VERITY RESOURCES LIMITED — Capital/Financing Update 2017

Dec 4, 2017

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(formerly Botswana Metals Limited) ASX: BML / BMLDA

ABN:

ASX ANNOUNCEMENT 5 DECEMBER 2017

CHANGE OF NAME, ISSUE OF SPP SHARES AND APPENDIX 3B

Change of name

96 122 995 073

Issued Securities:

2,371,610,558 ordinary shares

Directors:

Mr Patrick Volpe (Chairman) Mr Steve Groves (Director/Geologist) Mr Josh 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 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.

Following the approval of shareholders at the Annual General Meeting of the Company on 27 November 2017, the change of name of the Company from BOTSWANA METALS LIMITED to SIX SIGMA METALS LIMITED has been registered by ASIC.

ASX has advised that the change of name will take effect in relation to the Company’s securities on 11 December 2017, after which the Company’s shares will be quoted under the new stock code SI6.

Issue of shares under SPP

The Company advises that it has issued 547,294,744 pre-consolidation shares to the successful applicants under the Share Purchase Plan (“SPP”). The SPP shares were issued pursuant to an offer made under ASIC Class Order [CO 09/425].

SPP options

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

Appendix 3B

An Appendix 3B is attached.

Mr Patrick Volpe Chairman

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.

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 547,294,744. 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 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 6d Number of+securities issued with security holder approval under rule 7.1A	YES.
	$0.00082 CASH PER SHARE.
	SHARES ISSUED UNDER SHARE PURCHASE PLAN (“SPP”). PROPOSED USE OF FUNDS RAISED UNDER THE SPP IS DETAILED IN THE PROSPECTUS LODGED BY THE COMPANY WITH ASX ON 20/11/2017.
	YES.
	27/11/2017.
	NIL.
	NIL.

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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.
	547,294,744 ORDINARY SHARES ISSUED UNDER SHARE PURCHASE PLAN PURSUANT TO EXCEPTION 15 OF RULE 7.2.
	N/A.
	N/A.
	RULE 7.1: 355,741,583 RULE 7.1A: 237,161,055
	04/12/2017.

• 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 2,371,610,558 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.

Appendix 3B Page 4

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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.

Appendix 3B Page 6

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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: 05/12/2017 (Company Secretary)

Print name: MR RAMON JIMENEZ

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• 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 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

Subtract the number of fully paid[+] ordinary securities cancelled during that 12 month period “A” 2,371,610,558

Step 2: Calculate 15% of “A”

“B” 0.15 [Note: this value cannot be changed] Multiply “A” by 0.15 355,741,583

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

Insert number of[+] equity securities issued or agreed to be issued in that 12 month period not counting those issued:

Number Date

Type

• 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”

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

Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1	Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
“A” x 0.15 Note: number must be same as shown in Step 2	355,741,583
Subtract“C”

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Note: number must be same as shown in Step 3
Total[“A” x 0.15] – “C”	355,741,583
	[Note: this is the remaining placement capacity under rule 7.1]

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” 2,371,610,558
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 0.10 237,161,055
Step 3: Calculate “E”, the amount of placement capacity under rule
7.1A that has already been used
Insert number of [[+]] equity securities issued Number Date
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 itemse items itemstemsmss
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----- Start of picture text -----

Step 1: Calculate “A”, the base figure from which the placement
capacity is calculated
“A” 2,371,610,558
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 0.10 237,161,055
Step 3: Calculate “E”, the amount of placement capacity under rule
7.1A that has already been used
Insert number of [[+]] equity securities issued Number Date
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 itemse items itemstemsmss
“E”
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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	237,161,055
Subtract“E” Note: number must be same as shown in Step 3
Total[“A” x 0.10] – “E”	237,161,055
	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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