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RNS Number : 5635R Bezant Resources PLC 01 March 2023
1 March 2023
Bezant Resources Plc
("Bezant" or the "Company")
Mankayan Project Update
Bezant (AIM: BZT), the copper-gold exploration and development company,
further to its announcement dated 26 October 2022 regarding the conditional
share purchase agreement (the "SPA") to exchange its 27.5% shareholding in IDM
Mankayan Pty Ltd ("IDM Mankayan") for a 27.5% shareholding in IDM
International Limited (ACN 108029198) ("IDM International") confirms that IDM
International has issued a notice of meeting for an extraordinary general
meeting on 24 March 2023 for its shareholders ("IDM Shareholders Meeting") to
approve the SPA and the acquisition by IDM International of the shares of the
other shareholder of IDM Mankayan (the "Other IDM Mankayan Shareholder") (the
"Proposed Transaction") ("IDM International NoM") so IDM International will
own 100% of IDM Mankayan. Upon the IDM International shareholders approving
the Proposed Transaction at the IDM Shareholders Meeting all conditions in
relation to the SPA will have been met.
Highlights:
· A copy of the IDM International NoM which incorporates as Annexure 1
an Independent Expert's Report by BDO Corporate Finance (WA) Pty Ltd dated 3
February 2023 as to whether the Proposed Transaction is fair and reasonable
for existing IDM International shareholders (Independent Expert's Report) is
available at:
https://www.advancedshare.com.au/assets/documents/IDM_NOM_2023_EGM.pdf
(https://www.advancedshare.com.au/assets/documents/IDM_NOM_2023_EGM.pdf) .
· The Independent Expert's Report includes as an appendix an
Independent Technical Assessment and Valuation Report for Mankayan Copper-Gold
project, Philippines by E2M Limited (Sahara) dated 27 December 2022 (effective
date) and prepared applying the guidelines and principles of the Australasian
Code for Reporting of Exploration Results, Mineral Resources and Ore
Reserves―the 2012 JORC Code, the Australasian Code for Public Reporting of
Technical Assessments and Valuations of Mineral Assets - the 2015 VALMIN Code
and the rules and guidelines issued by such bodies as ASIC and ASX pertaining
to Independent Expert Reports (Technical Report).
· Subsequent to the signing of the SPA holders of 3,050,000 IDM
International options expiring at differing dates in 2024 and 2026 with an
exercise price of A$0.20 per share issued to investors who previously
subscribed for IDM International shares at A$0.10 per share have been
exercised early for A$610,000 (approx. GBP348,000) so that IDM International
currently has 47,097,850 shares in issue and after the Proposed Transaction
will have 73,526,560 shares in issue ("IDM Proposed Shares in Issue"). As a
result of the exercise of these IDM International options, upon completion of
the Proposed Transaction Bezant's holding of 19,381,054 IDM International
shares (the "Consideration Shares") will be diluted from 27.5% to 26.36% of
IDM International.
· IDM International's sole asset following the Proposed Transaction
will be its interest in the Mankayan Project. The Independent Expert's Report
included a valuation of an IDM International share on a diluted minority basis
following the Proposed Transaction and the table below shows these valuations
and the corresponding valuation of the Consideration Shares to be issued to
Bezant following the Proposed Transaction using an FX rate of A$1= GBP0.56 as
at 28 February 2023.
Valuation in Independent Expert's Report
Low Preferred High
Expert Report Valuation per IDM International share AUD 0.232 AUD 0.470 AUD 0.726
No. of Consideration Shares to be issued to Bezant 19,381,054 IDM International shares
Value in A$ AUD 4,496,405 AUD 9,109,095 AUD 14,070,645
Value in £ £ 2,517,987 £ 5,101,093 £ 7,879,561
· Further to its 26 October 2022 announcement Bezant confirms it
subscribed A$137,500 (approx. GBP77K) in a 4 year IDM International
convertible loan note (the "Convertible Loan Note") on the same terms as IDM
International convertible loan notes with entities associated with two of its
directors to raise A$362,500 (approx. GBP203K) (together the "Convertible
Notes"). The Convertible Notes convert at A$0.20 per IDM International share
and have attached to them one option for each 2 shares in IDM International
issued to the Company under the Convertible Notes (an "IDM Option") with an
exercise price A$0.40 within the 4 years from the date of issue of the IDM
Option.
Colin Bird, Executive Chairman of Bezant, commented: "We continue to be very
pleased with the progress made in advancing the Mankayan Project since IDM
International's involvement, not least the renewal of the MPSA for 25 years
which we believe is a catalyst for the development of this Tier 1 world class
copper gold porphyry project. We are very confident that management in the
Philippines supported by IDM International have the experience and expertise
to take the project forward through the next stages of evaluation and
development which will significantly enhance the value of the project. "
As previously reported IDM International, through Crescent Mining Development
Corporation's ("Crescent"), continue to make very good progress on initial
Pre-Feasibility Studies on the Mankayan copper-gold project in the Philippines
since IDM Mankayan acquired its interest in the Mankayan project in October
2021. This has included:
· Renewal by the Mines and Geosciences Bureau of the Department of
Environment and Natural Resources of the Philippines government ("MGB") of
Crescent's Mineral Production Sharing Agreement No. 057-96-CAR (the "MPSA")
for a second 25-year term with effect from 12 November 2021 (the "MPSA
Renewal");
· Meetings with the MGB who have expressed their support and
encouragement for local projects such as the Mankayan Project and working
closely with various Government departments for approvals required for the
development of the Mankayan Project;
· Working closely with the local communities including direct
investment into those areas;
· The completion of 2 Pre-feasibility holes to depths of ~1,000m
each focusing on metallurgy, geotechnical and hydrogeological studies and the
collection and management of all data produced from the 2 holes for analysis
by Crescent's in country team and its advisors;
· Commencement of the process of appointing key consultants who
will be undertaking Pre-Feasibility Studies work, including mine designs and
engineering studies, infrastructure and tailings facilities, environmental
studies and indigenous peoples' consent; and
· Discussions with private equity and mining finance houses for the
funding of the Pre-Feasibility Studies work program.
Going forward, IDM International and Crescent, along with their various
consultants and advisors, intend to complete a full Pre-Feasibility Studies
during 2023 and 2024 that will present the Mankayan Project as a globally
significant copper-gold project at a time when the supply-demand gap for
copper is expected to be large as the world transitions to electrification.
For further information, please contact:
Bezant Resources Plc
+44 (0) 20 3416 3695
Colin Bird, Executive Chairman
Beaumont Cornish (Nominated Adviser)
Roland Cornish/Asia Szusciak
+44 (0) 20 7628 3396
Novum Securities Limited (Broker)
Jon Belliss +44 (0) 20 7399 9400
Beaumont Cornish (Nominated Adviser)
Roland Cornish/Asia Szusciak
+44 (0) 20 7628 3396
Novum Securities Limited (Broker)
Jon Belliss
+44 (0) 20 7399 9400
or visit http://www.bezantresources.com (http://www.bezantresources.com)
The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulations
(EU) No. 596/2014 as it forms part of UK Domestic Law pursuant to the Market
Abuse (Amendment) (EU Exit) regulations (SI 2019/310).
Qualified Person:
Technical information in this announcement has been reviewed by Edward (Ed)
Slowey, BSc, PGeo, technical director of Bezant Resources Plc. Mr Slowey is a
graduate geologist with more than 40 years' relevant experience in mineral
exploration and mining, a founder member of the Institute of Geologists of
Ireland and is a Qualified Person under the AIM rules. Mr Slowey has
reviewed and approved this announcement.
Technical Glossary
"Pre-Feasibility Study" A Preliminary Feasibility Study (Pre-Feasibility Study) is a comprehensive
study of a range of options for the technical and economic viability of a
mineral project that has advanced to a stage where a preferred mining method,
in the case of underground mining, or the pit configuration, in the case of an
open pit, is established and an effective method of mineral processing is
determined. It includes a financial analysis based on reasonable assumptions
on the Modifying Factors and the evaluation of any other relevant factors
which are sufficient for a Competent Person, acting reasonably, to determine
if all or part of the Mineral Resources may be converted to an Ore Reserve at
the time of reporting. A Pre-Feasibility Study is at a lower confidence level
than a Feasibility Study.
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