Description of Activities

Description of transaction: The proposed transaction involves the acquisition by Namibia NZLM Holdings Limited, inter alia, of the entire issued share capital of Namibia Lead and Zinc Mining Proprietary Limited from CL US Minerals LLC.

Acquiring group: The primary acquiring undertaking is Namibia NZLM Holdings Limited, a recently incorporated entity in the British Virgin Islands (BVI). Namibia NZLM has no prior trading activity within or outside of Namibia. It is a wholly owned subsidiary of Hope Namibia Copper Gold Holdings Limited, which is in turn wholly owned and ultimately controlled by Bezant Resources Plc ("the Acquiring Group"). Bezant Resources Plc is a public limited company registered in England and Wales, with its shares listed on the AIM Market of the London Stock Exchange. The Acquiring Group is primarily engaged in natural resource exploration and development, focusing predominantly on copper and gold assets. Within Namibia, the Acquiring Group is currently engaged in the development of the Hope Copper-Gold Project, located in the Namib Desert, within the Swakopmund District of the Erongo Region.

Target undertaking: The target undertaking, Namib Lead and Zinc Mining Proprietary Limited ("NLZM"), is a company incorporated in Namibia. It is engaged in mineral exploration, mining operations, processing, and related activities, with its primary business being the production of lead and zinc concentrate. NLZM owns and has developed the Namib Lead and Zinc Mine and processing plant, located approximately 30 km from Swakopmund and 75 km from the port of Walvis Bay. Since 2020, the mine has been under care and maintenance, and NLZM is currently involved in non-revenue generating exploration activities.

Relevant market: The Acquiring Group submits that its relevant market is the exploration and development of copper and gold assets in Namibia, while the Target Entity submits that its relevant market is the exploration, mining, and production of lead and zinc in Namibia.

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