REG - Botswana Diamonds - Annual Results for the Year Ended 30 June 2021
06/12/2021 07:00
For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20211206:nRSF5671Ua&default-theme=true
RNS Number : 5671U Botswana Diamonds PLC 06 December 2021
6(th) December 2021
Botswana Diamonds PLC
("Botswana Diamonds" or the "Company")
Annual Results for the Year Ended 30 June 2021
Botswana Diamonds plc (AIM: BOD) today announces its audited annual results
for the year ended 30 June 2021.
Chairman's Statement
Botswana Diamonds (BOD) is evolving from a pure diamond explorer to a diamond
producer. We have an expectation that one or more of our advanced projects
will in the near future potentially turn into a diamond mine. Our focus
remains Botswana and South Africa, particularly the geology at the Kaapvall
craton which straddles the border between the two countries. This area has
produced many of the biggest and most valuable diamonds ever discovered from
some of the largest diamond mines ever developed. We believe that more
discoveries are likely particularly using modern techniques and technology.
Before turning to a review of our projects let me look at the diamond market.
Prices have rebounded in recent times after a severe fall in the past two
years. Demand is strong for gem quality diamonds in the emerging markets and
in the US. Meanwhile supply is at best static with closures in Australia and
production problems in Siberia among other problems. The long-term future
looks strong as more people enter the middle class and want the things that
most European and American consumers buy. Who would have thought that a
pandemic would be positive for the diamond traders? As we re-emerge from the
shadow of the pandemic we believe that the middle market of the industry
(traders and cutters) is in the best shape for many years. Stocks are low,
liquidity is good, prices are going up and demand for both rough and polished
is very strong. The post-Covid years should see very strong diamond
acquisition and gifting. We expect good times ahead for the industry.
Botswana
Botswana, the country, is the largest diamond producer by value in the world
with up to 80% of annual production being gem quality.
The management and directors of BOD have extensive experience of operating in
the country. They were part of the team which discovered in 2004 the Karowe
diamond mine which in operation since 2012, has produced some of the largest
diamonds ever found. BOD emerged from the exploration arm of African Diamonds,
which in joint venture with De Beers, discovered Karowe.
We are very active with a series of actual and potential operations in the
country both 100% owned and in joint venture. The operations range from an
existing closed mine (Ghaghoo), a significant diamond discovery (KX36), late
stage exploration (Sunland), to early stage prospecting using a very large
data base (Sekaka).
Ghaghoo is a well-known diamond mine located in the Central Kalahari. As
announced earlier this year in August, Okwa Diamonds, a joint venture with
Vast Resources plc in which we have an initial 10% carried interest,
conditionally agreed to acquire Gem Diamonds Botswana whose primary asset is
the fully permitted Ghaghoo diamond mine in central Botswana which is
currently under care and maintenance. BOD in a joint venture with Vast
Resources, are proposing to acquire the mine and plant. BOD can also earn up
to a further 20% interest in Okwa through funding 20% of expenditure.
A resource estimate for Ghaghoo was prepared by Venmyn with an effective date
of 1 January 2014 which reported SAMREC compliant Indicated Resource based on
which the Ghaghoo deposit is estimated to contain 20.5 million carats at a
value likely to be in excess of $200 a carat. The mine and plant, currently on
care and maintenance, has an output capacity of between 300,000 and 400,000
carats a year. The mine operated for a short period of time but a combination
of lower diamond prices and operational difficulties with water and sand
ingress led to a shutdown. BOD has done extensive due diligence and believes
that the difficulties with sand and water can be handled and that changes to
operating equipment such as solar power instead of diesel and new diamond
sorting technology can make the mine cash positive. It is expected that the
acquisition should complete in the early part of 2022.
This is a very rare opportunity to acquire a proven deposit of good gem
quality stones together with a built mine and full plant. Initial work will
involve processing the dumps, mine dewatering and an updated feasibility
study. We will work closely with the Botswana authorities who are eager to see
the mine restart.
Some 70kms south of Ghaghoo lies the 100% BOD owned KX36 deposit with a
historic SAMREC compliant Indicated Resource containing 8.6m carats of
diamonds. This deposit was hailed as a new frontier in diamonds when first
discovered by Petra Diamonds. The site contains an inventory of plant and
equipment which is being maintained. Resource estimates in 2016 include an
Indicated Resource of 17.9m tonnes at 35 carats per hundred tonnes (cpht) and
an Inferred Resources of 6.7m tonnes at 36 cpht. The overall value per carat
ranges from $65-107 per carat. More recent modelling by BOD suggest improved
overall grades of between 57 and 76 cpht. BOD acquired the property plant and
database for $300,000 US and a 5% royalty on diamond production.
Kimberlite pipes normally come in clusters; so it is believed that other pipes
exist in the vicinity. BOD holds two prospecting licences adjacent to KX36.
Exploration is planned on the licences.
KX36, being located in the Kalahari desert, is remote with almost no
infrastructure; so a restart of Ghaghoo some 70kms away will help with
infrastructure and supplies and enhances the possibility of development. The
possibility of mining at KX36 and processing at Ghaghoo is one such scenario.
I cannot over-emphasise the value of having a combined inferred and indicated
resource of 29 million carats of diamonds. Diamonds are hard to find, very
hard. 29 million carats is significant. The two discoveries, though remote,
are in the best diamond address in the world. BOD is working to reopen Ghaghoo
after which the feasibility of KX36 will be examined.
Turning now to our exploration activities.
BOD has a JV with Diamexstrat / Burgundy whereby the extensive BOD diamond
database is being analysed by Diamexstrat, with the objective of targets being
identified and drilled. Depending on the licence BOD has either a carry or an
earn-in. The first phase work is completed and targets identified.
BOD holds 100% of licences in the Kalahari in areas adjacent to Ghaghoo and
KX36. Extensive early-stage work has been done on the ground. Assuming
positive mineral chemistry on the samples recovered, a decision will be made
on a drilling programme.
BOD has a 15% interest in the Maibwe joint venture, where BCL, a state-owned
copper nickel producer, owns 51%. BCL was due to complete an exploration
programme but went into liquidation. After some years in limbo it is expected
that BCL will shortly be sold. It is also expected that Maibwe will be sold
off. BOD, in partnership with a local Botswana company, Future Minerals, has
made an offer for the BCL stake. Maibwe identified 4 kimberlite pipes. Work to
date has found extensive diamonds in one of these pipes.
South Africa
We believe that South Africa has become more competitive for investment due to
lower royalties and clarification of the shares to be given to local investors
(26%). The extensive history of diamonds in South Africa has left a treasure
trove of data. The best chance to find a new diamond mine is often where there
is or was a mine. The uncertainties of recent years has meant that many
companies have abandoned the country leaving open ground. BOD personnel have
identified a series of potential opportunities in the country.
Our exploration vehicle in South Africa is Vutomi Mining and we announced in
September that we had exercised our pre-emptive right to acquire the
outstanding third-party interests and which, on completion, will be 74% owned
by BOD and 26% owned by Baroville our local empowerment partner when final
approvals are granted. The focus of Vutomi is the Thorny River advanced stage
project.
Thorny River is a kimberlite dyke system located close to the fabled
Marsfontein and Klipspringer mines. BOD has a very specific focus in Thorny
River - to identify blows or swells in the kimberlite dykes which could
contain high concentrations of good quality diamonds. Significant work has
been undertaken on potential blows discovered by geophysics. Three drilling
programmes have been undertaken with success, discovering the River Blow, the
River Expansion Blow and recently a drilling programme joined the two blows
into one orebody. Work is ongoing to produce a 3D model of the combined
structures which will enable BOD to estimate the overall volume of kimberlite.
Analysis of the River Blow indicated 46-74 cpht with a diamond value of $120
to 220 US per carat. These figures are consistent with results in the overall
dyke system. The stones recovered to date are of good size, clarity, colour
and quality.
The next step is to look at the feasibility of commercial production by open
cast mining. In addition we need to continue to explore to increase the
volume. Ongoing work has identified ten possible blows of which four are close
to the existing discoveries.
Other opportunities exist on the ground in the area, particularly the
Marsfontein gravels which have a potential for low-cost mining. This
opportunity plus others on Vutomi-owned licences are on the back burner while
Thorny River is being evaluated.
Future
This is a time of great opportunity for BOD but the market has not yet
realised it. As a junior explorer we have punched well above our weight by
joint venturing with companies with finance and/or projects.
The coming months will be very significant. While we are a minority partner,
when the acquisition of Ghaghoo is completed we will be the operator. A
recovering diamond price improves value of the 10% carry and the 20% earn-in
gives us potentially a significant stake at no upfront cost. The joint venture
with Diamexstrat has identified some exciting targets which need to be
drilled, again at no cost to BOD. I am sure that the inclusion of the 100%
owned KX36 diamond discovery will be a powerful asset to our portfolio as
activities in Botswana grow.
The drilling campaign in South Africa has been positive. The current modelling
will assist in evaluating the commerciality of what we have; but note that our
work has identified other anomalies likely to be blows, some of which are
bigger than anything we have to date. The Marsfontein mine within kilometres
of our blows was so rich in diamonds that the capital investment was paid back
in 4.5 days.
Following outside interest in acquiring Vutomi Mining, we exercised our
pre-emptive right to acquire the shares we did not own at the same price as
the offer and we will have 74% of the equity when all approvals are granted.
The stock markets in recent years has been a hostile place for junior
explorers including diamonds. Explorers need continued funding at least until
a discovery goes into commercial production. A small group of investors have
supported placings in BOD and I anticipate that this will continue. We have
moved a very long way from a greenfield explorer. We now have a pipeline of
projects at various stages of development.
John Teeling
Chairman
3(rd) December 2021
Annual Report and Notice of Annual General Meeting
The Company's Annual Report and Accounts for the year ended 30 June 2021 (the
"Annual Report") will be mailed shortly only to those shareholders who have
elected to receive it. Otherwise, shareholders will be notified that the
Annual Report and Accounts will be available on the website at
www.botswanadiamonds.co.uk (http://www.botswanadiamonds.co.uk) . Copies of
The Annual Report will also be available for collection from the company's
registered office at Suite 1, 3(rd) Floor, 11-12 St. James's Square, London,
SW1Y 4LB
The Annual General Meeting ("AGM") is due to be held on 27(th) January 2022 at
The Hilton London Paddington, 146 Praed St, London W2 1EE, United Kingdom at
11.00am. A Notice of the AGM will be included in the Annual Report.
Coronavirus (Covid-19)
The Board continues to closely monitor developments in relation to the
Covid-19 pandemic and the health and wellbeing of the Shareholders and the
Company's employees continue to remain of paramount importance. At the date of
this announcement, there are limited restrictions in England on public
gatherings of the nature envisaged for the Meeting, but this situation may
have changed at the date of the Meeting. All Shareholders are encouraged to
exercise their right to vote by appointing the Chairman of the Meeting as
their proxy. If a Shareholder appoints any person other than the Chairman of
the Meeting to act as their proxy, that person (for their own safety, and for
the safety of others) may not be granted access to the Meeting and in such
circumstances their appointing Shareholder's votes would not be counted. If
law and/or guidance requires us to restrict entry to the Meeting, it is
intended that it would be convened in accordance with the Company's Articles
of Association and in line with the UK Government guidance. In such
circumstances, the Company would make arrangements such that the legal
requirements to hold the Meeting can be satisfied through the physical
attendance of a minimum number of people required to form a quorum under the
Company's Articles of Association and who are essential for the business of
the Meeting to be conducted. These attendees would be officers or employees of
the Company.
In view of the continuing risk posed by Covid-19, we reserve the right to put
in place arrangements to protect attendees from any risk to their health and
may refuse entry to persons who do not comply with such arrangements. In
particular, Shareholders are reminded that they should not attend the Meeting
in person if they or someone living in the same household feels unwell or has
been in contact with anyone who has, or may have, Covid-19.
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 ("MAR"). The person who arranged for the release of this
announcement on behalf of the Company was John Teeling, Director.
Enquiries:
Botswana Diamonds PLC
John Teeling, Chairman
+353 1 833 2833
James Campbell, Managing Director
+27 83 457 3724
Jim Finn, Director
+353 1 833 2833
Beaumont Cornish - Nominated Adviser +44 (0) 020 7628 3396
Michael Cornish
Roland Cornish
Beaumont Cornish Limited - Broker +44 (0) 207 628 3396
Roland Cornish
Felicity Geidt
First Equity Limited - Joint Broker +44 (0) 207 374 2212
Jason Robertson
Blytheweigh - PR +44 (0) 207 138 3206
Megan Ray
Rachael Brooks +44 (0) 207 138 3553
Said Izagaren +44 (0) 207 138 3206
Naomi Holmes +44 (0) 207 138 3206
+44 (0) 207 138 3206
Teneo
Luke Hogg +353 (0) 1 661 4055
Alan Tyrrell +353 (0) 1 661 4055
Ciara Wylie +353 (0) 1 661 4055
www.botswanadiamonds.co.uk (http://www.botswanadiamonds.co.uk)
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2021
2021 2020
£ £
Administrative expenses (402,089) (356,831)
Impairment of exploration and evaluation assets (70,018) (34,394)
OPERATING LOSS (472,107) (391,225)
LOSS FOR THE YEAR BEFORE TAXATION (472,107) (391,225)
Income tax expense - -
LOSS AFTER TAXATION (472,107) (391,225)
Items that may be reclassified subsequently to profit or loss
Exchange difference on translation of foreign operations (85,392) (103,715)
TOTAL COMPREHENSIVE INCOME FOR THE YEAR (557,499) (494,940)
Loss per share - basic (0.06p) (0.06p)
Loss per share - diluted (0.06p) (0.06p)
CONSOLIDATED BALANCE SHEET AS AT 30 JUNE 2021
30/06/2021 30/06/2020
£ £
ASSETS:
NON CURRENT ASSETS
Intangible assets 8,194,032 8,086,573
Plant and equipment 206,788 -
8,400,820 8,086,573
CURRENT ASSETS
Other receivables 42,038 25,387
Cash and cash equivalents 164,658 17,994
206,696 43,381
TOTAL ASSETS 8,607,516 8,129,954
LIABILITIES:
CURRENT LIABILITIES
Trade and other payables (744,149) (432,488)
TOTAL LIABILITIES (744,149) (432,488)
NET ASSETS 7,863,367 7,697,466
EQUITY
Called-up share capital - deferred shares 1,796,157 1,796,157
Called-up share capital - ordinary shares 1,981,805 1,678,055
Share premium 10,984,362 10,564,712
Share based payment reserves 111,189 111,189
Retained deficit (5,704,805) (5,232,698)
Translation reserve (322,054) (236,662)
Other reserve (983,287) (983,287)
TOTAL EQUITY 7,863,367 7,697,466
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2021
Share
Called-up Based
Share Share Payment Retained Translation Other
Capital Premium Reserve Deficit Reserve Reserves Total
£ £ £ £ £ £ £
At 30 June 2019 3,237,545 10,300,379 111,189 (4,841,473) (132,947) (983,287) 7,691,406
Issue of shares 236,667 281,333 - - - - 518,000
Share issue expenses - (17,000) - - - - (17,000)
Loss for the year and total comprehensive income - - - (391,225) (103,715) - (494,940)
At 30 June 2020 3,474,212 10,564,712 111,189 (5,232,698) (236,662) (983,287) 7,697,466
Issue of shares 303,750 425,250 - - - - 729,000
Share issue expenses - (5,600) - - - - (5,600)
Loss for the year and total comprehensive income - - - (472,107) (85,392) - (557,499)
At 30 June 2021 3,777,962 10,984,362 111,189 (5,704,805) (322,054) (983,287) 7,863,367
Share Premium
The share premium reserve comprises of a premium arising on the issue of
shares. Share issue expenses are deducted against the share premium reserve
when incurred.
Share Based Payment Reserve
The share based payment reserve arises on the grant of share options under the
share option plan.
Retained Deficit
Retained deficit comprises of losses incurred in the current and prior years.
Translation Reserve
The translation reserve arises from the translation of foreign operations.
Other Reserves
During 2010 the Company acquired certain assets and liabilities from African
Diamonds plc, a Company under common control. The assets and liabilities
acquired were recognised at their book value and no goodwill was recognised on
acquisition. The difference between the book value of the assets acquired and
the purchase consideration was recognised directly in reserves.
CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 30 JUNE 2021
30/06/2021 30/06/2020
£ £
CASH FLOW FROM OPERATING ACTIVITIES
Loss for the year (472,107) (391,225)
Foreign exchange (gains)/losses (4,187) 4,796
Impairment of exploration and evaluation assets 70,018 34,394
(406,276) (352,035)
MOVEMENTS IN WORKING CAPITAL
Increase in trade and other payables 112,417 19,701
(Increase)/decrease in other receivables (16,651) 14,842
NET CASH USED IN OPERATING ACTIVITIES (310,510) (317,492)
CASH FLOW FROM INVESTING ACTIVITIES
Additions to exploration and evaluation assets (262,869) (174,530)
NET CASH USED IN INVESTING ACTIVITIES (262,869) (174,530)
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from share issue 729,000 518,000
Share issue costs (5,600) (17,000)
NET CASH GENERATED FROM FINANCING ACTIVITIES 723,400 501,000
NET INCREASE IN CASH AND CASH EQUIVALENTS 150,021 8,978
Cash and cash equivalents at beginning of the financial year 17,994 13,812
Effect of foreign exchange rate changes (3,357) (4,796)
Cash and cash equivalents at end of the
financial YEAR 164,658 17,994
1. ACCOUNTING POLICIES
The accounting policies and
methods of computation followed in these financial statements are consistent
with those published in the Group's Annual Report for the year ended 30 June
2020.
The financial statements have also been
prepared in accordance with International Financial Reporting Standards
(IFRSs) as issued by the International Accounting Standards Board (IASB).
The financial information set out below
does not constitute the Group's financial statements for the year ended 30
June 2021 or 30 June 2020, but is derived from those accounts. The financial
statements for the year ended 30 June 2020 have been delivered to Companies
House and those for the year ended 30 June 2021 will be delivered to Companies
House shortly
The auditors have reported on the 2021 statements;
their report was unqualified with an emphasis of matter in respect of
considering the adequacy of the disclosures made in the financial statements
concerning the valuation of intangible assets, and did not contain a statement
under section 498(2) or 498(3) of the Companies Act 2006.
2. GOING CONCERN
The Group incurred a net loss for the year of £557,499 (2020: loss of
£494,940) after exchange differences on retranslation of foreign operations
of £85,392 (2020: £103,715) at the balance sheet date. The Group had net
current liabilities of £537,453 (2020:£ 389,107) at the balance sheet date.
These conditions represent material uncertainties that may cast doubt on the
Group's ability to continue as a going concern.
The directors have prepared cashflow projections and forecasts for a period of
not less than 12 months from the date of this report which indicate that the
group will require additional funding for working capital requirements and
develop existing projects. As the Group is not revenue or cash generating it
relies on raising capital from the public market. On 25 October 2021 the Group
raised £550,000 by placing 55,000,000 new ordinary shares and related
warrants. Further details are outlined in Note 9.
As in previous years the Directors have given careful consideration to the
appropriateness of the going concern basis in the preparation of the financial
statements and believe the going concern basis is appropriate for these
financial statements. The financial statements do not include any adjustments
that would result if the Group was unable to continue as a going concern.
3. LOSS PER SHARE
Basic loss per share is computed by dividing the loss after taxation for the
year available to ordinary shareholders by the weighted average number of
ordinary shares in issue and ranking for dividend during the year. Diluted
earnings per share is computed by dividing the profit or loss after taxation
for the year by the weighted average number of ordinary shares in issue,
adjusted for the effect of all dilutive potential ordinary shares that were
outstanding during the year.
The following table sets forth the computation for basic and diluted earnings
per share (EPS):
2020 2020
£ £
Numerator
For basic and diluted EPS - loss after taxation (472,107) (391,225)
Denominator No. No.
For basic and diluted EPS 739,571,217 642,643,820
Basic EPS (0.06p) (0.06p)
Diluted EPS (0.06p) (0.06p)
The following potential
ordinary shares are anti-dilutive and are therefore excluded from the weighted
average number of shares for the purposes of the diluted earnings per share:
No. No.
Share options 11,410,000 11,410,000
4. INTANGIBLE ASSETS
Exploration and evaluation assets:
2021 2020
£ £
Cost:
At 1 July 9,385,051 9,299,236
Additions 262,869 189,530
Exchange losses (85,392) (103,715)
At 30 June 9,562,528 9,385,051
Impairment:
At 1 July 1,298,478 1,264,084
Impairment 70,018 34,394
At 30 June 1,368,496 1,298,478
Carrying Value:
At 1 July 8,086,573 8,035,152
At 30 June 8,194,032 8,086,573
Segmental analysis 2021 2020
£ £
Botswana 7,042,620 7,024,389
South Africa 1,151,412 1,038,411
Zimbabwe - 23,773
8,194,032 8,086,573
Exploration and evaluation assets relate to expenditure incurred in
exploration for diamonds in Botswana and South Africa. The directors are aware
that by its nature there is an inherent uncertainty in exploration and
evaluation assets and therefore inherent uncertainty in relation to the
carrying value of capitalized exploration and evaluation assets.
To date the Group incurred expenditure of £58,815 on exploring for new
licences in Zimbabwe and £11,203 miscellaneous costs. As at year end no
licences have been granted. Therefore, the directors have decided to impair
the costs. Accordingly, an impairment of £70,018 (2020: £34,394) has been
recorded by the Group in the current year.
On 11 November 2014 the Brightstone block was farmed out to BCL Investments
(Proprietary) Limited, a Botswana Company, who assumed responsibility for the
work programme. Botswana Diamonds will retain a 15% equity interest in the
project.
On 6 February 2017 the Group entered into an Option and Earn-In Agreement with
Vutomi Mining Pty Ltd and Razorbill Properties 12 Pty Ltd (collectively known
as 'Vutomi'), a private diamond exploration and development firm in South
Africa. Pursuant to the terms of the Agreement, Botswana Diamonds earned a 40%
equity interest in the project. More recently a separate agreement for funding
of exploration resulted in the Company's interest in Vutomi increasing from
40% to 45.94%.
The realisation of these intangible assets is dependent on the successful
discovery and development of economic diamond resources and the ability of the
Group to raise sufficient finance to develop the projects. It is subject to a
number of significant potential risks, as set out below:
The Group's exploration activities are subject to a number of significant and
potential risks including:
- licence obligations;
- exchange rate risks;
- uncertainties over development and operational costs;
- political and legal risks, including arrangements with governments
for licenses, profit sharing and taxation;
- foreign investment risks including increases in taxes, royalties
and renegotiation of contracts;
- title to assets;
- financial risk management ;
- going concern; and
- operational and environmental risks.
Included in additions for the year are £Nil (2020: £ Nil) of share based
payments, £14,225 (2020: £14,599) of wages and salaries and £65,553 (2020:
£76,910) of directors' remuneration which has been capitalized. This is for
time spent directly on the operations rather than on corporate activities.
5. PLANT AND EQUIPMENT
2021 2020
£ £
At 1 July - -
Additions 206,788 -
At 30 June 206,788 -
On 18 July 2020 the Group entered into an agreement to acquire the KX36
Diamond discovery in Botswana, along with two adjacent Prospecting Licences
and a diamond processing plant. These interests are part of a package held by
Sekaka Diamond Exploration (Pty) Ltd. The acquisition was completed on 20
November 2020. The diamond processing plant is a recently constructed,
fit-for-purpose bulk sampling plant on site. The sampling plant includes
crushing, scrubbing, dense media separation circuits and x-ray recovery
modules within a secured area.
6. CALLED-UP SHARE CAPITAL
Deferred Shares- nominal value of 0.75p Number Share Capital Share Premium
£ £
At 1 July 2019 and 2020 239,487,648 1,796,157 -
At 30 June 2020 and 2021 239,487,648 1,796,157 -
Ordinary Shares - nominal value of 0.25p
Allotted, called-up and fully paid: Number Share Capital Share Premium
£ £
At 1 July 2019 576,555,235 1,441,388 10,300,379
Issued during the year 94,666,667 236,667 281,333
Share issue expenses - - (17,000)
At 30 June 2020 671,221,902 1,678,055 10,564,712
Issued during the year 121,500,000 303,750 425,250
Share issue expenses - - (5,600)
At 30 June 2021 792,721,902 1,981,805 10,984,362
Movements in share capital
On 18 July 2019, the Company raised £250,000 through the issue of 50,000,000
new ordinary shares of 0.25p each at a price of 0.50p per share to provide
additional working capital and fund development costs.
On 18 November 2019, a total of 1,000,000 warrants were exercised at a price
of 0.60p per warrant for £6,000.
On 28 January 2020, the Company raised £250,000 through the issue of
41,666,667 new ordinary shares of 0.25p each at a price of 0.60p per share to
provide additional working capital and fund development costs. Each placing
share has one warrant attached with the right to subscribe for one new
ordinary share at 0.6p per share for a period of two years from 28 January
2020.
On 12 June 2020, a total of 2,000,000 warrants were exercised at a price of
0.60p per warrant for £12,000.
On 7 September 2020, the Company raised £300,000 through the issue of
50,000,000 new ordinary shares of 0.25p each at a price of 0.60p per share to
provide additional working capital and fund development costs. Each placing
share has one warrant attached with the right to subscribe for one new
ordinary share at 0.6p per share for a period of two years from 7 September
2020.
On 22 January 2021, the Company raised £363,000 through the issue of
60,500,000 new ordinary shares of 0.25p each at a price of 0.60p per share to
provide additional working capital and fund development costs. Each placing
share has one warrant attached with the right to subscribe for one new
ordinary share at 0.6p per share for a period of two years from 23 January
2021.
On 13 May 2021, a total of 11,000,000 warrants
were exercised at a price of 0.60p per warrant for £66,000.
7. SHARE-BASED PAYMENTS
The Group issues equity-settled share-based payments to certain directors and
individuals who have performed services for the Group. Equity-settled
share-based payments are measured at fair value at the date of grant.
Fair value is measured by use of a Black-Scholes valuation model.
The Group plan provides for a grant price equal to the average quoted market
price of the ordinary shares on the date of grant.
SHARE OPTIONS
2021 2020
Weighted average exercise price in pence Weighted average exercise price in pence
30/06/2021 30/06/2020
Options Options
Outstanding at beginning of year 11,410,000 5.14 11,410,000 5.14
Issued - - - -
Outstanding at end of the year 11,410,000 5.14 11,410,000 5,14
Exercisable at end of the year 11,410,000 5.14 11,410,000 5.14
WARRANTS
2021 2020
30/06/2021 Weighted average exercise price in pence 30/06/2020 Weighted average exercise price in pence
Warrants Warrants
Outstanding at beginning of year 105,939,394 0.60 67,272,727 0.60
Issued 110,500,000 0.60 41,666,667 0.60
Exercised (11,000,000) 0.60 (3,000,000) 0.60
Expired (66,272,727) 0.60 - -
Outstanding at end of the year 139,166,667 0.60 105,939,394 0.60
Refer to note 6 Called up Share Capital for the details of the share options
and warrants.
8. POST BALANCE SHEET EVENTS
On 23 August 2021 the Company announced that Okwa Diamonds Pty Ltd, a joint
venture with Vast Resources plc ("VAST") in which Botswana Diamonds has an
initial 10% carried interest, had conditionally agreed to acquire Gem
Diamonds Botswana Pty Ltd ("GDB"), a wholly owned subsidiary of Gem Diamonds
Ltd ("Gem Diamonds"), for a cash consideration of US$4 million. GDB's primary
asset is the fully permitted Ghaghoo diamond mine in central Botswana which
is currently under care and maintenance.
The Company has an initial free carried interest of 10% in Okwa Diamonds Pty
Ltd ("Okwa") for the first US$15 million of expenditure by Okwa, which is
being funded by VAST (including the acquisition cash consideration).
Thereafter, Botswana Diamonds will not be diluted below 2.5% of Okwa.
Botswana Diamonds can also earn up to a further 20% interest in Okwa through
funding 20% of expenditure. Under the terms of the joint venture with VAST,
Botswana Diamonds will be the operator of the Ghaghoo mine until such time as
an agreed management team is in place.
The acquisition of GDB is conditional, inter alia, on relevant regulatory and
competition authority approvals in Botswana
On 29 September 2021 the Company exercised its pre-emptive right to acquire
the outstanding third-party interests in Vutomi Mining (Proprietary)
Limited and Razorbill Properties 12 (Proprietary) Limited.
Vutomi holds the mineral rights to the Thorny River Diamond Project as well
as other exploration assets.
The consideration for Vutomi comprises 56,989,330 new ordinary shares in
Botswana Diamonds plc which, at the closing mid-market price on 28 September
2021 of 1.10p per share, is valued at £626,883.
There are no lock-in arrangements, but the consideration shares will be
issued in two equal tranches (three months apart) following
Completion. Completion is subject to a number of conditions (with a long stop
date of 22 September 2022 unless otherwise agreed between the parties).
The Company expects the conditions to be fulfilled and the transaction to
complete during Q2 2022.
The Company has further agreed that, immediately on completion of the
acquisition, the Company will sell 26% of Vutomi for a deferred consideration
of US$316,333 to the Company's local South African Empowerment partner,
Baroville, in order to comply with South African requirements on empowerment
ownership, which will be funded by a loan from Botswana Diamonds.
On completion, the Company will own 74% of Vutomi.
The Company has separately agreed to sell its interests in Evoid to Red Sky
Trust. Evoid is currently dormant and holds the Mooikloof prospecting licence
and Palmietgat prospecting licence on which very limited work has been carried
out to date. Red Sky has agreed that as soon as Evoid has the available cash
to do so, Evoid will settle the outstanding shareholder loans provided by the
Company to Evoid and which amounts to ZAR320,374 (equivalent to
approximately £16,000). There is no further consideration payable. Any
consideration received from the sale to Baroville and Red Sky will be retained
for working capital.
On 25 October 2021 the Company announced that it had raised £550,000 via
the issue of 55,000,000 new ordinary shares at a placing price of 1p per
share. Each share has one warrant attached with the right to subscribe for one
new ordinary share at 2p per new ordinary share for a period of three years
from 25 October 2021 being the date of the warrants issue.
9. GENERAL INFORMATION
The Annual Report and Accounts will be
mailed shortly only to those shareholders who have elected to receive it.
Otherwise, shareholders will be notified that the Annual Report and Accounts
will be available on the website at www.botswanadiamonds.co.uk
(http://www.botswanadiamonds.co.uk) . Copies of The Annual Report will also
be available for collection from the company's registered office at Suite 1,
3(rd) Floor, 11-12 St. James's Square, London, SW1Y 4LB
10. ANNUAL GENERAL MEETING
The Annual General Meeting is due to be held 27(th) January 2022 at The
Hilton London, Paddington, 146 Praed St, London W2 1EE, United Kingdom at
11.00am. A Notice of the Annual General Meeting is included in the Company's
Annual Report.
ENDS
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END FR FLFVSFLLVIILRecent news on Botswana Diamonds
See all newsREG - Botswana Diamonds - Unaudited Interim Statement and Financial Results
AnnouncementREG - Botswana Diamonds - Botswana Diamonds Secures Polymetallic Acreage
AnnouncementREG - Botswana Diamonds - Mining Permit Granted for Thorny River
AnnouncementREG - Botswana Diamonds - Results of Annual General Meeting
AnnouncementREG - Botswana Diamonds - Botswana Diamonds Secures Diamond Acreage
Announcement