VERITY RESOURCES LIMITED - AGM Information 2016

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ABN 96 122 995 073
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ASX Code: BML

TO: COMPANY ANNOUNCEMENTS OFFICE ASX LIMITED DATE: 31 OCTOBER 2016

ANNUAL GENERAL MEETING

The Annual General Meeting of Botswana Metals Limited will be held at Suite 506, Level 5, 1 Princess Street, Kew, Victoria 3101 on Wednesday 30 November 2016 at 9:00 AM.

The Notice of Annual General Meeting, Explanatory Memorandum and Proxy Form have been dispatched to shareholders. Copies of these documents are attached.

The Annual Report of the Company has also been sent to those shareholders who elected to receive a printed copy.

Pat Volpe Chairman

Botswana Metals Limited

Mailing Address Suite 3, 16 Cotham Road, Kew, Victoria 3101

Registered Office Suite 506, Level 5, 1 Princess Street, Kew, Victoria 3101 P: +61 3 9855 1885; F: +61 3 9855 2885 Email [email protected] www.botswanametals.com.au

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ABN 96 122 995 073
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NOTICE OF ANNUAL GENERAL MEETING

PROXY FORM

AND

EXPLANATORY MEMORANDUM

Date of Meeting Wednesday 30 November 2016

Time of Meeting 9:00 AM AEST

Place of Meeting

Suite 506, Level 5 1 Princess Street Kew, Victoria 3101

Botswana Metals Limited

REGISTERED OFFICE

www.botswanametals.com.au

Suite 506, Level 5, 1 Princess Street, Kew, Victoria, 3101, Australia Telephone +61 3 9855 1885 Facsimile +61 3 9855 2885 Email [email protected]

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 506, LEVEL 5, 1 PRINCESS STREET, KEW, VICTORIA 3101 ON WEDNESDAY 30 NOVEMBER 2016 AT 9:00 AM (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 2016 as required by the Corporations Act 2001 (Cth) (“the Corporations Act”).

Item 2 Adoption of the Remuneration Report (Resolution 1)

To consider and, if thought fit, to pass the following as a non-binding resolution of the Company:

“That, for the purpose of Section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report, as contained in the Company’s Annual Report for the financial year ended 30 June 2016”.

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

Voting Prohibition Statement: A vote on this Resolution must not be cast (in any capacity) by or on behalf of any of the following persons:

(a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or
(b) a Closely Related Party of such a member.

However, a person (the Voter) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:

(a) the Voter is appointed as a proxy by writing that specifies the way the proxy is to vote on the Resolution; or
(b) the Voter is the Chair and the appointment of the Chair as proxy:
(i) does not specify the way the proxy is to vote on this Resolution; and
(ii) expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company, or if the Company is part of a consolidated entity, for the entity.

Item 3 Re-election of Mr Massimo Livio Cellante as a Director (Resolution 2)

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

“That Mr Massimo Livio Cellante, who retires by rotation 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”.

SPECIAL BUSINESS

Item 4 Approval of 10% placement capacity for a further 12 months (Resolution 3)

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

“That, for the purpose of ASX Listing Rule 7.1A and for all other purposes, approval is given for the issue of Equity Securities totalling up to 10% of the issued capital, calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion Statement: The Company will disregard any votes cast on the Resolution by any person who may participate in the issue of Equity Securities under this Resolution and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed and any associates of those persons. However, the Company will not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Item 5 Approval of the placement of up to 500,000,000 shares (Resolution 4)

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

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the issue of up to 500,000,000 fully paid ordinary shares on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice.”

Voting Exclusion Statement: The Company will disregard any votes cast on the Resolution by any person who may participate in the issue of shares under this Resolution and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed and any associates of those persons. However, the Company will not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Item 6 Approval of the Directors’ Fee Plan (Resolution 5)

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

“That, for the purposes of ASX Listing Rule 7.2 (Exception 9), section 195(4) of the Corporations Act 2001 and for all other purposes, the Directors’ Fee Plan summarised in the Explanatory Memorandum accompanying this Notice is approved and approval is given to issue fully paid ordinary shares to executive and non-executive directors within three years from the date the resolution is passed as an exception to ASX Listing Rule 7.1 and ASX Listing Rule 7.1A.”

Voting Exclusion Statement: The Company will disregard any votes cast on the Resolution by any of the following persons:

(a) any Director of the Company; and
(b) any associate of a Director of the Company.

However, the Company need not disregard a vote by a person (the Voter) described above if the vote is not cast on behalf of a person described above and either:

(a) the Voter is appointed as a proxy by writing that specifies the way the proxy is to vote on the Resolution; or
(b) the Voter is the Chair and the appointment of the Chair as proxy:
(i) does not specify the way the proxy is to vote on this Resolution; and

(ii) expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company, or if the Company is part of a consolidated entity, for the entity.

Voting Prohibition Statement: A vote on this Resolution must not be cast by:

(a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or
(b) a Closely Related Party of such a member,

who is appointed as a proxy, on the basis of that appointment, where the shareholder does not specify in writing the way the proxy is to vote on the resolution.

Item 7 Approval of the issue of up to 53,950,000 shares pursuant to Directors’ Fee Plan (Resolutions 6(a), 6(b) and 6(c))

Resolution 6(a)

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

“That, subject to and conditional on Resolution 5 (Item 6) being passed, for the purposes of ASX Listing Rule 10.14, and for all other purposes, approval is given for the issue up to 53,950,000 fully paid ordinary shares to Mr Patrick John Volpe or his nominee/s under the Directors’ Fee Plan for the issue of shares in lieu of payment of remuneration in cash as set out in the Explanatory Memorandum within the period of three years commencing on the date of the Meeting.”

Resolution 6(b)

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

“That, subject to and conditional on Resolution 5 (Item 6) being passed, for the purposes of ASX Listing Rule 10.14, and for all other purposes, approval is given for the issue up to 53,950,000 fully paid ordinary shares to Dr Paul Woolrich or his nominee/s under the Directors’ Fee Plan for the issue of shares in lieu of payment of remuneration in cash as set out in the Explanatory Memorandum within the period of three years commencing on the date of the Meeting.”

Resolution 6(c)

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

“That, subject to and conditional on Resolution 5 (Item 6) being passed, for the purposes of ASX Listing Rule 10.14, and for all other purposes, approval is given for the issue up to 53,950,000 fully paid ordinary shares to Mr Massimo Livio Cellante or his nominee/s under the Directors’ Fee Plan for the issue of shares in lieu of payment of remuneration in cash as set out in the Explanatory Memorandum within the period of three years commencing on the date of the Meeting.”

Voting Exclusion Statement: The Company will disregard any votes cast on Resolution 6(a), 6(b) or 6(c) by any of the following persons:

(a) any Director of the Company; and
(b) any associate of a Director of the Company.

However, the Company need not disregard a vote by a person (the Voter) described above if the vote is not cast on behalf of a person described above and either:

(a) the Voter is appointed as a proxy by writing that specifies the way the proxy is to vote on the Resolution; or
(b) the Voter is the Chair and the appointment of the Chair as proxy:
(i) does not specify the way the proxy is to vote on this Resolution; and

(ii) expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company, or if the Company is part of a consolidated entity, for the entity.

Voting Prohibition Statement: A vote on Resolution 6(a), 6(b) or 6(c) must not be cast by:

(a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or
(b) a Closely Related Party of such a member,

who is appointed as a proxy, on the basis of that appointment, where the shareholder does not specify in writing the way the proxy is to vote on the resolution.

By Order of the Board of Botswana Metals Limited Ramon Jimenez Company Secretary Dated: 28 October 2016

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, as the auditor responsible for preparing the auditor’s report for the year ended 30 June 2016 (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 9:00 AM (AEST) on 28 November 2016, 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 the Company at Suite 506, Level 5, 1 Princess Street, Kew, Victoria 3101 or by fax (within Australia) (03) 9855 2885 (outside Australia) +61 3 9855 2885 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 Act or causes such personal representative to attend the meeting with such form of appointment or certificate; or

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 Corporations Act. Section 127 of the Corporations 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 Corporations 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 506, Level 5, 1 Princess Street, Kew, Victoria 3101 on Wednesday 30 November 2016 at 9:00 AM AEST.

It forms part of the accompanying Notice of Meeting convening the 2016 Annual General Meeting and contains an explanation of, and information about, the following matters to be considered at the meeting:

the receipt and consideration of the Financial Statements and Reports;
the adoption of the Remuneration Report,
the re-election of Mr Massimo Livio Cellante as a Director,
the approval of 10% placement capacity for a further 12 months,
the approval of the placement of up to 500,000,000 shares,
the approval of the Directors’ Fee Plan, and
the approval of the issue of up to 53,950,000 shares pursuant to the Directors’ Fee Plan.

The Directors recommend shareholders read the accompanying Notice of Annual 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 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 2016 to be laid before the 2016 Annual General Meeting. Shareholders will be given an opportunity at the Meeting to ask questions and make comments on these reports.

Item 2 Resolution 1: Adoption of the Remuneration Report

General

The Corporations Act requires that at a listed company’s Annual General Meeting, a resolution that the Remuneration Report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the Directors or the Company.

The remuneration report sets out the Company’s remuneration arrangements for the Directors and senior management of the Company. The Remuneration Report is part of the Directors’ Report contained in the Annual Report of the Company for the financial year ending 30 June 2016.

A reasonable opportunity will be provided for discussion of the Remuneration Report at the Annual General Meeting.

Voting consequences

Under changes to the Corporations Act that came into effect on 1 July 2011, if at least 25% of the votes cast on a Remuneration Report resolution are voted against adoption of the Remuneration Report in two consecutive Annual General Meetings, the Company will be required to put to Shareholders a resolution proposing the calling of a general meeting to consider the appointment of Directors of the Company (“Spill Resolution”) at the second Annual General Meeting.

If more than 50% of Shareholders vote in favour of the Spill Resolution, the Company must convene the general meeting (“Spill Meeting”) within 90 days of the second Annual General Meeting.

All of the Directors of the Company who were in office when the Directors’ Report (as included in the Company’s Annual Report for the financial year ended immediately before the second Annual General Meeting) was approved, other than the Managing Director of the Company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting. Following the Spill Meeting those persons whose election or re-election as Directors is approved will be the Directors of the Company.

At the 2015 AGM less than 25% of the votes cast on the resolution to adopt the Remuneration Report were voted against the resolution and therefore, regardless of the vote on the remuneration report at the 2016 AGM, the Company will not be required to put a Spill Resolution to shareholders at the 2016 AGM.

Proxy Restrictions

Shareholders appointing a proxy for Resolution 1 should note the following:

If you appoint a member of the Key Management Personnel as your proxy

If you elect to appoint a member of Key Management Personnel whose remuneration details are included in the Remuneration Report, or a Closely Related Party of that member, you must direct the proxy how they are to vote . Undirected proxies granted to these persons will not be included in any vote on Resolution 1.

If you appoint the Chair as your proxy

If you elect to appoint the Chair as your proxy, you do not need to direct the Chair how you wish them to exercise your vote on Resolution 1. The proxy form contains an express authorisation entitling the Chair to exercise their discretion in exercising your proxy even though Resolution 1 is connected directly or indirectly with the remuneration of Key Management Personnel.

If you appoint any other person as your proxy

You do not need to direct your proxy how to vote.

Recommendation

Noting that each Director has a personal interest in their own remuneration from the Company (as described in the Remuneration Report) and, as described in the voting restrictions on this resolution (set out above) each Director (or any Closely Related Party of a Director) is excluded from voting their shares on this resolution, the Directors recommend that shareholders vote in favour of Resolution 1 to adopt the Remuneration Report.

The Chairman will use any undirected/open proxies to vote in favour of this Resolution.

Item 3 Resolution 2: Re-election of Director Mr Massimo Livio Cellante

General

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.

Mr Massimo Livio Cellante retires by rotation and being eligible for re-election, has consented to be reelected and presents himself for re-election.

Recommendation

The Directors, other than Mr Cellante recommend that shareholders vote in favour of Resolution 2 to reelect Mr Cellante as a director of the Company.

The Chairman will use any undirected/open proxies to vote in favour of this Resolution.

Item 4 Resolution 3: Approval of 10% Placement Capacity for further 12 months

General

ASX Listing Rule 7.1A provides that an Eligible Entity may seek Shareholder approval at its Annual General Meeting to allow it to issue Equity Securities up to 10% of its issued capital over a period up to 12 months after the Annual General Meeting (“10% Placement Capacity”).

The Company is an Eligible Entity.

If Shareholders approve Resolution 3, the number of Equity Securities the Company may issue under the 10% Placement Capacity will be determined in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 (as set out below).

The effect of Resolution 3 will be to allow the Directors to issue Equity Securities up to 10% of the Company’s fully paid ordinary securities on issue under the 10% Placement Capacity during the period up to 12 months after the Meeting, without subsequent Shareholder approval and without using the Company’s 15% annual placement capacity under ASX Listing Rule 7.1.

Resolution 3 is a special resolution. Accordingly, at least 75% of votes cast by Shareholders present and eligible to vote at the Meeting must be in favour of Resolution 3 for it to be passed.

ASX Listing Rule 7.1A

ASX Listing Rule 7.1A came into effect on 1 August 2012 and enables an Eligible Entity to seek shareholder approval at its Annual General Meeting to issue Equity Securities in addition to those under the Eligible Entity’s 15% annual placement capacity.

An Eligible Entity is one that, as at the date of the relevant Annual General Meeting:

(a) is not included in the S&P / ASX 300 Index; and
(b) has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300,000,000.

The Company is an Eligible Entity as it is not included in the S&P / ASX 300 Index and has a current market capitalisation less than $300,000,000.

Any Equity Securities issued must be in the same class as an existing class of quoted Equity Securities. The Company currently has two classes of Equity Securities on issue, being Shares (ASX Code: BML) and Options (ASX: BMLOB).

The exact number of Equity Securities that the Company may issue under an approval under ASX Listing Rule 7.1A will be calculated according to the following formula:

(A x D) - E

Where:

A: is the number of Ordinary Securities on issue 12 months before the date of issue or agreement:
(A) plus the number of Ordinary Securities issued in the previous 12 months under an exception in ASX Listing Rule 7.2;
(B) plus the number of partly paid Ordinary Securities that became fully paid in the previous 12 months;
(C) plus the number of Ordinary Securities issued in the previous 12 months with approval of holders of Shares under ASX Listing Rules 7.1 and 7.4; and
(D) less the number of Ordinary Securities cancelled in the previous 12 months.
D: is 10%.

E: is the number of Equity Securities issued or agreed to be issued under ASX Listing Rule 7.1A.2 in the 12 months before the date of issue or agreement to issue that are not issued with the approval of holders of Ordinary Securities under ASX Listing Rule 7.1 or 7.4.

Technical information required by ASX Listing Rule 7.1A

Pursuant to and in accordance with ASX Listing Rule 7.3A, the information below is provided in relation to Resolution 3.

(a) Minimum Price

The minimum price at which the Equity Securities may be issued is 75% of the volume weighted average price of Equity Securities in that class, calculated over the 15 ASX trading days on which trades in that class were recorded immediately before:

(i) the date on which the price at which the Equity Securities are to be issued is agreed; or
(ii) if the Equity Securities are not issued within 5 ASX trading days of the date on which the price at which the Equity Securities are to be issued is agreed, the date on which the Equity Securities are issued.

(b) Date of Issue

The Equity Securities may be issued under the 10% Placement Capacity commencing the date of the Meeting and expiring on the first to occur of the following:

(i) 12 months after the date of this meeting; and
(ii) the date of approval by Shareholders of any transaction under ASX Listing Rules 11.1.2 (a significant change to the nature or scale of the Company’s activities) or 11.2 (disposal of the Company’s main undertaking).

or such longer period if allowed by ASX (“10% Placement Capacity Period”).

(c) Risk of voting dilution

Any issue of Equity Securities under the 10% Placement Capacity will dilute the interests of Shareholders who do not receive any Shares under the issue.

If Resolution 3 is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 10% Placement Capacity, the economic and voting dilution of existing Shares would be shown in the table below.

The table below shows the dilution of existing Shareholders calculated in accordance with the formula outlined in ASX Listing Rule 7.1A.2, on the basis of the current market price of Shares and the current number of Equity Securities on issue as at the date of this Notice.

The table also shows the voting dilution impact where the number of Shares on issue (variable A in the formula) changes and the economic dilution where there are changes in the issue price of Shares issued under the 10% Placement Capacity.

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Variable ‘A’ Dilution
in ASX Listing Rule
$0.001 $0.002 $0.004
7.1A.2
50% decrease Issue Price 100% increase
In Issue Price In Issue Price
10% Voting 115,559,580 115,559,580 115,559,580
Current Variable ‘A’
Dilution Shares Shares Shares
1,155,595,803 Shares
Funds $115,560 $231,119 $462,238
raised
10% Voting 173,339,370 173,339,370 173,339,370
50% increase in current
Dilution Shares Shares Shares
Variable ‘A’
1,733,393,705 Shares Funds $173,339 $346,679 $693,357
raised
10% Voting 231,119,161 231,119,161 231,119,161
100% increase in current
Dilution Shares Shares Shares
Variable ‘A’
2,311,191,606 Shares Funds $231,119 $462,238 $924,477
raised
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*The number of Shares on issue (variable A in the formula) could increase as a result of Shares that do not require Shareholder approval to be issued (such as under a pro-rata rights issue, scrip issued under a takeover offer or shares issued on the exercise of options) or that are issued with Shareholder approval under ASX Listing Rule 7.1.

The table above uses the following assumptions:

The $0.002 issue price set out above is the closing price of the Shares on the ASX on 21 October 2016.
The Company issues the maximum possible number of Equity Securities under the 10% Placement Capacity.
The Company has not issued any Equity Securities in the 12 months prior to the Meeting that were not issued under an exception in ASX Listing Rule 7.2.
The calculations above do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.
This table does not set out any dilution pursuant to approvals under ASX Listing Rule 7.1.

Shareholders should note that there is a risk that:

(i) the market price for the Company’s Shares may be significantly lower on the issue date than on the date of the Meeting; and
(ii) the Shares may be issued at a price that is at a discount to the market price for those Shares on the date of issue.

Purpose of Issue under 10% Placement Capacity

Funds raised from the issue of Equity Securities under the 10% Placement Capacity will be used to pay the costs of the issue, the corporate and administrative overheads of the Company, for working capital and to pay exploration expenditures.

Allocation under the 10% Placement Capacity

The allottees of the Equity Securities to be issued under the 10% Placement Capacity have not yet been determined. However, the allottees of Equity Securities could consist of current Shareholders or new investors (or both) but no shares will be issued to related parties of the Company.

The Company will determine the allottees at the time of the issue under the 10% Placement Capacity, having regard to the following factors:

(i) the purpose of the issue;
(ii) alternative methods for raising funds available to the Company at that time, including, but not limited to, an entitlement issue or other offer where existing Shareholders may participate,
(iii) the effect of the issue of the Equity Securities on the control of the Company;
(iv) the circumstances of the Company, including, but not limited to, the financial position and solvency of the Company;
(v) prevailing market conditions; and
(vi) advice from corporate, financial and broking advisors (if applicable).

(d) Previous Approval under ASX Listing Rule 7.1A

The Company previously obtained approval under ASX Listing Rule 7.1A on 30 November 2015. In the 12 months preceding the date of the meeting the Company did not issue any shares pursuant to the ASX Listing Rule 7.1A approval obtained on 30 November 2015.

The total number of equity securities issued in the 12 months preceding the date of the meeting is 508,323,670 which represented 47.94% of the total number of equity securities on issue at the commencement of that 12 month period.

In the 12 months preceding the date of the meeting the following securities have been issued or are proposed to be issued:

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Number of Issue Discount Total Amount
Date securities Issued to price to market consideration spent
15/03/2016 290,473,741 Rights issue to $0.002 50.00% $580,945 cash $580,945
fully paid shareholders,
ordinary shares issue to
underwriters
and placement
of rights issue
shortfall.
23/05/2016 2,750,000 fully Placement to $0.002 50.00% $5,500 cash $5,500
paid ordinary Mr Graeme
shares Alan Menzies.
23/05/2016 215,099,929 Placement of $0.002 50.00% $430,200 cash ~$191,200
fully paid rights issue
ordinary shares shortfall.
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Discount calculated based on the $0.004 closing price of shares on 8 February 2016 being the day before the rights issue was announced by the Company.

Funds raised by the above issues were used, and may be used, to pay the costs of the issues, the corporate and administrative overheads of the Company, for working capital and to pay exploration expenditures.

Voting Exclusion

A voting exclusion statement is included in this Notice. As at the date of this Notice, the Company has not invited any existing Shareholder to participate in an issue of Equity Securities under ASX Listing Rule 7.1A. Therefore, no existing Shareholders will be excluded from voting on Resolution 3.

Recommendation

The Directors unanimously recommend that shareholders vote in favour of Resolution 3 to approve the additional 10% placement capacity.

The Chairman will use any undirected/open proxies to vote in favour of this Resolution.

Item 5 Resolution 4: Placement of up to 500,000,000 Shares

Background

In order to enable the Company to quickly raise significant capital should the need arise and the appropriate opportunity exists, the Directors consider it prudent to obtain authorisation to issue shares in excess of the issue capacity provided by ASX Listing Rule 7.1 and ASX Listing Rule 7.1A.

Resolution 4 seeks shareholder approval under ASX Listing Rules 7.1 to issue of up to 500,000,000 further shares by way of private placement.

ASX Listing Rules

ASX Listing Rule 7.1 provides that the Company must not issue or agree to issue more equity securities if such issue, when aggregated with the securities issued by the Company during the previous 12 months, would be a number that exceeds 15% of the issued ordinary securities at the commencement of that 12 month period, unless an exception in ASX Listing Rule 7.2 applies or the issue is approved by shareholders.

ASX Listing Rule 7.1A permits the Company to issue additional equity securities up to a further 10% of the number of issued ordinary securities where it has prior approval from its shareholders. Shareholders have previously given such approval, and Resolution 3 will be put to the Annual General Meeting to refresh the approval for a further 12 months.

The approval pursuant to Resolution 4 will give the Company greater flexibility to issues shares over and above the capacity provided by ASX Listing Rule 7.1 and ASX Listing Rule 7.1A.

Shareholder approval is sought under ASX Listing Rule 7.1 for the issue of the shares.

If Resolution 4 is not passed, then the 500,000,000 shares will not be issued however the Company may still place shares using the available placement capacity under ASX Listing Rule 7.1 or ASX Listing Rule 7.1A.

If Resolution 4 is passed, then the shares may be issued at the discretion of the Directors.

Mandatory disclosures

As required by ASX Listing Rule 7.3 the following information is provided:

Maximum number of securities to be issued

500,000,000 fully paid ordinary shares.

Issue price of securities

The shares will be issued at a cash price not less than 80% of the volume weighted average market price for fully paid ordinary shares over the last 5 days on which sales of shares were recorded before the day on which the shares are issued payable in full on application.

Issue date of securities

The securities will be issued no later than three months after the date of the meeting.

Terms of securities

Fully paid ordinary shares ranking equally with all other fully paid ordinary shares

Names of allottees or the basis on which allottees will be determined
The allottees will be professional, sophisticated investors and other exempt investors (as defined in section 708 of the Corporations Act) and no related parties will participate in the placement.
No shares will be placed to an allottee if it would result in the allottee, its associates or any other person breaching Section 606 of the Corporations Act.
The placement will be managed by Foxfire Capital Pty Ltd (“Foxfire”) or such other Australian Financial Services Licensee(s) selected by the Directors on normal commercial terms and conditions. By way of disclosure Mr Patrick John Volpe, Chairman and substantial shareholder of the Company is a substantial shareholder of, and consultant to, Foxfire.
The manager of the placement will be paid a fee up to 5% (plus GST) of the value of the shares issued under the placement.
Intended use of the funds raised Funds raised will be used to pay the costs of the issue, the corporate and administrative overheads of the Company, for working capital and to pay exploration expenditures.
Voting exclusion statement Included in the Notice of Annual General Meeting.

Recommendation

The Directors recommend that shareholders vote in favour of Resolution 4 to approve the issue of shares.

The Chairman will use any undirected/open proxies to vote in favour of this Resolution.

Item 6 Resolution 5: Approval of Directors’ Fee Plan

Background

Since 1 January 2014 the Directors have routinely been paid only 50% of their remuneration in cash with the balance accrued and paid when the Company has been in a position to make payment. The Board has decided to introduce a Directors’ Fee Plan to provide another mechanism by which remuneration can be provided to the Directors. Pursuant to the Plan a Director may elect to receive all or part of remuneration owing to them by way of the issue of fully paid ordinary shares, which will be issued at the closing price for shares on ASX as at the business day prior to the date a Director elects to receive shares under the Plan.

The Company has not implemented a Directors’ Fee Plan in the past three years and accordingly no shares have been issued by the Company under such a plan in that time.

ASX Listing Rules

12 month period, unless an exception in ASX Listing Rule 7.2 applies or the issue is approved by shareholders.

ASX Listing Rule 7.2, in Exception 9, provides that ASX Listing Rule 7.1 does not apply to an issue under an employee incentive scheme if, within the three years before the date of issue, shareholders have approved the issue as an exception to ASX Listing Rule 7.1

The rules of the Plan are submitted to shareholders for approval at the meeting for the first time.

If approval is granted, then any securities issued under the Plan will be excluded from the calculation of the maximum number of new securities that can be issued by the Company under ASX Listing Rule 7.1.

Corporations Act

As all directors are eligible to participate in the Plan it is possible that they would all have a “material personal interest” in any matters arising under the Plan and as such would be unable to form a quorum at any meetings necessary to carry out transactions relation to the Plan. The Directors have accordingly exercised their right under Section 195(4) of the Corporations Act for shareholders to approve the carrying out of transactions relating to the Plan.

Directors’ Fee Plan Terms

The Board of Directors will be responsible for administering the Plan in accordance with these terms:

All executive and non-executive Directors of the Company are entitled during the term of the Directors’ Fee Plan (“the Plan”) to elect by written notice to the Company (“Election Notice”) to be paid some or all of the remuneration due and owing to them or their associates by the Company from time to time as fees for services in respect of acting as a Director or in respect of any consulting work undertaken by the Director or its associates (“Outstanding Remuneration”) by way of an issue of fully paid ordinary shares (“Plan Shares”).
An Election Notice may be given by an executive or non-executive Director (“Participating Director”) within ten business days after 31 March, 30 June, 30 September or 31 December during the Plan and must specify:
(a) the amount of any Outstanding Remuneration that a Participating Director wishes to be paid by way of Plan Shares under the Plan; and
(b) whether the Participating Director wishes to have the Plan Shares issued in his or her own name or in the name of a nominee (Recipient).
An Election Notice may be given to the Company in any manner permitted under the Constitution of the Company or the Corporations Act for the service of notices on the Company.
Plan Shares will be issued to each Participating Director who elects (or their nominee), by giving an Election Notice, to be issued Plan Shares in lieu of any Outstanding Remuneration.
The issue price of each Plan Share will be the closing price of fully paid ordinary shares in the Company on the ASX on the business day before an Election Notice is given by a Participating Director and any fractional entitlement to be issued Plan Shares must be rounded up to the nearest whole number.

Subject to clauses 8 and 9 below, the Company must:
(a) issue the Plan Shares to the Recipient within three Business Days of receipt of an Election Notice;
(b) cause a cleansing notice to be issued under Section 708A(5) of the Corporations Act in respect of the Plan Shares issued to the Recipient;
(c) promptly deliver a holding statement to the Recipient in respect of the Plan Shares; and
(d) cause the Plan Shares to be quoted on ASX as soon as reasonably practicable at the Company’s cost and expense.
The obligation of the Company to issue Plan Shares is subject to any required shareholder or regulatory approvals being obtained including under the ASX Listing Rules or the Corporations Act and the Company will use its best endeavours to obtain such approvals at its own cost.
It is the responsibility of the Participating Director to ensure that the acquisition of Plan Shares will not result in the Participating Director, the Recipient, or any other person, contravening Section 606 of the Corporations Act. The Company will not issue the full number of Plan Shares to a Recipient if the result of such issue would be that the Recipient, or an associate, acquires a relevant interest in more than 20% of the issued capital of the Company (“Prohibited Acquisition”) and the Company will instead issue such lesser number of Plan Shares that will not result in a Prohibited Acquisition. The Company is not obliged under Clause 7 above to seek approval of shareholders to enable a Prohibited Acquisition to take place.
Plan Shares issued will rank equally with all other fully paid ordinary shares then on issue.
Unless otherwise approved by Shareholders of the Company in General Meeting, the maximum number of Plan Shares which may be issued by the Company in the three years following approval of the Plan is 53,950,000 Plan Shares.

Directors and associates

ASX Listing Rule 10.14 prevents the Company from issuing shares to Directors and their associates without the approval of shareholders.

Shareholder approval will be obtained for all such issues of shares:

Resolution 6(a) will be put to the meeting to authorise the issue of shares to Mr Patrick John Volpe (Executive Chairman);
Resolution 6(b) will be put to the meeting to authorise the issue of shares to Dr Paul Woolrich (Non-executive Director); and
Resolution 6(c) will be put to the meeting to authorise the issue of shares to Mr Massimo Livio Cellante (Non-executive Director).

Proxy Restrictions

Shareholders appointing a proxy for Resolution 5 should note the following:

If you appoint a person who is excluded from voting as your proxy

proxy how they are to vote . Undirected proxies granted to these persons will not be included in any vote on Resolution 5.

If you appoint the Chair as your proxy

If you elect to appoint the Chair as your proxy, you do not need to direct the Chair how you wish them to exercise your vote on Resolution 5. The proxy form contains an express authorisation entitling the Chair to exercise their discretion in exercising your proxy even though Resolution 5 is connected directly or indirectly with the remuneration of Key Management Personnel.

If you appoint any other person as your proxy

You do not need to direct your proxy how to vote.

Recommendation

The Directors, recommend that shareholders vote in favour of Resolution 5 to approve the Plan.

The Chairman will use any undirected/open proxies to vote in favour of this Resolution.

Item 7 Resolutions 6(a), 6(b) and 6(c): Approval of issue of up to 53,950,000 shares pursuant to Directors’ Fee Plan

Background

Shareholder approval is sought pursuant to ASX Listing Rule 10.14 for the issue of up to 53,950,000 fully paid ordinary shares in the Company under the Directors’ Fee Plan to any of Mr Patrick John Volpe, Dr Paul Woolrich, Mr Massimo Livio Cellante or their nominees. In accordance with the requirements of ASX three separate resolutions will be put to the meeting each approving Mr Volpe, Dr Woolrich and Mr Cellante being issued shares under the Directors’ Fee Plan.

These Resolutions are subject to and conditional upon Item 6 (Resolution 5) to adopt the Directors’ Fee Plan being passed. If Item 6 (Resolution 5) is not passed, then these Resolutions will be withdrawn and not considered or voted upon at the meeting.

Under the Directors’ Fee Plan, a Participating Director may elect to receive all or part of any fees owing to them or their associates by way of the issue of fully paid ordinary shares which will be issued at the closing price for shares on the business day prior to the date on which the Participating Director gives the Company an Election Notice to take up shares under the plan.

Impact of the issue of shares under the Directors’ Fee Plan

Assuming that the maximum number of shares are issued under the Directors’ Fee Plan and no other shares are issued, then the share structure of the Company will be as follows:

Description	Number of Shares	% of issued shares
Current capital	1,158,345,803	95.55%
Plan shares	53,950,000	4.45%
Total	1,212,295,803	100.00%

ASX Listing Rules

ASX Listing Rule 10.14 provides that the Company must not permit a director of the Company or an associate of a director of the Company from acquiring securities under an employee incentive scheme without obtaining the approval of holders of ordinary securities.

The proposed issue of fully paid ordinary shares under the Plan to executive and non-executive Directors requires shareholder approval and such approval is sought by these Resolutions.

The following information is provided in accordance with ASX Listing Rule 10.15A:

Identity of party receiving securities The Plan Shares will be issued to one or more of Mr Patrick John Volpe, Dr Paul Woolrich, Mr Massimo Livio Cellante or their nominees. Mr Volpe, Dr Woolrich and Mr Cellante are Directors of the Company.
Maximum number of securities to be issued The maximum number of Plan Shares is 53,950,000. The number of Plan Shares to be issued from time to time will be determined by dividing the amount of fees that have been nominated for payment by the issue of shares under the Plan by the closing price of shares on the ASX on the day before an Election Notice is given to the Company.
Price at which the securities will be issued Plan Shares will be issued at the closing price of shares on the ASX on the day before an Election Notice is given to the Company. Plan Shares will be issued in satisfaction of remuneration payable by the Company and accordingly no cash will be raised from the issue of Plan Shares.
Incentive scheme details The Directors’ Fee Plan is to be approved at the meeting. No shares have been issued under the plan or any similar plan in the past three years.
Persons entitled to participate in the plan Shares will only be issued under the Plan to Mr Patrick John Volpe, Dr Paul Woolrich, Mr Massimo Livio Cellante or their nominees.
Voting exclusion statement

Included in the Notice of Annual General Meeting.

Loan details

No loans will be provided in connection with the Directors’ Fee Plan.

Reporting of issue of securities under the Plan and exclusion of other participants until shareholder approval is obtained

The Company will release an announcement to the ASX whenever Plan Shares are issued. In addition, the Company will publish details of the Plan Shares issued in each Annual Report of the Company relating to a period in which Plan Shares were issued and will specify that approval for the issue of the shares was obtained pursuant to ASX Listing Rule 10.14.

Any persons, other than Mr Volpe, Dr Woolrich or Mr Cellante, who become entitled to participate in the Directors’ Fee Plan after the approval of the resolution will not participate in the Plan until approval is obtained for their participation pursuant to ASX Listing Rule 10.14.

Date of issue of securities
The Plan Shares are intended to be issued as and when elections are made by Participating Directors under the Directors’ Fee Plan, the intention being that Plan Shares may be issued to Participating Directors a maximum of 13 business days after the end of each quarter, but in any event by no later than 3 years from the date of the meeting.

Remuneration of Directors

Details of the Directors’ current remuneration per annum (inclusive of superannuation (where applicable) but exclusive of GST) is set out in the following table together with the amount of remuneration accrued and unpaid as at 30 June 2016:

Director	Remuneration per annum	Accrued remuneration to 30 June 2016
Patrick John Volpe	$330,000	$270,000
Paul Woolrich	$30,000	$25,950
Massimo Livio Cellante	$32,850	$25,950

Director’s interests in securities of the Company

Excluding the Plan Shares that are yet to be issued, the Directors have the following direct and/or indirect interests in shares and options of the Company:

interests in shares and options	of the Company:
Director	Interest in Shares	Interest in Options
Patrick John Volpe	187,827,897	44,296,738
Paul Woolrich	3,902,777	1,841,666
Massimo Livio Cellante	73,941,742	15,000,000

Corporations Act

Mr Patrick John Volpe, Dr Paul Woolrich and Mr Massimo Livio Cellante are Directors of the Company and are related parties of the Company pursuant to Section 228 of the Corporations Act.

The issue of shares under the Directors’ Fee Plan to one or more of the Directors will constitute the giving of a financial benefit to a related party of the Company, for which member approval is usually required pursuant to Section 208 of the Corporations Act.

Section 210 of the Corporations Act provides that member approval is not required to provide a benefit on terms that would be reasonable in the circumstances if the public company and the related party were dealing at arm’s length or are less favourable to the related party than those terms.

Furthermore, Section 211 of the Corporations Act provides that member approval is not required to provide a benefit being remuneration to a related party as an officer or employee of the Company and the giving of the remuneration is reasonable having regard to:

the circumstances of the Company in giving the remuneration; and
the related party’s circumstances (including the responsibilities involved in the office or employment).

The Board is of the view that the exceptions in Section 210 and Section 211 of the Corporations Act are relevant to the financial benefits to be provided under the Directors’ Fee Plan as the Plan Shares are to be issued at the closing market price and in satisfaction of remuneration owed. Accordingly, the Company is not seeking the approval of members under Section 208 of the Corporations Act.

Save as is set out above, the Directors are not aware of any other information reasonably required by shareholders to make a decision in relation to the benefits contemplated by this Resolution.

Proxy Restrictions

Shareholders appointing a proxy for Resolution 6(a), 6(b) or 6(c) should note the following:

If you appoint a person who is excluded from voting as your proxy

A voting exclusion statement appears immediately after the text of the resolution on the notice of meeting. If you elect to appoint a party excluded from voting on the resolution as your proxy, you must direct the proxy how they are to vote . Undirected proxies granted to these persons will not be included in any vote on Resolution 6(a) ,6(b) or 6(c).

If you appoint the Chair as your proxy

If you elect to appoint the Chair as your proxy, you do not need to direct the Chair how you wish them to exercise your vote on Resolution 6(a), 6(b) or 6(c). The proxy form contains an express authorisation entitling the Chair to exercise their discretion in exercising your proxy even though Resolution 6(a), 6(b) and 6(c) are connected directly or indirectly with the remuneration of Key Management Personnel.

If you appoint any other person as your proxy

You do not need to direct your proxy how to vote.

Recommendation

All the Directors of the Company, being eligible to participate in the Directors’ Fee Plan and to be issued with shares, have an interest in the outcome of Resolutions 6(a), 6(b) or 6(c) and as such, abstain and do not make any recommendation in respect of this Resolution.

The Chairman will use any undirected/open proxies to vote in favour of this Resolution.

Send completed forms:

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By delivery or post to: Suite 506, Level 5 1 Princess Street Kew, Victoria 3101

Appointment of proxy

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||||
|---|---|---|
|By fax to:|
|(03) 9855 2885|
|BY NO LATER THAN 9:00 AM ON|
|MONDAY 28 NOVEMBER 2016|
|ASX Code|BML|
|Sequence Number|«SEQUENCE»|
|Annual ReNotice of Meetinport|g|«ANNUAL«NOTICE__OFREPORT» _MEETING»|

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If you propose to attend and vote at the Annual General Meeting, please bring this form with you. This will assist in registering your attendance.

«NAME1» «NAME2» «NAME3» «NAME4» «NAME5» «NAME6»

I/We being a member(s) of Botswana Metals Limited ABN 96 122 995 073 and entitled to attend and vote hereby appoint.

the Chairman of the Meeting (mark box) A OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered securityholder) you are appointing as your proxy

or failing the person/body corporate named, or if no person/body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following instructions (or if no directions have been given, as the proxy sees fit) at the Annual General Meeting of the Company to be held at 9:00 AM AEST on Wednesday 30 November 2016 and at any adjournment of that meeting. Where more than one proxy is to be appointed or where voting intentions cannot be adequately expressed using this form an additional form of proxy is available on request from the company. Proxies will only be valid and accepted by the Company if they are signed and received at the Company’s registered office no later than 48 hours before the meeting.

By signing this form, you acknowledge that the Chair of the Meeting if appointed as your proxy, or appointed by default, may exercise your proxy even if he has an interest in the outcome of any of the resolutions and where the votes cast by the Chair of the Meeting for that resolution other than as proxy holder would be disregarded because of that interest. You also expressly authorise the Chair to exercise your proxy even though a resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

The Chairman intends to vote undirected proxies IN FAVOUR of Resolutions 1 to 6 (inclusive). If the Chairman changes his voting intention then an announcement will be made to the ASX.

X

Should you desire to direct your proxy how to vote on any resolution please insert in the appropriate box below.

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||||||
|---|---|---|---|---|
|For|Against|Abstain*|
|Resolution 1|Adoption of the Remuneration Report||||
|Resolution 2|Re-election of Mr Massimo Livio Cellante as a Director||||
|Resolution 3|Approval of 10% placement capacity for a further 12 months||||
|Resolution 4|Approval of the placement of up to 500,000,000 shares||||
|Resolution 5|Approval of the Directors’ Fee Plan||||
|Resolution 6(a)|Approval of the issue of up to 53,950,000 shares pursuant to the Directors’ Fee Plan to Mr Patrick John Volpe||||
|Resolution 6(b)|Approval of the issue of up to 53,950,000 shares pursuant to the|
|Directors’ Fee Plan to Dr Paul Woolrich||||
|Resolution 6(c)|Approval of the issue of up to 53,950,000 shares pursuant to the|
|Directors’ Fee Plan to Mr Massimo Livio Cellante||||

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*If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

SIGNATURE OF SECURITYHOLDERS – THIS MUST BE COMPLETED B

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|---|---|---|
|Securityholder 1 (individual)|Joint Securityholder 2 (individual)|Joint Securityholder 3 (individual)|
|Sole Director and Sole Company Secretary|Director/Company Secretary (Delete one)|Director|

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This form should be signed by the securityholder. If a joint holding, either securityholder may sign. If signed by the securityholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the securityholder’s constitution and the Corporations Act 2001 (Cth) .

Chapter 2C of the Corporations Act 2001 (Cth) requires information about you as a securityholder (including your name, address and details of the securities you hold) to be included in the public register of the entity in which you hold securities. Information is collected to administer your security holding and if some or all of the information is not collected then it might not be possible to administer your security holding. You can obtain access to your personal information by contacting the Company at the address or fax number shown on this form.

AI assistant

VERITY RESOURCES LIMITED — AGM Information 2016

66020_rns_2016-10-30_7141009b-eab3-4ebd-ab01-284ff3e0975c.pdf

ASX Code: BML

ANNUAL GENERAL MEETING

Pat Volpe Chairman

Botswana Metals Limited

NOTICE OF ANNUAL GENERAL MEETING

PROXY FORM

AND

EXPLANATORY MEMORANDUM

Place of Meeting

Botswana Metals Limited

NOTICE OF ANNUAL GENERAL MEETING

AGENDA

ORDINARY BUSINESS

To consider and, if thought fit, to pass the following as a non-binding resolution of the Company:

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

SPECIAL BUSINESS

Item 4 Approval of 10% placement capacity for a further 12 months (Resolution 3)

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

Item 5 Approval of the placement of up to 500,000,000 shares (Resolution 4)

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

Item 6 Approval of the Directors’ Fee Plan (Resolution 5)

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

Item 7 Approval of the issue of up to 53,950,000 shares pursuant to Directors’ Fee Plan (Resolutions 6(a), 6(b) and 6(c))

Resolution 6(a)

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

Resolution 6(b)

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

Resolution 6(c)

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

GENERAL NOTES

Background Information

Questions from shareholders

Voting Entitlement

Proxies

EXPLANATORY MEMORANDUM

Item 1 Financial Statements and Reports

Item 2 Resolution 1: Adoption of the Remuneration Report

General

Voting consequences

Proxy Restrictions

If you appoint a member of the Key Management Personnel as your proxy

If you appoint the Chair as your proxy

If you appoint any other person as your proxy

Recommendation

Item 3 Resolution 2: Re-election of Director Mr Massimo Livio Cellante

General

Recommendation

Item 4 Resolution 3: Approval of 10% Placement Capacity for further 12 months

General

ASX Listing Rule 7.1A

Technical information required by ASX Listing Rule 7.1A

(a) Minimum Price

(b) Date of Issue

(c) Risk of voting dilution

The table above uses the following assumptions:

Purpose of Issue under 10% Placement Capacity

Allocation under the 10% Placement Capacity

(d) Previous Approval under ASX Listing Rule 7.1A

Voting Exclusion

Recommendation

Item 5 Resolution 4: Placement of up to 500,000,000 Shares

Background

ASX Listing Rules

Mandatory disclosures

Recommendation

Item 6 Resolution 5: Approval of Directors’ Fee Plan

Background

ASX Listing Rules

Corporations Act

Directors’ Fee Plan Terms

Directors and associates

Proxy Restrictions

If you appoint a person who is excluded from voting as your proxy

If you appoint the Chair as your proxy

If you appoint any other person as your proxy

Recommendation

Item 7 Resolutions 6(a), 6(b) and 6(c): Approval of issue of up to 53,950,000 shares pursuant to Directors’ Fee Plan

VERITY RESOURCES LIMITED AGM Information 2016