15 March 2024
Bezant Resources Plc
("Bezant" or the "Company")
Grant of Options and Directors / PDMRs Shareholdings
Bezant (AIM: BZT), the copper-gold exploration and development company, announces 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 as detailed further below and the balance of 152,500,000, to other eligible participants.
Summary of the Options awarded:
| Total number of options: | A total of 447,500,000 Options have been awarded. | |||||||||||||||||||||||||||||||
| Exercise prices & vesting criteria: | 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.
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| Purpose of options:
| To incentivise and retain directors, officers, consultants and employees critical to enhancing the future market value of the Company at a significant premium of the respective exercise prices relative to the share price and 30 day VWAP.
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| 30 day VWAP when Options approved: | The 30 day volume weighted average share price ("VWAP") to 13 March 2024, being the latest practicable date prior to the approval of the Options by the Company's Remuneration Committee, was 0.024 pence per share.
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| Prevailing share price: | The Company's mid-market closing share price on 13 March 2024, being the latest practicable date prior to the approval of the Option awards, was 0.024 pence.
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| Exercise prices versus abovementioned VWAP and prevailing share price:
| | Premium to: |
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| | Prevailingshare price
| 30 dayVWAP |
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| Exercise price of 0.06pence | 150% | 150% |
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| Exercise price of 0.08 pence
| 233% | 233%
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| Life of Options: | The options expire on 21 June 2028 being the date one day prior to the tenth anniversary of the passing of the resolution at the Company's AGM held on 22 June 2018 to approve the Executive Share Option Scheme.
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| Exercise period: | The Options can be exercised any time after vesting and prior to their scheduled expiry and must be exercised within 6 months of an option holder leaving the Company or within 12 months of the death of an option holder.
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| Options awarded to the Directors (No. of options in millions) |
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Options awarded to PDMRs (No. of options in millions) |
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Following the vesting of the above options the Company will have 727,500,000 options in issue and the directors and PDMRs will hold the following options over Ordinary Shares all of which expire 21 June 2028.
| Options in Millions | Exercise price | | | ||||||
| Directors | 0.06 pence | 0.08 pence | 0.425 pence | 0.565 pence | 0.5 pence | 1 pence | Total No. of Options |
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| Colin Bird | 40.0** | 40.0** | 24.0 | 24.0 | 15.0 | 12.5 | 155.5 |
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| Raju Samtani | 12.5** | 12.5 ** | 20.0 | 20.0 | - | - | 65.0 |
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| Edward Patrick Slowey | 22.5** | 22.5** | 20.0 | 20.0 | - | - | 85.0 |
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| Dr. Evan Kirby | 10.0** | 10.0** | 5.0 | 5.0 | 7.5 | 5.0 | 42.5 |
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| Ronnie Siapno | - | - | 10.0 | 10.0 | 5.0 | 2.5 | 27.5 |
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| Total Directors | 85.0 | 85.0 | 79.0 | 79.0 | 27.5 | 20.0 | 375.5 |
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| Michael Allardice | 27.5** | 27.5** | 15.0 | 15.0 | 7.5 | 5.0 | 97.5 |
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| Martyn Churchouse | 35.0 | 35.0 | - | - | - | - | 70.0 |
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| Total Directors & PDMRs | 147.5 | 147.5 | 94.0 | 94.0 | 35.0 | 25.0 | 543.0 |
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** Vest on Corporate Event
The grant of the Options to Messrs. Bird, Samtani, Slowey, Dr. Kirby and Michael Allardice's consulting company Quantum Capital and Consulting Limited is a related party transaction pursuant to Rule 13 of the AIM Rules for Companies and the independent director, being Mr. Ronnie Siapno, having consulted with the Company's Nominated Adviser, Beaumont Cornish Limited, considers that taking into account the exercise prices which are at significant premium to the current share price and that the Options being issued to them are subject to vesting conditions as detailed above in the Summary of the Options awarded table, the issue of the Options to Messrs. Bird, Samtani, Slowey, Dr. Kirby and Michael Allardice's consulting company Quantum Capital and Consulting Limited to be fair and reasonable insofar as the Company's shareholders are concerned.
For further information, please contact:
| Bezant Resources Plc Colin Bird Executive Chairman |
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| Beaumont Cornish (Nominated Adviser) |
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| Novum Securities Limited (Joint Broker) Jon Belliss |
+44 (0) 20 7399 9400 | |
| Shard Capital Partners LLP (Joint Broker) Damon Heath |
+44 (0) 20 7186 9952 |
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 pursuant to the Market Abuse (Amendment) (EU Exit) regulations (SI 2019/310).
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.
PDMR Notification Forms:
The notifications below are made in accordance with the requirements of MAR.
| 1. | Details of the person discharging managerial responsibilities / person closely associated | |||||||
| a) | Name | Colin Bird | ||||||
| 2. | Reason for the Notification | |||||||
| a) | Position/status | Executive Chairman & Director | ||||||
| b) | Initial notification/amendment | Initial notification | ||||||
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||
| a) | Name | Bezant Resources PLC | ||||||
| b) | LEI | 2138008K9GRXDUVYVK15 | ||||||
| 4. | Details of the transaction(s):section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||||
| a) | Description of the Financial instrument, type of instrument | Options over ordinary shares of 0.002 pence each | ||||||
| Identification code | ISIN: GB00B1CKQD97 TIDM: AIM:BZT | |||||||
| b) | Nature of the Transaction | Award of options | ||||||
| c) | Price(s) and volume(s) |
| ||||||
| d) | Aggregated information Aggregated volume | A total of 80,000,000 options | ||||||
| e) | Date of the transaction | 14 March 2024 | ||||||
| f) | Place of the transaction | Outside a trading venue | ||||||
| 1. | Details of the person discharging managerial responsibilities / person closely associated | |||||||
| a) | Name | Raju Samtani | ||||||
| 2. | Reason for the Notification | |||||||
| a) | Position/status | Finance Director | ||||||
| b) | Initial notification/amendment | Initial notification | ||||||
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||
| a) | Name | Bezant Resources PLC | ||||||
| b) | LEI | 2138008K9GRXDUVYVK15 | ||||||
| 4. | Details of the transaction(s):section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||||
| a) | Description of the Financial instrument, type of instrument | Options over ordinary shares of 0.002 pence each | ||||||
| Identification code | ISIN: GB00B1CKQD97 TIDM: AIM:BZT | |||||||
| b) | Nature of the Transaction | Award of options | ||||||
| c) | Price(s) and volume(s) |
| ||||||
| d) | Aggregated information Aggregated volume | A total of 25,000,000 options | ||||||
| e) | Date of the transaction | 14 March 2024 | ||||||
| f) | Place of the transaction | Outside a trading venue | ||||||
| 1. | Details of the person discharging managerial responsibilities / person closely associated | |||||||
| a) | Name | Edward Patrick Slowey | ||||||
| 2. | Reason for the Notification | |||||||
| a) | Position/status | Technical Director | ||||||
| b) | Initial notification/amendment | Initial notification | ||||||
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||
| a) | Name | Bezant Resources PLC | ||||||
| b) | LEI | 2138008K9GRXDUVYVK15 | ||||||
| 4. | Details of the transaction(s):section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||||
| a) | Description of the Financial instrument, type of instrument | Options over ordinary shares of 0.002 pence each | ||||||
| Identification code | ISIN: GB00B1CKQD97 TIDM: AIM:BZT | |||||||
| b) | Nature of the Transaction | Award of options | ||||||
| c) | Price(s) and volume(s) |
| ||||||
| d) | Aggregated information Aggregated volume | A total of 45,000,000 options | ||||||
| e) | Date of the transaction | 14 March 2024 | ||||||
| f) | Place of the transaction | Outside a trading venue | ||||||
| 1. | Details of the person discharging managerial responsibilities / person closely associated | |||||||
| a) | Name | Dr. Evan Kirby | ||||||
| 2. | Reason for the Notification | |||||||
| a) | Position/status | Non-Executive Director | ||||||
| b) | Initial notification/amendment | Initial notification | ||||||
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||
| a) | Name | Bezant Resources PLC | ||||||
| b) | LEI | 2138008K9GRXDUVYVK15 | ||||||
| 4. | Details of the transaction(s):section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||||
| a) | Description of the Financial instrument, type of instrument | Options over ordinary shares of 0.002 pence each | ||||||
| Identification code | ISIN: GB00B1CKQD97 TIDM: AIM:BZT | |||||||
| b) | Nature of the Transaction | Award of options | ||||||
| c) | Price(s) and volume(s) |
| ||||||
| d) | Aggregated information Aggregated volume | A total of 20,000,000 options | ||||||
| e) | Date of the transaction | 14 March 2024 | ||||||
| f) | Place of the transaction | Outside a trading venue | ||||||
| 1. | Details of the person discharging managerial responsibilities / person closely associated | |||||||
| a) | Name | Michael Graham Allardice / Quantum Capital and Consulting Limited | ||||||
| 2. | Reason for the Notification | |||||||
| a) | Position/status | Group Company Secretary / Consulting company of Michael Graham Allardice | ||||||
| b) | Initial notification/amendment | Initial notification | ||||||
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||
| a) | Name | Bezant Resources PLC | ||||||
| b) | LEI | 2138008K9GRXDUVYVK15 | ||||||
| 4. | Details of the transaction(s):section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||||
| a) | Description of the Financial instrument, type of instrument | Options over ordinary shares of 0.002 pence each | ||||||
| Identification code | ISIN: GB00B1CKQD97 TIDM: AIM:BZT | |||||||
| b) | Nature of the Transaction | Award of options | ||||||
| c) | Price(s) and volume(s) |
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| d) | Aggregated information Aggregated volume | A total of 55,000,000 options | ||||||
| e) | Date of the transaction | 14 March 2024 | ||||||
| f) | Place of the transaction | Outside a trading venue | ||||||
| 1. | Details of the person discharging managerial responsibilities / person closely associated | |||||||
| a) | Name | Martyn John Churchouse / M Churchouse Consultancy Limited | ||||||
| 2. | Reason for the Notification | |||||||
| a) | Position/status | Geological Consultant / Consulting company of Martyn John Churchouse | ||||||
| b) | Initial notification/amendment | Initial notification | ||||||
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||
| a) | Name | Bezant Resources PLC | ||||||
| b) | LEI | 2138008K9GRXDUVYVK15 | ||||||
| 4. | Details of the transaction(s):section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||||
| a) | Description of the Financial instrument, type of instrument | Options over ordinary shares of 0.002 pence each | ||||||
| Identification code | ISIN: GB00B1CKQD97 TIDM: AIM:BZT | |||||||
| b) | Nature of the Transaction | Award of options | ||||||
| c) | Price(s) and volume(s) |
| ||||||
| d) | Aggregated information Aggregated volume | A total of 70,000,000 options | ||||||
| e) | Date of the transaction | 14 March 2024 | ||||||
| f) | Place of the transaction | Outside a trading venue | ||||||
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