold project in the Philippines to support the Company's 26.26% interest in the project;

iv) on the Eureka project in Argentina to maintain licence holding costs and to continue dialogue with third parties interested in acquiring or earning into the project

and also on corporate overheads and to provide working capital for the Group.

Colin Bird, Executive Chairman of Bezant, commented:

"The focus for the use of the Fundraising proceeds, whilst we await the issue of a mining licence at the Hope and Gorob project, are i) technical studies and negotiations with contractors, and the obtaining of non-equity financing with a view to commencing operation in 2024 at a 8,000 tonnes p.a. copper/ gold mine and ii) to undertake reconnaissance exploration at a separate clearly defined anomaly identified by the Company's airborne survey and previous exploration to establish its potential as an independent operation. At the Kayne manganese project in Botswana the focus will be metallurgical test work and in-house Mineral Resource estimation and planning follow up drilling. We look forward to updating shareholders on these activities."

Director & other PDMR Conversion Shares: The Company has agreed to settle £174,960 of outstanding remuneration due to its directors, another PDMR and their related parties (the "Outstanding Fees") at 0.08 pence per new ordinary shares ("Director's Conversion Price") _to conserve the Company's cash by the issue of 218,700,942 new ordinary shares (the "Conversion Shares") (the "Fee Conversion). The Director's Conversion Price represents a premium of 19 per cent. to the closing middle market price of an Ordinary Share of .0675 pence on 11 April 2023, being the latest practicable date prior to this announcement.  As shown in the table below £128,406 of the Outstanding Fees is owed to directors of the Company (or their service companies) and related parties and £46,554 is owed to Quantum Capital & Consulting Limited, a personal service company of Michael Allardice who is a person discharging managerial responsibilities on behalf of the Company. 

Consultant Shares: Consultant Shares will comprise 246,808,068 new Ordinary Shares will be issued to settle £101,250 of fees due to consultants. Of the Consultant Shares to be issued 238,125,000 new Ordinary shares will be issued at the Fundraising Price to settle £95,250 of fees and 8,683,068 new Ordinary shares will be issued at 0.691 pence per share, which is the 3 month VWAP of the Bezant share price for the three months to 9 March 2023, to settle consultancy fees of £6,000 due in relation to the three months to 9 March 2023.

Joint Broker: The Company is pleased to announce the appointment of Shard Capital Partners LLP as a joint broker with immediate effect.

Further Details on the Fundraising: Pursuant to the Fundraising, in aggregate, 1,875,000,000 Fundraising Shares will be issued at the Fundraising Price to certain Directors, existing shareholders and new investors conditional upon Admission. The Fundraising Price represents a discount of 41 per cent. to the closing middle market price of an Ordinary Share of 0.0675 pence on 11 April 2023, being the latest practicable date prior to this announcement. The Company is also issuing a warrant to Shard to subscribe for 69,375,000 new Ordinary Shares exercisable at the Fundraising Price for a period of two years from Admission ("Broker Warrants").

The Fundraising Shares represent, in aggregate, approximately 25.2 per cent. of the Company's enlarged issued share capital (as enlarged by the issue of the Fundraising Shares and the Fee Conversion Shares). The Fundraising Shares will be fully paid and rank pari passu in all respects with the Company's existing Ordinary Shares.

Related Party Transaction - Fundraising as Colin Bird and Raju Samtani are directors of the Company and in light of the size of their participation in the Fundraising is being treated as a related party transaction pursuant to Rule 13 of the AIM Rules for Companies. Accordingly, the independent directors, being Ronnie Siapno, Dr. Evan Kirby and Ed Slowey, having consulted with the Company's Nominated Adviser, Beaumont Cornish Limited, consider Colin Bird and Raju Samtani's participation in the Fundraising to be fair and reasonable insofar as the Company's shareholders are concerned.

Related Party Transaction - Conversion Shares As Messrs. Bird, Samtani, and Slowey and Dr. Kirby are directors of the Company the issue of Fee Conversion Shares to them is being treated as a related party transaction pursuant to Rule 13 of the AIM Rules for Companies. Accordingly, the independent director, being Mr. Ronnie Siapno, having consulted with the Company's Nominated Adviser, Beaumont Cornish Limited, consider the issue of Conversion Shares to Messrs. Bird, Samtani, and Slowey and Dr. Kirby to be fair and reasonable insofar as the Company's shareholders are concerned.

Director's update shareholdings: The table below shows the current shareholdings of Directors and their related parties and their shareholdings after the issue of the Fundraising Shares, Conversion Shares and Consultant Shares

Application to trading on AIM: The Fundraising is conditional on Admission. Application will be made to the London Stock Exchange for the 1,875,000,000 Fundraising Shares, 218,700,942 Conversion Shares and 246,808,068 Consultant Shares (the "New Shares") to be admitted to trading on AIM. It is expected that Admission will become effective and that dealings in the Placing Shares will commence at 8.00 a.m. on 26 April 2023.

Total Voting Rights after Fundraising: Following the issue of the New Shares the Company's total issued share capital will consist of 7,429,834,147 Ordinary Shares with voting rights. The Company does not hold any Ordinary Shares in treasury and accordingly there are no voting rights in respect of any treasury shares. 

On Admission, the abovementioned figure of 7,429,834,147 Ordinary Shares may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, Bezant under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.

Further AIM Disclosures

On 6 April 2023 Sanderson Capital Partners Ltd were interested in 236,469,231 Shares. Sanderson Capital Partners Ltd are investing £175,000 in the Fundraising and after the issue of the New Shares will be interested in 673,969,231 Shares representing 9.07% of the Company's enlarged issued share capital on Admission of the New Shares.

For further information, please contact:

or visit http://www.bezantresources.com

Disclaimer

Beaumont Cornish Limited ("Beaumont Cornish"), which is authorised and regulated in the United Kingdom by the FCA, is acting as Nominated Adviser ("Nomad") to the Company in connection with the matters contained in this announcement, and will not be acting for any other person or otherwise be responsible to any person for providing the protections afforded to clients of Beaumont Cornish or for advising any other person in respect of the matters set out in this announcement or any transaction, matter or arrangement referred to in this announcement. Beaumont Cornish's responsibilities as the Company's Nomad are owed solely to London Stock Exchange and are not owed to the Company or to any Director or to any other person in respect of his or her decision to acquire any shares in the Company. Furthermore, Beaumont Cornish has not approved or authorised the release of this announcement in whole or in part, directly or indirectly into The United States, Canada, Australia, Japan or The Republic of South Africa or any other jurisdiction in which such release, publication or distribution would be unlawful.