TIDMBOD
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 GBP0.0025 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 Number of Total number
First Tranche Second Tranche of Consideration
Consideration Consideration Shares
Shares 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
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
Michael Cornish
Roland Cornish +44 (0) 020 7628 3396
Beaumont Cornish Limited - Broker
Roland Cornish
Felicity Geidt +44 (0) 207 628 3396
First Equity Limited - Joint Broker
Jason Robertson +44 (0) 207 374 2212
BlytheRay - PR +44 (0) 207 138 3206
Megan Ray +44 (0) 207 138 3553
Rachael Brooks +44 (0) 207 138 3206
Said Izagaren +44 (0) 207 138 3206
Teneo
Luke Hogg +353 (0) 1 661 4055
Alan Tyrrell +353 (0) 1 661 4055
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.
Details of the person discharging managerial responsibilities
1 / person closely associated
a) Name James Campbell
-------------------- -----------------------------------------------------
Reason for the notification
2
---------------------------------------------------------------------------
a) Position/ Managing Director
status
-------------------- -----------------------------------------------------
b) Initial Initial Notification
notification
/Amendment
-------------------- -----------------------------------------------------
Details of the issuer, emission allowance market participant,
3 auction platform, auctioneer or auction monitor
---------------------------------------------------------------------------
a) Name Botswana Diamonds PLC
-------------------- -----------------------------------------------------
b) LEI 213800UEF1WVQZIZRA91
-------------------- -----------------------------------------------------
Details of the transaction(s): section to be repeated
4 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 Ordinary Shares of 0.025p each ("Ordinary Shares")
of the financial
instrument,
type of
instrument
Identification GB00B5TFC825
code
b) Nature of First tranche of new ordinary shares issued as
the transaction consideration
-------------------- -----------------------------------------------------
c) Price(s) Director Issue price Volume(s)
and volume(s) ---------------- ------------ ----------
James Campbell 0.9p 4,745,978
---------------------------------------------------
d) Aggregated
information
- Aggregated 4,745,978 Ordinary Shares
volume
- Price 0.9p
e) Date of 28 September 2022
the transaction
-------------------- -----------------------------------------------------
f) Place of Outside a trading venue
the transaction
-------------------- -----------------------------------------------------
ENDS
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END
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(END) Dow Jones Newswires
September 28, 2022 02:02 ET (06:02 GMT)
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