TIDMBOD
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 .
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
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
Blytheweigh - 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
Naomi Holmes +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
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEARED 30
JUNE 2021
2021 2020
GBP GBP
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
GBP GBP
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 YEARED 30
JUNE 2021
Share
Called-up Based
Share Share Payment Retained Translation Other
Capital Premium Reserve Deficit Reserve Reserves Total
GBP GBP GBP GBP GBP GBP GBP
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 YEARED 30 JUNE 2021
30/06/2021 30/06/2020
GBP GBP
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 GBP557,499 (2020:
loss of GBP494,940) after exchange differences on retranslation of
foreign operations of GBP85,392 (2020: GBP103,715) at the balance
sheet date. The Group had net current liabilities of GBP537,453
(2020:GBP 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 GBP550,000 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
GBP GBP
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
GBP GBP
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
GBP GBP
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 GBP58,815 on exploring
for new licences in Zimbabwe and GBP11,203 miscellaneous costs. As
at year end no licences have been granted. Therefore, the directors
have decided to impair the costs. Accordingly, an impairment of
GBP70,018 (2020: GBP34,394) 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 GBPNil (2020: GBP Nil) of
share based payments, GBP14,225 (2020: GBP14,599) of wages and
salaries and GBP65,553 (2020: GBP76,910) 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
GBP GBP
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
GBP GBP
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
GBP GBP
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 GBP250,000 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 GBP6,000.
On 28 January 2020, the Company raised GBP250,000 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 GBP12,000.
On 7 September 2020, the Company raised GBP300,000 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 GBP363,000 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 GBP66,000.
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 Weighted
average average
exercise exercise
30/06/2021 price in 30/06/2020 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
2021 2020
30/06/2021 Weighted 30/06/2020 Weighted
Warrants average Warrants average
exercise exercise
price in price
pence in pence
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
GBP626,883.
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 GBP16,000). 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
GBP550,000 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 .
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
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END
FR FLFVSFLLVIIL
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December 06, 2021 02:00 ET (07:00 GMT)
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