VERITY RESOURCES LIMITED — AGM Information 2011

Nov 7, 2011

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TO: COMPANY ANNOUNCEMENTS OFFICE ASX LIMITED

Market Cap

Cash

DATE: 8 NOVEMBER 2011

Issued Capital

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71,857 760 listed options at 10c
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ANNUAL GENERAL MEETING

Substantial shareholders

The Notice of Annual General Meeting of Botswana Metals Limited to be held on 25 November 2011 at 9am AEST, together with the Explanatory Memorandum and Proxy Form, has been dispatched to shareholders, along with a copy of the Company’s Annual Report to those shareholders who have elected to receive a printed copy.

Directors

The Annual General Meeting will be held at Suite 5, Level 1, 310 Whitehorse Road, Balwyn, Victoria, 3103.

A copy of the Notice of Annual General Meeting and Explanatory Memorandum follows.

Registered Office

Richard Baker Company Secretary

Contact

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Pat Volpe
P +61 3 9830 7676
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ABN 96 122 995 073
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ABN 96 122 995 073
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NOTICE OF ANNUAL GENERAL MEETING PROXY FORM

AND

EXPLANATORY MEMORANDUM

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Date of Meeting Friday 25 November 2011

Time of Meeting 9.00am AEST

Place of Meeting

Suite 5 Level 1 310 Whitehorse Road Balwyn, Victoria 3103

Botswana Metals Limited

REGISTERED OFFICE

Suite 5, Level 1, 310 Whitehorse Rd, Balwyn, Victoria, 3103, Australia Telephone +61 3 9830 7676 Facsimile +61 3 9836 3056 Email info@botswanametals.com.au

www.botswanametals.com.au

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF BOTSWANA METALS LIMITED (ACN 122 995 073) (“THE COMPANY”) WILL BE HELD AT SUITE 5, LEVEL 1, 310 WHITEHORSE ROAD, BALWYN, VICTORIA 3103 ON FRIDAY 25 NOVEMBER 2011 AT 9.00AM (AEST).

An Explanatory Memorandum containing information in relation to the resolutions to be put to the meeting accompanies this Notice of Annual General Meeting.

AGENDA

ORDINARY BUSINESS

Item 1 Financial Statements and Reports

To receive and consider the Financial Statements and the Reports of the Directors and Auditor for the year ended 30 June 2011.

Item 2 Remuneration Report (Resolution 1)

To consider and, if thought fit, to pass the following as an advisory resolution of the Company:

“That, the Company’s Remuneration Report for the financial year ended 30 June 2011 (set out in the Directors’ Report) is adopted”.

Note – Pursuant to Section 250R(3) of the Corporations Act 2001, the vote on this resolution is advisory only and does not bind the Directors or the Company.

Voting Restrictions

Botswana Metals Limited will disregard any votes cast on the resolution by any member of the key management personnel details of whose remuneration are included in the remuneration report or by any closely related party of such a member. Furthermore, Botswana Metals Limited will not vote any undirected proxies on the resolution.

Item 3 Re-election of Director (Resolution 2)

To consider and, if thought fit, to pass the following as an ordinary resolution of the Company:

“That Dr Paul Woolrich, who retires in accordance with the Company’s Constitution, and having offered himself for re-election and being eligible, is hereby re-elected as a Director of the Company”.

By Order of the Board of Botswana Metals Limited

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Richard Baker Company Secretary Dated: 24 October 2011

GENERAL NOTES

Background Information

To assist you in deciding how to vote on the above resolutions, further details as background information to the resolutions are set out in the Explanatory Memorandum forming part of this notice of meeting.

To view the Company’s Annual Report online please visit the Company’s website at www.botswanametals.com.au

Questions from shareholders

The Chairman of the meeting will allow a reasonable opportunity for stakeholders to ask general questions or make comments on the Company (aside from questions regarding the Remuneration Report and any other resolutions which will be prior to voting) after the formal part of the meeting.

Jeffrey Luckins of William Buck (Vic) Pty Ltd, as the auditor responsible for preparing the auditor’s report for the year ended 30 June 2011 (or his representative) will attend the meeting. The Chairman of the meeting will allow a reasonable opportunity for the members as a whole to ask the auditor questions at the meeting about:

• The conduct of the audit;

• The preparation and content of the auditor’s report;

• The accounting policies adopted by the Company in relation to the preparation of the financial statements; and

• The independence of the auditor in relation to the conduct of the audit.

Voting Entitlement

The Company has determined that, for the purposes of voting at the meeting, shares will be taken to be held by the registered holders as at 9am on 23 November 2011, subject to the Constitution of the Company.

Proxies

A Shareholder who is entitled to attend and vote at the meeting has a right to appoint a proxy and should use the proxy form accompanying this document. The proxy need not be a Shareholder.

A Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If a Shareholder appoints 2 proxies and the appointment does not specify the proportion or number of the Shareholder’s votes each proxy may exercise, section 249X of the Corporations Act will take effect so that each proxy may exercise half of the votes (ignoring fractions).

A proxy’s authority to speak and vote for a Shareholder at the meeting is suspended if the Shareholder is present at the meeting. The proxy form must be signed and dated by the Shareholder or the Shareholder’s attorney. Joint Shareholders must each sign. Proxy forms or the original of such authority (if any) under which the proxy form is signed must be received by Advanced Share Registry at 150 Stirling Highway, Nedlands, WA, 6009 or P.O. Box 1156, Nedlands, WA, 6909 or by fax (within Australia) (08) 9389 7871 (outside Australia) +61 8 9389 7871 not later than 48 hours before the commencement of the meeting.

Directors and Officers of all corporate shareholders should note that unless the corporate shareholder either:

• (a) completes and lodges with the Company a valid appointment of proxy in accordance with the instructions in these notes; or

(b) completes and either lodges with the Company prior to the meeting a form of appointment of or certificate of appointment of a personal representative in accordance with the provisions of Section 250D of the Corporations Law or causes such personal representative to attend the meeting with such form of appointment or certificate; or

• (c) has appointed an attorney. and such proxy, personal representative or attorney attends the relevant meeting, then such corporate shareholder will be unable to exercise any votes at the relevant meeting.

Corporate Members should comply with the execution requirements set out in these notes or otherwise comply with the provisions of Section 127 of the Act. Section 127 of the Act provides that a company may execute a document without using its common seal if the document is signed by:

• 2 directors of the company; or

• a director and a company secretary of the company; or

• for a proprietary company that has a sole director who is also the sole company secretary – that director.

For Botswana Metals Limited to rely on the assumptions set out in Sections 129(5) and (6) of the Act, a document must appear to have been executed in accordance with Section 127(1) or (2). This effectively means that the status of the persons signing the document or witnessing the affixing of the seal must be set out and conform to the requirements of Section 127(1) or (2) as applicable.

In particular a person who witnesses the affixing of a common seal and who is the sole director and sole company secretary of the company must state that next to his or her signature.

EXPLANATORY MEMORANDUM

This Explanatory Memorandum has been prepared for the information of shareholders of BOTSWANA METALS LIMITED (“the Company”) in connection with the business to be transacted at the Annual General Meeting of shareholders of Botswana Metals Limited to be held at Suite 5, Level 1, 310 Whitehorse Road, Balwyn Victoria 3103 on Friday 25 November 2011 at 9:00am AEST.

It forms part of the accompanying Notice of Meeting convening the 2011 Annual General Meeting and contains an explanation of, and information about, the following matters to be considered at the meeting:

• the Financial Statements and Reports;

• the Remuneration Report, and

• the re-election of Dr Woolrich as a Director of the Company.

The Directors recommend shareholders read the accompanying Notice of General Meeting (“Notice”) and this Explanatory Memorandum in full before making any decision in relation to the resolutions.

Item 1 Financial Statements and Reports

The Corporations Act 2001 (Cth) requires the Annual Report (which includes the financial statements and Director’s Declaration), the Director’s Report and the Auditor’s Report in respect of the financial year of Botswana Metals Limited ended 30 June 2011 to be laid before the 2011 Annual General Meeting. Shareholders will be given an opportunity at the Meeting to ask questions and make comments on these reports.

Item 2 Remuneration Report

The Corporations Act 2001 requires that the Remuneration Report be submitted to Shareholders for consideration and adoption by way of a non-binding resolution, however should the Company’s Remuneration Report receive a “no” vote of twenty-five percent (25%) or more at two consecutive Annual General Meetings, shareholders will be able to vote on a motion to hold fresh elections of the whole Board at a General Meeting of the Company’s members to be held within 90 days. The Board will take the outcome of the vote into consideration when reviewing the remuneration practices and policies of the Company. Shareholders will have the opportunity at the meeting to raise questions in respect of the Remuneration Report.

Voting Restrictions

Botswana Metals Limited will disregard any votes cast on the resolution by any member of the key management personnel details of whose remuneration are included in the remuneration report or by any closely related party of such a member. Furthermore, Botswana Metals Limited will not vote any undirected proxies on the resolution.

Item 3 Re-election of Director

In accordance with the Company’s Constitution, at every Annual General Meeting, one-third of the directors must retire from office and are eligible for re-election. The directors to retire are those who have been longest in office since their appointment or last re-appointment, or, if the directors have been in office for an equal length of time by agreement.

Dr Woolrich retires by rotation and being eligible for re-election, has consented to be re-elected and presents himself for re-election.

He is 66 years old and was appointed a non-executive director on 22 January 2008. Information about Dr Woolrich is contained in the 2011 Annual Report.