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TO: COMPANY ANNOUNCEMENTS OFFICE ASX LIMITED

Market Cap

DATE: 31 OCTOBER 2011

QUARTERLY REPORT TO 30 SEPTEMBER 2011

Cash

Cash at the end of the September 2011 Quarter was $2.45M (see attached Appendix 5B).

The Company remained focused on its three discoveries (Airstrip, Maibele North and Dibete) during the quarter and commenced a review of its 46 VTEM (Versatile Time-Domain Electromagnetic) anomalies recently discovered with the objective of prioritising the Eastern 27 VTEM anomalies covered on PL 54/98 for drilling in 2012.

Issued Capital

Substantial shareholders

During the quarter BML:

Continued drilling focused on Airstrip following from an extensive drill program at Dibete last quarter (June 2011) with results received and interpreted in July 2011.

Directors

Continued with the preparation of an application for a retention licence for submission to the Department of Geological Survey (“DGS”) in Botswana for PL110/94 (with Airstrip and Maibele discoveries)
Commenced mineralogical work to assist in the design of metallurgical tests at Dibete and Airstrip.
Was granted a new licence PL126/2011 Xia2 and relinquished PL’s 44/2004 and PL 48/2004.
Is awaiting the advice of an extension application for PL 47/2004 Gobe Shear lodged with the DGS as this PL is believed to be an extension of the Dibete discovery and the VTEM survey producing anomalies that further supports this.

Registered Office

Confirmed by drilling at Airstrip, confirming that at least 7 of the 16 conductors are mineralised for Cu and Ag.
Completed interpretation of laboratory soil results outside the Airstrip IP (Induced Polarisation) grid and confirmed the extension of anomalies at least 1300 meters to the west of Airstrip.

Contact

Completed a review of soil sample laboratory results on several of BML’s Prospecting Licences and report that:
Lepokole PL158/2009: soil samples recorded gold and silver anomalies.
Shashe South PL 59/2008 and at Mmadinare PL360/200 soil results
confirmed copper - nickel and silver anomalies.
Takane PL54/98: 27 VTEM interpretation confirmed three known soil geochemical anomalies for copper-nickel and copper- lead- zinc anomalies as co-incident with the VTEM anomalies. Also 24 other VTEM anomalies have yet to be soil sampled.

In the quarter a total of 1842 metres of combined Reverse Circulation (“RC”) drilling and Diamond Drilling (“DD”) was completed. Mechanical break downs caused a slow-down in the drilling.

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Details of activities are as follows:

PL 110/94 Magogaphate

Airstrip Copper

Drilling at Airstrip on IP Conductors confirms additional Copper-Silver mineralization.

Airstrip IP Conductor Grid:

So far 7 out of a total of 16 IP conductors have been drill tested with independent laboratory results confirming all 7 conductors hitting mineralisation (C2, C6, C8, C10, C11, C12 and C14) (see summary table below).
Additional assay results expected from drilled conductors.
9 of the 16 known conductors still not drill tested.
C6 and C12 more extensively drilled than the other conductors.
Mineralised zones on C6 and C12 dip at approximately 60⁰ south and plunge steeply south west.

Soil Anomaly Extension to Airstrip IP Grid:

Geochemical laboratory results on soil samples tested outside the IP grid of 1km by 1.5 km (which remains open in all directions) confirms the copper mineralised anomalies extend outside the grid to the west and east of Airstrip. None of these soil anomalies have been closed off by the current sampling.

Conductor 12 (C12):

C12 conductor drill tested with lab results received on three holes ACDD 67, ACDD 74 and ACDD 76 confirming Cu and Ag mineralisation in hole ACDD 67 and ACDD 76 which include:

C12: ACDD067 6m@ 2.7% Cu plus 172g/t Ag from 68m including 1m @ 8.8% Cu plus 214g/t Ag from 70m

C12: ACDD 076 [email protected]%Cu plus 152g/t Ag from 70.5m including 1m @8.6% Cu plus 224Ag from 70.5m

Table 1 includes all drill results received to date referenced by IP conductor.

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Table 1: Airstrip Copper Significant Results

Conductor No	Hole ID		From m	To m	Interval M	Cu %	Ag g/t	Ni %	Pb %	Zn %
Conductor 2 (C2)	ACRC 001		0	1	1	0.61	3
C2	ACRD 019		22	31	9 m @	0.99	5.32
C2	ACRD 019	including	23	29	6 m @	1.31	6.6
C2	ACRC 054		1	2	1 m @	0.36	0
C2	ACRC 054	and	31	33	2 m @	0.29	0
Conductor 6 (C6)	ACRC 003		52	60	8 m @	10.39	630		0.08
C6	ACRC 003	including	53	59	6 m @	12.68	759		0.10
C6	ACRC 003	including	53	56	3m @	22.74	1379		0.17
C6	ACRC006		30	34	4 m @	0.43	14
C6	ACRC007		1	6	5 m @	0.43	1
C6	ACRC007	including	1	2	1 m @	1.25	4
C6	ACRC007	and	7	8	1 m @	0.23	0
C6	ACRC007	and	10	11	1 m @	0.29	1
C6	ACRC010		40	41	1 m @	0.40	40
C6	ACRC010	and	44	46	2 m @	4.77	94		0.85
C6	ACRC010	including	44	45	1 m @	8.68	169
C6	ACRC010		52	53	1 m @	0.36	3		0.48
C6	ACRC010		55	56	1 m @	0.09	1		0.21
C6	ACRC011		37	39	2 m @	1.13	3
C6	ACRC011	including	37	38	1 m @	1.96	4
C6	ACRD 020		0	3	3 m @	0.24	3.1
C6	ACRD 029		2	6	4 m @	0.36	3.4
C6	ACRD 029	including	4	5	1 m @	0.71	4.3
C6	ACRD 029	and	65.39	66.52	1.17 m @	8.37	403
C6	ACRD 029	including	65.67	65.92	0.25 m @	60.98	2833	-
C6	ACRD032		17	20	3 m @	0.34	1.3
C6	ACRD032	and	23	24	1 m @	0.26	0
C6	ACRD032	and	55.5	58.2	2.7 m @	8.99	166	0.25	0.28
C6	ACRD032	including	55.5	56.4	0.9 m @	20.53	377	1.33	0.62
C6	ACRD032	including	55.8	56.15	0.35 m @	57.79	1054	0.13
C6	ACRD033		64.94	66.5	1.56 m @	13.22	677
C6	ACRD033	including	64.94	66.0	1.06 m @	17.53	896
C6	ACRD033	including	65.3	65.54	0.24 m @	49.06	2493
C6	ACRD034		3	5	2 m @	0.33
C6	ACRD034		63.05	63.25	0.20 m @	8.42	16.8	0.78	0.23	0.19
C6	ACRD034	including	63.05	63.15	0.10 m @	12.61	18.3	1.07	0.12
C6	ACRD 035		57.64	57.78	0.14 m @	11.07	35.4	1.16

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Conductor No	Hole ID		From m	To m	Interval M	Cu %	Ag g/t	Ni %	Pb %	Zn %
C6	ACRD 036		58.5	58.75	0.25 m @	0.22	4.6
C6	ACRD 036	and	64.53	64.95	0.42 m @	0.07	0	0.41
C6	ACRD 036	including	64.53	64.6	0.07 m @	0.045	0	2.2
C6	ACRD 036	including	64.67	64.77	0.10 m @	0.02	0	0.75
C6	ACRD 036	including	64.88	64.95	0.07 m @	0.28	0	1
C6	ACRD 037		66.55	66.81	0.26 m @	3.96	4.6	0.14
C6	ACRD 037	and	72.13	73.18	1.05 m @	0.27	3.2
C6	ACRD 037		75.68	77.77	2.09 m @	1.22	24.5
C6	ACRD 037	including	77.18	77.77	0.59 m @	3.06	63.4
C6	ACRD 037	including	77.42	77.77	0.35 m @	4.68	96
C6	ACRD 038		0	1	1 m @	0.74	0
C6	ACRD 038	and	67.1	67.6	0.5 m @	0.17	0	0.28
C6	ACRD 040		38	39	1 m @	0.29	0
C6	ACRD 041		23	24	1 m @	0.22	0
C6	ACRD 041	and	32	33	1 m @	0.20	0
C6	ACRD 041	and	100.68	100.98	0.30 m @	0.09	0	0.00 2	0.04	0.58
C6	ACRD 042		39	40	1 m @	0.21	4
C6	ACRD 043		0	1	1 m @	0.26	3.7
C6	ACRD 043	and	31	32	1 m @	0.20	0
C6	ACRD 044		34	35	1 m @	0.31	0
C6	ACRD 045		106.21	107.71	1.5 m @	0.26	4.1
C6	ACRD 045	and	108.71	109.71	1 m @	0.24	2.7
C6	ACRD 045	and	116.75	118.0	1.25 m @	0.30	4.6
C6	ACRD 045	and	124.5	126.5	2 m @	0.26	3.86
C6	ACRD 048		18	19	1 m @	0.39	0
C6	ACRD 048	and	27	28	1 m @	0.23	0
C6	ACRD 048	and	83.44	85.95	2.51 m @	0.35	4.8
C6	ACRD 049		8	9	1 m @	0.23	0
C6	ACRD 049	and	13	14	1 m @	0.36	0
C6	ACRD 050		98.95	100	1.05 m @	0.22	3.9
C6	ACRD 050	and	109.5	111	1.5 m @	0.27	2
C6	ACRD 050	and	116	117	1 m @	0.61	4.9
C6	ACRD 050	and	127	128	1 m @	0.26	2
C6	ACRD 051		87.26	87.91	0.65 m @	0.55	7.7	2
C6	ACRD 052		88.98	89.25	0.27 m @	0.41	6.9
C6	ACDD071		127.5	128.5	1 m @	1.17	7.5
C6	ACDD071	and	129	129.5	0.5 m @	0.28	2.7
C6	ACDD071	and	139	142.5	3.5m @	1.39	8.3

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Conductor No	Hole ID		From m	To m	Interval M	Cu %	Ag g/t	Ni %	Zn %	Au g/t
Conductor 8 (C8)	ACRD 027		108.95	110.45	1.5 m @	0.025	0	0.23
C8	ACRD 027	and	114.5	115.5	1 m @	0.03	0	0.22
C8	ACRD 027	and	118.19	120.19	2 m @	0.14	0	0.23
C8	ACRD027	and	134.19	135.69	1.5 m @	0.017	0	0.25
Conductor 10 (C10)	ACRD022		53	55	2 m @	0.5	2.9	1.22
C10	ACRD022	including	54	55	1 m @	0.84	5.7	2.2
C10	ACDD072		136.5	138.5	2 m @	0.62	22.2
Conductor 11 (C11)	ACRD018		159	167	8 m @	1.95	61.8
C11	ACRD018	including	163	166	3 m @	3.55	119. 3
Conductor 12 (C12)	ACRD016		19	26	7 m @	0.39	3.9
C12	ACRD016	including	20	21	1 m @	1.10	8
C12	ACRD016	and	70	71	1 m @	0.95	0
C12	ACRD016	and	74	76	2 m @	0.37	0
C12	ACRD017		66	67	1 m @	0.73	8.4
C12	ACRD021		60	62	2 m @	0.94	9.4
C12	ACRD021	including	60	61	1 m @	1.57	18.8
C12	ACRD026		23	24	1 m @	0.89	3.5
C12	ACRD026	and	51.1	51.9	0.8 m @	0.60	4
C12	ACRC 067		68	75	7 m @	2.32	63.8
C12	ACRC 067	including	69	74	5 m @	3.12	40.7
C12	ACRC 067	including	69	72	3 m @	3.77	92.6
C12	ACRC 067	including	70	71	1 m @	8.83	214
C12	ACDD 074		53	53.5	0.5 m @	0	0.7		0.36
C12	ACDD 076		17.5	19	1.5 m @				0.40
C12	ACDD 076	and	69	69.5	0.5m @	0.21	0.9
C12	ACDD 076	and	70.5	72.0	1.5 m @	5.87	152
C12	ACDD 076	including	70.5	71.0	0.5m @	14.0	300
Conductor 14 (C14)	ACRC012		86	90	4 m @	0.27	1
C14	ACRC012	and	92	93	1 m @	0.36	0
Off conductor	ACRD 020		0	3	3 m @	0.24	3.1
Off conductor	ACRD 020	and	74	75	1 m @	0.34	0
Off conductor	ACRD 025		14	18	4 m @	0.22	0
Off conductor	ACRD 025	and	55	56	1 m @	0.62	0
Off conductor	ACRD 056		57	58	1 m @					0.45
Off conductor	ACRD 057		22	23	1 m @	0.22	0
Off conductor	ACRD 057	and	25	28	3 m @	0.35	0
Off conductor	ACRD 057	and	31	33	2 m @	0.28	2.4

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Conductor No	Hole ID		From m	To m	Interval M	Cu %	Ag g/t
Off conductor	ACRD 058		6	7	1 m @	0.24	0
Off conductor	ACRD 060		13	17	4 m @	0.28	0.9
Off conductor	ACRD 061		58	59	1 m @	0.21	1.8
Off conductor	ACRD 064		4	6	2 m @	0.28	0
Off conductor	ACRD 069		3	8	5 m @	0.31	1
Off conductor	ACRD 070		14	21	7 m @	0.25	1.4
Off conductor	ACRD 070	and	54	55	1 m @	0.25	1.4

Cut off for copper, nickel, lead and zinc of 2000 ppm, 0.2 g/t Au. Note: All depths are down-hole distances and intervals may not be true thicknesses.

Additional analyses are expected in the December quarter from outstanding drill-hole samples.

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Figure 1: Plan of existing drill holes and their relationship to conductors at Airstrip Copper. Background image shows resistivity.

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Copper in Soil Sample Results

Recent laboratory results returned from approximately 1200 geochemical soil samples show copper anomalies that extend outside the IP grid to the northwest and west and to the east of the IP grid. These soils extend the copper anomalies by at least 1300m to the west, which remain open in all directions.

See Figure 2 for location of the soil anomalies in relation to the discovery conductor C6.

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Figure 2: Soil samples with anomalous copper values (>40ppm) shown as blue diamonds. Coincident silver anomalies are associated with a number of the anomalous soil samples, particularly with the extensions of C2 and C7 and C11 to the southwest and the new anomaly in the NW of the soils grid.

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PL 111/94 Mokoswane

Dibete Prospect

Results for the Dibete prospect were received and compiled during the quarter and wireframe models constructed of the mineralisation which is controlled by structures identified from satellite imagery. Additional satellite image interpretation has identified further structures parallel to those known to control mineralisation on Line 6100E and Line 61400E.

VTEM survey data has identified additional drill targets for primary mineralisation.

Work has commenced towards carrying out metallurgical testwork with initial sampling in progress for detailed mineralogical work to assist in design of metallurgical tests.A total of 93 RC drill holes for 6000 metres were completed at the Dibete prospect during March to June 2011. This program (DBRC023-116) was designed to assess the orientation and geometry of the mineralisation intersected in 2010 and also includes several holes at Dibete East.

All RC holes were sampled at 1 metre intervals, and analysed for Cu, Pb, Zn, Ni and Ag by ALS Chemex in Johannesburg, South Africa.

Significant results above a cut-off grade of >3000 ppm Cu (0.3%) are shown in Table 2 together with the type of mineralisation intersected (e.g. supergene oxide, supergene sulphide or primary sulphide). Significant drill results from the 2010 program (Holes 1- 22) are also included in Table 2 for reference.

Best results are summarised as follows:

11m @ 4.5% Cu 229.9g/t Ag from 33m in DBRC028 (includes 3m @ 8.16% Cu 469g/t Ag)
17m @ 2.7% Cu 40.5g/t Ag from 16m in DBRC081 (includes 3m @ 6.7% Cu 44.5g/t Ag from 24m & 3m @4.7% Cu 106.9g/t Ag from 27m)
12m @ 1.8% Cu 42g/t Ag from 33m in DBRC094 (includes 4m @ 4.2% Cu 95g/t Ag from 37m)
6m @ 2.3% Cu 117g/t Ag from 34m in DBRC097 (includes 2m @ 5.7% Cu 322.5g/t Ag from 34m)
9m @ 2.8% Cu 87.3g/t Ag from 33m in DBRC107
10m @ 3.9% Cu 110g/t Ag from 43m in DBRC108 (includes 4m @ 9.2% Cu 268g/t Ag from 43m).

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Table 2 Dibete Drill intersections (0.3% Cu cut-off grade)

Hole ID	Depth from m	Depth to m	Interval m	Avg Cu%	Avg Ag g/t	Mineralisation type	Local Grid line no
DBRD-004	3	4	1	0.4	<3	Supergene oxide	Line 6400
DBRD-004	27	36	9	0.95	19	Supergene oxide
including	27	31	4	1.28	25.4	Supergene oxide
DBRD-005	8	11	3	0.69	8	Supergene oxide	Line 6400
DBRD-005	14	15	1	0.35	3.6	Supergene oxide
DBRD-005	22	28	6	0.51	<3	Supergene oxide
including	23	24	1	1.06	<3	Supergene oxide
DBRD-005	31	35	4	0.7	4.1	Supergene + primary
DBRD-005	41	42	1	0.43	<3	Supergene + primary
DBRD-005	46	47	1	0.52	4.2	primary
DBRD-006	24	40	17	1.94	31	Supergene oxide	Line 6100
including	26	31	5	4.19	90.5	Supergene oxide
DBRD-006	40	42	3	0.58	4.1	Supergene + primary
DBRD-013	32	40	8	0.78	22.75	Supergene oxide	Line 6100
including	37	39	2	2.62	40	Supergene oxide
DBRD-013	40	50	10	1.13	160	Supergene + primary
including	42	45	3	8.01	192	Supergene + primary
DBRC-014	16	37	21	1.32	67.7	Supergene oxide	Line 6100
including	27	37	10	2.33	126.5	Supergene oxide
including	39	42	3	1.6	27.8	Supergene oxide
DBRC-014	44	52	8	3.86	364.1	Primary + supergene
including	48	51	3	9.16	894	Primary + supergene
DBRC-014	53	54	1	0.8	17.9	Primary + supergene
DBRC-026	5	6	1	0.59	6	Supergene oxide	line 6100
DBRC-026	13	16	3	1.29	7	Supergene oxide
DBRC-028	33	44	11	4.48	229.9	Supergene +primary	Line 6100
including	41	44	3	8.16	469	Supergene + primary
DBRC-030	6	8	2	0.4	11.7	Supergene oxide	Line 6100
DBRC-030	18	25	7	1.39	22.2	Supergene oxide
including	18	19	1	6.78	114	Supergene oxide
DBRC-030	37	39	2	2	0.5	Supergene + primary
DBRC-046	14	15	1	0.4	0.02	Supergene oxide	Line 6400
DBRC-046	27	29	2	1.41	0.6	Supergene oxide
DBRC-048	0	1	1	0.5	3.5	Supergene oxide	Line 6400
DBRC-048	15	17	2	0.99	0.9	Supergene oxide
DBRC-054	40	41	1	0.53	0.3	Primary	Line 6600
DBRC-079	30	32	2	1.62	1.6	Primary + supergene	Line 6100
DBRC-079	34	35	1	0.69	4.2	Primary + supergene
DBRC-079	38	39	1	0.36	4.3	Primary
DBRC-081	16	33	17	2.73	40.5	Supergene + primary	Line 6100
including	24	27	3	6.69	44.5	Supergene oxide
including	27	33	6	2.63	57.5	Primary + supergene
including	27	30	3	4.68	106.9	Primary + supergene

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Hole ID	Depth from m	Depth to m	Interval m	Avg Cu%	Avg Ag g/t	Mineralisation type	Local Grid line no
DBRC-082	15	28	13	0.93	8.4	Supergene oxide	Line 6100
including	23	27	4	1.32	6.2	Supergene oxide
DBRC-082	40	41	1	0.52	2.9	primary
DBRC-089	18	28	3	1.02	3.97	Supergene oxide	Line 6100
including	18	20	2	1.89	16.2	Supergene oxide
DBRC-090	28	29	1	0.39	<0.2	Supergene oxide	Line 6100
including	36	38	2	6.25	214	Supergene + primary
DBRC-094	0	2	2	0.49	1.7	Supergene oxide	Line 6100
DBRC-094	33	45	12	1.78	42	Supergene oxide
Including	37	41	4	4.21	95	Supergene oxide
DBRC-094	52	54	2	0.53	31.2	Supergene oxide
DBRC-097	23	26	3	0.43	8.1	Supergene oxide	Line 6100
DBRC-097	34	40	6	2.27	117	Supergene + primary
including	34	36	2	5.7	322.5	Supergene oxide
DBRC-098	17	24	7	1.2	14.5	Supergene oxide	Line 6100
including	19	23	4	1.8	23.6	Supergene oxide
DBRC-098	31	35	4	1.75	1.1	Supergene + primary
including	32	35	3	2.18	1.2	Supergene + primary
DBRC-099	37	46	9	1.82	68.9	Supergene + primary	Line 6100
including	37	43	6	2.49	95.8	Supergene + primary
DBRC-100	27	35	8	1.44	66.2	Supergene oxide	Line 6100
including	27	30	3	3.39	168	Supergene oxide
DBRC-100	35	40	5	3.58	196	Supergene + primary
Including	38	39	1	10.4	620	Supergene + primary
DBRC-101	48	49	1	0.81	21.4	Primary	Line 6100
DBRC-101	51	52	1	0.33	0.9	Primary
DBRC-104	3	24	21	0.81	21.7	Supergene oxide	Line 6100
including	6	9	3	2.89	65	Supergene oxide
DBRC-106	45	46	1	0.53	<0.2	Supergene oxide	Line 6100
DBRC-107	0	3	3	0.39	<0.2	Supergene oxide	Line 6100
DBRC-107	6	11	5	0.43	0.9	Supergene oxide
DBRC-107	14	23	9	0.49	4.6	Supergene oxide
DBRC-107	24	25	1	0.34	4.1	Supergene oxide
DBRC-107	26	27	1	0.48	8.2	Supergene oxide
DBRC-107	31	33	2	0.46	8.4	Supergene oxide
DBRC-107	33	42	9	2.78	87.3	Primary + supergene
including	35	40	5	4.46	183	Primary + supergene
DBRC-107	43	45	2	0.53	7.2	Primary + supergene	Line 6100
DBRC-108	37	38	1	0.72	0.3	Primary + supergene	Line 6100
DBRC-108	43	53	10	3.86	110	Primary + supergene
including	43	47	4	9.16	268	Primary + supergene
DBRC-110	15	23	8	1.07	<0.2	Supergene oxide	Line 6100
including	17	21	4	1.69	<0.2	Supergene oxide
DBRC-110	28	29	1	0.42	0.5	Supergene oxide

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Hole ID	Depth from m	Depth to m	Interval m	Avg Cu%	Avg Ag g/t	Mineralisation type	Local Grid line no
DBRC-111	23	25	2	0.41	1.7	Primary + supergene	Line 6100
DBRC-111	44	51	7	2.1	49.7	Primary + supergene
including	45	48	3	4.08	100	Primary + supergene
DBRC 113	24	25	1	0.42	1.9	Supergene oxide	Line 6100
DBRC-113	40	42	2	1.16	0.2	Supergene oxide
DBRC-114	4	5	1	0.4	0.8	Supergene oxide	Line 6400
DBRC 114	24	37	13	1.23	36.1	Supergene oxide
including	26	33	7	1.82	53.5	Supergene oxide
DBRC 114	40	44	4	2.57	61.7	Primary + supergene

Mineralisation

Four types of mineralisation are evident from this recent drilling program and are related to the degree of oxidation.

Supergene oxide copper is exposed at surface in outcrops, trenches and old workings, and typically up to 35metres down-hole. Mineralogy consists of malachite, azurite, and chrysocolla. This zone forms a blanketspreading out from the underlying primary mineralisation. RC drill results typically show Cu enrichment concentrated between 18 to 35 metres in this zone.

Topography, fluid pathways, and near surface water flow are believed to be the controlling factors on the distribution of the supergene enriched mineralisation. Current topography may not be the same topography when the supergene mineralisation precipitated.

A supergene sulphide transition zone is typically found from about 35 to 38 metres down hole consisting of chalcocite and pyrite with minor malachite. Laboratory results show Cu values gradually increase through the transitional zone approaching the primary mineralisation.

From approximately 38 to 41 metres down-hole is a mixed primary and supergene sulphide zone consisting of chalcocite, pyrite, and bornite vein swarms with traces of malachite seen on fractures. Assay results indicate the primary bornite vein swarms, as well as the supergene mineralisation, have associated silver. Below 41 metres there is a sulphide zone with pyrite and minor disseminated chalcopyrite. Sulphides are fresh with minor oxides along fractures.

Structural Control on the Mineralisation

Preliminary interpretation of the RC assay and geological data was used to construct a wireframe model of the mineralised zones, as shown in Figure 4. The wireframe model shows the orientation of copper mineralisation using a 1000 ppm (0.1%) Cu cut off. Assays indicate the copper mineralisation, and in particular the bornite veins, have a high silver content. In Figure 5 the oxide and transitional zones are shown as green from 0 to 38 metres down hole. The mixed supergene and primary sulphides zone are shown in purple generally from 38 to 41 metres down hole.

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Figure 3. Areas with visible mineralisation in drill holes, trenches and old workings.

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Figure 4. Plan view of modelled areas of mineralisation at Dibete.

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Figure 5. Long section on Line 6100E showing supergene oxide and sulphide mineralization.

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Figure 6. Cross section on 6100E close to hole DBRC014

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The mineralisation is associated with quartz feldspar gneiss, amphibolite, garnet bearing amphibolite, and micaceous amphibolite. Folding and faulting within the Dibete prospect further complicate the mineralised zones. From the model the mineralisation is seen to pinch and swell, and to be uplifted or down thrown laterally between holes. This is due to local faulting and folding which is evident at the surface in outcrops and trenches.

The mineralisation intersected is associated with north west - south east trending faults interpreted from satellite imagery. However a regional VTEM survey conducted by African Metals highlighted anomalous zones running north east - south west across both the Dibete and Airstrip prospects parallel to regional tectonic structure.

The VTEM anomalies at Dibete lie down dip of the regional foliation from the fault controlled supergene mineralisation and may be the ultimate source of fault controlled mineralisation. Further evaluation of the VTEM anomalies will be undertaken to design deep drill holes to test this potential source.

Dibete prospect has similarities to the Airstrip prospect and may be part of a larger mineralised system encompassing the Airstrip prospect 6.5 km to the west-north-west. The area between these two prospects remains untested.

Progress to date on the Dibete Prospect is leading towards defining a body of mineralisation that will have a resource estimation study carried out on it following the next phase of drilling.

A series of drill samples have been submitted for mineralogical testing as an initial step towards full scale metallurgical testing of Dibete mineralisation. Test results have not yet been received.

PL 110/94 Magogaphate

Maibele North

New VTEM targets within the area of the known mineralisation have been identified. These are oblique to the general trend of the host serpentinite and mineralisation and one of the conductors has not been effectively tested by previous drilling.

Revised interpretations by the Company’s geophysical consultant are now in progress with the finalised VTEM data, existing IP and drilling data. New drill holes will be designed to test the target that lies within the previously known mineralised body at Maibele North.

Mapping of old workings was carried out at Maibele North previously as potential for supergene copper was thought to be present. Few if any of the previous holes would have tested for the supergene potential under the old workings. Prioritization of targets has led to the drilling of these workings being deferred at present. Additional drilling is now planned for a VTEM anomaly within the Maibele North prospect.

Figure 7 shows the distribution of old workings on two different horizons over a strike length of 90 metres at Maibele North.

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Figure 7. Location of supergene copper workings at Maibele North

The VTEM survey final data was received and interpreted to accurately model the anomalies present. At Airstrip Copper one anomaly was identified in relatively close proximity to the discovery conductor, but apparently as a separate parallel conductive body. This conductor was to be drilled in the September quarter however serious delays due to drilling equipment breakdowns and poor recovery (requiring redrills) have delayed the drilling program significantly.

At Maibele North two separate conductors were identified that when modelled were shown to be at a significant angle to the regional structural trend and to the similar trend of the mineralisation over all. One of these two conductors was not adequately drilled in the past and was to be drilled in the September Quarter, but this drilling was delayed due to equipment breakdowns.

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In addition to the prospects above, a previously worked prospect known as 20B has now been shown to contain two VTEM anomalies. The 20B prospect has an extensive base metals geochemical anomaly in soils and stream sediment samples. Drilling of the VTEM anomalies was scheduled for drilling in the September quarter. However, this drilling was also delayed due to equipment breakdowns. VTEM anomaly 10470-a, was not previously known. It lies on a different structural strike line than the 20B prospect and may be a new zone of mineralisation. No ground follow up has been carried out yet on the anomaly, however soil lines have been planned to test the anomaly.

PL 158/2009 Lepokole

Recent stream sediment survey data was interpreted and combined with previous data and the geological and geophysical data over the tenement. A series of new targets have been generated, the majority of which are gold dominated.

In addition new silver targets have been defined close to the Dibete prospect area.

Drainage sampling on the Lepokole tenement to target the interpreted amphibolite units was completed with a total of 66 samples. Interpretation of results has been completed and additional areas have now been prioritised for soil sampling and IP surveying.

A series of gold anomalies has been identified that drain off the GEOTEM anomalies within both the main and northern amphibolite belts (Figure 8).

There is a series of silver anomalies associated with lead anomalies in the western part of the tenement immediately South East of the Dibete prospect. A series of linears that have similar orientation to those that host mineralisation at Dibete are present where the silver anomalies are present. These may be the source of the silver and lead anomalies. Soil sampling programs have been designed to test these anomalies (Figure 9).

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Figure 8. Location of stream sediment sample anomalies in PL158/2009 Lepokole. Gold diamonds are gold anomalies and blue icons with Pb beside them are lead anomalies. Lead correlated with silver further west in the tenement. Blue rectangles are proposed soil grid areas with red lines being initial soil lines to be sampled. The southern soil grid has a strike length of 8.5 kilometres.

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Figure 9. Silver anomaly with proposed initial soil lines. Yellow pin with Ag is a silver in drainage sample anomaly

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PL 54/98 Takane

VTEM interpretation was completed over the tenement with identification of new targets and better definition of old targets. Twenty seven of the identified 46 targets modelled in the Magogaphate VTEM Block lie within PL 54/98. Four of these targets had some previous soils and ground EM work carried out on them.

An extensive program of ground follow up of the targets within this tenement has now been planned. Soil sampling will be carried out over all VTEM anomalies other than the four targets that have previous soils data. Recovery of the grids over these prospects will be completed in the December quarter and following receipt of results and ranking of prospects a program of IP will be carried out on high ranked targets.

Grid recovery has been partially carried out on Makhantlele and Kudumane grids but further recovery is required to allow geo-referencing of the previous data.

Some IP follow up has been carried out previously by BML on two prospects which identified conductors. Extensions to this prior IP will be carried out and will be used to assist in drill hole planning.

Soils previously taken on Dibete Extended prospect were reanalysed by a laboratory and the results interpreted.

A substantial lead anomaly, considered to be a continuation of the lead anomaly coincident with the copper anomaly in the eastern part of Dibete prospect was located. Non coincident copper and nickel anomalies were also present. The copper anomalies are considered to be part of the extensive copper anomalies on the Dibete Prospect. Anomalies are shown on Figure 15.

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Figure 10. Location of VTEM anomalies and previous prospects in the eastern block of PL54/98 Takane.

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PL59/2008 Shashe South

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Figure 11. Soil sampling grid on PL59/2008 and 360/2008. Red dots are individual soil samples.

Results have been interpreted and a series of combined Cu-Ni anomalies identified. These anomalies often had associated Mg, Cr and Co anomalies to support them, indicating a mafic to ultramafic source and potential for Cu-Ni mineralisation.

A series of silver anomalies were also found broadly spread across the grid area.

The very broad spacing of the soils grid, with 4 km spacing of lines, was designed only to determine if anomalies were present but not to define them, makes further interpretation of the data impossible at present. Infill soils are now warranted.

Some additional interpretation of stratigraphic trends was carried out over and surrounding the grid area. It appears that the grid area contains a partially preserved duricrust and possible thin Kalahari Sands which mask the stratigraphic trends present to the west, south and in some places to the east.

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Figure 12. Soils grid showing Cu-Ni anomalies (green) and Ag anomalies (red). Ni-Cu stream sediment anomalies shown by blue icon discussed below.

PL 14/2003 Majante

The VTEM survey covered part of this tenement and the anomalies related to the Mmamanaka prospect were reinterpreted and then reconciled against previous drilling. It was found that of the previous 11 RC holes, only one is likely to have adequately tested its target. The previous IP data when used in conjunction with the VTEM give a superior interpretation to the previous ground EM interpretations carried out at Mmamanaka. Several of the targets previously drilled now require additional soil data interpretation to assess the priority of individual conductors.

Interpretation of satellite imagery was carried out to assess whether a previously recorded copper occurrence may be part of a broader scale structurally controlled set of mineralised veins similar to that at Dibete. A series of structures were identified as shown in Figure 13.

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Figure 13. VTEM Tau contours at Mmamanaka Prospect with satellite linears. Note that some linears are coincident with gradient changes in the Tau contours.

PL46/2004 Sampowane

An application for an extension was made over the tenement which is now subject to determination by the DGS.

No work was undertaken while the tenement is pending renewal.

PL44/2004 Shashe East

Following the previous drilling results and assessment of priorities a decision was made to relinquish the tenement.

PL48/2004 Shashe West

Following the previous drilling results and assessment of priorities a decision was made to relinquish the tenement.

PL 70/2008 Central

The anomaly was located on satellite imagery and interpretation carried out looking for structures that may contain vein style mineralisation.

The image in Figure 14 shows the location of the soil anomaly within PL70/2008 which is part of the extensive 20BObusengs soil and VTEM anomalies which extend NE into the Airstrip Copper prospect area.

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Figure 14. Location of the 20B Obusengs prospect (9 km strike length of geochemical anomalies) in relation to Airstrip Copper and Mmamanaka. The anomaly in PL70/2008 is part of the 20B Obusengs prospect.

PL47/2004 Gobe Shear

This tenement contains the Dibete East and Dibete North prospects which were previously soil sampled. The samples have been re-analysed by a laboratory to obtain high quality results and allow detailed interpretation.

A total of 137 samples were analysed on 9 lines that cover the area of VTEM anomalies 11515-a and 11555-a, Dibete East. An additional 22 samples were analysed over the VTEM anomaly 11340-a, Dibete North.

A total of 138 samples were also analysed over VTEM anomalies 11950-a and 11980-a, Mmatsiane South.

At Dibete East extensive lead anomalies are present that appear to trend along the regional structural strike of the Magogaphate Shear Zone. These are inferred to be the extension of strong lead anomalies present in the Dibete prospect and that also extend into Dibete Extended (PL54/98) and then through an un-sampled area into Dibete East.

Spatially associated nickel and copper anomalies, which do not seem to be related to each other, are also present, but show no consistent pattern that would indicate a regional structural control. The anomalies may be related to shears similarly to Dibete, however the line to line correlations do not suggest a similar orientation for the anomalies and the known mineralised shears.

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Figure 15. Dibete East and Dibete Extended soil anomalies, (blue=lead, orange=copper, green=nickel) with interpreted structures shown as black lines.

At Dibete North there are coincident copper-lead anomalies and a series of arsenic anomalies that may be able to be correlated in the direction of some of the structures present at this location.

The VTEM anomaly is very low ranking and is not likely to be related to significant base metal mineralisation however the samples are now to be analysed for gold given the association of arsenic with the VTEM anomaly and the cross cutting structures.

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Figure 16. Dibete North soil anomalies (blue=lead, orange=copper and yellow=arsenic) with interpreted structures shown as black lines.

In addition further interpretation of satellite imagery was undertaken to assess whether further possible targets for vein style mineralisation hosted in regional scale faults and shear zones may be present. A series of linears were interpreted, however the results need to be integrated with previous geochemical data to determine whether any of the linears may constitute exploration targets. Interpretation of the data is ongoing.

PL360/2008 Mmadinare

Soil sampling was carried out on a grid that covered potential extensions of a known ultramafic body in PL 46/2004 that is thought to be mineralised. Soil sampling was carried out over 6 lines with a total of 844 samples taken over the entire grid. Results have been interpretedand a series of combined Cu-Ni anomalies identified. These anomalies often had associated Mg, Cr and Co anomalies to support them, indicating a mafic to ultramafic source and potential for Cu-Ni mineralisation.

A series of silver anomalies were also found broadly spread across the grid area.

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Figure 17. Soils grid showing Cu-Ni anomalies (green) and Ag anomalies (red). Ni-Cu stream sediment anomalies shown by blue icon discussed below.

A stream sediment sampling program was also carried out on PL 360/2008. Interpretation of the regional stream sediment results was carried out and a series of Ni-Cu anomalies were identified. In addition a Pb-Zn anomaly was also confirmed. The catchment areas of the anomalous sample sites were outlined and are shown on Figure 17. Several of the anomalous catchments can be seen to overlap tenement boundaries and the source may not necessarily be within PL 360/2008. (See PL46/2004).

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Figure 18. Location of anomalous catchments in PL 360/2008 and surrounding tenements. Blue overlays are Ni-Cu anomalous, pink overlay is Pb-Zn anomalous. Black outline is boundary of BML tenements.

PL111/2011 Central Sampa

This tenement was granted at the beginning of the quarter and contains a previously identified GEOTEM anomaly, a copper occurrence and is drained by a stream that contained a PGE anomaly when sampled in a previous stream sediment sampling exercise.

Satellite imagery interpretation has been carried out over the tenement area and a folded mafic sequence is interpreted to be present. The area lies outside the Magogaphate Shear Zone and consequently it is thought that any mineralisation present may be less deformed. It is planned to carry out a series of soil lines over the tenement which would be followed up with IP.

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Figure 19 Location of PL111/2011 in relation to GEOTEM anomalies and a known copper occurrence.

PL126/2011 Xia2

This tenement was granted during the quarter and contains a mafic-ultramafic complex within which gossans were previously identified by BML.

Work has commenced with satellite imagery interpretations that are now in progress. Interpretation of satellite imagery over the tenement shows a highly ferruginous area, containing the extensions to a named GEOTEM anomaly, which is thought to be a mafic or ultramafic body. This body will be the initial target of stream sediment sampling to narrow down the search area.

Review of older data will also be undertaken in this initial phase of activity.

Tenement Update

During the quarter there was the following activity with regard to the Company’s portfolio of Prospecting Licences:

PL126/2011 Xia2 was granted from 1 October 2011, PL44/2004 Shashe River East and PL48/2004 Shashe River West were relinquished in September 2011.
An application for the first renewal of PL158/2009 was lodged with the DGS in September 2011.

The Company is still awaiting confirmation from the DGS regarding the following:

Extension applications lodged for PL46/2004 and PL47/2004.
First renewal applications lodged for PL59/2008 and PL70/2008 and PL360/2008.

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Retention Application:

A retention licence application is being prepared for PL 110/94 that covers discoveries at Airstrip and Maibele North which was granted an extension to 31 March 2011. The licence, if granted by the DGS, will be issued for a further three years based on a resource that at present is not economically viable for a number of reasons.

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Figure20. Current tenements held by BML.

Pat Volpe CHAIRMAN

(The information in this report that relates to Exploration Results is based on information compiled by Mr Peter Temby, a consultant employed by Anpet Exploration Pty Ltd and a member of The Australian Institute of Geoscientists.

Mr Temby has sufficient experience that is relevant to the style of mineralisation and type of deposit under consideration and to the activities which he is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves. Mr Temby consents to the inclusion in this report of matters based on his information in the form and context in which it appears.)

Appendix 5B Mining exploration entity quarterly report

Rule 5.3

Appendix 5B

Mining exploration entity quarterly report

Introduced 1/7/96. Origin: Appendix 8. Amended 1/7/97, 1/7/98, 30/9/2001, 01/06/10.

Name of entity

	BOTSWANA METALS LIMITED	BOTSWANA METALS LIMITED
	ABN 96 122 995 073 Consolidated statement of cash flows
			30 SEPTEMBER 2011

Cash flows related to operating activities 1.1 Receipts from product sales and related debtors 1.2 Payments for (a) exploration & evaluation (b) development (c) production (d) administration 1.3 Dividends received 1.4 Interest and other items of a similar nature received 1.5 Interest and other costs of finance paid 1.6 Income taxes paid 1.7 Other - prepayment Net Operating Cash Flows		Current quarter $A’000		Year to date (...3...months) $A’000
		- -598 - - -225 - 21 - - -2		- -598 - - -225 - 21 - - -2
		-804		-804
Cash flows related to investing activities 1.8 Payment for purchases of:(a) prospects (b) equity investments (c) other fixed assets 1.9 Proceeds from sale of: (a) prospects (b) equity investments (c) other fixed assets 1.10 Loans to other entities 1.11 Loans repaid by other entities 1.12 Other (provide details if material) Net investing cash flows 1.13 Total operating and investing cash flows (carried forward)		- - -27 - - - - - -		- - -27 - - - - - -
		-27		-27
		-831		-831

See chapter 19 for defined terms.

Appendix 5B Page 1

30/9/2001

Appendix 5B Mining exploration entity quarterly report

1.13 Total operating and investing cash flows (brought forward)	-831	-831
Cash flows related to financing activities 1.14 Proceeds from issues of shares, options, etc. 1.15 Proceeds from sale of forfeited shares 1.16 Proceeds from borrowings 1.17 Repayment of borrowings 1.18 Dividends paid 1.19 Other (provide details if material) Net financing cash flows	- - - - - -	- - - - - -
	-	-
Net increase (decrease) in cash held 1.20 Cash at beginning of quarter/year to date 1.21 Exchange rate adjustments to item 1.20 1.22 Cash at end ofquarter	-831 3,266 11	-831 3,266 11
	2,446	2,446

Payments to directors of the entity and associates of the directors Payments to related entities of the entity and associates of the related entities

1.23 1.24	Aggregate amount of payments to the parties included in item 1.2 Aggregate amount of loans to the parties included in item 1.10	Current quarter $A'000
		112
		-
1.25	Explanation necessaryfor an understandingof the transactions
	During the quarter the following payments were made to directors: Salaries Mr P Volpe $75,688 Directors Fees Mr M Cellante $7,500 Dr P Woolrich $7,500 Total Directors Fees $15,000 Dr P Woolrich received $16,250 in consulting fees. Superannuation contributions totalling $7,487 accrued from the prior quarter were also paid onbehalfoftheDirectors.

Non-cash financing and investing activities

2.1 Details of financing and investing transactions which have had a material effect on consolidated assets and liabilities but did not involve cash flows
2.2 Details of outlays made by other entities to establish or increase their share in projects in which the reporting entity has an interest

Financing facilities available

Add notes as necessary for an understanding of the position.

See chapter 19 for defined terms.

Appendix 5B Page 2

30/9/2001

Appendix 5B Mining exploration entity quarterly report

3.1 Loan facilities 3.2 Credit standby arrangements

Amount available Amount used $A’000 $A’000 - - - -

Estimated cash outflows for next quarter

4.1 Exploration and evaluation

4.2 Development

4.3 Production
4.4 Administration

Total

$A’000 300 - - 275 575

Reconciliation of cash

Reconciliation of cash
Reconciliation of cash at the end of the quarter (as shown in the consolidated statement of cash flows) to the related items in the accounts is as follows.	Current quarter $A’000	Previous quarter $A’000
5.1 Cash on hand and at bank 5.2 Deposits at call 5.3 Bank overdraft 5.4 Other (provide details) Term Deposits	375	341
	150	1,021
	-	-
	1,921	1,904
Total: cash at end of quarter(item 1.22)	2,446	3,266

Changes in interests in mining tenements

6.1 Interests in mining tenements relinquished, reduced or lapsed 6.2 Interests in mining tenements acquired or increased	Tenement reference	Nature of interest (note (2))	Interest at beginning ofquarter	Interest at end of quarter
	44/2004 48/2004	Prospecting Licence Prospecting Licence	100% 100%	NIL NIL
	126/2011	Prospecting Licence	NIL	100%

See chapter 19 for defined terms.

Appendix 5B Page 3

30/9/2001

Appendix 5B Mining exploration entity quarterly report

Issued and quoted securities at end of current quarter

Description includes rate of interest and any redemption or conversion rights together with prices and dates.

	Total number	Number quoted	Issue price per security (see note3) (cents)	Amount paid up per security (see note3) (cents)
7.1 Preference +securities (description) 7.2 Changes during quarter (a) Increases through issues (b) Decreases through returns of capital, buy- backs, redemptions	NIL	NIL
	NIL	NIL
7.3 +Ordinary securities 7.4 Changes during quarter (a) Increases through issues (b) Decreases through returns of capital, buy- backs	143,717,844	143,717,844
	NIL	NIL
7.5 +Convertible debt securities (description) 7.6 Changes during quarter (a) Increases through issues (b) Decreases through securities matured, converted	NIL	NIL
	NIL	NIL
7.7 Options (description and conversion factor) 7.8 Issued during quarter 7.9 Exercised during quarter 7.10 Expired during quarter	71,857,670	71,857,670	Exercise price 10 CENTS	Expiry date 30 JUNE 2013
	NIL	NIL
	NIL	NIL
	NIL	NIL
7.11 Debentures (totals only)	NIL	NIL

See chapter 19 for defined terms.

Appendix 5B Page 4

30/9/2001

Appendix 5B Mining exploration entity quarterly report

7.12 Unsecured NIL NIL notes (totals only)

Compliance statement

1 This statement has been prepared under accounting policies which comply with accounting standards as defined in the Corporations Act or other standards acceptable to ASX (see note 4).
2 This statement does give a true and fair view of the matters disclosed.

Sign here: ................. ................... Date: .... 31 OCTOBER 2011 ...... (Company secretary)

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

Notes

1 The quarterly report provides a basis for informing the market how the entity’s activities have been financed for the past quarter and the effect on its cash position. An entity wanting to disclose additional information is encouraged to do so, in a note or notes attached to this report.
2 The “Nature of interest” (items 6.1 and 6.2) includes options in respect of interests in mining tenements acquired, exercised or lapsed during the reporting period. If the entity is involved in a joint venture agreement and there are conditions precedent which will change its percentage interest in a mining tenement, it should disclose the change of percentage interest and conditions precedent in the list required for items 6.1 and 6.2.
3 Issued and quoted securities The issue price and amount paid up is not required in items 7.1 and 7.3 for fully paid securities .
4 The definitions in, and provisions of, AASB 1022: Accounting for Extractive Industries and AASB 1026: Statement of Cash Flows apply to this report.
5 Accounting Standards ASX will accept, for example, the use of International Accounting Standards for foreign entities. If the standards used do not address a topic, the Australian standard on that topic (if any) must be complied with.
See chapter 19 for defined terms.

Appendix 5B Page 5

30/9/2001

AI assistant

VERITY RESOURCES LIMITED — Interim / Quarterly Report 2011

66020_rns_2011-10-30_e35e6b73-bf8d-4b34-b01b-619407d75192.pdf

TO: COMPANY ANNOUNCEMENTS OFFICE ASX LIMITED

Market Cap

DATE: 31 OCTOBER 2011

QUARTERLY REPORT TO 30 SEPTEMBER 2011

Cash

Issued Capital

Substantial shareholders

Directors

Registered Office

Contact

PL 110/94 Magogaphate

Airstrip Copper

Airstrip IP Conductor Grid:

Soil Anomaly Extension to Airstrip IP Grid:

Conductor 12 (C12):

Copper in Soil Sample Results

PL 111/94 Mokoswane

Dibete Prospect

Mineralisation

Structural Control on the Mineralisation

PL 110/94 Magogaphate

Maibele North

PL 158/2009 Lepokole

PL 54/98 Takane

PL59/2008 Shashe South

PL 14/2003 Majante

PL46/2004 Sampowane

PL44/2004 Shashe East

PL48/2004 Shashe West

PL 70/2008 Central

PL47/2004 Gobe Shear

PL360/2008 Mmadinare

PL111/2011 Central Sampa

PL126/2011 Xia2

Tenement Update

Retention Application:

Pat Volpe CHAIRMAN

Appendix 5B

Mining exploration entity quarterly report

Name of entity

Non-cash financing and investing activities

Financing facilities available

Estimated cash outflows for next quarter

Reconciliation of cash

Changes in interests in mining tenements

Issued and quoted securities at end of current quarter

Compliance statement

Notes

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