REG - Botswana Diamonds - Annual Results for the Year Ended 30 June 2022
08/12/2022 07:01
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RNS Number : 9643I Botswana Diamonds PLC 08 December 2022
8(th) December 2022
Botswana Diamonds PLC
("Botswana Diamonds" or the "Company")
Annual Results for the Year Ended 30 June 2022
Notice of Annual General Meeting
Botswana Diamonds plc (AIM: BOD) today announces its audited annual results
for the year ended 30 June 2022.
Chairman's Statement
Botswana Diamonds (BOD) is a rare animal - a listed diamond explorer. In
recent years mineral exploration has gone out of fashion. Explorers spend
money and it has become extremely hard to raise exploration finance from
either the public or institutions. Money to finance expensive exploration
programmes is virtually impossible to raise and yet the potential rewards for
a successful discovery are substantial.
The principals in BOD believe that they can deliver meaningful returns to
investors. They have done so in their earlier vehicle, African Diamonds, which
discovered, with their partners De Beers, what is now Lucara Diamond Karowe
mine in Botswana. The BOD directors and employees are very experienced in
diamonds, Africa, mining and exploration.
We are using this experience to acquire exploration assets in areas of good
diamond potential, Botswana, South Africa, and possibly, Zimbabwe. While we
have pure blue sky exploration licences we tend to focus on areas where
diamonds have already been discovered but for a variety of reasons the ground
has been or is being let go. There is an exploration saying - the best place
to find a mine is where there is or was a mine. You can see this approach in
our Botswana strategy where we have increased our stake in the Maibwe joint
venture, in the acquisition of the KX36 discovery which contains substantial
quantities of diamonds and in our unsuccessful attempt to acquire the closed
Ghaghoo mine. In South Africa, we have taken our Thorny River project to
mining application stage. We would hope to begin production in Q2 / Q3 of
2023. In the meantime, the adjacent Marsfontein ground will be contract mined
from early 2023. We have recently been awarded a five-year prospecting licence
on the Reivilo cluster of kimberlites in South Africa. We have acquired an
extensive body of exploration data on Reivilo in return for a small royalty.
We continue to liaise with the authorities in Zimbabwe on entering the diamond
sector. There are significant geological opportunities in the country. The
objective is to find a formula which suits all parties.
Turning to the diamond market. In a turbulent world it is good to report a
significant recovery from the impact of Covid. Diamond mining companies, even
the more marginal operators, have had a good post-Covid return to business.
Both prices and also volumes have increased, prices substantially. Even more
interesting is the large growth in sales in the United States. But global
recession and Chinese turbulence suggest the near-term future could be rocky.
The growth in sales of Lab Grown Diamonds must be watched but a comparison is
the luxury goods sectors. You can buy good quality department store clothes
but the luxury clothing sector continues to grow. Likewise, the demand for
buying luxury cars still continues to grow. A natural diamond is a rare
creation of nature from billions of years ago; these diamonds will certainly
endure and natural diamonds are internationally scarce, rare and collectibles.
Projects
Botswana
We are focused on the Kaapvaal craton in Botswana, South Africa and Zimbabwe -
an area which hosts, and has hosted, many of the largest and best diamond
mines in the world.
Botswana has been our focus. The country is the largest producer by value
and is a good country to work in, stable with the Rule of Law. We work in the
Kalahari where the sand cover is a major obstacle. Techniques to "see" through
the sand are evolving and we are using, and will use, this new technology.
The principle focus during the period under review was the attempt to acquire
the Ghaghoo mine in the Kalahari. The mine had a short unsuccessful history
and we undertook a study to see if we could improve operational efficiencies
and we believe that we can. We needed a partner and we found one who was
ultimately unable to provide the required funds. However, we continue to keep
a watching brief. The attractions of Ghaghoo is a large deposit of good
quality diamonds and a fully built plant and infrastructure. The Government
of Botswana have also been most helpful and encouraging from a regulatory
perspective.
We own the KX36 discovery to the south of Ghaghoo. We acquired this diamond
deposit as part of the acquisition of Sekaka Diamonds, a subsidiary of Petra
Diamonds. It is estimated the deposit holds up to 24 million tonnes containing
up to 76 carats per hundred tonnes (chpt). Diamond value was previously
estimated at $65 a carat and utrestimates are up to $97 a carat. Diamond
deposits are very rare and incredibly difficulty to discover.
We hold exploration licences surrounding KX36 where we expect there should be
additional kimberlites as it is rare to find one isolated kimberlite. We also
hold a 26% interest in the Maibwe kimberlites to the south of KX36.
On our wholly-owned licences in Sunland Minerals we identified 200 priority
targets. We have narrowed this to 8 targets that need to be further explored
and drilled.
We increased our stake in the Maibwe joint venture to 50% by acquiring a stake
from the liquidator of BCL in Botswana. We agreed a 2% royalty on any future
production. There are four kimberlite pipes on the licences. A drill programme
is needed.
South Africa
We believe that there are big opportunities for diamond exploration and
development in South Africa. We are focusing on where we believe the best
opportunities are available to BOD.
The Thorny River venture, on which we have spent significant time and money,
is likely to begin production in 2023. Thorny River is a kimberlite dyke
system which we have demonstrated to be an extension of the Marsfontein and
Klipspringer mines. Exploration has identified two deposits which between them
contain up to 2m tons. We expect the grade to be between 46 and 74 cpht of
good quality diamonds.
We have applied for mining permits which we expect to be issued by mid-2023.
We are working our way through development options on the discovery. We have a
proposal from a contractor who would provide all mining and processing
equipment in return for a percentage interest. This is being evaluated and
considered as a potential viable option.
Mining is expected to begin in the first quarter of 2023on the Marsfontein
waste dumps. We mined here previously, but without success. We have identified
the causes and the new plan should overcome the previous mining issues.
Neither Thorny River or Marsfontein are company makers but they will provide
cash flow and will make BOD a diamond producer.
In recent months we have been awarded a licence on the Reivilo ground. This is
a licence of great interest to BOD. It contains kimberlite pipe. We have
obtained a databank on Reivilo from Petra in return for a small royalty. We
are reviewing this data and plan on processing Petra's drill core for
microdiamonds in the near future.
Zimbabwe
Zimbabwe has excellent potential to be a significant diamond producer. BOD has
maintained contacts in the country. We had a joint venture with Vast which
ultimately came to nothing. We are now actively involved in discussions on a
possible entry. Whether this happens or not will depend on the ground offered
and on the joint venture terms.
Finance & Future
Exploration companies have no revenues and active explorers spend money. In
recent years BOD has been funded by a small group of private investors as
little or no funding was available in London or Johannesburg.
Our strategy is clear. To have a pipeline project at every stage of
development. Our first production will come on stream in the near future. We
have a number of projects where diamond deposits already exist. We have drill
ready exploration projects. Our task now is to get our message out to
investors.
John Teeling
Chairman
7(th) December 2022
Annual Report and Notice of Annual General Meeting
The Company's Annual Report and Accounts for the year ended 30 June 2022 (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, 7th Floor, 50 Broadway, London SW1H 0BL.
The Annual General Meeting ("AGM") is due to be held Thursday 19(th) January
2023 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.
The information communicated within this announcement is deemed to constitute
inside information as stipulated under the Market Abuse Regulations (EU) No
596/2014 which is part of UK law by virtue of the European Union (Withdrawal)
Act 2018. The person who arranged for the release of this announcement on
behalf of the Company was John Teeling, Director.
A copy of this announcement is available on the Company's website,
at www.botswanadiamonds.co.uk (http://www.botswanadiamonds.co.uk/)
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
BlytheRay - PR +44 (0) 207 138 3206
Megan Ray
Rachael Brooks +44 (0) 207 138 3553
Said Izagaren +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
www.botswanadiamonds.co.uk (http://www.botswanadiamonds.co.uk)
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2022
2022 2021
£ £
Administrative expenses (485,612) (402,089)
Impairment of exploration and evaluation assets (253,380) (70,018)
OPERATING LOSS (738,992) (472,107)
LOSS FOR THE YEAR BEFORE TAXATION (738,992) (472,107)
Income tax expense - -
LOSS AFTER TAXATION
Other Comprehensive Income (738,992) (472,107)
Items that may be reclassified subsequently to profit or loss
Exchange difference on translation of foreign operations 22,562 (85,392)
TOTAL COMPREHENSIVE INCOME FOR THE YEAR (716,430) (557,499)
Loss per share - basic (0.09p) (0.06p)
Loss per share - diluted (0.09p) (0.06p)
CONSOLIDATED BALANCE SHEET AS AT 30 JUNE 2022
30 June 2022 30 June 2021
£ £
ASSETS:
NON CURRENT ASSETS
Intangible assets 8,184,621 8,194,032
Plant and equipment 207,640 206,788
8,392,261 8,400,820
CURRENT ASSETS
Other receivables 48,981 42,038
Cash and cash equivalents 158,476 164,658
207,457 206,696
TOTAL ASSETS 8,599,718 8,607,516
LIABILITIES:
CURRENT LIABILITIES
Trade and other payables (734,181) (744,149)
TOTAL LIABILITIES (734,181) (744,149)
NET ASSETS 7,865,537 7,863,367
EQUITY
Called-up share capital - deferred shares 1,796,157 1,796,157
Called-up share capital - ordinary shares 2,197,680 1,981,805
Share premium 11,487,087 10,984,362
Share based payment reserves 111,189 111,189
Retained deficit (6,443,797) (5,704,805)
Translation reserve (299,492) (322,054)
Other reserve (983,287) (983,287)
TOTAL EQUITY 7,865,537 7,863,367
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2022
Share
Called-up Based
Share Share Payment Retained Translation Other
Capital Premium Reserve Deficit Reserve Reserves Total
£ £ £ £ £ £
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
Issue of shares 215,875 522,225 - - - - 738,100
Share issue expenses - (19,500) - - - - (19,500)
Loss for the year and total comprehensive income - - - (738,992) 22,562 - (716,430)
At 30 June 2022 3,993,837 11,487,087 111,189 (6,443,797) (299,492) (983,287) 7,865,537
CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 30 JUNE 2022
30 June 2022 30 June 2021
£ £
CASH FLOW FROM OPERATING ACTIVITIES
Loss for the year (738,992) (472,107)
Foreign exchange losses 15,932 (4,187)
Impairment of exploration and evaluation assets 253,380 70,018
(469,680) (406,276)
MOVEMENTS IN WORKING CAPITAL
(Decrease)/Increase in trade and other payables (9,968) 112,417
Increase in other receivables (6,943) (16,651)
NET CASH USED IN OPERATING ACTIVITIES (486,591) (310,510)
CASH FLOW FROM INVESTING ACTIVITIES
Additions to exploration and evaluation assets (222,259) (262,869)
NET CASH USED IN INVESTING ACTIVITIES (222,259) (262,869)
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from share issue 738,100 729,000
Share issue costs (19,500) (5,600)
NET CASH GENERATED FROM FINANCING ACTIVITIES 718,600 723,400
NET INCREASE IN CASH AND CASH EQUIVALENTS 9,750 150,021
Cash and cash equivalents at beginning of the financial year 164,658 17,994
Effect of foreign exchange rate changes (15,932) (3,357)
Cash and cash equivalents at end of the financial YEAR 158,476 164,658
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 2021. 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 2022 or 30 June 2021, but is derived from those
accounts. The financial statements for the year ended 30 June 2021 have been
delivered to Companies House and those for the year ended 30 June 2022 will be
delivered to Companies House shortly
The auditors have
reported on the 2022 statements; their report was unqualified 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 loss for the year of £716,430 (2021: loss of £557,499)
after exchange differences on retranslation of foreign operations of £22,562
(2021: loss of £85,392) at the balance sheet date. The Group had net current
liabilities of £526,724 (2021:£ 537,453) 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. Subsequent to year end the
Company has raised a total of £294,475 from the exercise of warrants. Further
details are outlined in Note 10.
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):
2021 2021
Numerator £ £
For basic and diluted EPS - loss after taxation (738,992) (472,107)
Denominator No. No.
For basic and diluted EPS 844,141,491 739,571,217
Basic EPS (0.09p) (0.06p)
Diluted EPS (0.09p) (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:
2022 2021
£ £
Cost:
At 1 July 9,562,528 9,385,051
Additions 222,259 262,869
Exchange gain/(loss) 21,710 (85,392)
At 30 June 9,806,497 9,562,528
Impairment:
At 1 July 1,368,496 1,298,478
Impairment 253,380 70,018
At 30 June 1,621,876 1,368,496
Carrying Value:
At 1 July 8,194,032 8,086,573
At 30 June 8,184,621 8,194,032
Segmental analysis 2022 2021
£ £
Botswana 6,635,686 6,829,604
South Africa 1,548,935 1,364,428
8,184,621 8,194,032
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.
During the current year, the Group recorded an impairment charge of £253,380
on expenditure incurred exploring for new licences in Botswana and South
Africa and expenditure incurred on the Ghaghoo diamond mine as the Group was
unsuccessful in securing a joint venture partner to complete the acquisition.
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. A separate agreement for funding of
exploration resulted in the Company's interest in Vutomi increasing from 40%
to 45.94%. On 28 September 2022 the Group increased its' interest from 45.94%
to 74%, further information is detailed in Note 10.
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 payments of £Nil (2021: £14,225) of
wages and salaries and £71,768 (2021: £65,553) 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
2022 2021
£ £
At 1 July 206,788 -
Additions - 206,788
Exchange gain 852 -
At 30 June 207,640 206,788
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 2020 and 2021 239,487,648 1,796,157 -
At 30 June 2021 and 2022 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 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
Issued during the year 86,350,000 215,875 522,225
Share issue expenses - - (19,500)
At 30 June 2022 879,071,902 2,197,680 11,487,087
Movements in share capital
On 25 October 2021, the Company raised £550,000 through the issue of
55,000,000 new ordinary shares of 0.25p each at a price of 1.0p 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 2.0p per share for a period of three years from 5 November
2021.
On 3 December 2021, a total of 1,683,333 warrants were exercised at a price of
0.60p per warrant for £10,100.
On 20 January 2022, a total of 29,666,667 warrants were exercised at a price
of 0.60p per warrant for £178,000.
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
2022 2021
Weighted average exercise price in pence Weighted average exercise price in pence
30/06/2022 30/06/2021
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
2022 2021
30/06/2022 Weighted average exercise price in pence 30/06/2021 Weighted average exercise price in pence
Warrants Warrants
Outstanding at beginning of year 139,166,667 0.60 105,939,394 0.60
Issued 55,000,000 2.0 110,500,000 0.60
Exercised (31,350,000) 0.60 (11,000,000) 0.60
Expired - - (66,272,727) 0.60
Outstanding at end of the year 162,816,667 1.07 139,166,667 0.60
Refer to note 6 Called up Share Capital for the details of the share options
and warrants.
8. OTHER RESERVES
Share Based Payment Reserve Translation Reserve Other Reserves Total
£ £ £ £
Balance at 30 June 2020 111,189 (236,662) (983,287) (1,108,760)
Foreign Exchange Gain/Loss (85,392) (85,392)
Balance at 30 June 2021 111,189 (322,054) (983,287) (1,194,152)
Foreign Exchange Gain/Loss 22,562 22,562
Balance at 30 June 2022 111,189 (299,492) (983,287) (1,171,590)
Share Based Payment Reserve
The share based payment reserve arises on the grant of share options under the
share option plan as detailed in Note 7.
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.
9. RETAINED DEFICIT
Group Company
2022 2021 2022 2021
£ £ £ £
Opening Balance (5,704,805) (5,232,698) (8,987,016) (8,554,330)
Loss for the year (738,992) (472,107) (656,998) (432,686)
Closing Balance (6,443,797) (5,704,805) (9,644,014) (8,987,016)
Retained Deficit
Retained deficit comprises of losses incurred in the current and prior years.
10. POST BALANCE SHEET EVENTS
On 4 July 2022 the Company announced that pursuant to the receipt of
conversion notice from a holder of 1,666,667 warrants exercisable at 0.60
pence each, it had issued 1,666,667 ordinary shares for £10,000.
On 20 July 2022 the Company announced the acquisition of an additional stake
in the prospective Maibwe joint venture in Botswana.
Details
Siseko Minerals Pty Ltd ("Siseko") increased its stake in the highly
prospective Maibwe JV from 29% to 50%. BOD holds a 51.7% stake in Siseko.
The consideration payable by Siseko is Pula 411,800 (equivalent to
approximately £27,215). In addition, Maibwe agreed to pay a royalty to the
liquidators of BCL Botswana of 2% from any future commercial development.
Maibwe has eleven Prospecting Licenses in the Kalahari of Botswana with
several kimberlite pipes; one of which has reported significant quantities of
microdiamonds.
The agreement was subject to the following
conditions:
· Regulatory (Section 23) approval;
· Competition Authority approval, if
required;
· Guarantee for the acquisition
consideration;
· Authorisation that the liquidators can
enter into such an agreement, and lastly
· Execution of the Royalty Agreement.
The completion date is 90-days after the
signature date of the agreement.
BOD funded its share of the consideration (amounting to approximately
£13,600) from existing resources. Maibwe is effectively dormant and in the
last financial period for the year ended 31 May 2020 total assets were nil
(with all exploration expenditure expensed) and the loss before tax amounted
to approximately £4,000.
On 8 September 2022 the Company announced that pursuant to the receipt of
conversion notices from holders of 47,000,000 warrants exercisable at 0.60
pence each, it had issued 47,000,000 ordinary shares for £282,000.
On 28 September 2022 the Company announced that the Vutomi acquisition had
completed.
Previously on 29 September 2021 the Board announced that it had exercised its
pre-emptive right to acquire the outstanding third-party interests in Vutomi
Mining (Proprietary) Limited and Razorbill Properties 12 (Proprietary) Limited
(together "Vutomi"). Vutomi holds the mineral rights to the Thorny River
Project as well as other exploration assets. The acquisition of Vutomi
("Acquisition") was conditional on, inter alia, customary regulatory and
competition authority approvals in South Africa.
The Board announced that the Company had received Section 11 regulatory
approval for the transaction in terms of the South African MPRDA all
conditions had been satisfied.
As previously announced, the consideration for Vutomi comprises 56,989,330 new
ordinary shares of £0.0025 each ("Ordinary Shares") in the Company
("Consideration Shares"). There are no lock-in arrangements, but the
Consideration Shares will be issued in two equal tranches (three months apart)
following Completion. Accordingly, 28,464,665 Consideration Shares ("First
Tranche Consideration Shares") have been issued to the vendors of Vutomi.
The Company also agreed that immediately on completion of the Acquisition, the
Company would sell 26% of Vutomi for a deferred consideration of US$316,333 to
the Company's local South African Empowerment partner, Baroville Trade and
Investments 02 Proprietary Limited ("Baroville"), in order to comply with
South African
On 6 October 2022 the Company announced that pursuant to the receipt of
conversion notice from a holder of 412,545 warrants exercisable at 0.60 pence
each, it had issued 412,545 ordinary shares for £2,475.
11. 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, 7th Floor, 50 Broadway, London SW1H 0BL
12. ANNUAL GENERAL MEETING
The Annual General Meeting is due to be held on Thursday 19(th) January 2023
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
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