Bezant Resources PLC Notice of GM (1503V)
09 Diciembre 2021 - 6:15AM
UK Regulatory
TIDMBZT
RNS Number : 1503V
Bezant Resources PLC
09 December 2021
9 December 2021
Bezant Resources Plc
("Bezant" or the "Company")
Notice of GM
Bezant (AIM: BZT), the AIM quoted copper-gold exploration and
development company, further to its announcement on 21 October 2021
announces the posting of notice of a General Meeting ("GM") to be
held at Fladgate LLP, 16 Great Queen Street, London, WC2B 5DG on
Wednesday 29 December 2021 at 09:30 a.m.
COVID-19 IMPACT ON GM: The GM is an important event in the
Company's corporate calendar and provides an opportunity for the
Company's directors to engage with shareholders. We remain
committed, where possible, to ensuring that shareholders can
exercise their right to vote and ask questions at the upcoming GM.
However, the health and well-being of our colleagues, shareholders
and the wider community in which we operate is and will continue to
be of paramount importance to us. We strongly encourage and request
shareholders to appoint the chairman of the general meeting as
their proxy rather than attend in person due to the COVID-19
associated risks.
If your preference is to attend the GM in person, please note
that, whilst we currently anticipate this will be possible, we are
committed to following Government guidelines in place as at the
date of the general meeting and will also be asking all attendees
to adhere to the safety measures of the venue. If you plan to
attend in person, we would appreciate proper confirmation by email
to info@bezantresources.com to allow us to plan appropriately as
numbers may be restricted.
Changes to GM Arrangements: Whilst it remains difficult to
predict if government restrictions or guidance may change, we will
ensure any changes to the General Meeting arrangements are
published on our website and/ or via regulatory information
service. Please also check the latest Government guidance before
you consider traveling to the venue.
Purpose of the General Meeting
On 21 October 2021 the Company announced a placing of ordinary
shares of 0.002p each ("Ordinary Shares") at a price of 0.13 pence
per Ordinary Share to raise GBP1,200,000 (the "Placing"). As part
of the consideration for that Placing, placees were also issued
warrants (the "Warrants") over 461,538,462 Ordinary Shares at an
exercise price of 0.25p per Ordinary Share for a period of three
years from the date of admission of the 923,076,923 Ordinary Shares
issued as a result of the Placing ("Placing Shares") on 4 November
2021.
Whilst the directors had sufficient authority to allot and issue
the Placing Shares, they did not have sufficient authority to issue
Ordinary Shares upon exercise of the Warrants and accordingly a
resolution is proposed to authorise the issue of those Ordinary
Shares in the event of the exercise of the Warrants.
In addition, outstanding remuneration is owed to a director of
the Company, Colin Bird, amounting to GBP80,000 and fees of
GBP50,000 to Quantum Capital & Consulting Limited, a personal
service company of Michael Allardice who is a person discharging
managerial responsibilities on behalf of the Company (collectively,
the "Accrued Fees"). It is proposed that in order to preserve the
Company's cash resources the Accrued Fees be satisfied by the issue
of new Ordinary Shares upon the same terms as the Placing.
Accordingly, it is proposed that the Accrued Fees will be satisfied
by the issue of Ordinary Shares at a price of 0.13 pence per
Ordinary Shares (being the price at which Ordinary Shares were
issued at the Placing) and Warrants equivalent to one half of the
number of Ordinary Shares to be issued exercisable at a price of
0.25p per Ordinary Shares. The Company's closing share price on 8
December 2021 the last practical date prior to the issue of this
announcement was 0.12 pence per Ordinary Share.
Although the directors have authority pursuant to resolution no.
8 which was passed at the Company's annual general meeting held on
25 October 2021("AGM") to allot the relevant Ordinary Shares in
satisfaction of the Accrued Fees and the proposed transaction is
not of sufficient size to fall within the definition of a Related
Party Transaction under the AIM Rules, as a matter of general
corporate governance, the Company is seeking the authority of
shareholders to issue Ordinary Shares and Warrants to satisfy the
Accrued Fees in order to preserve the Company's cash resources and
to continue the implementation of the Company's strategy. The
number of Ordinary Shares and Warrants to be issued are shown in
the table below:
Period of Ordinary
Person Accrued Fees Accrued Fees Shares Warrants
-------------------------- ---------------- ------------- ---------- ----------
Colin Bird Aug 19 - Sep 21 GBP80,000 61,538,462 30,769,231
-------------------------- ---------------- ------------- ---------- ----------
Quantum Capital and
Consulting Ltd (Michael Dec 19 - June
Allardice) 20 GBP50,000 38,461,538 19,230,769
-------------------------- ---------------- ------------- ---------- ----------
The Company's closing share price on 7 December 2021 the last
practical date prior to the issue of the notice of the General
Meeting was 0.135 pence per Ordinary Share.
If Shareholder approval is not obtained to authorise the issue
of these Ordinary Shares and Warrants, the Accrued Fees will still
be due and will be paid in cash to the director and consultant to
whom the Accrued Fees are due.
A letter from Colin Bird the Company's Executive Chairman (the
"Chairman's Letter") and the notice of GM will be uploaded to the
Company's website and be posted to shareholders today.
For further information, please contact:
Bezant Resources plc
Colin Bird
Executive Chairman
Beaumont Cornish (Nominated Adviser) +44 (0) 20 3416 3695
Roland Cornish
Novum Securities Limited (Broker) +44 (0) 20 7628 3396
Jon Belliss
or visit http://www.bezantresources.com +44 (0) 20 7399 9400
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