VERITY RESOURCES LIMITED — Capital/Financing Update 2013

Jun 27, 2013

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TO: COMPANY ANNOUNCEMENTS OFFICE ASX LIMITED

Market Cap

DATE: 28 JUNE 2013

Cash

FIRST RENEWAL APPLICATION UPDATE AND SUPPLEMENTARY PROSPECTUS

Issued Capital

Botswana Metals Limited has received advice from the Department of Geological Survey (“DGS”) in Botswana that applications for renewal of Prospecting Licences PL360/2008 Mmadinare and PL158/2009 Lepokole have not been granted by the DGS.

Substantial shareholders

Even though both tenements are in the grass roots exploration phase and are of low priority to the Company’s exploration program (no funds from the Company’s current Non-renounceable Rights Issue are allocated to these two PLs), the Company will object to this decision on the basis that it believes it has fulfilled the requirements for both these Prospecting Licences to be renewed.

Directors

It is important to note that neither PL360/2008 Mmadinare nor PL158/2009 Lepokole comprise areas covered by the Retention Licence applications.

Registered Office

On 26 June 2013 the Company dispatched a Replacement Prospectus and will now issue a Supplementary Prospectus to advise Shareholders entitled to participate in the Non-renounceable Rights Issue of the above matter. A copy of the Supplementary Prospectus lodged with ASIC today is attached.

Pat Volpe Chairman

Contact

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ABN 96 122 995 073
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BOTSWANA METALS LIMITED

ABN 96 122 995 073

SUPPLEMENTARY PROSPECTUS

A non-renounceable offer to Eligible Shareholders of 2 New Shares for every 5 existing Shares held, plus 1 free Attaching Option for each New Share subscribed for (“ Rights Issue ”) to raise a total of approximately $752,541 before costs.

The Rights Issue closes at 5:00pm on 11 July 2013.

IMPORTANT NOTICE

This Supplementary Prospectus is dated 28 June 2013 and is supplementary to the Replacement Prospectus dated 19 June 2013 (“Replacement Prospectus”) issued by Botswana Metals Limited ACN 122 995 073 (“Company”). This Supplementary Prospectus was lodged was lodged with the Australian Securities and Investments Commission (“ASIC”) on 28 June 2013. Neither ASIC nor ASX Limited (“ASX”) takes any responsibility as to the contents of this Supplementary Prospectus. This Supplementary Prospectus must be read together with the Replacement Prospectus. To the extent of any inconsistency between this Supplementary Prospectus and the Replacement Prospectus, the provisions of this Supplementary Prospectus will prevail. Unless other indicated, terms defined and used in the Replacement Prospectus have the same meaning in this Supplementary Prospectus. This document is important. It should be read in its entirety. If you do not understand its contents or are in doubt as to the course you should follow, you should consult your stockbroker or professional adviser. Neither Botswana Metals Limited nor any other person guarantees the performance of the Securities offered pursuant to this Prospectus, or the performance of Botswana Metals Limited, or the return of any investment.

The information below is intended to supplement and amend the information contained in the Replacement Prospectus.

1. Amendments to Replacement Prospectus

The Replacement Prospectus is amended by this Supplementary Prospectus by deleting the final paragraph under the heading “(c) Expiry of Tenements” and directly before the heading “(d) Resource and Reserve Estimates” on page 15 and replacing it with the following wording:

“Prospecting Licences PL 360/2008 Mmadinare and PL 158/2009 Lepokole expired on 30 September 2011 and renewal applications were lodged by the Company within the required timeframe. However the Company has received advice from the Department of Geological Survey (“DGS”) in Botswana that its applications for renewal of PL360/2008 and PL158/2009 have not been granted by the DGS.

Even though both tenements are in the grass roots exploration phase the Company will object to this decision on the basis that it believes it has fulfilled the requirements for these Prospecting Licences to be renewed. Potential investors should be aware that the Company’s objection may not succeed, in which case the consequences are similar to those outlined above.

It is important to note that neither PL360/2008 Mmadinare nor PL158/2009 Lepokole comprise areas covered by the Retention Licence applications.

Under Section 2.4 Application of Funds in the Replacement Prospectus no funds to be raised from the Non-renounceable Rights Issue were to be allocated to PL360/2008 or PL158/2009.”

2. Application for Securities

The Directors of the Company believe that the matters raised in this Supplementary Prospectus are not materially adverse from the point of view of the investor, however any Shareholder who has already taken up their Entitlement or applied for Shortfall under the Replacement Prospectus prior to the date of the Supplementary Prospectus will be notified in writing and given the opportunity to withdraw their application within one month and be refunded the amount of money they have provided for the purpose of subscribing under the Rights Issue in full.

3. Directors’ authorisation and responsibility

Each of the Directors of the Company has authorised the issue of this Supplementary Prospectus and accepts responsibility for the information contained in this Supplementary Prospectus.

All of the other details in relation to the terms of the Offer and other matters recorded under the Replacement Prospectus remain unchanged. The Directors believe that the matters in this Supplementary Prospectus are not materially adverse from the point of view of an investor.

This Supplementary Prospectus has been signed by Patrick Volpe on behalf of all of the Directors of the Company, each of whom has consented to the signature, lodgement and issue of this Supplementary Prospectus and has not withdrawn that consent before lodgement.

Dated 28 June 2013

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Signed for and on behalf of Botswana Metals Limited By Patrick Volpe Chairman

Supplementary Prospectus Botswana Metals Limited (ACN 122 995 073)