REG - Botswana Diamonds - Completion of acquisition of Thorny River Project

Botswana DiamondsAnnouncement

28/09/2022 07:00

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RNS Number : 8893A  Botswana Diamonds PLC  28 September 2022

 

28(th) September 2022

 

Botswana Diamonds PLC

("Botswana Diamonds" or the "Company")

 

Completion of acquisition of Thorny River Project

 

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 is pleased to announce that the Company has now received Section 11
regulatory approval for the transaction in terms of the South African MPRDA
and all conditions have been satisfied. The Acquisition has therefore
completed.

 

John Teeling, Chairman, commented: "I am pleased that we have received all the
regulatory approvals allowing this this transaction to be completed.  This
will allow the company to expedite the mine permitting of Thorny River, with
the initial applications having already taken place".

 

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 today to the vendors of Vutomi
and application will be made for the First Tranche Consideration Shares, which
will rank pari passu with the existing Ordinary Shares, to be admitted to
trading on AIM and it is expected that this will take place on or around 4
October 2022 ("Admission").

The vendors of Vutomi Mining and Razorbill included, among others, James
Campbell (a director of the Company) and the directors of Vutomi Mining and
Razorbill. These individuals are related parties as defined by the AIM Rules
and accordingly, the transaction was treated as a related party transaction
pursuant to AIM Rule 13 (see announcement dated 29 September 2021).

The Consideration Shares to be issued to James Campbell are set out in the
following table:

 

 Director        Number of First Tranche Consideration Shares  Number of Second Tranche Consideration Shares  Total number of Consideration Shares
 James Campbell  4,745,978                                     4,745,977                                      9,491,955

 

On admission of the First Tranche Ordinary Shares, James Campbell will be
interested in a total of 6,057,384 Ordinary Shares representing 0.63%. of the
enlarged issued share capital of the Company.

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 requirements on empowerment ownership, which will be funded by a
loan from Botswana Diamonds. On completion, the Company therefore owns 76% of
Vutomi.

Following the Admission of the First Tranche Consideration Shares, Botswana
Diamonds will have 956,203,234 Ordinary Shares in issue which will also
represent the total number of voting rights in the Company. The above figure
should be used by shareholders as the denominator for the calculations by
which they will determine if they are required to notify their interest in, or
a change to their interest in, the Company under the FCA's Disclosure and
Transparency Rules.

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 as it forms part of UK Domestic Law by virtue of
the European Union (Withdrawal) Act 2018.

The person who arranged the release of this announcement on behalf of the
Company was James Campbell.

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)

 

Beaumont Cornish Limited, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting as nominated adviser to
the Company in relation to the matters referred herein. Beaumont Cornish
Limited is acting exclusively for the Company and for no one else in relation
to the matters described in this announcement and is not advising any other
person and accordingly will not be responsible to anyone other than the
Company for providing the protections afforded to clients of Beaumont Cornish
Limited, or for providing advice in relation to the contents of this
announcement or any matter referred to in it.

APPENDIX

 The following disclosure is made in accordance with Article 19 of the EU
Market Abuse Regulation 596/2014.

 1    Details of the person discharging managerial responsibilities / person closely
      associated
 a)   Name                                                         James Campbell
 2    Reason for the notification
 a)   Position/ status                                             Managing Director
 b)   Initial notification /Amendment                              Initial Notification

 3    Details of the issuer, emission allowance market participant, auction

    platform, auctioneer or auction monitor

 a)   Name                                                         Botswana Diamonds PLC
 b)   LEI                                                          213800UEF1WVQZIZRA91
 4    Details of the transaction(s): section to be repeated for (i) each type of

    instrument; (ii) each type of transaction; (iii) each date; and (iv) each
      place where transactions have been conducted
 a)   Description of the financial instrument, type of instrument  Ordinary Shares of 0.025p each ("Ordinary Shares")

      Identification code                                          GB00B5TFC825

 b)   Nature of the transaction                                    First tranche of new ordinary shares issued as consideration

 c)   Price(s) and volume(s)                                                              Director        Issue price  Volume(s)

                                                                                          James Campbell  0.9p         4,745,978

 d)   Aggregated information

      - Aggregated volume                                          4,745,978 Ordinary Shares

      - Price                                                      0.9p

 e)   Date of the transaction                                      28 September 2022

 f)   Place of the transaction                                     Outside a trading venue

d)

 

Aggregated information

- Aggregated volume

4,745,978 Ordinary Shares

- Price

0.9p

e)

 

Date of the transaction

28 September 2022

f)

 

Place of the transaction

Outside a trading venue

 

ENDS

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