VERITY RESOURCES LIMITED — Capital/Financing Update 2017

Dec 5, 2017

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(formerly Botswana Metals Limited) ASX: BML / BMLDA

ABN:

ASX ANNOUNCEMENT 6 DECEMBER 2017

ISSUE OF SHARES AND APPENDIX 3B

Issue of shares under placement and to creditors

96 122 995 073

Issued Securities:

4,210,025,150 ordinary shares

Directors:

Mr Patrick Volpe (Chairman) Mr Steve Groves (Director/Geologist) Mr Joshua Letcher (Non-executive) Mr Ed Bulseco (Non-executive)

Registered Office:

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

Contact:

p: +61 (3) 9855 1885

Pursuant to the approval granted by shareholders at the Annual General Meeting of the Company held on 27 November 2017 (“AGM”), and utilising some of the available placement capacity under ASX Listing Rule 7.1, the Company has issued 1,615,853,617 pre-consolidation shares pursuant to a placement thereby raising $1,325,000 (before costs).

Pursuant to the approval granted by shareholders at the AGM, the Company has issued 222,560,975 pre-consolidation shares to creditors being current or former Directors or their related entities in part satisfaction to the extent of $182,500 of fees and remuneration due and payable.

Cleansing notice

The following information is provided in accordance with Sections 708A(5)(e) and 708A(6) of the Corporations Act 2001 (Cth) (“the Act”):

e: info@botswanametals.com.au

About Six Sigma Metals:

Six Sigma Metals is exploring for nickel, copper, cobalt, tantalum and lithium within its ~1,500 square kilometre exploration portfolio in Botswana. These “new world” metals are becoming increasingly important as the world switches to cleaner sources of energy.

The company announced a maiden JORC Inferred Resource of 2.38Mt on 28 April 2015 from drilling within a small 185 square kilometre section of its exploration portfolio in which it had entered a joint venture with BCL. At the time cobalt was not included in the resource calculation.

Historical drilling outside of the joint venture ground has intercepted further nickel as well as significant intercepts of copper and cobalt.

A soil sampling program detected traces of lithium and tantalum which warrant further exploration.

Large tracts of the Company’s exploration portfolio remain unexplored.

• (a) 1,838,414,592 pre-consolidation fully paid ordinary shares 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).

Options

Placement applicants, and the creditors, are entitled to receive one (1) free attaching option for every three (3) shares issued to them. The Company has been advised that, due to ASX technical requirements, it is not possible for the Company to issue the options until the Company’s securities are consolidated. It is expected that the options will be issued on Friday 8 December 2017.

Appendix 3B

An Appendix 3B is attached.

Mr Patrick Volpe Chairman

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

SIX SIGMA 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 ORDINARY SHARES (ASX: BML) be issued 2 Number of[+] securities issued or 1,838,414,592 SHARES. to be issued (if known) or maximum number which may be issued 3 Principal terms of the FULLY PAID ORDINARY SHARES. +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)

• 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 YES. 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 $0.00082 CASH PER ORDINARY SHARE OR IN SATISFACTION OF OUTSTANDING FEES. 6 Purpose of the issue 1,615,853,617 ORDINARY SHARES ISSUED (If issued as consideration for UNDER PLACEMENT. PROPOSED USE OF the acquisition of assets, clearly FUNDS RAISED IS DETAILED IN THE identify those assets) PROSPECTUS LODGED BY THE COMPANY WITH ASX ON 20/11/2017. FUNDS FROM ADDITIONAL SHARES PLACED WILL BE USED FOR WORKING CAPITAL. 222,560,975 ORDINARY SHARES ISSUED TO CREDITORS BEING CURRENT OR PAST DIRECTORS OR RELATED COMPANIES IN SATISFACTION OF ACCRUED REMUNERAITON. 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 27/11/2017. resolution under rule 7.1A was passed 6c Number of[+] securities issued 91,463,411 ORDINARY SHARES. without security holder approval under rule 7.1

• See chapter 19 for defined terms.

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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.
	1,746,951,181 ORDINARY SHARES. APPROVAL OBTAINED UNDER RULE 7.1 AND RULE 10.11 AT THE ANNUAL GENERAL MEETING HELD ON 27/11/2017.
	NIL.
	N/A.
	N/A.
	RULE 7.1: 526,320,849 RULE 7.1A: 411,856,173
	05/12/2017.

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Number +Class 8 Number and +class of all 4,210,025,150 ORDINARY SHARES. +securities quoted on ASX ( including the +securities in section 2 if applicable) 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 N/A. required? 12 Is the issue renounceable or nonN/A. renounceable? 13 Ratio in which the[+] securities N/A. will be offered 14 +Class of +securities to which the N/A. offer relates 15 +Record date to determine N/A. entitlements 16 Will holdings on different N/A. registers (or subregisters) be aggregated for calculating entitlements?

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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 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)	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.

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Appendix 3B New issue announcement

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.

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

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

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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

• 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: 06/12/2017 (Company Secretary)

Print name: MR RAMON JIMENEZ

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• See chapter 19 for defined terms.

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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 1,158,345,803
securities on issue 12 months before the
+ issue date or date of agreement to issue
Number Date Issue Type
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Part 1	Part 1	Part 1	Part 1
Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
Insertnumber of fully paid+ordinary securities on issue 12 months before the +issue date or date of agreement to issue 1,158,345,803
Addth flli	Number	Date	Issue Type
e oowng: • Number of fully paid+ordinary securities issued in that 12 month period under an exception in rule 7.2 • Number of fully paid+ordinary securities issued in that 12 month period with shareholder approval • Number of partly paid+ordinary 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	20,011 250,000,000 53,950,000 219,347,372 142,652,628 547,294,744	05/01/2017 17/02/2017 11/04/2017 21/08/2017 21/08/2017 04/12/2017	Issue of shares on exercise of options. Placement of shares pursuant to ASX LR 7.3 approval at 2016 AGM Issue of shares pursuant to Directors’ Fee Plan as approved at 2016 AGM. Issue of shares pursuant to ASX LR 7.1 ratified by shareholders at 2017 AGM. Issue of shares pursuant to ASX LR 7.1A ratified by shareholders at 2017 AGM. Issue of shares under Share Purchase Plan (Exception 15 of ASX LR 7.2).

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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213,170,731 05/12/2017 Issue of shares
pursuant to
ASX LR 10.11
approved at 2017
AGM.
9,390,244 05/12/2017 Issue of shares
pursuant to
ASX LR 7.1
approved at 2017
AGM.
1,524,390,206 05/12/2017 Issue of shares
pursuant to
ASX LR 7.1
approved at 2017
AGM.
Subtract the number of fully paid [+] ordinary
securities cancelled during that 12 month
period
“A” 4,118,561,739
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Step 2: Calculate 15% of “A”

“B” 0.15 [Note: this value cannot be changed] Multiply “A” by 0.15 617,784,260

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

Step 2: Calculate 15% of “A”	Step 2: Calculate 15% of “A”	Step 2: Calculate 15% of “A”	Step 2: Calculate 15% of “A”
“B” 0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15 617,784,260
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insertnumber 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 • 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 _	Number 91,463,411	Date 05/12/2017	Type Placement of shares using available capacity under ASX LR 7.1.

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

securities on different dates as separate line items
“C”	91,463,411

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Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement
capacity under rule 7.1
“A” x 0.15 617,784,260
Note: number must be same as shown in
Step 2
Subtract “C” 91,463,411
Note: number must be same as shown in
Step 3
Total [“A” x 0.15] – “C” 526,320,849
[Note: this is the remaining placement capacity under
rule 7.1]
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• See chapter 19 for defined terms.

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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” 4,118,561,739 Note: number must be same as shown in Step 1 of Part 1

Step 2: Calculate 10% of “A”

“D” 0.10

Multiply “A” by 0.10

Note: this value cannot be changed 411,856,173

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

Number Date

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”

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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Step 4: Subtract “E” from [“A” x “D”] to calculate remaining
placement capacity under rule 7.1A
“A” x 0.10 411,856,173
Note: number must be same as shown in
Step 2
Subtract “E”
Note: number must be same as shown in
Step 3
Total [“A” x 0.10] – “E” 411,856,173
Note: this is the remaining placement
capacity under rule 7.1A
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• See chapter 19 for defined terms.

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