VERITY RESOURCES LIMITED — Capital/Financing Update 2013

Jun 10, 2013

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TO: COMPANY ANNOUNCEMENTS OFFICE ASX LIMITED

Market Cap

DATE: 11 JUNE 2013

Cash

NON-RENOUNCEABLE RIGHTS ISSUE

Botswana Metals Limited (“BML” or “the Company”) announces a nonrenounceable rights issue to raise up to $750,000. The funds will be used to meet the costs of both the Retention Licences (should they be granted) and implementing the Farm-in Joint Venture Agreement with BCL Investments (Pty) Ltd (“BCL”) within the Retention Licence areas. Also funds will be allocated to continue exploration on Prospecting Licences outside of the Retention Licence areas and for general working capital purposes.

Issued Capital

Substantial shareholders

Details of the issue are as follows:

• Two (2) new ordinary fully paid shares (“New Share”) for every five (5) shares held at the Record Date, at an issue price of one cent ($0.01) per new share.

Directors

• For every one New Share subscribed, one (1) new option exercisable at 3 cents ($0.03) each at any time up to 5pm AEST on 30 June 2016 (“Expiry Date”) will be issued to the subscriber at nil cost.

• The Rights Issue is expected to raise approximately $750,000 before expenses.

• The New Shares will rank pari passu with the existing issued shares of the Company.

Registered Office

• The Company will apply for listing of the options on the Australian Securities Exchange.

• The issue is not underwritten, however Foxfire Capital Pty Ltd, a holder of an Australian Financial Services Licence, has been appointed to manage the placement of any shortfall on a best endeavours basis at arm’s length commercial terms. The Chairman Mr Volpe is a shareholder of Foxfire Capital Pty Ltd.

Contact

The funds will be used to:

• do all that is necessary to continue with the applications of Retention Licences over areas of BML’s previous Prospecting Licences 110/94, 111/94 and 54/98 containing the Maibele North Ni+Cu project and the Airstrip & Dibete Cu+Ag project;

• fund the costs of implementing the Farm-in Joint Venture Agreement with BCL Investments (Pty) Ltd (“BCL”) to enable BCL to conduct future exploration and evaluation of the Maibele North- Ni +Cu project and the Airstrip & Dibete -Cu+Ag project with the Retention Licence areas;

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• fund addition exploration outside the Retention Licence areas designed to seek additional targets within BML’s Botswana portfolio; and

• for working capital purposes generally.

An Appendix 3B pertaining to the issue is attached.

Pat Volpe Chairman

About Botswana Metals Limited

Botswana Metals Limited is listed on the Australian Securities Exchange (ASX) and its stock code (ticker) is BML. BML is a mineral exploration company fully focused on its portfolio of exploration tenements covering approximately 2,300 sq. km all located in Botswana.

BML’s objective is to discover an economic base and precious metals resource in eastern Botswana on the well-known Limpopo Belt which extends into Botswana from its neighbouring country Zimbabwe.

Recent exploration has resulted in three discoveries for Nickel-Copper and Copper-Silver known as Airstrip Copper, Maibele North and Dibete. The Ni-Cu deposit at Maibele North is just east of Airstrip Copper whilst Dibete is 7 km to the south of Airstrip Copper.

To the east of these discoveries, a recent VTEM program has identified at least 23 new anomalies that are planned to be part of the company’s exploration focus in 2013.

In November 2012 BML entered into a strategic partnership by a Joint Venture with BCL Investments (Pty) Ltd (“BCL”). BCL is a major Botswana mining and smelting company owned by the Botswana Government and one of the world’s largest nickelcopper producers, Norilsk Nickel. The Joint Venture agreement relates to BML’s Maibele North Ni+Cu project and Airstrip Copper & Dibete Cu-Ag project. BCL has the option to fund the projects to the completion of a Bankable Feasibility Study (“BFS”) to earn a 70% interest and will have off-take rights and BML will retain a 30% interest after the BFS is completed. The agreement is subject to BML being granted Retention Licences over its former Prospecting Licences 110/94, 111/94 and 54/98 by the Department of Mines in Botswna. The agreement covers approximately 143 square kilometres of BML’s total exploration portfolio. BCL will have first right of refusal to participate in any exploration activity over any of BML’s other Prospecting Licences.

BML has solid logistical support and the projects benefit from excellent infrastructure. The Company is managed by experienced personnel who have many years’ experience in Botswana as well as other African countries. Botswana is considered to be one of the most advanced African countries in respect to its mining and exploration laws, and for safety and education where English is spoken freely.

BML has offices in Australia (Melbourne) and Botswana (at Francistown and Tobane).

Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

BOTSWANA METALS LIMITED

ABN

96 122 995 073

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of +securities issued or to 1. ORDINARY SHARES be issued 2. OPTIONS EXPIRING 30 JUNE 2016 (“ATTACHING OPTIONS”) 2 Number of[+] securities issued or 1. 75,254,127 ORDINARY SHARES to be issued (if known) or 2. 75,254,127 ATTACHING OPTIONS maximum number which may be issued 3 Principal terms of the 1. FULLY PAID ORDINARY SHARES +securities (e.g. if options, 2. ATTACHING OPTIONS EXERCISABLE AT 3 exercise price and expiry date; if CENTS ($0.03) EXPIRING 30 JUNE 2016 partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

• See chapter 19 for defined terms.

Appendix 3B Page 1

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Appendix 3B New issue announcement

4 Do the +securities rank equally in all respects from the +issue date with an existing +class of quoted +securities? If the additional +securities do not rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 6a Is the entity an +eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the +securities the subject of this Appendix 3B, and comply with section 6i 6b The date the security holder resolution under rule 7.1A was passed 6c Number of +securities issued without security holder approval under rule 7.1	1. ORDINARY SHARES WILL RANK EQUALLY WITH ORDINARY SHARES ALREADY ON ISSUE. 2. ATTACHING OPTIONS – UPON EXERCISE THE SHARES WILL RANK EQUALLY WITH ORDINARY SHARES ALREADY ON ISSUE.
	1. SHARES – 1 CENT $0.01) 2. ATTACHING OPTIONS – NIL CONSIDERATION
	RIGHTS ISSUE – FUNDS RAISED BY THE ISSUE WILL BE USED PRIMARILY TO ADVANCE EXPLORATION ACTIVITIES IN BOTSWANA AND FOR COMPANY ADMINISTRATION.
	YES
	28 NOVEMBER 2012
	NIL

• See chapter 19 for defined terms.

Appendix 3B Page 2

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Appendix 3B New issue announcement

6d Number of +securities issued with security holder approval under rule 7.1A 6e Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of +securities issued under an exception in rule 7.2 6g If +securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation. 6h If +securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B.	NIL
	NIL
	NIL
	N/A
	N/A
	47,033,830

• See chapter 19 for defined terms.

Appendix 3B Page 3

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Appendix 3B New issue announcement

Number +Class 8 Number and +class of all 263,389,445 ORDINARY SHARES +securities quoted on ASX ( including the +securities in 75,254,127 ATTACHING OPTIONS section 2 if applicable) 116,275,143 OPTIONS ON ISSUE EXERCISABLE AT 10 CENTS ($0.10) PER OPTION AT ANY TIME UP UNTIL 5PM AEST ON 30 JUNE 2013 Number +Class 9 Number and +class of all N/A N/A +securities not quoted on ASX ( including the +securities in section 2 if applicable) 10 Dividend policy (in the case of a THE COMPANY DOES NOT YET HAVE A trust, distribution policy) on the DIVIDEND POLICY. PAYMENT OF FUTURE increased capital (interests) DIVIDENDS WILL DEPEND UPON THE FUTURE PROFITABILITY AND FINANCIAL POSITION OF THE COMPANY.

Part 2 - Pro rata issue

11 Is security holder approval NO required? 12 Is the issue renounceable or nonNON-RENOUNCEABLE renounceable? 13 Ratio in which the +securities TWO NEW SHARES FOR EVERY FIVE SHARES will be offered HELD ON THE RECORD DATE PLUS ONE ATTACHING OPTION FOR EACH NEW SHARE SUBSCRIBED. 14 +Class of +securities to which the ORDINARY SHARES AND ATTACHING OPTIONS offer relates 15 +Record date to determine 20 JUNE 2013 entitlements

• See chapter 19 for defined terms.

Appendix 3B Page 4

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Appendix 3B New issue announcement

16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has security holders who will not be sent new offer documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations 20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders 25 If the issue is contingent on security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and offer documents will be sent to persons entitled	YES
	ENTITLEMENTS WILL BE ROUNDED DOWN TO THE NEAREST SHARE
	ALL COUNTRIES IN WHICH THE ENTITY HAS SECURITY HOLDERS EXCEPT AUSTRALIA AND NEW ZEALAND
	11 JULY 2013
	N/A
	N/A
	FOXFIRE CAPITAL PTY LTD WILL MANAGE THE PLACEMENT OF THE SHORTFALL, IF ANY, ON A BEST ENDEAVOURS BASIS AT ARM’S LENGTH COMMERCIAL TERMS.
	5%
	N/A
	N/A
	26 JUNE 2013

• See chapter 19 for defined terms.

Appendix 3B Page 5

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Appendix 3B New issue announcement

27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do security holders sell their entitlements in full through a broker? 31 How do security holders sell_part_ of their entitlements through a broker and accept for the balance? 32 How do security holders dispose of their entitlements (except by sale through a broker)? 33 +Issue date	13 JUNE 2013
	N/A
	N/A
	N/A
	N/A
	N/A

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

34 Type of[+] securities ( tick one )

• (a) +Securities described in Part 1 X

• (b) All other[+] securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

• See chapter 19 for defined terms.

Appendix 3B Page 6

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Appendix 3B New issue announcement

Tick to indicate you are providing the information or documents

• 35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

• 36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

• 37 A copy of any trust deed for the additional[+] securities

Entities that have ticked box 34(b)

• 38 Number of[+] securities for which +quotation is sought

39 +Class of +securities for which quotation is sought

40 Do the[+] securities rank equally in all respects from the[+] issue date with an existing[+] class of quoted +securities?

If the additional[+] securities do not rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

• See chapter 19 for defined terms.

Appendix 3B Page 7

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Appendix 3B New issue announcement

41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another +security, clearly identify that other +security) 42 Number and +class of all +securities quoted on ASX (_including_the +securities in clause 38)
	Number	+Class

• See chapter 19 for defined terms.

Appendix 3B Page 8

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Appendix 3B New issue announcement

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those +securities should not be granted +quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here:

.......... .......................................... Date: .. 11 JUNE 2013 ... (Company secretary)

Print name: .......... RICHARD BAKER ...............................................

• See chapter 19 for defined terms.

Appendix 3B Page 9

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Appendix 3B New issue announcement

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

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Insert number of fully paid [+] ordinary 188,135,318
securities on issue 12 months before the
+ issue date or date of agreement to issue
Add the following:
• Number of fully paid [+] ordinary securities NIL
issued in that 12 month period under an
exception in rule 7.2
• Number of fully paid [+] ordinary securities NIL
issued in that 12 month period with
shareholder approval
• Number of partly paid [+] ordinary NIL
securities that became fully paid in that
12 month period
Note:
• Include only ordinary securities here –
other classes of equity securities cannot
be added
• Include here (if applicable) the securities
the subject of the Appendix 3B to which
this form is annexed
• It may be useful to set out issues of
securities on different dates as separate
line items
Subtract the number of fully paid [+] ordinary NIL
securities cancelled during that 12 month
period
“A” 188,135,318
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• See chapter 19 for defined terms.

Appendix 3B Page 10

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Appendix 3B New issue announcement

Step 2: Calculate 15% of “A”
“B”	0.15
	[Note: this value cannot be changed]
Multiply“A” by 0.15	28,220,298

Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used

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Insert number of [+] equity securities issued
or agreed to be issued in that 12 month
period not counting those issued:
• Under an exception in rule 7.2 NIL
• Under rule 7.1A NIL
• With security holder approval under rule NIL
7.1 or rule 7.4
Note:
• This applies to equity securities, unless
specifically excluded – not just ordinary
securities
• Include here (if applicable) the securities
the subject of the Appendix 3B to which
this form is annexed
• It may be useful to set out issues of
securities on different dates as separate
line items
“C” NIL
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining
placement capacity under rule 7.1
“A” x 0.15 28,220,298
Note: number must be same as shown in
Step 2
Subtract “C” NIL
Note: number must be same as shown in
Step 3
Total [“A” x 0.15] – “C” 28,220,298
[Note: this is the remaining placement
capacity under rule 7.1]
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• See chapter 19 for defined terms.

Appendix 3B Page 11

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Appendix 3B New issue announcement

Part 2

Rule 7.1A – Additional placement capacity for eligible entities

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

“A” 188,135,318 Note: number must be same as shown in Step 1 of Part 1 Step 2: Calculate 10% of “A” “D” 0.10 Note: this value cannot be changed Multiply “A” by 0.10 18,813,532 Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used Insert number of[+] equity securities issued or agreed to be issued in that 12 month period under rule 7.1A Notes: • This applies to equity securities – not just ordinary securities • Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed • Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained • It may be useful to set out issues of securities on different dates as separate line items “E” NIL

Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A	Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10 Note: number must be same as shown in Step 2	18,813,532
Subtract“E” Note: number must be same as shown in Step 3	NIL
Total[“A” x 0.10] – “E”	18,813,532 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

Appendix 3B Page 13

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