VERITY RESOURCES LIMITED — Capital/Financing Update 2016

May 24, 2016

ABN 96 122 995 073

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ASX Code: BML

TO: COMPANY ANNOUNCEMENTS OFFICE ASX LIMITED DATE: 25 MAY 2016

CLEANSING NOTICE AND APPENDIX 3B

Botswana Metals Limited (ASX: BML) advises that 217,849,929 new fully paid ordinary shares have been issued including the placement of the shortfall from the Company’s recent 7-for-9 non-renounceable rights issue.

In line with the announcement released to the ASX on 23 May 2016 in respect to the Company’s historical Tantalum results and Lithium potential, BML is continuing to examine its database of exploration data and in particular Cobalt from recent drill results which were not included in the resource estimation previously released to the ASX. An update will be released shortly once the examination is complete.

The Company provides the following information in accordance with sections 708A(5)(e) and 708A(6) of the Corporations Act 2001 (Cth) (“the Act”):

• (a) the securities were issued without disclosure to investors under Part 6D.2 of the Act;

• (b) this notice is given under section 708A(5)(e) of the Act;

• (c) as at the date of this notice, the Company has complied with:

• (i) the provisions of Chapter 2M of the Act as they apply to the Company; and

• (ii) section 674 of the Act; and

• (d) as at the date of this notice, there is no information that is ‘excluded information’ (as defined in sections 708A(7) and 708A(8) of the Act).

An Appendix 3B is attached.

Mr Patrick 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 info@botswanametals.com.au

www.botswanametals.com.au

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 be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the+securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)	ORDINARY SHARES (ASX: BML).
	217,849,929 ORDINARY SHARES.
	FULLY PAID ORDINARY SHARES.

• See chapter 19 for defined terms.

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Appendix 3B Page 1

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)	YES.
	0.2 CENT ($0.002) PER SHARE CASH PAID IN FULL ON APPLICATION.
	FUNDS RAISED MAY BE USED AS FOLLOWS:  COSTS OF THE ISSUE;  WORKING CAPITAL (INCLUDING TO PAY CORPORATE & ADMINISTRATIVE OVERHEADS);  PAY CREDITORS OF THE COMPANY (INCLUDING DIRECTORS FOR ACCRUED AND UNPAID FEES;  IF JUSTIFIED, MINIMAL EXPLORATION ON THE COMPANY’S PROSPECTING LICENCES THAT ARE OUTSIDE THE BCL JOINT VENTURE,IN PARTICULAR PL 59/2008.

6a Is the entity an[+] eligible entity YES. 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 30 NOVEMBER 2015. resolution under rule 7.1A was passed 6c Number of +securities issued 2,750,000 ORDINARY SHARES. without security holder approval under rule 7.1

• 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. 8 Number and +class of all +securities quoted on ASX (including the +securities in section 2 if applicable)	NIL.	NIL.
	NIL.
	215,099,929 ORDINARY SHARES.
	N/A
	N/A
	RULE 7.1 – 170,589,370 RULE 7.1A – 115,559,580
	24 MAY 2016
	Number	+Class
	1,158,345,803 410,233,933	ORDINARY SHARES OPTIONS EXERCISE PRICE 1.5 CENTS ($0.015) EXPIRING 31/12/16

• See chapter 19 for defined terms.

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Appendix 3B Page 3

Appendix 3B New issue announcement

9 Number and +class of all +securities not quoted on ASX (including the +securities in section 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) Part 2 - Pro rata issue 11 Is security holder approval required? 12 Is the issue renounceable or non- renounceable? 13 Ratio in which the+securities will be offered 14 +Class of+securities to which the offer relates 15 +Record date to determine entitlements 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	Number +Class
	N/A N/A
	THE COMPANY DOES NOT YET HAVE A DIVIDEND POLICY. PAYMENT OF FUTURE DIVIDENDS WILL DEPEND UPON THE FUTURE PROFITABILITY AND FINANCIAL POSITION OF THE COMPANY.
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

Part 2 - Pro rata issue

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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 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	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 5

Appendix 3B New issue announcement

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) X +Securities described in Part 1

• (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

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

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• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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

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)

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Number +Class

42 Number and +class of all +securities quoted on ASX ( including the[+] securities in clause 38)

• See chapter 19 for defined terms.

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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: .. 25 MAY 2016 (Company Secretary)

Print name: MR RAMON JIMENEZ

== == == == ==

• See chapter 19 for defined terms.

Appendix 3B Page 8

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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 568,822,164
securities on issue 12 months before the
+ issue date or date of agreement to issue
Number Date Issue Type
Add the following:
76,033,271 21/07/2015 Share Purchase
• Number of fully paid [+] ordinary securities Plan
issued in that 12 month period under an
exception in rule 7.2 3,500,000 27/07/2015 Exercise of
Performance
• Number of fully paid [+] ordinary securities Rights
issued in that 12 month period with
shareholder approval 1,666,698 05/08/2015 Share Purchase
Plan
• Number of partly paid [+] ordinary
securities that became fully paid in that 290,473,741 15/03/2016 Rights issue to
12 month period shareholders,
issue to
underwriters
Note:
and placement
• Include only ordinary securities here –
of shortfall
other classes of equity securities cannot
be added
215,099,929 23/05/2016 Placement of
• Include here (if applicable) the securities
rights issue
the subject of the Appendix 3B to which
shortfall
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
securities cancelled during that 12 month
period
“A” 1,155,595,803
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• See chapter 19 for defined terms.

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Appendix 3B Page 9

Appendix 3B New issue announcement

Step 2: Calculate 15% of “A”

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“B” 0.15
[Note: this value cannot be changed]
Multiply “A” by 0.15 173,339,370
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has
already been used
Insert number of [+] equity securities issued Number Date Type
or agreed to be issued in that 12 month
period not counting those issued: 2,750,000 23/05/2016 Placement
• Under an exception in rule 7.2
• Under rule 7.1A
• With security holder approval under rule
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” 2,750,000
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity
under rule 7.1
“A” x 0.15 173,339,370
Note: number must be same as shown in
Step 2
Subtract “C” 2,750,000
Note: number must be same as shown in
Step 3
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Step 4: Subtract “C” from [“A” x “B under rule 7.1	”] to calculate remaining placement capacity
“A” x 0.15 Note: number must be same as shown in Step 2	173,339,370
Subtract“C” Note: number must be same as shown in Step 3	2,750,000
Total[“A” x 0.15] – “C”	170,589,370
	[Note: this is the remaining placement capacity under rule
	7.1]

• See chapter 19 for defined terms.

Appendix 3B Page 10

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Appendix 3B New issue announcement

Part 2

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Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement
capacity is calculated
“A” 1,155,595,803
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 0.10 115,559,580
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
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• 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

“A” x 0.10 Note: number must be same as shown in Step 2	115,559,580
Subtract“E” Note: number must be same as shown in Step 3	NIL
Total[“A” x 0.10] – “E”	115,559,580 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

Appendix 3B Page 12

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