TIDMBOD
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 .
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
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
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEARED 30
JUNE 2022
2022 2021
GBP GBP
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
GBP GBP
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 YEARED 30
JUNE 2022
Share
Called-up Based
Share Share Payment Retained Translation Other
Capital Premium Reserve Deficit Reserve Reserves Total
GBP GBP GBP GBP GBP GBP
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 YEARED 30 JUNE 2022
30 June 2022 30 June 2021
GBP GBP
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 GBP716,430 (2021: loss
of GBP557,499) after exchange differences on retranslation of
foreign operations of GBP22,562 (2021: loss of GBP85,392) at the
balance sheet date. The Group had net current liabilities of
GBP526,724 (2021:GBP 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 GBP294,475 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 GBP GBP
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
GBP GBP
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
GBP GBP
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 GBP253,380 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 GBPNil (2021:
GBP14,225) of wages and salaries and GBP71,768 (2021: GBP65,553) 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
GBP GBP
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
GBP GBP
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
GBP GBP
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 GBP550,000 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 GBP10,100.
On 20 January 2022, a total of 29,666,667 warrants were
exercised at a price of 0.60p per warrant for GBP178,000.
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 Weighted
average average
exercise exercise
30/06/2022 price in 30/06/2021 price
Options pence Options in pence
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 30/06/2021 Weighted
Warrants average Warrants average
exercise exercise
price in price
pence in pence
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
GBP GBP GBP GBP
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
GBP GBP GBP GBP
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 GBP10,000.
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 GBP27,215). 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 GBP13,600) 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 GBP4,000.
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 GBP282,000.
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 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 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 GBP2,475.
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 .
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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END
FR FLFVRFTLDIIF
(END) Dow Jones Newswires
December 08, 2022 02:00 ET (07:00 GMT)
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