Update on MMIH and Mankayan Project
5 October 2020
Bezant Resources Plc
("Bezant" or the "Company")
Update on MMIH (Singapore) Transaction
and Mankayan Copper-Gold Project, Philippines
Bezant (AIM: BZT), the copper-gold exploration and development company, announces an update on its transaction with Mining and Minerals Industries Holding Pte. Ltd. ("MMIH"), a private company incorporated in Singapore, with respect to the disposal of 80 per cent of the Company's interest in the Mankayan copper-gold project in the Philippines (the "MankayanProject") (the "Transaction").
Highlights:
· a non-binding term sheet, subject inter alia to due diligence, has been signed by AsiaPhos Ltd ("AsiaPhos") a company listed on the Singapore Exchange Securities Trading Limited (the "Singapore Stock Exchange" or "SGX") Catalist Board, to acquire MMJV Pte. Ltd. ("MMJV"), a 100 percent subsidiary of MMIH, by way of a reverse takeover transaction by the issue of AsiaPhos shares for the lower of i) Singapore $72M (approx. GBP42M) or ii) fifty percent (50%) of an independently Agreed Valuation (as defined below). If the Proposed AsiaPhos Acquisition (defined below) is completed then, under the terms of the Transaction between Bezant and MMIH, Bezant is due to be issued S$10m (approximately £5.6m) of shares in the listed entity holding MMJV.
· Extension of Exploration period under the MPSA to the expiry of the MPSA on 11 November 2021 and a reduction in expenditure commitments.
Colin Bird, Executive Chairman of Bezant, commented :
" We are pleased that the exploration period under the MPSA has been extended to its expiry on 11 November 2021 and that the expenditure requirements have been reduced. We are also pleased that MMIH are progressing with a proposed listing on a recognised stock exchange, the SGX being a suitable venue for the listing of an Asian asset. The Board will provide further updates to shareholders as and when appropriate. "
Full details of the Transaction were set out in the Company's announcement of 7 October 2019 and, unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings as given to them in such previous announcement. Completion of the Transaction was announced on 18 November 2019 with Bezant retaining a residual 20 per cent interest in the project via Asean Copper and an update was announced on 15 June 2020.
Bezant has received an update from MMIH regarding, inter alia, its preparations in respect of the proposed listing of MMJV, its wholly-owned subsidiary which holds its 80 per cent interest in the Mankayan Project, on the Singapore Stock Exchange via a reverse takeover transaction, the Exploration Period Requirements and funding commitments in relation to the MPSA and its operation of the Mankayan Project, as follows:
Further Information on the proposed reverse takeover by AsiaPhos of MMJV Group :
AsiaPhos Ltd ("AsiaPhos") a company listed on the Singapore Exchange Securities Trading Limited (the "Singapore Stock Exchange" or "SGX") announced on 2 October 2020 that it has entered into a non-binding term sheet (the "Term Sheet") in respect of the proposed acquisition of the entire issued and paid up share capital of MMJV and its subsidiaries and associated companies (the "MMJV Group") by AsiaPhos (the "Proposed AsiaPhos Acquisition"). The consideration is to be paid by AsiaPhos issuing such number of fully paid up ordinary shares in its capital (the "AsiaPhos Consideration Shares") equivalent in aggregate to Singapore $72M (approx. GBP42M) or fifty percent (50%) of the agreed valuation (as defined below) of the MMJV Group whichever is the lower (the "AsiaPhos Purchase Consideration"). The "Agreed Valuation" refers to the amount equivalent to the valuation of MMJV as set forth in a valuation report to be issued by an independent and qualified valuer (the "Valuation Report"). The agreed issue price for the AsiaPhos Consideration Shares shall be Singapore $0.005 per AsiaPhos Consideration Share.
The Term Sheet provides for the parties to enter into definitive agreements relating to the Proposed AsiaPhos Acquisition (the "Definitive Agreements"). The Term Sheet shall automatically terminate if the Definitive Agreements are not executed by 31st October 2020 (the "Term Sheet Termination Date"). The long-stop date for the completion of the Proposed AsiaPhos Acquisition shall be one (1) year from the date of the Definitive Agreements.
The Proposed AsiaPhos Acquisition is subject to various conditions precedent including but not limited to due diligence, all relevant regulatory approvals, the issuance of the Valuation Report, further fundraisings by MMIH and SGX approvals.
The MMJV Group is a Singapore led gold and copper mining group of companies which hold controlling interest in three (3) gold and copper mining concessions in the Republic of the Philippines which includes the 80% of Bezant Resources previous interest in the Mankayan project in the Philippines which was acquired via the Transaction.
Information in relation to the Proposed AsiaPhos Acquisition has been obtained from AsiaPhos's SGX announcement dated 2 October 2020 which can be viewed at https://links.sgx.com/FileOpen/Asiaphos%20%20Announcement%20%20Entry%20into%20Term%20Sheet.ashx?App=Announcement&FileID=633793
Extension of Exploration Period under MPSA : CMDC the MPSA holder has been granted an extension to the exploration period under and certain revisions to the associated work programme commitments under the MPSA which is scheduled to expire on 11 November 2021.
As previously announced on 15 June 2020 MMIH has advised Bezant that it has to date not been able to fulfil its expenditure commitments pursuant to the terms of the Transaction Agreement due to the delays in their proposed RTO Transaction and, due to COVID-19 restrictions in the Philippines. MMIH has communicated to Bezant that, to date, CMDC, the MPSA holder, has undertaken the following activities on the Mankayan Project:
· engaged an independent expert to update the JORC 2004 resource information to JORC 2012; and
· completed the technical and social audits for 2018 as required under the requisite Philippines Government Mining Agency rules and regulations.
Further to the above update and in light of the current COVID-19 uncertainties, the board of Bezant has decided to defer taking any action or granting any waiver, pending further information in relation to the Proposed AsiaPhos Acquisition , whilst reserving its position and rights under the Transaction Agreement. The Company will provide a further update(s) as and when appropriate.
For further information, please contact:
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Bezant Resources Plc
Executive Chairman |
+27 726 118 724
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Beaumont Cornish (Nominated Adviser)
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Novum Securities Limited (Broker) Jon Belliss
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+44 (0) 20 7399 9400
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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 Regulation (EU) No. 596/2014.
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