VERITY RESOURCES LIMITED — Director's Dealing 2011

Feb 20, 2011

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TO: COMPANY ANNOUNCEMENTS OFFICE ASX LIMITED

Market Cap

Cash

DATE: 21 FEBRUARY 2011

CHANGE OF DIRECTORS INTERESTS

Issued Capital

Botswana Metals Limited advises of a change in the interests held in the Company’s shares by Mr Patrick Volpe, Mr Massimo Cellante and Dr Paul Woolrich, all Directors of the Company.

The respective Appendix 3Y: Change of Director’s Interest Notice for each of Mr Volpe, Mr Cellante and Dr Woolrich follows.

Unlisted Options

Substantial shareholders

Richard Baker

Company Secretary

Directors

Registered Office

Contact

Media Relations

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ABN 96 122 995 073
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Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

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 30/09/01 Amended 01/01/11

Name of entity BOTSWANA METALS LIMITED ABN 96 122 995 073

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	PATRICK VOLPE
Date of last notice	18 JANUARY 2011

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest	DIRECT & INDIRECT – SHARES DIRECT & INDIRECT - OPTIONS
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	VERMAR PTY LTD IS AN ENTITY OF WHICH MR VOLPE IS A DIRECTOR AND SHAREHOLDER. TRAYBURN PTY LTD IS AN ENTITY OF WHICH MR VOLPE IS A DIRECTOR AND SHAREHOLDER.
Date of change	17 FEBRUARY 2011
No. of securities held prior to change	14,531,159 ORDINARY SHARES 1,000,000 OPTIONS TO ACQUIRE ORDINARY SHARES EXERCISABLE AT 15 CENTS EACH EXPIRING 30 JUNE 2011. 1,000,000 OPTIONS TO ACQUIRE ORDINARY SHARES EXERCISABLE AT 10 CENTS EACH EXPIRING 30 JUNE 2011.
Class	1. ORDINARY SHARES 2. OPTIONS TO ACQUIRE ORDINARY SHARES EXERCISABLE AT 10 CENTS EACH EXPIRING 30 JUNE 2013

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

Number acquired	1. 8,750,000 ORDINARY SHARES 2. 17,500,000 OPTIONS TO ACQUIRE ORDINARY SHARES EXERCISABLE AT 10 CENTS EACH EXPIRING 30 JUNE 2013
Number disposed	NIL
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	$700,000
No. of securities held after change	23,281,159 ORDINARY SHARES 1,000,000 OPTIONS TO ACQUIRE ORDINARY SHARES EXERCISABLE AT 15 CENTS EACH EXPIRING 30 JUNE 2011. 1,000,000 OPTIONS TO ACQUIRE ORDINARY SHARES EXERCISABLE AT 10 CENTS EACH EXPIRING 30 JUNE 2011. 17,500,000 OPTIONS TO ACQUIRE ORDINARY SHARES EXERCISABLE AT 10 CENTS EACH EXPIRING 30 JUNE 2013.
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	ISSUE OF SECURITIES PURSUANT TO THE RIGHTS ISSUE OF BOTSWANA METALS LIMITED BY PARTIAL UNDERWRITING OF THE RIGHTS ISSUE AND SUBSCRIBED FOR SECURITIES TO SATISFY OBLIGATIONS PURSUANT TO THEUNDERWRITINGAGREEMENT.

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract	N/A
Nature of interest	N/A
Name of registered holder (if issued securities)	N/A
Date of change	N/A
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed	N/A
Interest acquired	N/A

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

Interest disposed	N/A
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	N/A
Interest after change	N/A

Part 3 –[+] Closed period

Part 3 – +Closed period
Were the interests in the securities or contracts detailed above traded during a +closed period where prior written clearance was required?	N/A
If so, was prior written clearance provided to allow the trade to proceed during this period?	N/A
If prior written clearance was provided, on what date was this provided?	N/A

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 3

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

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

Introduced 30/9/2001.

Name of entity	BOTSWANA METALS LIMITED
ABN	96 122 995 073

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	MASSIMO LIVIO CELLANTE
Date of last notice	24/06/2010

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest	Indirect
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	Interest arises due to the operation of section 608(3) of the_Corporations Act 2001_which gives the director a deemed relevant interest in the shares. Further information is provided in the substantial holding notices given by Bell IXL Investments Limited (ACN 113 669 908) (“Bell IXL”) to Botswana Metals Limited and the ASX under section 671B of the_Corporations Act 2001_.
Date of change	17/02/2011
No. of securities held prior to change	1. 7,239,709 2. Nil
Class	1. Ordinary shares (fully paid) 2. Options to buy ordinary shares (10 cent exercise price, expiring 30 June 2013)
Number acquired	1. 3,750,000 2. 7,500,000

• See chapter 19 for defined terms.

11/3/2002

Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

Number disposed	1. Nil 2. Nil
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation.	1. $300,000.00 2. Nil
No. of securities held after change	1. 10,989,709 2. 7,500,000
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back.	Issue of securities to Bell IXL pursuant to a rights issue by Botswana Metals Limited. Bell IXL subscribed for its full entitlement under the rights issue. Bell IXL partially underwrote the rights issue and subscribed for additional securities to satisfy its obligations under the underwritingagreement.

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract	N/A
**Nature of interest **	N/A
Name of registered holder (if issued securities)	N/A
**Date of change **	N/A
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed.	N/A
Interest acquired	N/A
Interest disposed	N/A
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation.	N/A
**Interest after change **	N/A

• See chapter 19 for defined terms.

Appendix 3Y Page 2

11/3/2002

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

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 30/09/01 Amended 01/01/11

Name of entity BOTSWANA METALS LIMITED ABN 96 122 995 073

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	PAUL WOOLRICH
Date of last notice	18 FEBRUARY 2011

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest	DIRECT & INDIRECT – SHARES DIRECT & INDIRECT - OPTIONS
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	WOOLRICH & ASSOCIATES PTY LTD IS AN ENTITY OF WHICH MR WOOLRICH IS A DIRECTOR AND SHAREHOLDER. ANNE WOOLRICH IS THE SPOUSE OF MR WOOLRICH.
Date of change	17 FEBRUARY 2011
No. of securities held prior to change	733,334 ORDINARY SHARES 1,000,000 OPTIONS TO ACQUIRE ORDINARY SHARES EXERCISABLE AT 15 CENTS EACH EXPIRING 30 JUNE 2011. 1,000,000 OPTIONS TO ACQUIRE ORDINARY SHARES EXERCISABLE AT 10 CENTS EACH EXPIRING 30 JUNE 2011.
Class	1. ORDINARY SHARES 2. OPTIONS TO ACQUIRE ORDINARY SHARES EXERCISABLE AT 10 CENTS EACH EXPIRING 30 JUNE 2013

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

Number acquired	1. 494,444 ORDINARY SHARES 2. 988,888 OPTIONS TO ACQUIRE ORDINARY SHARES EXERCISABLE AT 10 CENTS EACH EXPIRING 30 JUNE 2013
Number disposed	NIL
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	$39,555.52
No. of securities held after change	1,227,778 ORDINARY SHARES 1,000,000 OPTIONS TO ACQUIRE ORDINARY SHARES EXERCISABLE AT 15 CENTS EACH EXPIRING 30 JUNE 2011. 1,000,000 OPTIONS TO ACQUIRE ORDINARY SHARES EXERCISABLE AT 10 CENTS EACH EXPIRING 30 JUNE 2011. 988,888 OPTIONS TO ACQUIRE ORDINARY SHARES EXERCISABLE AT 10 CENTS EACH EXPIRING 30 JUNE 2013.
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	ISSUE OF SECURITIES PURSUANT TO THE RIGHTS ISSUE OF BOTSWANA METALS LIMITED BY SUBSCRIPTION FOR ENTITLEMENTS AND PARTIAL UNDERWRITING OF THE RIGHTS ISSUE AND SUBSCRIBED FOR ADDITIONAL SECURITIES TO SATISFY OBLIGATIONS PURSUANT TO THE UNDERWRITING AGREEMENT.

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract	N/A
Nature of interest	N/A
Name of registered holder (if issued securities)	N/A
Date of change	N/A
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed	N/A

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

Interest acquired	N/A
Interest disposed	N/A
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	N/A
Interest after change	N/A

Part 3 –[+] Closed period

Part 3 – +Closed period
Were the interests in the securities or contracts detailed above traded during a +closed period where prior written clearance was required?	N/A
If so, was prior written clearance provided to allow the trade to proceed during this period?	N/A
If prior written clearance was provided, on what date was this provided?	N/A

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 3