Final Results

28 June 2024

Bezant Resources Plc

("Bezant" or the "Company")

Final Results for period to 31 December 2023

Bezant Resources plc ("Bezant" or the "Company"), the exploration and resource development company with projects located in Namibia, Botswana, Zambia and Argentina and an investment in a project in the Philippines reports its audited full year results for the year ended 31 December 2023.

The Annual Report and Financial Statements for the year ended 31 December 2023 are being sent to shareholders and will shortly be available on the Company's website https://www.bezantresources.com/

Please note that page references in the text below refer to the page numbers in the Annual Report and Financial Statements.

The audited financial information contained in this announcement does not constitute the Company's full financial statements for the year ended 31 December 2023, but is derived from those financial statements, approved by the board of directors. The auditors' report on the 2023 financial statements was unqualified and did not contain any statement under section 498(2) or (3) of the Companies Act 2006 but did as in 2022 contain a 'material uncertainty' paragraph relating to going concern.  The full audited financial statements for the year ended 31 December 2023 will be delivered to the Registrar of Companies and filed at Companies House.

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).

or visit http://www.bezantresources.com

Beaumont Cornish Limited ("Beaumont Cornish") is the Company's Nominated Adviser and is authorised and regulated by the FCA. Beaumont Cornish's responsibilities as the Company's Nominated Adviser, including a responsibility to advise and guide the Company on its responsibilities under the AIM Rules for Companies and AIM Rules for Nominated Advisers, are owed solely to the London Stock Exchange. Beaumont Cornish is not acting for and will not be responsible to any other persons for providing protections afforded to customers of Beaumont Cornish nor for advising them in relation to the proposed arrangements described in this announcement or any matter referred to in it.

Chairman's Statement

Dear Shareholder,

The year under review has seen our portfolio projects advance despite the adverse operating conditions for emerging mining and exploration companies.  The war in Ukraine has continued and another conflict has emerged in the Middle East, following the October the 7^th Hamas attack on Israel. 

The financial world during the period saw interest rates rising with a view to preventing rampant inflation, which was evident globally.  Whilst most developed economies have seen the effects of interest rates lowering inflation, in most cases the 2-3% inflation level has not been met.   In particular, the United States of America, remains concerned about inflation and expected interest rate decreases have not occurred and even though remote the spectre of further increases is not out of the question.

Against the aforementioned the world is viewed by investors as a very uncertain place to be, which by default makes investors risk averse and fearful. 

In contrast many developed countries stock markets are at an all-time high and the returns on deposits are very acceptable compared to the last 15 years.  High deposit interest rates and buoyant senior stock market levels do very little for the smaller company world and the resource smaller companies have suffered to an extent not witnessed by myself in my entire public company career. 

Recently, we began to see potential for smaller company correction.  Firstly, by the increase in the copper price and secondly, by the M&A activity in the large-scale mining arena.  The Board feel that it is just a matter of time for the investment world to wake up to the reality that copper is today's oil and that the supply side is severely threatened by a lack of investment, which will inevitably result in strong M&A activity in the smaller resource company sector. Our portfolio is copper dominated and as such is well positioned to enjoy any benefits that would accrue from such M&A activity.

The Hope and Gorob [1] project in particular, is well positioned with a total Mineral resource of some 15 million tonnes (gross)_at a grade of 1.2% Cu with total gold to be assessed with further drilling.  Previous gold values ranged in the 0.2-0.4 g/t.  The area between Hope and Gorob is some 17km in extent and it is our opinion that the potential for mineralisation exists along the entire extent.  We are fortunate in that we have multiple boreholes, which were targeted at +150m depth in the misguided belief that any ore above 150m will be oxide and therefore untreatable in the 1970s. Our drilling suggests that the deposit is almost entirely sulphide to surface, thus providing the opportunity for a homogeneous ore that can be processed a single type plant. 

During the period under review in Namibia we have performed more drilling with a view to maximising the open pit potential and starting a mine consisting of multiple open pits, feeding a common plant.  We have considered ore-sorting as a means of upgrading the ore for treatment at nearby plants and our test work suggests that the ore is very suitable for this route.  We have also submitted an application for a mining licence and await the decision of the ministry in this regard. The Namibian authorities have a rigorous process for reviewing mining applications regardless of the size of the proposed mining operations and the

Company's management have engaged with and met with senior officials at the Ministry of Mines and Energy on several occasions to provide the information requested and present the Company's plans as part of the ongoing application review process and in anticipation of the issue of the mining licence the Company has been conducting various technical and other studies,

Additionally, we have had multiple discussions with financiers and feel confident that we are able to procure the finance to commence mining at an annualised rate of some 8,000 t/a, of copper whilst we continue to explore the entire strike length with a view to identifying world-class copper/gold resource.

In Botswana the Kanye battery manganese Project was subjected to further metallurgical test work the results of which demonstrated high sulphuric acid leaching potential.  The test work showed fast leach kinetics with manganese recoveries after 1 hour as high as 90.7%.  Overall, the Kanye project has the potential to be viable with the task now being to develop sufficient resources to justify the building of a dedicated plant. We intend in the latter part of this year to commit a drilling programme to further define the extent and grade of additional ore.

At the time of writing, we have 22.96% interest in IDM International Limited ("IDM") (see note 11.1) the holding company for the Mankayan Project in the Philippines.  This project without a doubt is one of the most advance projects containing some 2.8 million tonnes of Cu and 9.7million oz of gold with 21 million oz of silver.  Since the granting of the 25-year mining licence, the controlling shareholder, IDM has made significant progress with the community and ongoing technical evaluation. 

The increasing copper price together with a resilient gold price makes this project one of the most advanced and compelling projects globally.  The original arrangement with IDM was to monetise this project in the mid- to long term and the technical potential together with improving country amenability to mining makes the outcome of monetisation likely in the short to mid-term future.

We continued to maintain the Eureka licence in Argentina but are becoming increasingly sensitive to negative political pressures surrounding the mining business and business in general in Argentina.  There is increasing evidence of political unrest and in such an environment it is difficult to prove and develop mines.  Accordingly, we have reluctantly made an impairment provision (note 5) against this project since our main focus is on southern Africa where we feel confident to spend shareholders money against normal technical risks and not expose shareholders to undue political risk.

On the 10^th of June 2024, as a post balance sheet event, we announced a collaborative agreement with PCB Mining Limited ("PCB") a Zambian company in relation to its small-scale exploration licence 24988-HQ-LEL in Zambia ("PCB Project").  This agreement allows for Bezant to carry out a review and development plan for the entire licence area, and assist PCB in obtaining finance for a restart and the appointment of a mine contractor to earn a 15% interest in the PCB Project.  Should Bezant so wish, it could match any terms provided by a mining contractor to attain an overall 40% interest, inclusive of the aforementioned 15%. 

The PCB Project licence area is considered to have excellent potential as evidenced by significant artisanal mining and additionally we have identified a 6m wide vein whose continuity exists has been identified, but the extent is yet to be determined. In essence, the overall, gold potential of the area is high and warrants further investigation with the potential for a small-scale gold mine in the interim.

I would like to thank my fellow directors and colleagues for their hard work, dedication and original thinking as it has been a particularly difficult year for the Company and the junior listed mining sector.  I look forward to improving financial operating conditions for our sector and remain convinced that the underlying fundamentals for base metals will eventually create the environment where small miners will prosper for the benefit of their shareholders.

Yours sincerely,

Mr Colin Bird

Executive Chairman

27 June 2024

Board of directors

For the year ended 31 December 2023

Mr Colin Bird (Executive Chairman) (Appointed 2 March 2018)

Experience and Expertise

Executive Chairman Colin is a chartered mining engineer and a Fellow of the Institute of Materials, Minerals and Mining with more than 40 years' experience in resource operations management, corporate management, and finance.  Colin has multi commodity mine management experience in Africa, Spain, Latin America and the Middle East. He has been the prime mover in a number of public company listings in the UK, Canada and South Africa. His most notable achievement was founding Kiwara Resources Plc and selling its prime asset, a copper property in Northern Zambia, to First Quantum Minerals for US$260 million in November 2009 which closed in January 2010.

Other current directorships

Includes African Pioneer Plc, Kendrick Resources Plc, Bird Leisure and Admin (Pty) Ltd, Galileo Resources Plc, Galileo Resources South Africa (Pty) Ltd, Glenover Phosphate (Pty) Ltd, Holyrood Platinum (Pty) Ltd, Lion Mining Finance Ltd , Mitte Resources Investment Ltd, New Age Metals Inc, Revelo Resources Corp, Sandown Holdings, Shamrock Holdings Inc, Tiger Resource Finance Plc,  Umhlanga Lighthouse Café CC, Virgo Business Solutions (Pty) Ltd, Xtract Resources Plc, Camel Valley Holdings Inc, Crocus-Serv Resources (Pty) Ltd,  Africibum (Pty) Ltd, Enviro Zambia Ltd, and Eureka Mine International Ltd.

Former directorships in the last 5 years

Braemore Resources Ltd, Camel Valley Holdings Inc, Crocus-Serv Resources (Pty) Ltd, Dullstroom Plats (Pty) Ltd, Enviro Mining Ltd, Enviro Processing Ltd, Enviro Props Ltd, Galagen (Pty) Ltd, Kabwe Operations Mauritius, Maude Mining & Exploration (Pty) Ltd, NewPlats (Tjate) (Pty) Ltd, Newmarket Holdings, Tjate Platinum Corporation (Pty) Ltd, Windsor Platinum Investments (Pty) Ltd, Windsor SA Pty Ltd, Tara Bar and Restaurant CC, Add X Trading 810 CC, Afminco (Pty) Ltd, Dialyn Café CC, Emanual Mining and Exploration (Pty) Ltd, Europa Metals Ltd, Isigidi Trading 413 CC, Jubilee Metals Group Plc, Jubilee Smelting & Refining (Pty) Ltd, Jubilee Tailings Treatment Company (Pty) Ltd, M.I.T. Ventures Group, Mokopane Mining & Exploration (Pty) Ltd, NDN Properties CC, Orogen Gold Plc, Pilanesberg Mining Co (Pty) Ltd, Pioneer Coal (Pty) Ltd, PowerAlt (Pty) Ltd, SacOil Holdings Ltd, Sovereign Energy Plc, Thos Begbie Holdings (Pty) Ltd, Mistral Resource Development Corporation ltd, Galileo Resources South Africa (Pty) Ltd and Holyrood Platinum (Pty) Ltd.

Special responsibilities

Executive Chairman of the Board & Remuneration Committee and member of the Audit Committee.

Interests in shares and options

480,000,655 ordinary shares in the capital of the Company.

30,769,231 warrants expiring on 4 November 2024 which give the right to subscribe for ordinary shares at a price of 0.25p per share.

60,000,000 warrants expiring on 18 December 2026 which give the right to subscribe for ordinary shares at a price of 0.06p per share.

Interests in shares and options (continued)

The following options over ordinary shares in the Company which all expire 21 June 2028

12,500,000 at an exercise price of 1 pence.

15,000,000 at an exercise price of 0.5 pence.

24,000,000 at an exercise price of 0.425 pence per share.

24,000,000 at an exercise price of 0.564 pence per share.

40,000,000 at an exercise price of 0.08 pence per share **

40,000,000 at an exercise price of 0.06 pence per share **

** Not yet vested. Will vest upon a material corporate event as determined by the remuneration committee (Corporate Event) but would include a change of control, sale of a project, granting of a mining licence of the Group's Hope and Gorob project in Namibia, obtaining of financing for the proposed mine at Hope and Gorob and similar events

Dr. Evan Kirby (Non-Executive Director) (Appointed 4 December 2008)

Experience and Expertise

Dr Kirby, is a metallurgist with over 40 years of international involvement. He worked initially in South Africa for Impala Platinum, Rand Mines and then Rustenburg Platinum Mines. Then in 1992, he moved to Australia to work for Minproc Engineers and then Bechtel Corporation. After leaving Bechtel in 2002, he established his own consulting company to continue with his ongoing mining project involvement. Evan's personal "hands on" experience covers the financial, technical, engineering and environmental issues associated with a wide range of mining and processing projects.

Other current directorships

Non-executive director of Europa Metals Ltd (listed on AIM and AltX of the JSE) and Kendrick Resources Plc (listed on LSE), and Director of private companies, Metallurgical Management Services Pty Ltd

Former directorships in the last 5 years

Technical director of Jubilee Metals Group PLC (Aim traded), Balama Resources Pty Ltd (Private Company, formerly ASX listed New Energy Minerals Limited and originally Mustang Resources Limited).

Special responsibilities

Chairman of the Audit Committee and member of the Remuneration Committee.

Interests in shares and options

44,376,729 fully paid ordinary shares in Bezant Resources Plc.

The following options over ordinary shares in the Company which all expire 21 June 2028

2,500,000 at an exercise price of 1 pence.

5,000,000 at an exercise price of 0.5 pence.

10,000,000 at an exercise price of 0.425 pence per share.

10,000,000 at an exercise price of 0.564 pence per share.

10,000,000 at an exercise price of 0.08 pence per share **

10,000,000 at an exercise price of 0.06 pence per share **

** Not yet vested. Will vest upon a material corporate event as determined by the remuneration committee (Corporate Event) but would include a change of control, sale of a project, granting of a mining licence of the Group's Hope and Gorob project in Namibia, obtaining of financing for the proposed mine at Hope and Gorob and similar events

Mr Ronnie Siapno (Non-Executive Director) (Appointed 25 October 2007)

Experience and Expertise

Mr Siapno, graduated from the Saint Louis University in the Philippines in 1986 with a Bachelor of Science degree in Mining Engineering and is a lifetime member of the Philippine Society of Mining Engineers. Since graduation, he has held various consulting positions such as Mine Planning Engineer to Benguet Exploration Inc., Mine Production Engineer to Pacific Chrome International Inc., Exploration Engineer to both Portman Mining Philippines Inc. and Phoenix Resources Philippines Inc. and Geotechnical Engineer to Pacific Falkon Philippines Inc.

Other current directorships

President of Crescent Mining and Development Corporation and Director of Bezant Holdings Inc. Non-Executive President and Director of Cleangrean Solutions, Inc.

Former directorships in the last 5 years

Former director of Asean Copper Investment Ltd.

Special responsibilities

Member of the Remuneration Committee.

Interests in shares and options

1,333,334 fully paid ordinary shares in Bezant Resources Plc.

The following options over ordinary shares in the Company which all expire 21 June 2028

5,000,000 at an exercise price of 1 pence per share.

7,500,000  at an exercise price of 0.5 pence per share.

5,000,000 at an exercise price of 0.425 pence per share.

5,000,000 at an exercise price of 0.564 pence per share.

Mr Raju Samtani (Finance Director) (appointed 26 October 2020)

Experience and Expertise

Mr. Samtani is an Associate Chartered Management Accountant and also currently Finance Director of AIM traded Tiger Royalties and Investments Plc and standard listed African Pioneer Plc.  Mr. Samtani's previous experience includes being one of the  founder shareholders and Finance Director of Kiwara Plc which was acquired by First Quantum Minerals Ltd in January 2010. Earlier in his career he spent three years as Group Financial Controller at marketing services agency - WTS Group Limited ("WTS"), where he was appointed by the Virgin Group to oversee their investment in WTS. During the course of his career, Raju has been involved in senior managerial positions for several AIM/Johannesburg Stock Exchange listed companies predominantly in the natural resource sector and has also had roles in FCA compliance work in the investment business sector.

Other current directorships

Myning Ventures Ltd

Former directorships in the last 5 years

None

Special responsibilities

Mr. Samtani is the Company's Finance Director and member of the Audit Committee.

Interests in shares and options

200,611,078 fully paid ordinary shares in Bezant Resources Plc.

48,000,000 warrants expiring on 18 December 2026 which give the right to subscribe for ordinary shares at a price of 0.06p per share.

The following options over ordinary shares in in the Company which all expire 21 June 2028

20,000,000 at an exercise price of 0.425 pence per share.

20,000,000 at an exercise price of 0.564 pence per share.

12,500,000 at an exercise price of 0.08 pence per share **

12,500,000 at an exercise price of 0.06 pence per share **

** Not yet vested. Will vest upon a material corporate event as determined by the remuneration committee (Corporate Event) but would include a change of control, sale of a project, granting of a mining licence of the Group's Hope and Gorob project in Namibia, obtaining of financing for the proposed mine at Hope and Gorob and similar events

Mr Edward Slowey (Technical Director) (appointed 26 October 2020)

Experience and Expertise

Mr. Slowey holds a BSc degree in Geology from the National University of Ireland and is a founder member of The Institute of Geology of Ireland. Mr. Slowey has more than 40 years' experience in mineral exploration, mining and project management including working as a mine geologist at Europe's largest zinc mine in Navan, Ireland and was exploration manager for Rio Tinto in Ireland for more than a decade, which led to the discovery of the Cavanacaw gold deposit. Mr. Slowey is an experienced exploration geologist, having worked in Africa, Europe, America and the FSU and his experience includes joint venture negotiation, exploration programme planning and management through to feasibility study implementation for a variety of commodities. As a professional consultant, Mr. Slowey's work has included completion of CPR's and 43-101 technical reports for international stock exchange listings and fundraising, while also undertaking assignments for the World Bank and European Union bodies. Mr. Slowey has also served as director of several private and public companies, including the role of CEO and Technical Director at AIM-listed Orogen Gold Plc which discovered the Mutsk gold deposit in Armenia.

Other current directorships

Silver Investments Limited

Galileo Resources plc

St Vincent Minerals US Inc

Camel Valley Holdings Inc

Crocus-Serv Resources Pty Ltd

Virgo Business Solutions Pty Ltd

St Vincent Minerals Inc

Former directorships in the last 5 years

None

Special responsibilities

Mr. Slowey is the Company's Technical Director with oversight over the Company's projects.

Interests in shares and options

44,625,000 fully paid ordinary shares in Bezant Resources Plc.

The following options over ordinary shares in the Company which all expire 21 June 2028

20,000,000 at an exercise price of 0.425 pence per share.

20,000,000 at an exercise price of 0.564 pence per share.

22,500,000 at an exercise price of 0.08 pence per share **

22,500,000 at an exercise price of 0.06 pence per share **

** Not yet vested. Will vest upon a material corporate event as determined by the remuneration committee (Corporate Event) but would include a change of control, sale of a project, granting of a mining licence of the Group's Hope and Gorob project in Namibia, obtaining of financing for the proposed mine at Hope and Gorob and similar events

Strategic report

For the year ended 31 December 2023

Principal activity

The Company is registered in England and Wales, having been first incorporated on 13 April 1994 under the Companies Act 1985 with registered number 02918391 as a public company limited by shares, in the name of Yieldbid Public Limited Company. On 19 September 1994, the Company changed its name to Voss Net Plc, with a second change of name to that of Tanzania Gold Plc on 27 September 2006. On 9 July 2007, the Company adopted its current name of Bezant Resources Plc.

The Company was listed on AIM, a market operated by the London Stock Exchange, on 14 August 1995.

The principal activity of the Group is natural resource exploration, development and beneficiation.

Its FTSE Sector classification is that of Mining and FTSE Sub-sector that of Gold Mining.

Review of Business and future prospects

The Chairman's statement contains a review of 2023 and refers to the Company's focus on its copper and gold asset portfolio. During the coming year the Company intends to focus on its projects in Southern Africa where the Company has projects in Namibia, Botswana and Zambia, and completing a joint venture transaction or exploring its Argentina project and its investment in the Philippines but will also consider other opportunities consistent with its copper and gold focus in Southern Africa.

Principal risks and uncertainties facing the Company

The principal risks and uncertainties facing the Company are disclosed in the Directors' report on pages 21 to 23.

Performance of the Company

The Company is an exploration entity whose assets comprise early-stage projects that are not yet at the production stage. Currently, no revenue is generated from such projects. The key performance indicators for the Company are therefore linked to the achievement of project milestones and exploration activity as detailed in note 12.1 to increase overall enterprise value.

Directors' section 172 statement

The following disclosure describes how the Directors have had regard to the matters set out in section 172 and forms the Directors' statement required under section 414CZA of The Companies Act 2006. This reporting requirement is made in accordance with the new corporate governance requirements identified in The Companies (Miscellaneous Reporting) Regulations 2018, which apply to company reporting on financial years starting on or after 1 January 2019.

The matters set out in section 172(1) (a) to (f) are that a Director must act in the way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole, and in doing so have regard (amongst other matters) to:

a.   the likely consequences of any decision in the long term.

b.   the interests of the Company's employees.

c.   the need to foster the Company's business relationships with suppliers, customers and others;

d.   the impact of the Company's operations on the community and the environment;

e.   the desirability of the Company maintaining a reputation for high standards of business conduct; and

f.    the need to act fairly between members of the Company.

The analysis is divided into two sections, the first to address Stakeholder engagement, which provides information on stakeholders, issues and methods of engagement. The second section addresses principal decisions made by the Board and focuses on how the regard for stakeholders influenced decision-making.

Section 1: Stakeholder mapping and engagement activities within the reporting period

The Company continuously interacts with a variety of stakeholders important to its success, such as equity investors, employees, government bodies, local community and professional service providers. The Company works within the limitations of what can be disclosed to the various stakeholders with regards to maintaining confidentiality of market and/or commercially sensitive information.

Section 2: Principal decisions by the board post year end

Principal decisions are defined as both those that have long-term strategic impact and are material to the Group, but also those that are significant to key stakeholder groups. In making the following principal decisions, the Board considered the outcome from its stakeholder engagement, the need to maintain a reputation for high standards of business conduct and the need to act fairly between the members of the Company. The Company makes regular announcements of decisions that strategically impact the Company with decisions during the year being reported in the Chairman's letter to shareholders (page 4) and Directors' report on page 16.  Decisions post the year end are referred to in note 25 to the financial statements which is a summary of post balance sheet events.

On behalf of the Board

Mr Colin Bird

Executive Chairman

27 June 2024

Directors' report

For the year ended 31 December 2023

The Directors present their report together with the audited financial statements of Bezant Resources Plc (the "Company") and its subsidiary undertakings (together, the "Group" or "Bezant") for the year ended 31 December 2023.

The principal activity, review of the business and future development disclosures are contained in the Chairman's Statement on page 4 and the Strategic Report on page 12.

Results and dividends

The Group's results for the year are set out in the financial statements. The Directors do not propose recommending any distribution by way of dividend for the year ended 31 December 2023.

Directors

The following directors have held office during and subsequent to the reporting year:

Colin Bird

Ronnie Siapno

Evan Kirby

Raju Samtani

Edward Slowey

Directors' interests

The beneficial and non-beneficial interests of the current directors and related parties in the Company's shares as at the date of this report are as follows:

Directors' Warrants

The following warrants have been issued to Colin Bird and Raju Samtani.

Colin Bird:

30,769,231 warrants expiring on 4 November 2024 which give the right to subscribe for ordinary shares at a price of 0.25p per share; and

60,000,000 warrants expiring on 18 December 2026 which give the right to subscribe for ordinary shares at a price of 0.06p per share.

Raju Samtani:

48,000,000 warrants expiring on 18 December 2026 which give the right to subscribe for ordinary shares at a price of 0.06p per share.

Directors' Share Options

The Company on 23 August 2018, 10 November 2020 and 15 March 2024 has announced the issue of options over ordinary shares of 0.002p each in the capital of the Company ("Ordinary Shares") pursuant to the Executive Share Option Scheme approved at the Company's Annual General Meeting held on 22 June 2018 ("2018 AGM") (the "Options"). The Options expire on 21 June 2028 being the ten year anniversary of the 2018 AGM.  Of the 727,500,000 Options awarded, 375,500,000 were awarded to the current directors of the Company as detailed in the table below.

Directors' Options

** Not yet vested. Will vest upon a material corporate event as determined by the remuneration committee (Corporate Event) but would include a change of control, sale of a project, granting of a mining licence of the Group's Hope and Gorob project in Namibia, obtaining of financing for the proposed mine at Hope and Gorob and similar events

Report on directors' remuneration and service contracts

This report has been prepared in accordance with the requirements of Chapter 6 of Part 15 of the Companies Act 2006 and describes how the Board has applied the principles of good governance relating to Directors' remuneration set out in the QCA Corporate Governance Code.

Executive remuneration packages are prudently designed to attract, motivate and retain Directors of the necessary calibre and to reward them for enhancing value to shareholders. The performance measurement of the Executive Directors and key members of senior management and the determination of their annual remuneration packages is undertaken by the Remuneration Committee. The remuneration of Non-Executive Directors is determined by the Board within limits set out in the Articles of Association.

Executive Directors are entitled to accept appointments outside the Company providing the Board's permission is sought.

Aside from the Finance Director whose fees in 2023 were £40,000, the other Directors are entitled to receive between £12,500 and £19,000 per annum as Directors' Fees along with relevant Consulting Fees as applicable, with the aggregate of Salary, Directors' Fees and Consulting Fees detailed in the Directors' Remuneration Summary Table on the next page and in note 22.

Each Director is also paid all reasonable expenses incurred wholly, necessarily and exclusively in the proper performance of his duties.

Pensions

The Group does not operate a pension scheme and has not paid any contributions to any pension scheme for Directors or employees.

Directors' remuneration

Remuneration of the Directors for the years ended 31 December 2023 and 2022 was as follows:

(1) Includes the issue on 6 January 2022 of 30,769,231 Warrants over ordinary shares exercisable at 0.25 pence per ordinary shares valid until 4 November 2024 as part settlement of outstanding fees of £ 80,000 which were valued at $17,969 using a Black and Scholes option pricing model using a risk-free rate of 0.25% and a volatility rate of 86.86%.

Notes:

1.   Mr Bird and Mr Samtani's Directors' fees include NIC and UK payroll tax.

2.   In accordance with the requirements of IFRS 2 Share-based Payments, the estimated fair value for the share options granted in 2020 (£273,142) was calculated using a Black and Scholes option pricing model. None of the 2020 share options have been exercised as they are out of the money. In the event that the share options are not exercised or forfeited before expiry, the option cost will be credited to the Profit and Loss or if expired will be added back to retained earnings. Note 18 to the accounts provides information on Share-based payments.

An amount of £15,250 was paid during 2023 (2022:  £15,000) to Lion Mining Finance Limited, a company controlled by C. Bird, for administration services and use of an office.

Environment, Health, Safety and Social Responsibility Policy Statement

The Company adheres to the above Policy, whereby all operations are conducted in a manner that protects the environment, the health and safety of employees, third parties and the entire local communities in general.

The Company is currently principally involved in exploration projects, located within, Namibia, Botswana and Argentina and has an equity investment in a project in the Philippines.

The Company is in the process of renewing its Environmental Impact Assessment approvals in respect of its "Eureka Project" in Argentina.

During the year, current operations were closely managed in order to maintain our policy aims, with no matters of concern arising. There have been no convictions in relation to breaches of any applicable legislation recorded against the Group during the year.

Substantial & Significant Shareholdings

The Company has been notified, in accordance with DTR 5 of the FCA's Disclosure Guidance and Transparency Rules, or is aware, of the following interests in its ordinary shares as at 21 June 2024 of those shareholders with a 3% and above equity holding in the Company based on the Company having 11,380,918,869 ordinary shares in issue on 21 June 2024 ("21 June 2024 Shares in Issue").

On 19 December 2023 Christian Cordier submitted a TR-1 notification to the Company that he has an indirect interest in 630,406,504 ordinary shares in relation to the following shareholdings Tonehill Pty Ltd acting for the ("aft") The Tonehill Trust 207,205,492 shares, Coreks Super Pty Ltd aft Coreks Superannuation Fund 151,163,350 shares and Breamline Pty Ltd aft Breamline Ministries 272,037,662 shares. Mr Cordier's interest represented 5.54% at the date of issue of the TR-1 and based on the 11,380,918,869  shares in issue on 21 June 2024.

On 5 March 2024 the Company announced that Sanderson Capital Partners Ltd had confirmed that they and associates as at that date were interested in 761,469,231 shares which representing 6.69% of the Company's issued share capital.

Political and charitable contributions

There were no political or charitable contributions made by the Group during the year ended 31 December 2023 (2022: nil).

Information to Shareholders - Website

The Company has its own website (www.bezantresources.com) for the purposes of improving information flow to shareholders, as well as to potential investors.

Statement of Directors' responsibilities

The Directors are responsible for preparing the financial statements in accordance with applicable laws and UK adopted International Accounting Standards. Company law requires the Directors to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the Group and of the Company and of the profit or loss of the Group for that year.

In preparing those financial statements, the Directors are required to:

-     select suitable accounting policies and then apply them consistently;

-     make judgements and estimates that are reasonable and prudent;

-     state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

-     prepare the financial statements on a going concern basis, unless it is inappropriate to presume that the Group will continue in business.

The Directors confirm that the financial statements comply with the above requirements.

The Directors are responsible for keeping adequate accounting records which at any time disclose with reasonable accuracy the financial position of the Company (and the Group) and enable them to ensure that the financial statements comply with the Companies Act 2006. The Directors are also responsible for safeguarding the assets of the Company (and the Group) and for taking steps for the prevention and detection of fraud and other irregularities.

In addition, they are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website.

Statement of disclosure to auditor

So far as all the Directors, at the time of approval of their report, are aware:

-     there is no relevant audit information of which the Company's auditors are unaware, and

-     the Directors have taken all steps that they ought to have taken as Directors in order to make themselves aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Auditors

UHY Hacker Young LLP have expressed their willingness to continue as the auditors of the Company, and in accordance with section 489 of the Companies Act 2006, a resolution to re-appoint them will be proposed at the Company's forthcoming Annual General Meeting.

Principal risks and uncertainties

The Group has identified the following risks to the ongoing success of the business and has taken various steps to mitigate these, the details of which in relation to its Continuing Operations are as follows: 

Risk of development, construction, mining operations and uninsured risks

The Group's ability to meet any production, timing and cost estimates for its properties cannot be assured. The Group does not currently have any mining operations.

The Group seeks to mitigate these risks in relation to exploration and mine planning activities by using the geological and mining expertise of Board members to oversee and plan exploration and mine planning activities and by engaging the services of reputable external geologists, mine engineering and other experts with appropriate skills and experience to provide exploration and mine planning services for the Group.

Furthermore, the business of mining is subject to a variety of risks such as actual production and costs varying from estimated future production, cash costs and capital costs; revisions to mine plans; risks and hazards associated with mining; natural phenomena; unexpected labour shortages or strikes; delays in permitting and licensing processes; and the timely completion of expansion projects, including land acquisitions required for the expansion of operations from time to time.  Geological grade and product value estimations are based on independent resource calculations, studies and historical sales records.

Geological risk factors and adverse market conditions could cause actual results to materially deviate from estimated future production and revenue.  Failure to achieve production or cost estimates or material increases in costs could have an adverse impact on the future business, cash flows, profitability, results of operations and financial condition.  While steps, such as production and mining planning are in place to limit these risks, occurrences of such incidents do exist and should be noted.

Licensing and title risk

Governmental approvals, licences and permits are, as a practical matter, subject to the discretion of the applicable governments or government offices. The Group must generally and specifically in relation to future projects comply with known standards, existing laws and regulations that may entail greater or lesser costs and delays depending on the nature of the activity to be permitted and the interpretation of the laws and regulations by the permitting authorities. New laws and regulations, amendments to existing laws and regulations, or more stringent enforcement could have a material adverse impact on the Group's result of operations and financial condition. The Group's exploration activities are dependent upon the grant of appropriate licences, concessions, leases, permits and regulatory consents which may be withdrawn or made subject to limitation.

There is a risk that negotiations with the relevant government in relation to the renewal or extension of a licence may not result in the renewal or grant taking effect prior to the expiry of the previous licence and there can be no assurance as to the terms of any extension, renewal or grant. This is a risk that all resource companies are subject to, particularly when their assets are in emerging markets. The Group continually seeks to do everything within its control to ensure that the terms of each licence are met and adhered to.

Currency risk

The Group reports its financial results and maintains its accounts in Pounds Sterling, the currency in which the Group primarily operates. The Group's operations in Namibia, Botswana and Argentina and an equity investment in a project in the Philippines held via an Australian company make it subject to foreign currency fluctuations and such fluctuations may materially affect the Group's financial position and results (see note 16). The Group does not have any currency hedges in place and is exposed to foreign currency movements but seeks to mitigate this risk by converting funds from Pounds Sterling to other currencies when making material commitments in other currencies.

Copper-gold price volatility

The Group's operations and any future revenue is significantly affected by changes in realisable copper-gold prices. The price of copper-gold is denominated in US$ and can fluctuate widely and is affected by numerous factors beyond the Group's control, including demand, inflation and expectations with respect to the rate of inflation, the strength of the US$ and of other currencies, interest rates, global or regional political or financial events, and production and cost levels. The Group does not have any commodity price hedges in place as it is not mining and does not produce any copper and its investment in exploration projects are exposed to fluctuations in the prices of underlying commodities.

Economic, political, judicial, administrative, taxation or other regulatory factors

The Group's assets are located in Namibia, Botswana and Argentina and it has an equity investment in a project in the Philippines held via an Australian company and mineral exploration and mining activities may be affected to varying degrees by political stability and government regulations relating to the mining industry. During the period an impairment provision was made against the Group's Eureka project in Argentina as there is increasing evidence of political unrest in Argentina and in such an environment it is difficult to prove and develop mines. 

The Group is exposed to sovereignty risks relating to potential changes of local Governments and possible subsequent changes in jurisdiction concerning the maintenance or renewal of licences and the equity position permitted to be held in the Company's subsidiaries. Which the group seeks to mitigate by working with local advisors and / or partners familiar with the local regulatory environment. 

Loss of critical processes

The Group's future mining, processing, development and exploration activities depend on the continuous availability of the Group's operational infrastructure, in addition to reliable utilities and water supplies and access to roads.

Any failure or unavailability of operational infrastructure, for example, through equipment failure or disruption, could adversely affect future production output and/or impact exploration and development activities. The group would seek to mitigate this risk by ensuring that access to operational infrastructure is included in any pre mining feasibility studies.

Future funding requirements

As referred to in note 1.1 of these financial statements, the Group made a loss from all operations for the year ended 31 December 2023 after tax of £6,106,000 after a fair value adjustment loss of £110,000 (see note 11) and an impairment provision of £ 4,774,000 (note 5) (2022 - profit of £1,436,000 but excluding a fair value adjustment gain of £2,133,000 the loss from all operations for 2022 after tax was  £697,000). The Group had negative cash flows from operations and is currently not generating revenues. Cash and cash equivalents were £560,000 as at 31 December 2023. On 5 March 2024 the Company announced that the repayment date for the £700,000 drawdown under the Sanderson Capital Facility Agreement had been extended to 31 July 2025.  An operating loss is expected in the year subsequent to the date of these accounts and 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.

Competition

The Group competes with numerous other companies and individuals, in the search for and acquisition of exploration and development rights on attractive mineral properties and also in relation to the future marketing and sale of precious metals. There is no assurance that the Group will continue to be able to compete successfully with its competitors in acquiring exploration and development rights on such properties and also in relation to the future marketing and sale of precious metals. 

Dependence on key personnel

The success of the Group is, and will continue to be, to a significant extent, dependent on retaining the services of the directors and senior management and the loss of one or more could have a materially adverse effect on the Group. A Group-wide share incentive scheme has been implemented.

Impact Of War in Ukraine

The Directors are aware of the war in Ukraine and related sanctions and there is no direct impact on the Company as it has no assets or business activities or suppliers with links in Ukraine or Russia and is not aware of any persons sanctioned in relation to the Ukraine conflict owning shares in the Company. An indirect impact of the conflict in Ukraine is the effect that the conflict and sanctions have had on energy and other prices as many countries are now experiencing inflation rates not experienced for several years and this may have an effect on the Company's costs. The Company seeks to mitigate this risk by obtaining quotes for and agreeing on material expenditure commitments in advance of engaging services so costs are known in advance but is not in a position to reduce inflation.

Going Concern

As disclosed in Note 1.1 to the accounts and the Corporate Governance Statement, 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 realise 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

Post Balance Sheet events

Subsequent events are disclosed in note 25 to the Accounts and summarised below:

On 5 March 2024 the Company announced that by an agreement dated 4 March 2024 it had agreed with Sanderson Capital Partners Limited ("Sanderson Capital" or the "Lender") to extend the repayment date for the £700,000 drawn down under the unsecured convertible loan funding facility entered into with Sanderson Capital on 22 November 2021 (the "Facility") (the "Agreement") to 31 July 2025 and that the £700,000 drawn down is now convertible by the Lender at the fixed price of 0.06 pence per share (the "New Conversion Price").

On 15 March 2024 the Company announced that, in aggregate, 447.5 million options over ordinary shares of 0.002 pence each in the capital of the Company ("Ordinary Shares") have been granted pursuant to the Executive Share Option Scheme approved at the Company's Annual General Meeting ("AGM") held on 22 June 2018 (the "Options"). Of the 447,500,000 Options, 170,000,000 have been awarded to directors of the Company, 125,000,000 to non-director PDMRs and the balance of 152,500,000, to other eligible participants. 223,750,000 Options have an exercise price of 0.06 pence per Ordinary Share and the balance of 223,750,000 Options have an exercise price of 0.08 pence per Ordinary Share.

The last award of Options by the Company was in November 2020 ("November 2020 Award"). Options awarded to existing option holders will vest upon a material corporate event as determined by the remuneration committee ("Corporate Event") but would include a change of control, sale of a project, granting of a mining licence at the Company's Hope and Gorob project in Namibia, obtaining of financing for the  proposed mine at Hope and Gorob and similar events.  The Options awarded to persons who do not already have options and who did not participate in the November 2020 Award have vested immediately.

PCB Mining exclusive collaboration agreement

As announced on 10 June 2024 On 7 June 2024 Bezant entered into an exclusive collaboration agreement with PCB Mining Limited ("PCB Mining") in relation to its small scale exploration licence 24988-HQ-LEL in Zambia ("PCB Licence"). Bezant will earn a 15% interest in the PCB Licence / PCB Mining by providing a project restart plan for PCB Mining and assisting PCB Mining in obtaining financing for the project restart. The key commercial terms are summarised in Note 25 and the original announcement.:

Relations with Shareholders

The Company plan to hold an Annual General Meeting in late July or August 2024 and the wording of each resolution to be tabled will be set out in a formal Notice of Annual General Meeting to be sent to shareholders.

Shareholders who are unable to attend the Annual General Meeting and who wish to appoint a proxy in their place must ensure that their proxy is appointed in accordance with the provisions set out in the Notice of Annual General Meeting.

On behalf of the Board

Mr Colin Bird

Executive Chairman

27 June 2024

Corporate governance

For the year ended 31 December 2023

As an AIM-traded company, Bezant Resources PLC ("Bezant" or the "Company") and its subsidiaries are required to apply a recognised corporate governance code and demonstrate how the Group complies with such corporate governance code and where it departs from it.

The Directors of the Company have formally taken the decision to adopt the QCA Corporate Governance Code (2018) (the "QCA Code"). The Board recognises the principles of the QCA Code, which focus on the creation of medium to long-term value for shareholders without stifling the entrepreneurial spirit in which small to medium sized companies, such as Bezant, have been created. The Company is committed to providing annual updates on its compliance with the QCA Code further details of which are set out below. The QCA code was updated in 2023 and applies to companies with financial years beginning on or after 1^st April 2024. The company will report against the new QCA code in 2025.

The Board

The Board comprises (for the time being) five Directors of which three are executive and two are non-executives, reflecting a blend of different experience and backgrounds. The Board considers Dr. Evan Kirby and Ronnie Siapno to be independent non-executives in terms of the QCA guidelines notwithstanding the period they have been in office given they do not have significant shareholdings in the Company. The Company's Executive Director is Colin Bird who is also Chairman of the Board. Given the stage of the Company's early-stage exploration mining projects and the experience of the Chair Mr. Bird in managing such international exploration mining projects and his familiarity with the Company's projects the Company believes that it is appropriate for the roles of Chairman and Chief Executive Officer to be combined at this stage. The Company will keep this under review as the Company's projects develop with a view to splitting the roles when it is clear which projects will become the principal activities of the Company and can justify the need for and benefit from a separate CEO. The Company will therefore consider making further appropriate appointments to the Board as and when considered appropriate.

The Board is responsible for determining policy and business strategy, setting financial and other performance objectives and monitoring achievement. It meets throughout the year and all major decisions are taken by the full Board. The Chairman takes responsibility for the conduct of the Company and Board meetings and ensures that directors are properly briefed to enable full and constructive discussions to take place. The Group's day-to-day operations are managed by the Executive Director Colin Bird as assisted by the Group Company Secretary in respect of corporate matters generally, compliance and company administration. All Directors have access to the Company's Solicitors, along with the Group Company Secretary and any Director needing independent professional advice in the furtherance of his/her duties may obtain this advice at the expense of the Group. However, no formal procedure has been agreed with the Board regarding the circumstances in which individual directors may take independent professional advice.

The Board is satisfied that it has a suitable balance between independence on the one hand, and knowledge of the Company on the other, to enable it to discharge its duties and responsibilities effectively, and that all Directors have adequate time to fulfil their roles.

Details of the current Directors, biographical details are set out above and start on page 7 and their roles and background are set out on the Company's website at www.bezantresources.com. The role of the Chairman is to provide leadership of the Board and ensure its effectiveness on all aspects of its remit to maintain control of the Group. In addition, the Chairman is responsible for the implementation and practice of sound corporate governance.

Under the Company's Articles of Association, the appointment of all new Directors must be approved by shareholders in a general meeting.  In addition, one third of Directors are required to retire and to submit themselves for re-election at each Annual General Meeting.

Application of the QCA Code

In the spirit of the QCA Code, it is the Board's task to ensure that the Group is managed for the long-term benefit of all shareholders and other stakeholders with effective and efficient decision-making. Corporate governance is an important part of that task, reducing risk and adding value to the Group. The Board will continue to monitor the governance framework of the Group as it grows.

Bezant is an exploration entity whose assets comprise early-stage projects that are not yet at the production stage. It currently has interests in two copper-gold projects, in Namibia and Argentina and has an equity investment in a copper - gold project in the Philippines an interest in a manganese project in Botswana. Currently, no revenue is generated from such projects. The Company seeks to promote long-term value creation for its shareholders by leveraging the technical knowledge and experience of its directors and senior management to develop and realise value from its projects. The key performance indicators for the Company are therefore linked to the achievement of project milestones and the increase in overall enterprise value which could be through a combination of the development of these projects by the Company or with joint venture or other partners and / or the sale of the projects.

All operations are conducted in a manner that protects the environment and the health and safety of employees, third parties and local communities in general.  Bezant believes that a successful project is best achieved through maintaining close working relationships with local communities, such social ideology being at the forefront of all of Bezant's exploration initiatives via establishing and maintaining co-operative relationships with local communities, hiring local personnel and using local contractors and suppliers. Where issues are raised, the Board takes the matters seriously and, where appropriate, steps are taken to ensure that findings are integrated into the Company's strategy.

Careful attention is given to ensure that all exploration activity is performed in an environmentally responsible manner and abides by all relevant mining and environmental acts. Bezant takes a conscientious role in all of its operations and is aware of its social responsibility and its environmental duty.

Both the engagement with local communities and the performance of all activities in an environmentally and socially responsible way are closely monitored by the Board which ensures that ethical values and behaviours are recognised.

Corporate Governance Committees

The Board has established two committees comprising Non-Executive Directors and Executive Directors.

The composition of the committees is as follows:

The Audit Committee

The audit committee receives reports from management and the external auditors relating to the interim report and the annual report and financial statements, reviews reporting requirements and ensures that the maintenance of accounting systems and controls is effective.

The audit committee has unrestricted access to the Company's auditors. The audit committee also monitors the controls which are in force and any perceived gaps in the control environment.

The Board believes that the current size of the Group does not justify the establishment of an independent internal audit department.

The Audit Committee meets twice during the year to review the published financial information, the effectiveness of external audit and internal financial controls including the specific matters set out below.

Significant issues considered by the Audit Committee during the year have been the Principal Risks and Uncertainties and their effect on the financial statements. The Audit Committee tracked the Principal Risks and Uncertainties through the year and kept in contact with the Group's Management, External Service Providers and Advisers. The Audit Committee is satisfied that there has been appropriate focus and challenge on the high-risk areas.

UHY Hacker Young LLP, the current external auditors, have been in office since 2007 which was the last time a tender for the audit took place. The external auditors present their annual audit findings to the audit committee.

Remuneration Committee

The Remuneration Committee determines the scale and structure of the remuneration of the executive Directors and approves the granting of options to Directors and senior employees and the performance related conditions thereof.  The Remuneration Committee also recommends to the Board a framework for rewarding senior management, including Executive Directors, bearing in mind the need to attract and retain individuals of the highest calibre and with the appropriate experience to make a significant contribution to the Group and ensures that the elements of the remuneration package are competitive and help in underpinning the performance-driven culture of the Group.

The Company does not currently have a separate Nominations Committee, with the entire Board involved in the identification and approval of Board members which the Board considers to be appropriate given the Company's size and nature, but it will continue to monitor the situation as it grows.

Internal control

The Board is responsible for establishing and maintaining the Group's system of internal control.  Internal control systems manage rather than eliminate the risks to which the Group is exposed and such systems, by their nature, can provide reasonable but not absolute assurance against misstatement or loss. There is a continuous process for identifying, evaluating and managing the significant risks faced by the Group. The key procedures which the Directors have established with a view to providing effective internal control, are as follows:

¨   Identification and control of business risks

The Board identifies the major business risks faced by the Group and determines the appropriate course of action to manage those risks.

¨   Budgets and business plans

Each year the Board approves the business plan and annual budget. Performance is monitored and relevant action taken throughout the year through the regular reporting to the Board of changes to the business forecasts.

¨   Investment appraisal

Capital expenditure is controlled by budgetary process and authorisation levels. For expenditure beyond specified levels, detailed written proposals have to be submitted to the Board. Appropriate due diligence work is carried out if a business or asset is to be acquired.

¨   Annual review and assessment

In 2018, the Board conducted a detailed review and assessment of the effectiveness of the Group's strategy, a process that is maintained on an ongoing basis.

Relations with shareholders

The Board attaches considerable importance to the maintenance of good relationships with shareholders. The Company has participated in various investor focussed podcasts and the Chair attends the annual general meeting, the Company will with the Company's advisers look at ways in which the Company can engage with shareholders.

Departures from the QCA Code:

Bezant departs from the QCA Code in the following ways:

Principle 7 - "Evaluate board performance based on clear and relevant objectives, seeking continuous improvement."

Bezant's board is extremely focussed on implementing the Company's strategy. Given the size and nature of Bezant, the Board does not consider it appropriate to have a formal performance evaluation procedure in place, as described and recommended in Principle 7 of the QCA Code. The Board will closely monitor the situation as the Group grows.

No Nominations Committee

The QCA Code states that there should be a nomination committee to deal with the appointment of both executive and non-executive Directors except in circumstances where the Board is small. The Directors consider the size of the current Board to be small and have not therefore established a separate nomination committee. The appointment of executive and non-executive Directors is currently a matter for the Board as a whole. This position will be reviewed should the number of directors increase.

Chair is also Chief Executive officer

The QCA Code states that the role of Chair and chief Executive Officer should be separate. Given the stage of the Company's early-stage exploration mining projects and the experience of the Chair Mr. Bird in managing such international exploration mining projects and his familiarity with the Company's projects the Company believes that it is appropriate for the roles of Chairman and Chief Executive Officer to be combined at this stage. The Company will keep this under review as the Company's projects develop with a view to splitting the roles when it is clear which projects will become the principal activities of the Company and can justify the need for and benefit from a separate CEO. The Company will therefore consider making further appropriate appointments to the Board as an when considered appropriate.

Going concern

As referred to in note 1.1 of these financial statements, the Group made a loss from all operations for the year ended 31 December 2023 after tax of £6,106,000 after a fair value adjustment loss of £110,000 (see note 11) and an impairment provision of £ 4,774,000 (note 5) (2022 - profit of £1,436,000 but excluding a fair value adjustment gain of £2,133,000 the loss from all operations for 2022 after tax was  £697,000). The Group had negative cash flows from operations and is currently not generating revenues. Cash and cash equivalents were £560,000 as at 31 December 2023. On 5 March 2024 the Company announced that the repayment date for the £700,000 drawdown under the Sanderson Capital Facility Agreement had been extended to 31 July 2025.   An operating loss is expected in the year subsequent to the date of these accounts and 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.

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 realise 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.

Dr. Evan Kirby

Non-Executive Director

27 June 2024

INDEPENDENT AUDITOR'S REPORT

TO THE MEMBERS OF BEZANT RESOURCES PLC

Opinion

We have audited the financial statements of Bezant Resources Plc (the 'Company') and its subsidiaries (the 'Group') for the year ended 31 December 2023 which comprise the Consolidated Statement of Profit and Loss, the Consolidated Statement of Other Comprehensive Income, the Consolidated and Company Statements of Changes in Equity, the Consolidated and Company Balance Sheets, the Consolidated and Company Statements of Cash Flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in the preparation of the group's and company's financial statements is applicable law and UK adopted International Accounting Standards.

In our opinion:

·    the financial statements give a true and fair view of the state of the Group's and Company's affairs as at 31 December 2023 and of the Group's loss for the year then ended;

·    the financial statements have been properly prepared in accordance with UK adopted International Accounting Standards; and

·    the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Group and Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material uncertainty relating to going concern

We draw attention to the Going Concern section of the Accounting Policies of the Group financial statements (note 1.1) concerning the Group's and Company's ability to continue as a going concern. The Group incurred an operating loss of £1,046k during the year ended 31 December 2023 and is still incurring operating losses. As discussed in note 1.1, post year-end the repayment date for the £700,000 drawdowns under the Sanderson Capital Facility Agreement has been extended to 31 July 2025, however 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. The financial statements do not include the adjustments (such as impairment of assets) that would result if the Group and Company were unable to continue as a going concern. These conditions, along with other matters discussed in the Principal Accounting Policies indicate the existence of a material uncertainty which may cast significant doubt about the Group's and Company's ability to continue as a going concern.

Our opinion is not modified in respect of this matter.

In auditing the financial statements, we have concluded that the director's use of going concern basis of accounting in the preparation of the financial statements is appropriate.  Our evaluation of the director's assessment of the entity's ability to continue to adopt the going concern basis of accounting included an assessment of the risk and audit procedures to address this risk: 

The risk

The group currently does not generate any revenue therefore, in order to provide sufficient working capital to fund the group commitments as they fall due over the next 12 months, the group is reliant on further fundraisings in order to fund its ongoing activities.

We understand it is the group's intention to fund future exploration programmes by a combination of farm in and/or further fundraising which the group will need to complete in the next twelve months. Accordingly, the Group will require additional funding and/or a working capital reduction within twelve months from the date when the financial statements are authorised for issue.

Given the above factors, we consider going concern to be a significant audit risk area.

The directors' conclusion of the risks and circumstances described in the Going Concern section of the Principal Accounting Policies of the Group financial statements represent a material uncertainty over the ability of the Group and Company to continue as a going concern for a period of at least a year from the date of approval of the financial statements.  However, clear and full disclosure of the facts and the directors' rationale for the use of the going concern basis of preparation, including that there is a related material uncertainty, is a key financial statement disclosure and so was the focus of our audit in this area. Auditing standards require that to be reported as a key audit matter.

How our audit addressed the key audit matter

Our audit procedures included:

·    We assessed the transparency, completeness and accuracy of the matters covered in the going concern disclosure by evaluating management's cash flow projections for the next twelve months and the underlying assumptions.

·    We obtained cash flow forecasts, reviewed the methodology behind these, ensured they were arithmetically correct and challenged the assumptions.

·    We performed a sensitivity analysis for an increase in costs to consider the impact of inflation and other unforeseen additional costs being incurred.

·    We discussed plans for the Group going forward with management, ensuring these had been incorporated in the budgeting and would not have an impact on the Going Concern status of the Group.

Key observations:

It is clear the Group will need to raise funds to fund any further exploration costs. The Group has been able to raise funds in the past, however, there is no guarantee that adequate funds will be available when needed in the future.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. 

Our approach to the audit

As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements. In particular, we looked at where the directors made subjective judgements, for example in respect of impairment reviews on exploration assets that involved making assumptions and considering future events that are inherently uncertain.

We tailored the scope of our audit to ensure we performed enough work to be able to give an opinion on the financial statements as a whole, taking into account an understanding of the structure of the Company and the Group, their activities, the accounting processes and controls, and the industry in which they operate. Our planned audit testing was directed accordingly and was focused on areas where we assessed there to be the highest risk of material misstatement.

Our Group audit scope includes all Group companies. At the Company level, we also tested the consolidation procedures. During the audit, we reassessed and re-evaluated audit risks and tailored our approach accordingly.

The audit testing included substantive testing on significant transactions, balances and disclosures, the extent of which was based on various factors such as our overall assessment of the control environment, the effectiveness of controls and the management of specific risks.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant findings that we identified during the course of the audit.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team.

These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. This is not a complete list of all risks identified during our audit.  Going concern is a significant key audit matter and is described above. In arriving at our audit opinion above, the other key audit matters were as follows:

Our application of materiality

The scope and focus of our audit was influenced by our assessment and application of materiality. We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements on our audit and on the financial statements.

We define financial statement materiality as the magnitude by which misstatements, including omissions, could reasonably be expected to influence the economic decisions taken on the basis of the financial statements by reasonable users.

In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower materiality level, performance materiality, to determine the extent of testing needed. Importantly, misstatements below these levels will not necessarily be evaluated as immaterial as we also take account of the nature of identified misstatements, and the particular circumstances of their occurrence, when evaluating their effect on the financial statements as a whole.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditors' report thereon. The directors are responsible for the other information contained within the annual report.  Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. 

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

·    the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

·    the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the Group and Company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

·    adequate accounting records have not been kept by the Company, or returns adequate for our audit have not been received from branches not visited by us; or

·    the Company financial statements are not in agreement with the accounting records and returns; or

·    certain disclosures of directors' remuneration specified by law are not made; or

·    we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the statement of directors' responsibilities, set out on page 20, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Group's and the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or Company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists.  Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Based on our understanding of the Group and the industry in which it operates, we identified that the principal risks of non-compliance with laws and regulations related to exploration laws and regulations in the countries the Group operates, and company law and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006 and QCA code. We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to overstatement of assets.

Audit procedures performed included: review of the financial statement disclosures to underlying supporting documentation, review of legal and professional expenditure, enquiries of management, and testing of journals and evaluating whether there was evidence of bias by the Directors that represented a risk of material misstatement due to fraud.

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the Company's members, as a body, in accordance with part 3 of Chapter 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body, for our audit work, for this report, or for the opinions we have formed.

James Astley

(Senior Statutory Auditor)

For and on behalf of UHY Hacker Young

Chartered Accountants and Statutory Auditor

UHY Hacker Young

4 Thomas More Square

London E1W 1YW

27 June 2024

Consolidated Statement of Profit and Loss

For the year ended 31 December 2023

Consolidated Statement of Other Comprehensive Income

For the year ended 31 December 2023

 Consolidated Statement of Changes in Equity

For the year ended 31 December 2023

¹ Other reserves are made up of the share-based payment, foreign exchange, merger and convertible instrument reserves.

Company Statement of Changes in Equity

For the year ended 31 December 2023

¹ Other reserves are made up of the share-based payment, foreign exchange and merger reserve.

Consolidated and Company Balance Sheets

As at 31 December 2023

In accordance with the provisions of Section 408 of the Companies Act 2006, the Parent Company has not presented a separate income statement. A loss for the year ended 31 December 2023 of £7,693,000 (2022 profit: £1,737,000) has been included in the consolidated income statement.

These financial statements were approved by the Board of Directors on 27 June 2024 and signed on its behalf by:

Mr Colin Bird

Executive Chairman                                                                       Company Registration No. 02918391

Consolidated and Company Statements of Cash Flows

For the year ended 31 December 2023

1.         Accounting policies