Last checked at 30 Sep 2021 07:00
30 September 2021
Bezant Resources Plc
("Bezant" or the "Company")
Interim Results for the Six Months Ended 30 June 2021
Bezant (AIM: BZT), the copper-gold exploration and development company, announces its unaudited interim results for the six months ended 30 June 2021.
Chairman's Statement
Dear Shareholder,
The first half of 2021 has been one of consolidation and a further acquisition for Bezant in Southern Africa where we now have projects in Zambia, Namibia and Botswana.
Financial highlights:
· £486K loss after tax (2020: £261K)
· Approximately £407K cash at bank at the period end (31 December 2020: £1,128K).
Operational and corporate events in six months to 30 June 2021:
Copper and Gold Strategy: The period under review has been very active in our mission to drive the company towards copper and gold, with a view to establish new positions, consolidating current positions and monetarising legacy positions.
Battery Metals Opportunity: In early February using our connections in Southern Africa we acquired several licences for manganese in the Kanye area of southern Botswana. High grade manganese is forecasted to play a significant role in the storage battery space. Whilst manganese is in relatively good supply, the availability of high-grade manganese gives the Kanye Project a decisive edge against other manganese projects. This project provides an opportunity in the battery metal and storage new age metal arena in a part of the world we know well.
Kalengwa Project in Zambia: During the period we drill tested and geophysically tested several targets in the Zambian Kalengwa copper licence area. The results in general were encouraging and we have discovered an anomaly, which appears to have geological signature similar to the high-grade open pit worked in the 1970s.
Hope Copper Gold Project In Namibia: We continued with our efforts to further understand the open Gorob deposit and the Matchless Copper Belt. We had in the latter part of 2020 drilled the Gorob mine to test our theory that gold was present, when previously it was unreported. We were pleased to report, that gold was discovered, complementary to high grade copper, thus destroying the myth that only the Hope area had gold values. We reported in June that we had completed our helicopter-bourne survey of the Matchless Copper Belt, which is over 130 km long and had identified up to 8 potential drill targets based on the initial review. Particularly encouraging is a cluster of anomalies nearby open Gorob-Vendome projects, which provides encouragement for resource expansion. As announced on 29 September 2021 we intend to drill test these anomalies during the last quarter of 2021.
Mankayan Project in the Philippines: On the 28th of April 2021 we announced that we had terminated our transaction agreement with MMIH for continuing exploration and potential development of the Mankayan copper/gold project in the Philippines. Post balance sheet on 13 September 2021 we announced that we have entered into a conditional agreement with IDM Mankayan Pty Ltd (IDM) Australia to take the Mankayan project forward. The new company is likely to be listed on the Australian Stock Exchange and we believe that this monetarising event will potentially add value to our project, since we are working with a competent group well experienced in the region.
Other prospects and outlook:
Caerus copper gold projects in Cyprus: Post balance sheet on 2 August 2021 we entered into an agreement with Caerus Mineral Resources Plc ("Caerus") for exploration and possible development of a number of copper/gold licences in Cyprus. We recently attended a review meeting in Cyprus with Caerus and have selected the initial targets for an exploration programme, which has already commenced. We are extremely excited about the potential of this joint venture and currently are establishing all the structural components for the proposed joint venture to proceed on the chosen projects and potential other projects.
Market Outlook: During the period the copper price has been volatile, but generally very positive and the consensus for the short term is that copper prices will gain momentum in 2022 and beyond. We firmly believe that our copper initiatives are timeous, well located and have the propensity for serious shareholder value enhancement.
Eureka Project in Argentina: We maintain our Eureka Project in good standing, but COVID-19 restrictions have delayed previous plans to attempt to work the project either alone or in collaboration or joint venture has a route to monetarising the project. The effects of COVID-19 have not affected any of the other of our operations and we remain optimistic that this will remain to be the case.
We look forward to adding value to all of projects during the second half and will keep shareholders fully advised of our progress in this exciting new age metal arena.
Colin Bird
Executive Chairman
30 September 2021
For further information, please contact:
Bezant Resources plc Colin Bird Executive Chairman
Beaumont Cornish (Nominated Adviser) Roland Cornish
Novum Securities Limited (Broker) Jon Belliss
or visit http://www.bezantresources.com
|
+44 (0) 20 3416 3695
+44 (0) 20 7628 3396
Tel: +44 (0) 20 7399 9400
|
The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014.
Group Statement of Profit and Loss
For the six months ended 30 June 2021
| Notes | Unaudited Six months ended 30 June 2021 £'000 | Unaudited Six months ended 30 June 2020 £'000 |
|
|
|
|
CONTINUING OPERATIONS |
|
|
|
|
|
|
|
Group revenue |
| - | - |
Cost of sales |
| - | - |
|
|
|
|
Gross profit |
| - | - |
|
|
|
|
Operating expenses |
| (350) | (261) |
Share based payments | 4.1 | (160) | - |
Group operating loss |
| (510) | (261) |
|
|
|
|
Interest income |
| - | - |
|
|
|
|
Loss before taxation |
| (510) | (261) |
Taxation |
| - | - |
|
|
|
|
Loss for the period |
| (510) | (261) |
Loss per share (pence) |
|
|
|
Basic and diluted from continuing operations | 4.2 | (0.02) | (0.02) |
Group Statement of Other Comprehensive Income
For the six months ended 30 June 2021
|
| Unaudited Six months ended 30 June 2021 £'000 | Unaudited Six months ended 30 June 2020 £'000 |
Other comprehensive income: |
|
|
|
Loss for the period |
| (510) | (261) |
Items that may be reclassified to profit or loss: |
|
|
|
Foreign currency reserve movement |
| (1) | 1 |
Total comprehensive loss for the period |
| (511) | (260) |
Group Statement of Changes in Equity
For the six months ended 30 June 2021
| Share Capital £'000 | Share Premium £'000 | Other Reserves1 £'000 | Retained Losses £'000 | Non-Controlling interest | Total Equity £'000 |
Unaudited - six months ended 30 June 2021 |
|
|
|
|
|
|
Balance at 1 January 2021 | 2,049 | 39,125 | 1,523 | (35,674) | (12) | 7,011 |
Current period loss | - | - | - | (510) | - | (510) |
Foreign currency reserve | - | - | (1) | - | - | (1) |
|
|
|
|
|
|
|
Total comprehensive loss for the period | - | - | (1) | (510) |
- | (511) |
Proceeds from shares issued | - | - | - | - | - | - |
Shares issued - Acquisitions | 5 | 755 | - | - | - | 760 |
Warrants exercised | 2 | 145 | (51) | 51 | - | 147 |
Share options granted | - | - | 217 | - | - | 217 |
Balance at 30 June 2021 | 2,056 | 40,025 | 1,688 | (36,133) |
(12) | 7,624 |
Unaudited - six months ended 30 June 2020 |
|
|
|
|
|
|
Balance at 1 January 2020 | 2,003 | 36,429 | 840 | (34,489) | - | 4,783 |
Current period loss | - | - | - | (261) | - | (261) |
Foreign currency reserve | - | - | 1 | - | - | 1 |
|
|
|
|
|
|
|
Total comprehensive loss for the period | - | - | 1 | (261) |
- | (260) |
Proceeds from shares issued | 9 | 341 | - | - | - | 350 |
Share issue cost | - | (20) | - | - | - | (20) |
|
|
|
|
|
|
|
Balance at 30 June 2020 | 2,012 | 36,750 | 841 | (34,750) |
- | 4,853 |
1 Other reserves is made up of the share-based payment and foreign exchange reserve.
Group Balance Sheet
As at 30 June 2021
|
| Unaudited | Audited |
|
| 30 June 2021 | 31 December 2020 |
| Notes | £'000 | £'000 |
|
|
|
|
ASSETS
|
|
|
|
Non-current assets |
|
|
|
Plant and equipment | 5 | 3 | 3 |
Investments | 6 | - | - |
Exploration and evaluation assets | 8 | 7,554 | 6,405 |
Total non-current assets |
| 7,557 | 6,408 |
|
|
|
|
Current assets |
|
|
|
Trade and other receivables |
| 47 | 28 |
Cash and cash equivalents |
| 407 | 1,128 |
Total current assets |
| 454 | 1,156 |
|
|
|
|
TOTAL ASSETS |
| 8,011 | 7,564 |
|
|
|
|
LIABILITIES |
|
|
|
|
|
|
|
Current liabilities |
|
|
|
Trade and other payables |
| 387 | 553 |
Total current liabilities |
| 387 | 553 |
|
|
|
|
NET ASSETS |
| 7,624 | 7,011 |
|
|
|
|
EQUITY |
|
|
|
Share capital | 9 | 2,056 | 2,049 |
Share premium | 9 | 40,025 | 39,125 |
Share-based payment reserve |
| 1,026 | 858 |
Foreign exchange reserve |
| 662 | 665 |
Retained losses |
| (36,133) | (35,674) |
|
| 7,636 | 7,023 |
Non-controlling interests |
| (12) | (12) |
TOTAL EQUITY |
| 7,624 | 7,011 |
Group Statement of Cash Flows
For the six months ended 30 June 2021
|
| Unaudited | Unaudited |
|
| Six months ended 30 June 2021 | Six months ended 30 June 2020 |
| Notes | £'000 | £'000 |
|
|
|
|
Net cash outflow from operating activities | 10 | (515) | (271) |
|
|
|
|
Cash flows from/(used) in investing activities |
|
|
|
Other income |
| - | 24 |
Deferred exploration expenditure |
| (378) | - |
|
| (378) | 24 |
Cash flows from financing activities |
|
|
|
Proceeds from issuance of ordinary shares |
| 148 | 330 |
|
| 148 | 330 |
Decrease in cash |
| (745) | 83 |
|
|
|
|
Cash and cash equivalents at beginning of period |
| 1,128 | 330 |
Foreign exchange movement |
| 24 | - |
|
|
|
|
Cash and cash equivalents at end of period |
| 407 | 413 |
Notes to the interim financial information
For the six months ended 30 June 2021
1. | Basis of preparation The unaudited interim financial information set out above, which incorporates the financial information of the Company and its subsidiary undertakings (the "Group"), has been prepared using the historical cost convention and in accordance with International Financial Reporting Standards ("IFRS"), including IFRS 6 'Exploration for and Evaluation of Mineral Resources', as adopted by the European Union ("EU") and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS.
These interim results for the six months ended 30 June 2021 are unaudited and do not constitute statutory accounts as defined in section 434 of the Companies Act 2006. The financial statements for the year ended 31 December 2020 have been delivered to the Registrar of Companies and the auditors' report on those financial statements was unqualified and contained a material uncertainty pertaining to going concern.
Going concern basis of accounting The Group made a loss from all operations for the six months ended 30 June 2021 after tax of £0.5 million (2020: £0.3 million), had negative cash flows from operations and is currently not generating revenues. Cash and cash equivalents were £407,000 as at 30 June 2021. 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. The COVID-19 pandemic announced by the World Health Organization on 20 January 2020 has had and may in the future have markedly negative impacts on global stock markets, currencies and general business activity. The Company has developed a policy and is evolving procedures to address the health and wellbeing of its directors, consultants and contractors, and their families, in the face of the COVID-19 outbreak. The timing and extent of the impact and recovery from COVID-19 is still unknown but it may have an impact on activities and potentially a post balance sheet date impact. Furthermore, the COVID-19 pandemic may adversely impact the ability of the Group to raise the necessary funding.
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 realize 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. |
2. | Significant events The World Health Organization declared coronavirus and COVID-19 a global health emergency on 30 January 2020 which is not over and has had and may in the future have markedly negative impacts on global stock markets, currencies and general business activity. The directors have considered the impact of COVID-19 on the Group and do not believe that it has had a material impact on carrying values and results during the reporting period but given the timing and extent of the impact on recovery from COVID-19 is unknown, it may have an impact on activities of the company in the future. |
3. | Segment reporting For the purposes of segmental information, the operations of the Group are focused in geographical segments, namely the UK, Argentina the Philippines, Namibia, Zambia and Botswana and comprise one class of business: the exploration, evaluation and development of mineral resources. The UK is used for the administration of the Group.
The Group's loss before tax arose from its operations in the UK, Argentina Namibia and Botswana. |
| For the six months ended 30 June 2021 - unaudited |
|
|
|
|
|
|
|
|
| UK | Argentina | Philippines | Namibia | Zambia | Botswana | Total |
|
| £'000 | £'000 | £'000 |
|
|
| £'000 |
|
|
|
|
|
|
|
|
|
| Consolidated loss before tax | (437) | (45) | - |
(3) |
- |
(1) | (486) |
| Included in the consolidated loss before tax are the following income/(expense) items: |
|
|
|
|
|
|
|
| Foreign currency gain | - | - | - |
|
|
| - |
|
|
|
|
|
|
|
|
|
| Total Assets | 430 | 5,581 | - | 1,792 | 208 |
| 8,011 |
| Total Liabilities | (357) | (30) | - |
|
|
| (387) |
| For the six months ended 30 June 2020 - unaudited |
|
|
|
|
|
| UK | Argentina | Philippines | Total |
|
| £'000 | £'000 | £'000 | £'000 |
|
|
|
|
|
|
| Consolidated loss before tax | (228) | (33) | - | (261) |
| Included in the consolidated loss before tax are the following income/(expense) items: |
|
|
|
|
| Foreign currency gain | - | - | - | - |
|
|
|
|
|
|
| Total Assets | 503 | 4,790 | - | 5,293 |
| Total Liabilities | (386) | (54) | - | (440 ) |
4.1 | Share based payments |
|
|
|
| 6 months ended 30 June 2021 | 6 months ended 30 June 2020 |
|
| £'000 | £'000 |
|
|
|
|
| Share option expense - Directors | 115 | - |
| Share option expense - Management | 45 | - |
|
| 160 | - |
4.2 | Loss per share |
| The basic and diluted loss per share have been calculated using the loss attributable to equity holders of the Company for the six months ended 30 June 2021 of £510,000 (2020: £261,000). The basic loss per share was calculated using a weighted average number of shares in issue of 3,249,309,193 (2020: 1,503,488,058).
The weighted average number of shares in issue and to be issued if calculating the diluted loss per share would amount to 3,540,171,693 (2020: 1,503,488,058).
The diluted loss per share and the basic loss per share are recorded as the same amount, as conversion of share options decreases the basic loss per share, thus being anti-dilutive. |
5. | Plant and equipment |
|
|
|
| Unaudited | Audited |
|
| 30 June 2021 | 31 December 2020 |
|
| £'000 | £'000 |
5.1 | Cost |
|
|
| Balance at beginning of period | 67 | 68 |
| Exchange differences | - | (1) |
| At end of period | 67 | 67 |
|
|
|
|
5.2 | Depreciation |
|
|
| Balance at beginning of period | 64 | 64 |
| Charge for the period | - | 1 |
| Exchange differences | - | (1) |
| At end of period | 64 | 64 |
|
|
|
|
|
Net book value at end of period | 3 | 3 |
6. | Investments |
|
|
|
| Unaudited | Audited |
|
| 30 June 2021 | 31 December 2020 |
|
| £'000 | £'000 |
|
|
|
|
| Investment in associates | - | - |
| Loan to associate | 211 | 211 |
| Impairment provision | (211) | (211) |
|
Total investments | - | - |
| The Mankayan project owned by Crescent Mining and Development Corporation was fully impaired in 2016 due to then significant lingering uncertainty concerning the political and tax environment in the Philippines. Although the political and tax environment has subsequently improved it was not considered prudent in the 2019 accounts to write back any of the provision made in prior years.
In 2019, the Group sold 80% of its interest in the Mankayan copper-gold project and derecognised its investment in its subsidiary, Asean Copper Investments Limited and the loan balances outstanding have been fully impaired.
On 28 April 2021 the Company announced that it had served notice of termination of its transaction agreement (the "Transaction Agreement") dated 4 October 2019 with Mining and Minerals Industries Holding Pte. Ltd. ("MMIH"), a private company incorporated in Singapore, with respect to the sale of 80 per cent. of the Company's interest in the Mankayan copper‐gold project in the Philippines (the "Mankayan Project") to MMJV Pte. Ltd. ("MMJV"), a 100 percent subsidiary of MMIH, (the "Transaction") as MMIH has not met its Total Funding Commitment as defined in the Transaction Agreement and that the Company, would explore and pursue options including the possibility of re‐positioning the Mankayan project within the Company's portfolio of copper and gold assets but in the meantime the previous provisions against the Company's investment in the Mankayan Project writing it down to Nil have not been written back.
As per Note 11 post the period end on 13 September 2021 the Company, announced that it had entered into a conditional agreement with IDM Mankayan Pty Ltd ("IDM"), a company incorporated in Australia, to take the Mankayan Project in the Philippines forward (the "IDM Agreement").
The project's MPSA was originally issued for a standard 25 year period, which expires on 11 November 2021, and the current exploration period under the MPSA, which is subject to certain work programme commitments (the "Exploration Period Requirements"), was scheduled to expire in April 2020 and was subsequently also extended to 11 November 2021.
|
7. | Acquisition of subsidiaries |
|
|
7.1 Acquisition of Metrock Resources Limited | |
| Botswana |
|
| On 12 February 2021 the Company completed the acquisition of 100% of Metrock Resources Pty Ltd and its interest in the Kanye Manganese Project.
The fair value of the assets and liabilities acquired were as follows: | |
|
| Unaudited |
|
| 30 June 2021 |
|
| £'000 |
| Consideration |
|
| Equity consideration |
|
| - Ordinary shares (issued) | 633 |
| - Options | 57 |
| Cash consideration | 13 |
|
| 703 |
| Net assets acquired | (171) |
|
|
|
|
Deemed fair value of exploration assets acquired | 532 |
|
|
|
8. | Exploration and evaluation assets |
|
|
|
| Unaudited | Audited |
|
| 30 June 2021 | 31 December 2020 |
|
| £'000 | £'000 |
|
|
|
|
| Balance at beginning of period | 6,405 | 4,778 |
| Acquisitions during period |
|
|
| - Zambia | - | 131 |
| - Botswana (Note 7.1) | 532 | - |
| - Namibia | - | 1,283 |
| Exploration expenditure | 617 | 218 |
| Exchange differences |
| (5) |
|
Carried forward at end of period | 7,554 | 6,405 |
| Argentina The amount of capitalised exploration and evaluation expenditure relates to 12 licences comprising the Eureka Project and are located in north-west Jujuy near to the Argentine border with Bolivia and are formally known as Mina Eureka, Mina Eureka II, Mina Gino I, Mina Gino II, Mina Mason I, Mina Mason II, Mina Julio I, Mina Julio II, Mina Paul I, Mina Paul II, Mina Sur Eureka and Mina Cabereria Sur, covering, in aggregate, an area in excess of approximately 5,500 hectares and accessible via a series of gravel roads. All licences remain valid and in May 2019 the Company obtained a two-year renewal of its Environmental Impact Assessment (EIA) approvals in respect of its Mina Eureka, Mina Gino I, Mina Gino II, Mina Mason I, Mina Mason II, Mina Julio I, Mina Julio II, Mina Paul I, Mina Paul II, being the 9 northern most licences which are the intended focus of a future exploration programme the Company is in the process of applying for the extension of the validity period of the May 2019 EIA approvals.
Notwithstanding the absence of new exploration activities on-site during the period the directors have assessed the value of the intangible asset having considered any indicators of impairment, and in their opinion, based on a review of the expiry dates of licences, future expected availability of funds to develop the Eureka Project and the intention to continue exploration and evaluation, no impairment is necessary.
Namibia On 14 August 2020 the Company completed the acquisition of 100% of Virgo Resources Ltd and its interests in the Hope Copper-Gold Project in Namibia. On 12 February 2021 further to its announcement on 19 June 2020 that EPL 7170 which was under application when the Company acquired Virgo Resources Ltd ("Virgo") the Company announced that EPL 7170 has been granted and is now registered in the name of the group's 80% owned subsidiary Hope Namibia Mineral Exploration Pty Ltd Incorporated in Namibia ("Hope Namibia") which also owns EPL 6605. The group also owns EPL 5796 through its 70% owned subsidiary Hope and Gorob Mining Pty Ltd incorporated in Namibia ("Hope and Gorob"). On 14 January 2021 and 2 June 2021 the Company announced positive results in relation to exploration activities undertaken post acquisition which support the Company's confidence in the Hope Copper-Gold Project. Post-acquisition there have been no indications that any impairment provisions are required in relation to the carrying value of the Hope Copper-Gold Project.
Zambia On 27 April 2020 the Company entered into a binding agreement with KPZ International Limited ("KPZ Int") (the "KPZ Agreement") in relation to the acquisition of a 30 per cent. interest in the approximate 974 km2 large scale exploration licence numbered 24401-HQ-LEL in the Kalengwa greater exploration area in The Republic of Zambia (the "Licence") (the "Kalengwa Project") by acquiring a 30 per cent. shareholding in KPZ Int. Under the terms of the KPZ Agreement the Company has the right to appoint the majority of directors to the Board of KPZ Int and has operational control of the Kalengwa Project therefore in accordance with IFRS 10 the Company's investment in KPZ Int has been consolidated. The Licence is held by Kalengwa Processing Zone Ltd ("KPZ"), a 100 per cent. (less one share) Zambian subsidiary of KPZ Int, and is for the exploration of copper, cobalt, silver, gold and certain other specified minerals. The Licence was granted on 2 April 2019 and is valid for an initial period up to 1 April 2023. Cash consideration for the acquisition was US$250,000 (₤202,493) which was settled on 6 November by the issue of 76,923,077 shares and costs of £23,775. During the period on 12 April 2021 and 24 April 2021 and post the period end on 20 September 2021 the Company announced results in relation to exploration activities undertaken post acquisition which support the Company's confidence in the Kalengwa Project. Post-acquisition there have been no indications that any impairment provisions are required in relation to the carrying value of the Kalengwa Project.
Botswana
On 12 February 2021 the Company further to its announcement on 22 December 2020 announced the completion of the acquisition of 100% of Metrock Resources Ltd ("Metrock") and its manganese mineral exploration licences in Southern Botswana comprising the Kanye Manganese Project (the "Kanye Manganese Project"). The Kanye Manganese Project i) comprises a 4,043 sq km land package with 125 km of potential on trend manganese mineralisation across the licences ii) has historical trenching results have yielded in the case on one prospect of between 53% and 74% manganese oxide ("MnO"), and iii) project area is near the ground of a TSX listed public company that has a preliminary economic assessment showing high rates of return based on a MnO grade of 27.3.
On 24 June 2021 the Company announced it had completed reconnaissance mapping, prospecting and sampling work on the Kanye Manganese Project and that i) Up to four historic manganese occurrences were successfully located and sampled in the field within an 8km-belt ii) 40 grab samples were obtained which assayed from traces up to high-grade results of 67.18% MnO occurring at the Moshaneng borrow pit and 68.01% MnO at the Mheelo prospect; iii) the Mheelo prospect is located just 6km from the Giyani Metals K-Hill manganese project where a feasibility study is due for completion in Q3 2021 (April 2021 PEA indicates an 80% IRR) iv) the Company plans to follow-up the main targets with clearance/trenching by mechanical excavator to facilitate detailed mapping, prospecting and more systematic sampling ; and confirmed targets will be drill tested to define lateral and depth extent of deposits. Note 7.1 provides details of the deemed fair value of the exploration assets of £532,000 arising on the acquisition of Metrock. Post-acquisition there have been no indications that any impairment provisions are required in relation to the carrying value of the Kanye Manganese Project. |
9. | Share capital |
|
|
|
| Unaudited | Audited |
|
| 30 June 2021 | 31 December 2020 |
|
| £'000 | £'000 |
| Number |
|
|
| Authorised (1) |
|
|
| 5,000,000,000 ordinary shares of 0.002p each | 100 | 100 |
| 5,000,000,000 deferred shares of 0.198p each | 9,900 | 9,900 |
|
| 10,000 | 10,000 |
|
|
|
|
| Allotted ordinary shares, called up and fully paid |
|
|
| As at beginning of the period | 71 | 25 |
| Share subscription | - | 24 |
| Shares issued for exploration project acquisitions | 5 | 12 |
| Shares issued on exercise of warrants | 2 | 10 |
| Total ordinary shares at end of period | 78 | 71 |
|
|
|
|
| Allotted deferred shares, called up and fully paid |
|
|
| As at beginning of the period | 1,978 | 1,978 |
| Total deferred shares at end of period | 1,978 | 1,978 |
|
Ordinary and deferred as at end of period | 2,056 | 2,049 |
|
| Number of shares 30 June 2021 | Number of shares 31 December 2020 | ||||
| Ordinary share capital is summarised below: |
|
| ||||
| As at beginning of the period | 3,543,699,116 | 1,269,755,181 | ||||
| Share subscription | - | 1,218,750,000 | ||||
| Shares issued for exploration project acquisitions | 304,064,999(2) | 578,318,935(3) | ||||
| Shares issued on exercise of warrants | 92,187,500 | 476,874,500 | ||||
|
As at end of period | 3,939,951,615 | 3,543,699,116 | ||||
|
|
|
| ||||
| Deferred share capital is summarised below: |
|
| ||||
| As at beginning of the period | 998,773,038 | 998,773,038 | ||||
|
As at end of period | 998,773,038 | 998,773,038 | ||||
|
|
|
| ||||
|
(1) On 24 May 2019, a resolution was passed at the Company's Annual General Meeting to approve the reorganisation of the Company's share capital pursuant to this resolution on 24 May 2019 share capital of the Company was re-designated and sub-divided into 1 (one) new ordinary share of £0.00002 each ("Ordinary Shares") and 1 (one) deferred share of £0.00198 each ("Deferred Shares"). The Ordinary Shares continue to carry the same rights (save for the reduction in their nominal value) as the ordinary shares in existence on 24 May 2019. The Deferred Shares have very limited rights and are effectively valueless as they have no voting rights and have no rights as to dividends and only very limited rights on a return of capital. The Deferred Shares are not admitted to trading or listed on any stock exchange and are not freely transferable.
(2) The 304,064,999 shares issued during the period were detailed in the Company's announcements' dated;
a) 12 February 2021 when the Company announced the completion of its acquisition of 100% of Metrock Resources Pty Ltd and its interest in the Kanye Manganese Project. The acquisition consideration included the issue of 234,597,407 ordinary shares to the vendors of the project (note 7.1);
b) 18 February 2021 when the Company announced the issue of 35,467,592 shares in relation to the acquisition of Virgo Resources Ltd which completed on 14 August 2020; and
c) 1 March 2021 when the Company announced the issue of 34,000,000 deferred acquisition shares issued to the vendors of Virgo Resources Ltd.
| ||||||
|
| Unaudited | Audited |
|
| 30 June 2021 | 31 December 2020 |
|
| £'000 | £'000 |
| The share premium was as follows: |
|
|
| As at beginning of year | 39,125 | 36,429 |
| Share subscription | - | 951 |
| Share issued - Acquisitions | 755 | 1,120 |
| Share issue costs | - | (105) |
| Warrants exercised | 145 | 730 |
|
As at end of period | 40,025 | 39,125 |
| Each fully paid ordinary share carries the right to one vote at a meeting of the Company. Holders of ordinary shares also have the right to receive dividends and to participate in the proceeds from sale of all surplus assets in proportion to the total shares issued in the event of the Company winding up. |
10. | Reconciliation of operating loss to net cash outflow from operating activities |
|
|
|
| Unaudited | Unaudited |
|
| Six months ended 30 June 2020 | Six months ended 30 June 2019 |
|
| £'000 | £'000 |
|
|
|
|
| Operating loss from all operations | (510) | (261) |
|
|
|
|
| Depreciation and amortisation | - | - |
| VAT refunds received | - | (24) |
| Foreign exchange (gain)/loss | 21 | 2 |
| Share option expense | 160 | - |
| (Increase)/decrease in receivables | (19) | (34) |
| Increase in payables | (167) | 46 |
|
Net cash outflow from operating activities | (515) | (271) |
11. | Subsequent events
On 2 August 2021 the Company announced it had entered into an exclusive option agreement commencing 1 August 2021 with Caerus Mineral Resources PLC (LON: CMRS) ("Caerus") to allow the parties to review Caerus extensive portfolio of copper / gold projects in Cyprus with a view to possible joint venture mining operations (the "Agreement"). The Agreement; i) grants Bezant 18 months to assess the merits and economic prospects of all Caerus potential copper / gold hard rock mining assets in Cyprus ("Caerus' Cyprus Properties") ; ii) provides for Bezant to review Caerus' Cyprus Properties and for both parties to identify one project as a potential development project; iii) provides that on identification of a project the parties agree to jointly fund and explore up to USD1million on the selected project; iv) provides that should the project selected surpass the development criteria then Bezant and Caerus will form a joint venture company to develop the project and that Bezant will be responsible for the designing, construction and operation of any mine developed under this agreement; and v) that Caerus' expenditure during the pre-mining exploration phase will be recovered from future cashflows and Caerus will retain a 20% beneficial interest in all future revenues.
On 26 August 2021 the Company announced the Company and Caerus had selected the Caerus ' Cyprus Projects for initial exploration and, if appropriate, mining development (the "Selected Projects"). The Selected Projects comprise the Troulli, Kokkinapetra and Anglisides licences. Having identified the Selected Projects the parties intend to hold site meetings during early September 2021, to agree exploration and assessment programmes.
On 13 September 2021 the Company further to its announcements on 28 April 2021 regarding the termination of its transaction with Mining and Minerals Industries Holding Pte Ltd. ("MMIH") in relation to the Mankayan project ("MMIH Transaction Agreement") , has entered into a conditional agreement with IDM Mankayan Pty Ltd ("IDM"), a company incorporated in Australia, to take the Mankayan Project in the Philippines forward (the "IDM Agreement"). The main commercial terms of the IDM Agreement are that at completion i) IDM will acquire 100% ownership of Asean Copper Investments Ltd which holds its interest in the Mankayan Project via the Asean Copper Ownership Structure (defined below); ii) Bezant will own 27.5% of IDM with the remaining 72.5% owned by established investors in the mining sector (the "Other IDM Shareholders"); iii) Bezant will provide A$90,000 (approximately GBP48K) of initial funding and the Other IDM Shareholders will provide A$210,000 (approximately GBP 112K) ("Initial Funding"); iv) IDM's initial objective is to assist and support Crescent Mining Development Corporation ("CMDC") in its application to renew the Mineral Production Sharing Agreement No. 057-96-CAR (the "MPSA") in respect of the Mankayan Project which is due for renewal on 11 November 2021. CMDC submitted its renewal application on 16 March 2021 to the Mines and Geosciences Bureau of the Department of Environment and Natural Resources of the Philippines government ; and v) upon the renewal of the MPSA and the payment of the Conditional Renewal Proceed Payment defined below of up to A$500,000 due by IDM to MMIH which is to be funded by the Other IDM Shareholders. Bezant's shareholding in IDM will be increased to 27.5% of the then issued share capital of IDM after the payment of the Conditional Renewal Proceed Payment.
Asean Copper holds a 40 per cent. shareholding in Crescent Mining and Development Corporation ("CMDC"), which is incorporated in the Philippines and is the sole holder of Mineral Production Sharing Agreement No. 057-96-CAR (the "MPSA") in respect of the Mankayan Project. Asean Copper also holds a 40 per cent. shareholding in Bezant Holdings Inc., which is incorporated in the Philippines and holds the balancing 60 per cent. interest in CMDC, and has a conditional option (scheduled to expire on 30 June 2022) to acquire the balancing 60 per cent. of Bezant Holdings Inc. (together, the "Asean Copper Ownership Structure").
Conditional upon renewal of the MPSA an amount of up to A$500,000 (approx. GBP267K) will be due to be paid to MMIH in two equal instalments 7 days and 3 months after the renewal of the MPSA which is to be funded by the Other IDM Shareholders rather than Bezant (the "Conditional Renewal Proceed Payment") which will be reduced by: 1. the Renewal Expenditure Excess being the amount in excess of $200,000 incurred to renew the MPSA; 2. the Creditors Payment Excess being payments to certain creditors in excess of $100,000; and 3. outstanding fees due to a consultant.
|
| Other than these matters, no significant events have occurred subsequent to the reporting date that would have a material impact on the consolidated financial statements. |
12. | Availability of Interim Report |
| A copy of these interim results will be available from the Company's registered office during normal business hours on any weekday at Floor 6, Quadrant House, 4 Thomas More Square, London E1W 1YW and can also be downloaded from the Company's website at www.bezantresources.com. Bezant Resources Plc is registered in England and Wales with company number 02918391. |