Bezant Resources PLC JV Agreement with Caerus Mineral Resources PLC (9942R)
November 11 2021 - 2:00AM
UK Regulatory
TIDMBZT
RNS Number : 9942R
Bezant Resources PLC
11 November 2021
11 November 2021
Bezant Resources Plc
("Bezant" or the "Company")
Joint Venture Agreement with Caerus Mineral Resources PLC
copper gold projects in Cyprus
Bezant (AIM: BZT), the copper-gold exploration and development
company, is pleased to announce that further to its announcements
dated 2 August 2021 and 26 August 2021 it has on 10 November 2021
entered into a Joint Venture Agreement (the "Agreement") with
Caerus Mineral Resources PLC (LON:CMRS) ("Caerus") in relation to
three of Caerus's copper gold projects in Cyprus.
Highlights
Three JV Properties Joint Venture ("JV") covers the Troulli, Kokkinapetra
and Anglisides projects (as detailed in Bezant's
announcement 26 August 2021), held by Caerus
in Cyprus ("JV Properties")
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Drilling has The JV begins with immediate effect with the
commenced on parties joint financial contribution being from
one property the commencement of diamond drilling at Troulli
on 16 September 2021
------------------------ -------------------------------------------------------
USD 1M exploration The Parties have committed an initial sum of
budget to be USD1.0 million towards resource development and
jointly funded to take the Project to feasibility to be funded
on a 50:50 basis
------------------------ -------------------------------------------------------
Caerus to manage Caerus will manage the exploration and resource
exploration program development phase of the program
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Bezant responsibilities Bezant will be responsible for;
a) project feasibility studies, and mine development;
and
b) arranging funding and guarantees required
by third party funders for plant and infrastructure
funding to commence mining
------------------------ -------------------------------------------------------
Recovery of exploration Direct exploration expenditure committed in getting
costs to feasibility will be refunded from excess cash-flow
in the ratio 70% to Caerus and 30% to Bezant
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Distribution Once direct exploration expenditure has been
post exploration refunded excess cash-flow will be shared in the
cost recovery ratio 80% to Bezant and 20% to Caerus
------------------------ -------------------------------------------------------
Option Agreement The 18 month option agreement dated 30 July 2021
remains in force between Bezant and Caerus which commenced on
1 August 2021 to allow the parties to review
Caerus extensive portfolio of copper / gold projects
in Cyprus with a view to possible joint venture
mining operations remains in force (the "Option
Agreement").
------------------------ -------------------------------------------------------
Colin Bird, Executive Chairman of Bezant, commented :
"This initial joint venture is an important milestone in our
relationship with Caerus in Cyprus. I am convinced that Cyprus in
general and these projects in particular offers extraordinary
potential for the development of new copper mines in the short and
long term.
We have already commenced exploration and assessment activities
on the concessions and are putting in place an organisation to test
and optimise all of the perimeters which go into a successful
mining project.
I look forward to working with the Caerus team on this exciting
joint venture."
Summary of the Terms of the Joint Venture Agreement ("JV" or
"Agreement")
1. Parties (a) Caerus Mineral Resources Plc (registered in
England with company number 11043077) whose registered
office is at 25 Eccleston Place, London, England,
SW1W 9NF (hereinafter referred to as "Caerus");
and
(b) Bezant Resources Plc (registered in England
with company number 02918391) whose registered
office is at Quadrant House Floor 6, 4 Thomas
More Square, London, E1W 1YW (hereinafter referred
to as "Bezant")
----------------------- -------------------------------------------------------------
2. Joint Venture The parties have selected the following three
properties projects from those covered by the Option Agreement
to be the subject of this joint venture agreement:
(a) Troulli Project comprising licences AE4662
together with a licence extension that has been
submitted to the Mines Department for approval;
(b) Kokkinapetra Project comprising licence AE4644;
and
(c) Angleside Project comprising licence AE4791
The "Joint Venture Properties"
----------------------- -------------------------------------------------------------
3. Option Agreement The Option Agreement remains in full force and
effect and other properties covered by the Option
Agreement may be added to this joint venture or
form the basis of a further joint venture agreement.
4. Funding & budgets (a) The parties have agreed to fund an exploration
programme of USD1million on the Joint Venture
Properties and each party shall subscribe USD500,000
with drawdowns being of the same amount and at
the same time.
(b) Caerus will present to the technical committee
for approval a budget for the USD1million expenditure,
with proposed drawdowns to be agreed prior to
any drawdown.
(c) Bezant will be responsible for arranging the
funding of any scoping study and/or feasibility
study to access project economics.
(d) For any project where a decision to mine has
been made or is being contemplated Bezant will
prepare a budget and a development build programme
the financing of which will be sought and managed
by Bezant.
----------------------- -------------------------------------------------------------
5. Caerus Exploration (a) On a decision to mine, the exploration expenses
Costs of Caerus on the three projects the subject of
this joint venture agreement (the "Caerus Exploration
Expenditure") will be submitted to the technical
committee and upon approval will be repaid from
future operational cash flows.
(b) In calculating the Caerus Exploration Expenditure;
a. the commencement date will be 16 September
2021 the date at which the diamond drilling programme
initially commenced; and
b. Caerus will include all direct cost in Cyprus,
but not any corporate cost outside Cyprus
(c) The Caerus Exploration Expenditure will be
refunded from excess operating cash flow from
the month after commercial production is achieved
- being 75% of the plant's nameplate capacity
("Commercial Production") ("Excess Cash")
(d) Where both parties have agreed to proceed
with the mine development project then Caerus
will be entitled to receive 70% of the Excess
Cash and Bezant 30% of Excess Cash until Caerus
has been fully repaid the Caerus Exploration Expenditure.
Once the Caerus Exploration Expenditure has been
fully repaid 80% of Excess Cash shall be paid
to Bezant and 20% of Excess Cash to Caerus.
(e) If Caerus have made a decision not to proceed
in relation to a mine development project then
Caerus will be entitled to receive 30% of the
Excess Cash and Bezant 70% of Excess cash until
Caerus has been fully repaid the Caerus Exploration
Expenditure. Once the Caerus Exploration Expenditure
has been fully repaid 90% of Excess Cash shall
be paid to Bezant and 10% of Excess Cash to Caerus.
----------------------- -------------------------------------------------------------
6. Technical Committee (a) A technical committee will be formed, consisting
of two members from Caerus and two members from
Bezant.
(b) During the exploration phase the Chairman
will be a Caerus nominee, who shall not have the
casting vote.
(c) On a decision to mine by the technical committee,
then the Chair of the technical committee shall
change to a Bezant nominee and Bezant will have
management of the project from that stage.
----------------------- -------------------------------------------------------------
7. Exploration (a) The exploration programme shall be designed
Program to pursue the spirit and intent of the Option
Agreement, which is to identify a minimum of 40,000
tonnes of contained copper for development to
produce a minimum of 5,000 tonnes per annum, for
a minimum period of 8 years.
(b) Caerus are to be responsible for managing
the exploration program approved by the Technical
Committee.
8. Feasibility Bezant will based on exploration results present
study to the technical committee a feasibility study,
which defines the key financial and operating
parameters of any proposed mining operation.
----------------------- -------------------------------------------------------------
9. Environmental Both the parties will jointly be responsible for
issues environmental and social responsibilities attached
to any future mining project, with Caerus in particular
being responsible for all governmental and municipal
relationships in Cyprus.
----------------------- -------------------------------------------------------------
10. Mining phase Once a decision to mine has been made the mining
will be conducted under the appropriate mining
and industrial laws of Cyprus, Bezant will be
appointed the operator, and Caerus will retain
legal ownership rights of the Projects on behalf
of the Joint Venture so the Joint Venture can
conduct mining operations.
----------------------- -------------------------------------------------------------
11. Security for (a) Caerus agree to provide the necessary property
External funding security guarantees and security and Bezant agrees
to provide the plant and associated infrastructure
security guarantees, required by any third-party
lender.
(b) Before entering into any third-party finance
agreements, Bezant and Caerus will agree the terms
and any security to be provided.
12. Caerus agreement In the event that any plant to be constructed
with Jubilee falls within the Option Agreement between Caerus
and Jubilee Metals Group Plc (the "Existing Jubilee
Option Agreement") , then both Caerus and Bezant
will subordinate there interests under this joint
venture agreement to the 15% free participation
under the Existing Jubilee Option Agreement. Both
parties acknowledge that under the Existing Jubilee
Agreement Jubilee has the first right of funding
and the joint venture will recognise this right
and Jubilee will have 30 days to match any offer
of funding from a third party.
----------------------- -------------------------------------------------------------
13. Sale to third (a) In the event that exploration drilling and
party a feasibility study identifies a project, which
could be of interest to. third party to develop
then the parties agree that any benefits derived
from sale shall be split on an equal basis with
each party recovering its sunk cost incurred from
16 September 2021 before equally dividing the
balance between the two parties.
(b) Each party agrees to come along, tag along
with the other on receipt of a third party offer,
which is deemed satisfactory to the technical
committee and to work together to enter into a
purchase and sale agreement within 15 days of
approval by the technical committee.
14. No commitment Bezant makes no representation or commitment to
to mine develop a mine and will only progress to the development
of a mine if in their opinion the in-situ or primary
material fulfil their requirements for investment.
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15. English law The agreement is subject to English Law
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For further information, please contact:
Bezant Resources Plc
Colin Bird Executive Chairman +44 (0) 20 3416 3695
Beaumont Cornish (Nominated Adviser)
Roland Cornish +44 (0) 20 7628 3396
Novum Securities Limited (Broker)
Jon Belliss +44 (0) 20 7399 9400
or visit 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 by virtue of the European Union (Withdrawal) Act
2018 ("UK MAR").
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