Update on MMIH (Singapore) Transaction and Mankayan Copper-Gold Project, Philippines
Bezant (AIM: BZT), the copper-gold exploration and development company, further to its announcements on 5 October 2020 and 2 November 2020 announces an update on the proposed acquisition by AsiaPhos Ltd (“AsiaPhos”) a company listed on the Singapore Exchange Securities Trading Limited (the “Singapore Stock Exchange” or “SGX”) Catalist Board, of MMJV Pte. Ltd. (“MMJV”), a 100 percent subsidiary of Mining and Minerals Industries Holding Pte. Ltd. (“MMIH”), by way of a reverse takeover transaction.
AsiaPhos has today announced that on the 12th November 2020 (the “AsiaPhos SPA Date”) AsiaPhos and MMIH entered into a conditional sale and purchase agreement (the “AsiaPhos SPA”) for AsiaPhos to acquire 100% of MMJV.
· Under the terms of the AsiaPhos SPA is to acquire MMJV by way of a reverse takeover transaction to be satisfied by the issue of AsiaPhos shares for the lower of i) Singapore $72M (approx. GBP40.5M) 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.
· The AsiaPhos SPA, is subject inter alia to due diligence, various regulatory approvals and various conditions precedent being met or waived within one year of the AsiaPhos SPA Date.
· The full text of the announcement dated 13 November 2020, from which this information has been obtained, can be viewed at https://links.sgx.com/FileOpen/Asiaphos%20-%20SPA%20Announcement.ashx?App=Announcement&FileID=639194
· It should be noted that the transaction by AsiaPhos is subject to material conditions and there is no guarantee that it will complete.
Colin Bird, Executive Chairman of Bezant, commented :
” We are pleased to note that MMIH have entered into the AsiaPhos SPA, if this conditional reverse takeover transaction with AsiaPhos who are listed on the Catalist Board of the SGX is successfully completed it will trigger the payment of $10M (approximately £5.6m) in AsiaPhos shares being issued to Bezant. The Board will provide further updates to shareholders as and when appropriate. ”
Full details of the Company’s transaction with MMIH (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 update were announced on 15 June 2020, 5 October 2020 and 2 November 2020.
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 13 November 2020 that it has entered into the conditional AsiaPhos SPA 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 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 AsiaPhos SPA, 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 details of which are set out in AsiaPhos’ announcement dated 13 November 2020. Under the terms of the AsiaPhos SPA these conditions precedent are to be met within one year of the AsiaPhos SPA Date.
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.
Further to the above update, 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 preserving its position and rights under the Transaction Agreement. The company will provide a further update(s) as and when appropriate.
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