TIDMBZT
RNS Number : 1918T
Bezant Resources PLC
23 November 2021
23 November 2021
Bezant Resources Plc
("Bezant" or the "Company")
Funding Facility
Bezant (AIM: BZT), the copper-gold exploration and development
company, is pleased to announce that the Company has yesterday
entered into an unsecured convertible loan funding facility (the
"Facility") for GBP1,000,000 with Sanderson Capital Partners Ltd
(the "Lender"), a long term shareholder in the Company, which is
convertible on fixed conversion terms at increasing prices of 0.19
pence per share, 0.225 pence per share and 0.25 pence per share
over three tranches. The Facility is a standby facility as a
potential additional source of working capital for the Company in a
period when 18 months on COVID-19 is still with us and the funding
market for junior exploration companies can be subject to market
volatility. The Company can use the Facility, at its discretion, to
fund the working capital requirements of the Company and its
subsidiaries as determined by the Company but is not required to
drawdown under the Facility.
Colin Bird, Executive Chairman said :
"The ongoing effects of COVID-19 around the world are still
unknown as whilst the U.K. has celebrated "freedom day" and life is
back towards normal Covid cases are again increasing and are at
around 38,000 a day the Covid news from European neighbours like
Netherlands, Austria and Germany is worrying and suggests we are
entering into new lockdowns in Europe which previously have been
followed by U.K. restrictions and lockdowns. On the vaccination
front the speed of vaccination development has been impressive as
have the vaccination programs in many developed countries but there
are still large swathes of Africa, Asia and South America were
vaccination rates are very low and vaccinations in short
supply.
At the corporate level it has reminded us that the unknown risk
is around the corner and it is against this background that the
Board has decided to put in place the Facility as insurance to
ensure the Company has the ability to obtain funding. The Facility
enables the Company to drawdown up to GBP1 million over the next 12
months in a staged manner with fixed conversion prices at
approximately 45%, 70% and 90% premiums to the placing price of
0.13 pence per share to the GBP1.2m placing announced on 21 October
2021. The Company is not obliged to make any drawdowns under the
Facility, and drawdowns can be used at its discretion to fund the
working capital requirements of the Company and its subsidiaries.
The Facility arrangement fee will be settled in new Shares
representing approximately 1 per cent. of the current issued share
capital. As a shareholder I prefer to avoid dilution but as
Chairman I know part of my role is to ensure that the Company has
access to sufficient working capital to develop its projects and
this is why we have arranged this loan facility as security against
uncertain times".
Working Capital Facility Agreement
Bezant has signed today an agreement with the Lender for a
facility of GBP1,000,000. The Facility is unsecured,
interest free and can be drawn down in three tranches as follows
-- GBP350,000 to be drawn down from 1 January 2022 or within 6
months of 1 January 2022 ("Loan Tranche 1");
-- GBP350,000 to be drawn down from 1 March 2022 or within 6
months of 1 March 2022 ("Loan Tranche 2"); and
-- GBP300,000 to be drawn down from 1 May 2022 or within 6
months of 1 May 2022 ("Loan Tranche 3").
The Company will provide a Loan drawdown notice if and when it
requires a drawdown. The Company has the option but not the
obligation to drawdown on part or all of the Facility. The Company
must use the funds advanced under the Facility to fund the working
capital requirements of the Company and its subsidiaries as
determined by the Company at its sole discretion.
Repayment and Conversion
Repayment
Unless otherwise converted, the Company must repay each Loan
Tranche on the first anniversary of the advance by the Lender of
the applicable Loan Tranche for each Tranche ("Maturity Date"). The
Company may prepay the whole or part of the Facility on any day
prior to the Maturity Date for a Loan Tranche upon giving not less
than 14 days' prior written notice to the Lender and paying in cash
a prepayment fee of 5% of the amount which the Borrower prepays in
cash before the Maturity Date. The Lender can during the 14 days'
notice period make an election for all or part of the Loan subject
to a prepayment notice to be repaid in Shares in which case the 5%
fee shall not apply to that proportion of the Loan repaid in
Shares.
Conversion of Loan Tranche by Lender
The Lender may at any time during the Facility Period elect to
convert all or part of any drawn down amount into such number of
new Bezant Ordinary Shares of GBP0.00002 each ("Shares") equal to
the amount of the Loan Tranche that is to be repaid at the date of
the election, divided by the agreed and fixed conversion price for
the relevant Loan Tranche (the "Conversion Shares"). The conversion
prices applicable to each of the tranches ("Conversion Prices") are
fixed and as follows:
-- 0.19 pence per Share for Loan Tranche 1;
-- 0.225 pence per Share for Loan Tranche 2; and
-- 0.25 pence per Share for Loan Tranche 3.
The closing share price on 22 November 2021 the latest
practicable date prior to this announcement was 0.17 pence per
Share and the placing price of the GBP1.2M placing announced on 21
October 2021 was 0.13 pence per Share.
Conversion of Loan by the Borrower
The Company may at any time during the Loan Period elect to
convert all or part of a Loan Tranche if the share price exceeds
0.35 pence for a period of five or more business days.
Interest and Fees
The Loan is interest free. The Lender shall be paid an
arrangement fee of 7% of the amount of the Facility to be settled
by the issue of 50,000,000 new Shares ("Facility Fee Shares")
credited as fully paid at an issue price of 0.14 p per Share (being
the lower of the Five Day VWAP of 0.155 pence on the date of
signing the Facility and 0.14 pence per Share).
On the drawdown of any Loan Tranche the Lender shall be paid a
further fee of 2% of the amount of the relevant Loan Tranche which
is to be settled by the issue of new Shares credited as fully paid
at the f ive -d ay VWAP on the date of the relevant Loan d rawdown
n otice .
Shareholding restriction
In the event that conversion of all or part of a Loan Tranche
into Conversion Shares would result in the Lender, its associates
and any person(s) acting in concert with the Lender owning more
than 20% of the issued share capital of the Company as enlarged by
the issue of the Conversion Shares (the "Shareholding Limit")
then:
-- The Company must convert any portion of the Loan and issue
such number of Conversion Shares to the Lender that would not
constitute a breach of the Shareholding Limit; and
-- in respect of the portion of the Loan repayment not converted
(the "Unconverted Portion"), the Borrower must pay the Lender the
Unconverted Portion in cash on or before the Maturity Date.
No short selling
The Lender has confirmed that neither the Lender nor its
associates will short sell the Company's Shares from the date of
the Facility agreement until the later of:
-- six months from Loan Tranche Three drawdown date; and
-- the repayment of the Loan.
Admission to AIM
Application will be made for the 50,000,000 Facility Fee Shares,
which will rank pari passu in all respects with the Company's
existing Shares, to be admitted to trading on AIM (" Admission ").
The Admission is expected to become effective on or around 29
November 2021. The Facility Fee Shares will represent 1% of the
Company's issued share capital as enlarged by the issue of the
Facility Fee Shares.
Total Voting Rights
On Admission of the New Shares, the Company will have
4,913,028,538 Ordinary Shares in issue with voting rights. Bezant
does not currently hold any shares in treasury. Accordingly, this
figure of 4,913,028,538 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 in their interest in, the share capital of the
Company under the FCA's Disclosure Guidance and Transparency
Rules.
Warrants
On the drawdown of any Loan Tranche, the Lender shall be issued
three year warrants over Shares with a face value at the warrant
exercise price equal to 50% of the amount drawn down under the Loan
Tranche. The exercise price for the warrants applicable to each of
the tranches are as follows:
-- 0.25 pence per share for the drawdown of Tranche 1;
-- 0.30 pence per share for the drawdown of Tranche 2; and
-- 0.32 pence per share for the drawdown of Tranche 3.
If there are no drawdown's under two or more of the Loan
Tranches then on 1 November 2022 which is 6 months after the Loan
Tranche Three Drawdown Date of 1 May 2022 the Company will issue a
three year warrant to the Lender for an amount equal to 25% of the
Working Capital Facility Amount that has not been drawndown with an
exercise price of 0.32 pence per share.
Further AIM Disclosures
On 24 January 2020, the Company announced it was notified that
the ultimate beneficial holder of the 239,000,000 shares in the
Company, then representing 18.82% of the Company's issue share
capital as reported in the Form TR-1 submitted by Tavira Securities
Ltd, as announced on 6 January 2020 was Sanderson Capital Partners
Ltd. Sanderson Capital Partners Ltd have confirmed that they and
associates current hold 186,469,231 shares in the Company
representing 3.8% of the Company's current issued share capital.
Following the issue of the 50,000,000 Facility Fee Shares,
Sanderson will be interested in 236,469,231 Shares representing
4.81% of the Company's enlarged issued share capital on
Admission.
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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END
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November 23, 2021 02:00 ET (07:00 GMT)
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