VERITY RESOURCES LIMITED — Interim / Quarterly Report 2012

Apr 29, 2012

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TO: COMPANY ANNOUNCEMENTS OFFICE ASX LIMITED

Market Cap

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DATE: 30 APRIL 2012

Cash

QUARTERLY REPORT TO 31 MARCH 2012

Summary

Issued Capital

1. Rights issue raises approximately $1.8M

2. Extension application lodged for PL 110/94 covering Airstrip Copper and Maibele North discoveries.

Substantial shareholders

1. Environmental Impact Assessment (EIA) study commenced as part of the Feasibility Study over the discovery areas at Airstrip Copper, Maibele North and Dibete base metal projects.

2. Drilling at Airstrip finds new high grade Cu-Ag zone at C7 –18m @

3. 1.72% Cu & 26.6g/t Ag from 42m including a high grade zone of 3m @

Directors

• 8.39g/t Cu & 136 g/t Ag from 50m in ACRC122.

• Dibete drilling finds high grade Cu-Ag mineralisation in metallurgical diamond drilling.

• Extensive soil geochemistry completed over a range of PLs and some VTEM targets.

Assay resulting are being evaluated. Areas include:-

• PL 54/98 – Jumbo and Mmatsiane.

• PL126/2011 Xia-2 where a nickel gossan has been located.

Registered Office

• P158/2009 Lepokole - Soils following up silver, gold and lead anomalous stream sediments.

• PL 54/98: Soils also completed over four VTEM anomalies on PL54/98.

• Soil geochemistry extended for another 1.5km x 1.5km to the N and N-W of the current 1.5km x 1km IP and soil area at Airstrip Copper.

Contact

1. IP planned for June 2012 quarter over some of these new anomalies.

2. Down hole EM to be carried out at Airstrip, Maibele North and Dibete targeting off hole conductors.

3. Additional drilling planned for 2012 at Dibete , Airstrip and Maibele North and on new targets defined during the IP, EM and soil geochemistry surveys.

4. JORC compliant resource study planned for Dibete during 2012.

The Company’s focus over 2012 is to continue to test these new anomalous zones and add to BML’s resource inventory in Botswana, and to progress the feasibility study of the Magogaphate Base Metal project.

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Detail

CORPORATE

Rights Issue

During the quarter the Company raised $1,776,699 (before costs) from a 1 for 3 Rights Issue at 4 cents per share plus one free Attaching Option for each new share subscribed for. A total of 44,417,473 new shares and attaching options were issued. The options are identical to those already on issue and are exercisable at 10 cents each at any time up to 5pm AEST on 30 June 2013.

To date a shortfall of approximately $140K remains which the Directors may place subject to the ASX Listing Rules.

Extension application for PL110/94

An application for an extension of Prospecting Licence PL110/94 was lodged with the Department of Geological Survey (“DGS”) in accordance with the required timelines specified by the Botswana authorities. The application was receipted by the DGS however BML is not expecting any decision to be made until after the 31 March 2012 expiry date of the Licence.

Feasibility Study of the Magogaphate Base Metal Project - Environmental Impact Assessment

As part of the Feasibility Study into developing the Maibele North Ni-Cu prospect and Airstrip and Dibete Cu-Ag prospects, Botswana Metals Limited has appointed Ecosurv (Pty) Ltd (“Ecosurv”) as an independent consultant to undertake an Environmental Impact Assessment (“EIA”) over the Magogaphate Shear Zone which includes the Company’s Airstrip, Maibele North and Dibete base metal prospects in Botswana.

Ecosurv is an environmental company that has provided input into the Botswana and African regional markets over the last 25 years, and focuses on environmental assessment and management.

Ecosurv has provided BML with a draft Scoping Study Report as part of the requirements of the EIA process for the Magogaphate Base Metal Project. This Scoping Study report examines the environmental, archaeological and social impacts of a proposed mine to develop these base metal deposits and also examines alternatives to the preferred development route. Also included in the Scoping Study Report are the terms of reference for the detailed EIA which is a requirement of the Department of Environmental Affairs and DGS for a mining licence application.

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EXPLORATION

PL111/94 Mokoswane

Dibete Prospect

Four diamond holes (DBRD117-120) were drilled in December 2011 to obtain metallurgical samples and reliable SG data for future resource estimation. These diamond holes were twinned close to RC percussion holes (DBRC 006, 013, 014 &111) in order to sample all the various styles of copper-silver mineralisation present at Dibete. The location of these four diamond holes is shown in Figure 1. The mineralised core will be used for some preliminary metallurgical testwork to define the most efficient recovery process.

Results are detailed in Table 1 and include:-

• 36m @ 1.37% Cu & 70g/t Ag from 12m in DBRD117, including 1m 15.43% Cu & 971g/t Ag from 46.5m.

• 20m @ 1.13% Cu & 29.5g/t Ag from 30m in DBRD118, including 1.5m @ 3.95% Cu & 121g/t Ag from 43m.

• 13m @ 2.88% Cu & 157g/t Ag from 29m, including 1m @ 15.55% Cu & 1220g/t Ag from 30m in diamond hole DBRD119.

• 4.5m @ 1.2% Cu & 2.79g/t Ag from 45m, including 1m @ 2.67% Cu & 4g/t Ag from 46m in diamond hole DBRD120.

The four diamond holes intersected all the various styles of copper-silver mineralisation at Dibete, including:-

DBRC 117 intersected supergene oxide and sulphide mineralisation down to 47.5 metres with minor primary chalcopyrite-pyrite mineralisation below, probably in parallel veins to the ones related to the supergene mineralisation. The intervals from 32.5-40.0 and 42.5-47.5 include supergene sulphides, with disseminated to semi massive chalcocite recognised in the lower interval.

DBRC 118 intersected chalcocite veins over the intervals 37-38m, 40.5-44.5 m and 45.5-50 m. Supergene oxide mineralisation is present in the upper sections of DBRC 118. The copper mineralisation in both diamond holes is rich in silver similar to Airstrip Copper with a 1m interval in DBRC117 containing over 30 ounces/t Ag.

DBRC 119 intersected high grade Cu-Ag mineralisation over the interval of 29-42 metres with best intersections from 29.5-32 metres of 8.25% Cu and 519 g/t Ag and 30-31 metres at 15.55% Cu and 1220 g/t Ag or 39 ounces/t Ag.

Hole DBRC 120 intersected moderate grade mineralisation which is included in Table 1.

Previous RC drilling at Dibete has intersected significant zones of mineralisation as highlighted below, and our exploration focus over the next few months will be to delineate these mineralised zones in more detail, using a combination of IP and drilling.

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Figure 1: Location of Metallurgical drill holes and additional drill out holes, Line 6100 E Dibete

A resource estimation over Dibete will be carried out during the June quarter and initial quotes on undertaking this work have been received.

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Significant Copper and Silver drill intercepts on IP line 6100E

• 11m @ 4.5% Cu plus 229.9 g/t Ag from 33m in DBRC028 (including 3m @ 8.16% Cu plus 469 g/t Ag)

• 17m @ 2.7% Cu plus 40.5 g/t Ag from 16m in DBRC081 (including 3m @ 6.7% Cu plus 44.5 g/t Ag from 24m & 3m @ 4.7% Cu plus 106.9 g/t Ag from 27m)

• 12m @ 1.8% Cu plus 42 g/t Ag from 33m in DBRC094 (including 4m @ 4.2% Cu plus 95 g/t Ag from 37m)

• 6m @ 2.3% Cu plus 117 g/t Ag from 34m in DBRC097 (including 2m @ 5.7% Cu plus 322.5 g/t Ag from 34m)

• 9m @ 2.8% Cu plus 87.3 g/t Ag from 33m in DBRC107

• 10m @ 3.9% Cu plus 110 g/t Ag from 43m in DBRC108 (including 4m @ 9.2% Cu plus 268 g/t Ag from 43m)

• 17m @1.94% Cu plus 31 g/t Ag from 24m in DBRD 006 (including 5m @ 4.19% Cu plus 90.5 g/t Ag)

• 13m @ 2.88% Cu plus 157 g/t Ag from 29m in DBRD 119 (twin to DBRD 006) (including 2.5m @ 8.25% Cu plus 519 g/t Ag from 29.5, 1m @15.55% Cu plus 1220 g/t Ag from 30m, including 4.5m @ 1.76% Cu plus 59.5 g/t Ag from 33.5m).

• 8m @ 0.78% Cu plus 22.75 g/t Ag from 32m in hole DBRC 013 (including 2m @ 2.62% Cu plus 40 g/t Ag from 37m)

and

• 10m @ 1.13% Cu plus 160 g/t Ag from 40m (including 3m @ 8.01% Cu plus 192 g/t Ag from 42m)

• 20m @ 1.13% Cu plus 29.5 g/t Ag from 30m in hole DBRD 118 (twin to hole DBRC 013) (including 2m @ 3.25% Cu plus 114.1 g/t Ag from 36m and 1.5m @ 3.95% Cu plus 121.3 g/t Ag from 43m)

• 21m @ 1.32% Cu plus 67.7g/t Ag from 16m in hole DBRC 014 (including 10m @ 2.33% Cu plus 126.5 g/t Ag from 27m)

• and

• 3m @ 1.6% Cu plus 27.8 g/t Ag from 39m and

• 8m @ 3.86% Cu plus 364.1 g/t Ag from 44m (including 3m @ 9.16% Cu plus 894 g/t Ag from 48m)

• 36m @ 1.37% Cu plus 70 g/t Ag from 12m in hole DBRD117 (twin hole to DBRC014) including 2.5m @ 7.41% Cu plus 456.2 g/t Ag from 45m,

• including 1m @ 15.43% Cu plus 971 g/t Ag from 46.5m

• 7m @ 2.1% Cu plus 49.7 g/t Ag from 44m in hole DBRC111 (including 3m @ 4.08% Cu plus 100 g/t Ag from 45m)

• 4.5m @1.2% Cu plus 2.79 g/t Ag from 45m in hole DBRD120 (twin hole to DBRC111). including 1m @ 2.67% Cu plus 4 g/t Ag from 46m

Significant Copper and Silver drill intercepts on IP line 6400E

Drilling on IP lines 6400E (300m to the East of 6100E) and 6600E (500m to the East of IP line 6100E) confirm significant copper and silver mineralisation. Mineralisation is not continuous between the three lines 6100, 6400E and 6600E. The significant intercepts on IP line 6400E are as follows.

• 1m @ 0.4% Cu plus 3 g/t Ag from 3m in hole DBRD 004 and

• 9m @ 0.95% Cu plus 19 g/t Ag from 27m (including 4m @ 1.28% Cu plus 25.4 g/t Ag avg from 27m)

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• 3m @ 0.69% Cu plus 8 g/t Ag from 8m in hole DBRD 005 and

• 1m @ 0.35% Cu plus 3.6 g/t Ag from 14m

and

• 6m @ 0.51% Cu plus 3 g/t Ag from 22m (including 1m @ 1.06% Cu plus <3 g/t Ag average from 23m) and

4m @ 0.7% Cu plus 4.1 g/t Ag from 31m

and

• 1m @ 0.43% Cu plus 3 g/t Ag from 41m

and

• 1m @ 0.52% Cu plus 4.2 g/t Ag from 46m

• 1m @ 0.4% Cu plus 0.02 g/t Ag from 14m in hole DBRC 046 and

• 2m @ 1.41% Cu plus 0.6 g/t Ag from 27m

• 1m @ 0.5% Cu plus 3.5 g/t Ag from 0m in hole DBRC 048 and

• 2m @ 0.99% Cu plus 0.9 g/t Ag from 15m

• 1m @ 0.4% Cu plus 0.8 g/t Ag from 4m in hole DBRC 114 and

• 13m @ 1.23% Cu plus 36.1 g/t Ag from 24m (including 7m @ 1.82% Cu plus 53.5 g/t Ag from 26m) and

• 4m @ 2.57% Cu plus 61.7 g/t Ag from 40m

Table 1: Dibete Prospect: Drill results for the four metallurgical holes and associated RC twins.

Hole ID	From (m)	To (m)	Interval (m)	Cu %	Ag g/t	Pb %	Zn %	Ni %
DBRD 006	24	40	17	1.94	31
including	26	31	5	4.19	90.5

Hole ID	From (m)	To (m)	Interval (m)	Cu %	Ag g/t	Pb %	Zn %	Ni %
DBRC 013	32	40	8	0.78	22.75
including	37	39	2	2.62	40
DBRC 013	40	50	10	1.13	160
including	42	45	3	8.01	192

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Table 1: Dibete Prospect: Drill results for the four metallurgical holes and associated RC twins (continued)

Hole ID	From (m)	To (m)	Interval (m)	Cu %	Ag g/t	Pb %	Zn %	Ni %
DBRC 014	16	37	21	1.32	67.7
including	27	37	10	2.33	126.5
DBRC 014	39	42	3	1.6	27.8
DBRC 014	44	52	8	3.86	364.1
including	48	51	3	9.16	894

Hole ID	From (m)	To (m)	Interval (m)	Cu %	Ag g/t	Pb %	Zn %	Ni %
DBRC 111	44	51	7	2.1	49.7
including	45	48	3	4.08	100

Hole ID (Twin to DBRC 014)	From (m)	To (m)	Interval (m)	Cu %	Ag g/t	Pb %	Zn %	Ni %
DBRD 117	12	48	36	1.37	70	0.082	0.012
Including	19.5	48	28.5	1.65	86.6	0.088	0.009
Including	24.5	27.5	3	2.68	180.1	0.004	0.011
Including	42.5	48	5.5	3.78	219.4	0.257	0.009
Including	45	47.5	2.5	7.41	456.2	0.477	0.006
Including	46.5	47.5	1	15.43	971	1.081	0.004

Hole ID (Twin to DBRC 013)	From (m)	To (m)	Interval (m)	Cu %	Ag g/t	Pb %	Zn %	Ni %
DBRD 118	30	50	20	1.13	29.5	0.134	0.048
Including	36	38	2	3.25	114.1	0.015	0.022
including	43	44.5	1.5	3.95	121.3	1.077	0.197

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Table 1: Dibete Prospect: Drill results for the four metallurgical holes and associated RC twins (continued)

Hole ID (Twin to DBRD 006)	From (m)	To (m)	Interval (m)	Cu %	Ag g/t	Pb %	Zn %	Ni %
DBRD 119	0	2	2	0.36	8
DBRD 119	13	15	2	0.19	3
DBRD 119	29	42	13	2.88	157	0.27	0.051
Including	29.5	32	2.5	8.25	519	0.898	0.109
Including	30	31	1	15.55	1220	1.306	0.107
Including	33.5	38	4.5	1.76	59.5	0.023	0.020

Hole ID (Twin to DBRC 111)	From (m)	To (m)	Interval (m)	Cu %	Ag g/t	Pb %	Zn %	Ni %
DBRD 120	24	26	2	0.10	3.5	0.002	0.016
DBRD 120	45	49.5	4.5	1.20	2.79	0.005	0.054
including	46	47	1	2.67	4	0.003	0.139
DBRD 120	51.5	52	0.5	0.24	1

Table 2: Dibete Prospect: Drill results for the five significant mineralised drill holes on IP grid line 6400E.

Hole ID	From (m)	To (m)	Interval (m)	Cu %	Avg Ag g/t	Pb %	Zn %	Ni %
DBRD 004	3	4	1	0.4	<3
DBRD 004	27	36	9	0.95	19
including	27	31	4	1.28	25.4

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Table 2: Dibete Prospect: Drill results for the five significant mineralised drill holes on IP grid line 6400E (continued)

(continued)
Hole ID	From (m)	To (m)	Interval (m)	Cu %	Avg Ag g/t	Pb %	Zn %	Ni %
DBRD 005	8	11	3	0.69	8
DBRD 005	14	15	1	0.35	3.6
DBRD 005	22	28	6	0.51	<3
including	23	24	1	1.06	<3
DBRD 005	31	35	4	0.7	4.1
DBRD 005	41	42	1	0.43	<3
DBRD 005	46	47	1	0.52	4.2

Hole ID	From (m)	To (m)	Interval (m)	Cu %	Avg Ag g/t	Pb %	Zn %	Ni %
DBRC 046	14	15	1	0.4	0.02
DBRC 046	27	29	2	1.41	0.6
Hole ID	From (m)	To (m)	Interval (m)	Cu %	Avg Ag g/t	Pb %	Zn %	Ni %
DBRC 048	0	1	1	0.5	3.5
DBRC 048	15	17	2	0.99	0.9
Hole ID	From (m)	To (m)	Interval (m)	Cu %	Avg Ag g/t	Pb %	Zn %	Ni %
DBRC 114	4	5	1	0.4	0.8
DBRC 114	24	37	13	1.23	36.1
including	26	33	7	1.82	53.5
DBRC 114	40	44	4	2.57	61.7

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Table 3: Dibete Prospect: Drill results for the significant mineralised drill hole on IP grid line 6600E.

Hole ID	From (m)	To (m)	Interval (m)	Cu %	Avg Ag g/t	Pb %	Zn %	Ni %
DBRC 054	40	41	1	0.53	0.3

Note: All depths are down hole distances and intervals may not be true thicknesses. Cut offs applied to laboratory results are 0.2% for Cu, Pb, Zn and Ni and 2 g/t Ag, and 0.2 g/t Au

PL110/94 Magogaphate

Airstrip

Results received during the quarter from the drilling carried out at Airstrip late last year has given additional encouragement from Conductors C2, C7, C11, C12, C13, and include (Table 4):-

• Conductor C12 intersected 5 metres of 1.83% Cu and 7.7 g/t Ag from 33 metres including 4 metres of 2.23% Cu and 9.4 g/t Ag from 33 metres, including 1 metre of 4.96% Cu and 27 g/t Ag from 34 metres.

• Conductor C7 intersected 18 metres of 1.72% Cu and 26.6 g/t Ag from 42 metres including a high grade zone of 3 metres of 8.39% Cu and 136 g/t Ag.

• Three conductors now known to contain high grade shoots of Cu-Ag mineralisation, C6, C7 and C12.

• So far 10 out of a total of 17 IP conductors have been drill tested with assays confirming all 10 conductors intersecting mineralisation (C1, C2, C6, C7, C8, C10, C11, C12, C14 and C17).

• All assay results have now been received from drilling on C2, C7, C11, C12 and C13 conductors.

• Additional targets present that warrant drill testing.

Table 4: Highlights of new results

Conductor No	Hole No	From m	To m	Interval m	Cu %	Ag g/t
C12	ACRC124	33	38	5	1.83	7.7
C12	inc	34	38	4	2.23	9.4
C12	inc	34	35	1	4.96	27
C11	ACRD114	2	5	3	0.79	6
C11	inc	2	3	1	1.68	8
C11	ACRD114	49	54	5	0.79	10.7
C11	inc	51	53	2	1.44	22
C11	inc	52	53	1	1.94	31

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Table 4: Highlights of new results (continued)

Conductor No	Hole No	From m	To m	Interval m	Cu %	Ag g/t
C7	ACRC122	42	60	18	1.72	26.6
C7	inc	50	53	3	8.39	136
C7	inc	52	53	1	15.4	248
C2	ACRC 130	46	50	4	1.11	11.5
C2	inc	48	49	1	2.80	28

The results in Hole ACRC122 indicate that a new high grade shoot has been located that is analogous to the high grade shoots that have been found previously at conductors C6 and C12. This mineralisation at C7 is also weakly anomalous in nickel and PGEs as shown in Table 5.

Further drilling will be required to determine whether any significant resource can be found at this location.

Table 5: ACRC 122 Intersection

Hole No	From m	To m	Interval m	Cu %	Ag g/t	Pb %	Zn %	Ni %	Au g/t	Pt g/t	Pd g/t
ACRC122	42	60	18	1.72	26.6	0.007	0.012	0.04	0.028
ACRC122	50	53	3	8.39	136.3	0.004	0.015	0.22	0.127
ACRC122	52	53	1	15.4	248	0.007	0.020	0.41	0.132	0.175	0.229

Note: All depths are down hole distances and intervals may not be true thicknesses. Cut offs applied to assay results are 0.2% for Cu, Pb, Zn and Ni and 2 g/t Ag, and 0.2g/t Au.

Table 6 below includes all new anomalous drill results received in the latest batch of assays referenced by IP conductor. These results are from 1707 samples from 11 drill holes.

Location of all conductors and holes are shown on Figures 2 and 3.

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Table 6 New Anomalous Results from Airstrip Copper

Conductor No	Hole No	From m	To m	Interval m	Cu %	Ag g/t	Pb %	Zn %
C13	ACRD 105	12	13	1	0.02	0	0.0085	0.0135
C13	ACRD 108	27	28	1	0.27	1	0.001	0.004
C13	ACRD 108	33	34	1	0.10	2	0.003	0.005
C13	ACRD 109	47	48	1	0.23	1	0	0.003
C2	ACRD 116	11	14	3	0.30	0.3	0.002	0.003
C7	ACRD 118	72	74	2	0.47	0.25	0.016	0.0125
C7	ACRD 118	76	77	1	0.32	2	0.001	0.006
C7	ACRD 118	86	87	1	0.30	5	0.000	0.011
C7	ACRD 118	95	96	1	0.21	3	0.001	0.016
C7	ACRD 118	119	121	2	0.38	2.5	0.009	0.015
C11	ACRD 114	2	5	3	0.79	6	0.001	0.006
C11	inc	2	3	1	1.68	8	0.001	0.005
C11	ACRD 114	49	54	5	0.79	10.7	0.001	0.032
C11	inc	51	53	2	1.44	22	0	0.014
C11	inc	52	53	1	1.94	31	0	0.008

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Table 6 New Anomalous Results from Airstrip Copper (continued)

Conductor No	Hole No	From m	To m	Interval m	Cu %	Ag g/t	Pb %	Zn %
C13	ACRD 119	13	16	3	0.49	0	0.190	0.057
C13	ACRD 119	19	20	1	0.06	0.3	0.258	0.041
C13	ACRD 119	21	22	1	0.28	2	0.026	0.037
C7	ACRC 122	42	60	18	1.72	26.6	0.007	0.012
C7	Inc	50	53	3	8.39	136.3	0.004	0.015
C7	inc	52	53	1	15.4	248	0.007	0.020
C12	ACRC124	33	38	5	1.83	7.7	0.092	0.073
C12	inc	34	38	4	2.23	9.4	0.111	0.086
C12	inc	34	35	1	4.96	27	0.015	0.042
C12	ACRC 128	1	4	3	0.50	2	0.012	0.011
C12	ACRC 128	14	15	1	0.11	2	0.001	0.008
C12	ACRC 128	18	19	1	0.15	2	0.001	0.005
C12	ACRC 128	20	21	1	0.21	5	0.003	0.009
C12	ACRC 128	26	27	1	0.11	5	0.003	0.011
C12	ACRC 128	32	34	2	0.28	1.5	0.002	0.014

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Table 6 New Anomalous Results from Airstrip Copper (continued)

Conductor No	Hole No	From m	To m	Interval m	Cu %	Ag g/t	Pb %	Zn %
C11/C7	ACRD 129	19	22	3	0.24	1	0.001	0.008
C11/C7	ACRD 129	23	24	1	0.33		0.001	0.008
C2	ACRC 130	9	10	1	0.23	0	0.003	0.011
C2	ACRC 130	46	50	4	1.11	11.5	0.001	0.013
C2	inc	48	49	1	2.80	28	0.001	0.012

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Figure 2: Detailed Resistivity plan of Airstrip Copper Prospect showing drilling over the C6, C7 and C12 conductors.

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Figure 3: Resistivity plan of Airstrip Copper Prospect showing drill holes, conductors and trenching

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Soil Sampling Program

New 1.3km long Cu-Ag anomalous soil zone located in northwest-west Airstrip Copper

Analysis of 1200 soils samples has identified a new 1.3km copper and silver anomalous zone outside the current IP grid. This new anomalous zone is located to the northwest and west of the current IP grid (Figure 4).

Additional soil sampling and IP is required to firm up drill targets.

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Figure 4: New Copper and Silver soil anomaly at NW-W Airstrip Copper Prospect

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Maibele North

Assay results were negative for the 250m RC hole drilled last quarter targeting a VTEM anomaly close to the known nickel mineralisation at Maibele North.

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Figure 5: Maibele North Prospect area showing holes targeted for Down Hole EM surveys.

Electro-magnetic (EM) Down-hole analysis

Planning of down-hole EM to look for off hole conductors associated with holes MARC 056, ACRD 027 and ACRD 028 is at an advanced stage.

The EM surveys are expected to define additional targets that may have been missed by previous drilling. Quotes are currently being sought for these EM surveys.

Review for JORC compliant resource program

A complete review of the Maibele North project is now being undertaken to progress the project to a JORC compliant resource. All aspects of the geology, geochemistry, drilling and geophysics are being reviewed.

Nickel-Copper Target Resource

An Exploration Target estimate of up to 5 million tonnes at a grade of 0.6% Ni at a cut-off grade of 0.3% Ni was reported by Independent Consultant, Hilmac Pty Ltd in October 2010 for the Maibele North nickel deposit.

BML has established that if the grade at Maibele North is around 0.6% Ni with additional copper and Platinum Group Element (“PGE”) credits, then this deposit has the potential to be economically mined and processed.

BML continued discussions in the March quarter with a local smelter in Botswana with regard to a possible off-take arrangement for the Maibele North mineralisation or concentrate. Whilst discussions are at an early stage, any material outcome will be advised to the ASX.

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PL54/98 Takane

Several of the VTEM anomalies located on the Takane tenement were soil sampled during the quarter. Some older existing soil data was used to commence work on the Jumbo and Mmatsiane prospects which has now been superseded by new soil data over the two prospects which is designed to give full coverage over the clusters of anomalies that make up the Jumbo and Mmatsiane prospects.

Location of the VTEM targets and named prospects in the Takane PL are shown on Figure 6.

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Figure 6: Location of VTEM anomalies and named prospects on PL54/98 Takane

Mmatsiane

Drilling carried out at Mmatsiane last quarter (2 holes, Figure 7), targeting IP conductors that appeared to be extensions of the VTEM conductors along regional strike to the west, did not intersect any significant mineralisation. In addition the 3 RC holes targeted on VTEM target 11950-a (Figure 7) also failed to locate any significant mineralisation. Interpretation of the new soil geochemistry is now in progress to determine how to optimize future drilling at the Mmatsiane prospect.

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Figure 7: Plan of the Mmatsiane Prospect showing drill holes, IP conductors (resistivity image) and a cluster of VTEM anomalies.

Jumbo

Drilling at Jumbo was undertaken with 6 RC holes. Low grade copper was intersected in hole JBRC001.

Further soil sampling was completed over a broader area than the previous Falconbridge geochemical sampling grid. The soil geochemical sample results have been received and are now being interpreted.

The location of the drill holes in relation to the VTEM target and IP are shown in Figure 8.

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Figure 8: Drill hole locations at the Jumbo prospect in relation to the IP and VTEM conductors.

PL14/2003 Majante

Mmamanaka

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.

Two additional RC holes of 114 and 150 metres were drilled at Mmamanaka to test VTEM targets following a review of previous drilling and the recent VTEM survey results. No significant mineralisation was intersected which was confirmed from the assay data. Hole locations are shown on Figure 9.

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Figure 9: Drill hole and VTEM anomaly location at Mmamanaka Prospect.

PL126/2011 Xia 2

A detailed soil sampling program was completed at Xia2 over an area with an outcropping nickel gossan.

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Figure 10: Geological compilation map of the area of principal interest in Xia2 tenement.

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Sample results have not yet been received. Interpretation of existing data sets indicates a significant sized ultramafic body is present and this body produced some anomalous base metal results in previous stream sediment sampling undertaken in 2004-5. Figure 10 shows the compilation data for the area of principal interest on the Xia2 tenement.

PL158/2009 Lepokole

A soil survey has commenced at Lepokole following up some elevated silver anomalies located in stream sediments. The program is well advanced (Figure 11) and will be completed early next quarter. Assay results have been received for some of the lines and interpretation is in progress.

An IP survey is planned during 2012.

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Figure 11: soil sample lines on the Lepokole tenement PL 158/2009

PL59/2008 Shashe South

No field work was undertaken. Review of the VTEM anomalies that lie midway between Maibele North and Mashambe prospects suggests that soil sampling of the two VTEM anomalies should be undertaken. Previous stream sediment sampling showed that anomalous nickel was present in the catchment which contains the VTEM anomalies.

The area lies within the review area for Maibele North discussed previously.

PL46/2004 Sampowane

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

No field work was undertaken on the tenement while this application is pending.

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PL47/2004 Gobe Shear

Soils sample lines were proposed to infill between the Dibete prospect in PL111/94, Dibete Extended in PL54/98 and Dibete East in PL 47/2004.

The aim of the sampling program is to fully define the copper-silver and nickel anomalies found from previous work. These samples are now scheduled for collection in the second quarter of 2012.

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Figure 12: Dibete East and Dibete Extended soil anomalies, (blue=lead, orange=copper, green=nickel) with interpreted structures shown as black lines.

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

No field work was undertaken on the tenement while this application is pending.

PL070/2008 Central

No field work was undertaken during the quarter.

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PL360/2008 Mmadinare

No field work was undertaken during the quarter.

PL111/2011 Central Sampa

No field work was undertaken during the quarter.

Pat Volpe Chairman

Competent Persons Statement.

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 mineralization 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.

About Botswana Metals Limited

• Botswana Metals Limited is listed on the Australian Securities Exchange (ASX) and its stock code (ticker) is BML. BML is a mineral exploration company fully focused on its portfolio of exploration tenements covering approximately 2,300 sq. km all located in Botswana.

• BML also has listed options (ASX stock code: BMLO) that are exercisable at $0.10 (10 cents) per share at any time up to 5pm AEST on 30 June 2013.

• BML’s objective is to discover an economic base and precious metals resource in eastern Botswana on the well-known Limpopo Belt which extends into Botswana from its neighbouring country Zimbabwe.

• Recent exploration has resulted in three discoveries for Nickel-Copper and Copper-Silver knows as Airstrip Copper, Maibele North and Dibete. The Ni-Cu deposit at Maibele North is just east of Airstrip Copper whilst Dibete is 7 km to the south of Airstrip Copper.

• To the east of these discoveries, a recent VTEM program has identified at least 27 new anomalies that are planned to

• be part of the company’s exploration focus in 2012.

• BML has solid logistical support and the projects benefit from excellent infrastructure.

• The Company is managed by experienced personnel who have many years’ experience in Botswana as well as other African countries. Botswana is considered to be one of the most advanced African countries in respect to its mining and exploration laws, and for safety and education where English is spoken freely.

• BML has offices in Australia (Melbourne) and in Botswana (at Francistown and Tshokwe).

Appendix 5B Mining exploration entity quarterly report

Rule 5.3

Appendix 5B

Mining exploration entity quarterly report

Introduced 01/07/96 Origin Appendix 8 Amended 01/07/97, 01/07/98, 30/09/01, 01/06/10, 17/12/10

Name of entity

BOTSWANA METALS LIMITED

	ABN 96 122 995 073 Consolidated statement of cash flows	ABN 96 122 995 073 Consolidated statement of cash flows	Quarter ended (“current quarter”) 31 MARCH 2012	Quarter ended (“current quarter”) 31 MARCH 2012
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 (provide details if material) Net Operating Cash Flows		Current quarter $A’000		Year to date (...9....months) $A’000
		- (585) - - (302) - 6 - - -		- (2,128) - - (691) - 60 - - (2)
		(881)		(2,762)
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)		- - (23) - - - - - -		- - (60) - - - - - -
		(23)		(60)
		(904)		(2,821)

• See chapter 19 for defined terms.

17/12/2010 Appendix 5B Page 1

Appendix 5B Mining exploration entity quarterly report

1.13 Total operating and investing cash flows (brought forward)	(904)	(2,821)
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	1,554 - - - - -	1,554 - - - - -
	1,554	1,554
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	649 1,349 -	(1,268) 3,266 -
	1,998	1,998

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
		125
		-
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 also received $26,750 in consulting fees. Superannuation contributions totalling $7,487 accrued from the prior quarter were also paid on behalf of the Directors.

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

• See chapter 19 for defined terms.

Appendix 5B Page 2

17/12/2010

Appendix 5B Mining exploration entity quarterly report

• 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.

3.1 3.2	Loan facilities Credit standby arrangements	Amount available $A’000	Amount used $A’000

3.1 Loan facilities 3.2 Credit standby arrangements

Estimated cash outflows for next quarter

$A’000 4.1 Exploration and evaluation 300 4.2 Development - 4.3 Production - 4.4 Administration 300 Total 600

Reconciliation of cash

Reconciliation of cash at the end of the quarter (as Current quarter Previous quarter shown in the consolidated statement of cash flows) $A’000 $A’000 to the related items in the accounts is as follows. 5.1 Cash on hand and at bank 200 171 1,646 1,026 5.2 Deposits at call 5.3 Bank overdraft - - 152 152 5.4 Other (Term Deposits) 1,998 1,349 Total: cash at end of quarter (item 1.22)

Changes in interests in mining tenements

Tenement reference	Nature of interest (note (2))	Interest at beginning ofquarter	Interest at end of quarter

• See chapter 19 for defined terms.

17/12/2010 Appendix 5B Page 3

Appendix 5B Mining exploration entity quarterly report

6.1	Interests in mining
	tenements relinquished,
	reduced or lapsed
6.2	Interests in mining
	tenements acquired or
	increased

• See chapter 19 for defined terms.

Appendix 5B Page 4

17/12/2010

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	184,785,317	184,785,317
	41,067,473	41,067,473	4 cents	4 cents
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	112,925,143	112,925,143	Exercise price 10 CENTS	Expiry date 30 JUNE 2013
	41,067,473	41,067,473
7.11 Debentures (totals only)

• See chapter 19 for defined terms.

17/12/2010 Appendix 5B Page 5

Appendix 5B Mining exploration entity quarterly report

7.12 Unsecured 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 5).

• 2 This statement does give a true and fair view of the matters disclosed.

Sign here: ............. .......... Date: ..... 30 APRIL 2012 ....................... (Director/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 6: Exploration for and Evaluation of Mineral Resources and AASB 107: Statement of Cash Flows apply to this report.

• 5 Accounting Standards ASX will accept, for example, the use of International Financial Reporting 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 6

17/12/2010