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TO: COMPANY ANNOUNCEMENTS OFFICE ASX LIMITED

Market Cap

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DATE: 6 MARCH 2012

Cash

HALF-YEAR REPORT

Issued Capital

Please find following the Half-Year Report for the half-year ended 31 December 2011.

Substantial shareholders

Pat Volpe Chairman

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2. Bell IXL Investments Ltd 7.65%
3. Polarity B Pty Ltd 6.23%
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Directors

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Mr Massimo Cellante
(Non-executive Director)
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Dr Paul Woolrich
(Non-executive Director)
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www.botswanametals.com.au
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Registered Office

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310 Whitehorse Road
Balwyn, Victoria, 3103
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P +61 3 9830 7676
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F +61 3 9836 3056
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Contact

BOTSWANA METALS LIMITED AND ITS CONTROLLED ENTITIES

ACN 122 995 073

- HALF YEAR REPORT 31 DECEMBER 2011

Lodged with the ASX under Listing Rule 4.2A This information should be read in conjunction with the 30 June 2011 Annual Report.

BOTSWANA METALS LIMITED AND ITS CONTROLLED ENTITIES ACN 122 995 073

CONTENTS

BOTSWANA METALS LIMITED AND ITS CONTROLLED ENTITIES HALF-YEAR REPORT – 31 DECEMBER 2011

CONTENTS
	Page
Corporate Directory	2
Directors’ Report	3
Auditor’s Independence Declaration	14
Consolidated Statement of Comprehensive Income	15
Consolidated Statement of Financial Position	16
Consolidated Statement of Changes in Equity	17
Consolidated Statement of Cash Flows	18
Notes to the Consolidated Financial Statements	19
Directors’ Declaration	22
Independent Auditor’s Report to the Members	23

BOTSWANA METALS LIMITED AND ITS CONTOLLED ENTITIES ACN 122 995 073

CORPORATE DIRECTORY

Directors:	Mr Patrick John Volpe (Executive Chairman)
	Dr Paul Woolrich (Non-executive Director)
	Mr Massimo Cellante (Non-executive Director)
Company Secretary:	Mr Richard Baker
Registered Office:	Suite 5, Level 1
	310 Whitehorse Road
	BALWYN VIC 3103
	Telephone (03) 98307676
	Facsimile (03) 98363056
Share Registry:	Advanced Share Registry Limited
	150 Stirling Highway
	NEDLANDS WA 6009
	Telephone (08) 9389 8033
	Facsimile (08) 9389 7871
Bankers:	National Australia Bank
	110 Church Street
	RICHMOND VIC 3121
	St George Bank Limited
	Level 8, 530 Collins Street
	MELBOURNE VIC 3122
Auditor:	William Buck Audit (Vic) Pty Ltd
	Level 1, 465 Auburn Road
	HAWTHORN EAST VIC 3123
Lawyers:	Mills Oakley Lawyers
	Level 6, 530 Collins Street
	MELBOURNE VIC 3000
Stock Exchange:	ASX Limited
	Level 45, Rialto South Tower
	525 Collins Street
	MELBOURNE VIC 3000

BOTSWANA METALS LIMITED AND ITS CONTROLLED ENTITIES ACN 122 995 073

DIRECTORS’ REPORT

DIRECTORS’ REPORT

Your Directors submit the financial report on the consolidated entity consisting of Botswana Metals Limited (“BML”) and the entities it controlled at the end of, or during the half-year ended 31 December 2011.

DIRECTORS

The following persons were Directors of Botswana Metals Limited (“BML”) during or since the end of the halfyear and were in office for the entire period unless otherwise stated:

Mr Patrick John Volpe Dr Paul Woolrich Mr Massimo Cellante

REVIEW OF OPERATIONS

Corporate Activity

The Consolidated Entity had $1,348,990 in the Bank as at 31 December 2011.

Review of exploration activity for the six months to 31 December 2011

The following is a summary of exploration activities conducted since 1 July 2011.

PL110/94 – MAGOGAPHATE

AIRSTRIP COPPER PROSPECT

Drilling up to 23 December 2011, tested ten of the seventeen identified IP conductors at the Airstrip Copper discovery grid (1.5km x 1km).

All ten of the IP conductors that were drilled, encountered copper-silver mineralisation as confirmed by drill assays. (Mineralised conductors: C1, C2, C6, C7, C8, C10, C11, C12, C14 and C17).

Two of the ten conductors C6 and C12, had sufficient drilling to carry out a preliminary JORC compliant resource estimate. These estimations were prepared in January 2012 by Hilmac Pty Ltd (C6) and Anpet Exploration Pty Ltd (C12) and indicate both resources are small high grade shoots of copper-silver (+/- Ni) mineralisation. Both these estimations are summarised below.

Conductor C6: Indicated and Inferred JORC resource

The Cu-Ag-Ni mineralisation at C6 is associated with a vein dipping at 70 degrees to the south east and the shoot plunges steeply to the south west (Figure 1). The high grade part of the shoot contains a zone up to 0.5m thick of massive bornite – chalcocite with copper grades in excess of 50% Cu.

Using a 1% Cu equivalent cut-off grade, the resource at C6 totals 25,200 tonnes @ 4.6% Cu equivalent. Details of this resource are shown in Table 1.

BOTSWANA METALS LIMITED AND ITS CONTROLLED ENTITIES ACN 122 995 073

DIRECTORS’ REPORT

Table 1: Resource estimation at C6 using a 1% Cu equivalent cut-off grade

Resource	Mineralisation	Cu equiv grade	Cu	Ag	Ni
Category	tonnes	%	%	ppm)	ppm

indicated	20,500	3.6	2.4	82	570
inferred	4,700	8.8	5.4	230	1,500
Total	25,200	4.6	3.0	110	743

The estimation is down to a depth of 120m below surface.

Figure 1.Long section on C6 showing SW plunging mineralisation which is open at depth.

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Conductor C12: Inferred JORC resource from 0-70m below surface

The copper-silver mineralisation at C12 is similar to that at C6 and dominated by disseminated and veinlets of bornite-chalcocite. The C12 vein also dips steeply south east and the shoot plunges to the south west similar to C6 and is open at depth (Figure 2).

An inferred resource of 9,700 tonnes @ 3.96% Cu equivalent using a 1% Cu equivalent cut-off grade was estimated from 0—70m below surface, and an exploration target of 10,000 – 15,000 tonnes @ 2.4-3.1% Cu equivalent was identified from 70-100m below surface. Details are given in Tables 2-3.

The potential quantity and grade at the C12 exploration target is conceptual in nature as there has been insufficient drilling in this zone to define a Mineral Resource according to the JORC Code (2004).

BOTSWANA METALS LIMITED AND ITS CONTROLLED ENTITIES ACN 122 995 073

DIRECTORS’ REPORT

Table 2: Resource estimation at C12 using a 1% Cu equivalent cutoff grade.

Resource Category	Mineralisation (tonnes)	Cu equiv %	Cu %	Ag ppm
Inferred	9,700	3.96	3.16	62

Table 3: Exploration target identified at C12 from 70m to 100m below surface

Potential	Range (tonnes)	Cu equiv %	Cu %	Ag ppm
Exploration Target	10,000-15,000	2.4-3.1	2.0-2.5	30-50

Figure 2: Long section on C12 showing SW plunging mineralisation which is open at depth and to the west.

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Mineralogical examination of both the C6 & C12 intersections indicates that the mineralisation is mainly bornite, chalcocite with minor chalcopyrite. Silver is associated with minor galena and stomeyerite (CuAgS). Liberation of the sulphides by a relatively coarse grind is probably achievable.

Although the shoots at C6 & C12 have a small tonnage, the grade is relatively high and additional resources are evident from limited drilling over many of the other IP conductors at Airstrip Copper. These conductors will be targeted by more drilling during 2012.

BOTSWANA METALS LIMITED AND ITS CONTROLLED ENTITIES ACN 122 995 073

DIRECTORS’ REPORT

In addition the copper mineralisation discovered at Dibete appears more extensive and is still open and requires more drilling before a resource estimation can be carried out. This will add significantly to BML’s resource inventory.

Additional soil sampling in the western part of Airstrip Copper has located an extensive Cu-Ag soil anomaly as detailed below.

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

Analysis of 1200 soil 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 3).

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

Figure 3: New Copper and Silver soil anomaly at NW-W Airstrip Copper Prospect

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Drill Results received during December quarter 2011

New intersections of significant primary mineralisation associated with IP conductors at Airstrip Copper are shown in Table 4.

BOTSWANA METALS LIMITED AND ITS CONTROLLED ENTITIES ACN 122 995 073

DIRECTORS’ REPORT

Table 4: Significant Intersections at Airstrip Copper - Q4 2011

Conductor No	Hole No	From	To	Interval m	Cu %	Ag g/t
Conductor 6	ACRD033	62	69	7	0.8	11.9
Conductor 6	ACRD033	62	62.5	inc 0.5 @	3.8	55.6
Conductor 6	ACRD046	103.5	104	0.5	1.2	21.2
Conductor 12	ACDC067	68	74	6	2.7	172
Conductor 12	ACDC067	70	71	Inc 1 @	8.8	214
Conductor 6	ACDD 072	136.5	138.5	2	0.5	22.2
Conductor 12	ACDD 076	0	13	13		9.0
Conductor 12	ACDD 076	3	6	inc 3 @		28.5
Conductor 12	ACDD 076	5	6	inc 1 @		54.0
Conductor 12	ACDD 076	70.5	72	1.5	5.9	152
Conductor 12	ACDD 076	70.5	71.5	Inc 1 @	8.6	224
Conductor 17	ACDD 082	0	4	4		10.8
Conductor 17	ACDD 082	0	2	Inc 2 @		14.4
Conductor 12	ACRD096	48.00	49.50	1.50	2.64	16.93
Conductor 12	ACRD097	54.50	55.00	0.50	3.14	106.00
Conductor 12	ACRD 098	88.50	89.00	0.50	1.21	18.80
Conductor 12	ACRD101	39.50	42.50	3.00	4.80	151.20
Conductor 12	ACRD101	41.00	42.00	Inc 1.00 @	11.02	329.00
Conductor 12	ACRD102	66.00	67.00	1.00	5.54	8.15
Conductor 12	ACRD102	72.50	74.00	1.50	2.42	50.97
Conductor 12	ACRD102	73.00	73.50	0.50	6.15	124.00
Conductor 12	ACRD 103	21.00	24.00	3.00	2.23	19.50
Conductor 12	ACRD 104	37.00	38.00	1.00	1.92	16.80

MAIBELE NORTH PROSPECT

Maibele North Ni 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.

BML will review this project in more detail this year with the objective of achieving a JORC compliant resource if additional exploration and drilling is successful in improving the continuity of the known mineralisation.

BML has established that if the grade at Maibele North is around 0.6% Ni with additional copper and Precious Group Element (PGE) credits, then this deposit has the potential to be economically mined and processed. BML is currently in discussions with a local smelter in Botswana, with regard to a possible off-take arrangement for the Maibele North mineralisation or concentrate.

BOTSWANA METALS LIMITED AND ITS CONTROLLED ENTITIES ACN 122 995 073

DIRECTORS’ REPORT

Drilling during December 2011 Quarter

One RC drill hole (MARC056 see Figure 4) to a depth of 250 metres to test a VTEM target close to the present known nickel mineralisation was drilled in the December quarter. Assay results are pending but no significant mineralisation was observed.

Figure 4. New drill holes at Maibele North.

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PL111/94 – MOKOSWANE

DIBETE

Following completion of the initial modelling, a review was undertaken which clearly shows that significant potential for additional mineralisation exists, both associated with the known mineralised zones which are open in strike length and are not fully defined in width, but also associated with inferred structural zones, some of which are coincident with old workings and anomalous soil geochemistry.

A program of drilling to better define the known mineralisation has been proposed for 2012. Initial drilling of two RC holes and 4 diamond holes (with shallow RC pre-collars) was completed in the December 2011 quarter. A total of 176 metres of RC and 99.6 metres of diamond drilling were completed. No results of the drilling have been received. Figure 5 shows the location of the new drill holes.

BOTSWANA METALS LIMITED AND ITS CONTROLLED ENTITIES ACN 122 995 073

DIRECTORS’ REPORT

Figure 5. Location of Six (6) new drill holes at Dibete prospect.

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PL54/98 - TAKANE

A series of VTEM anomalies were defined on the Takane tenement and work has commenced to test these targets. Some older existing data was used to commence exploration with work carried out on the Jumbo and Mmatsiane prospects. Locations of the VTEM targets in the Takane PL are shown in Figure 6.

Figure 6. Location of VTEM anomalies and previous prospects on PL54/98 Takane.

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BOTSWANA METALS LIMITED AND ITS CONTROLLED ENTITIES ACN 122 995 073

DIRECTORS’ REPORT

MMATSIANE

Drilling commenced at Mmatsiane following IP surveys and interpretation of the IP in conjunction with the VTEM results.

A large sulphide system was intersected and further drilling will be carried out once more IP and soil geochemistry is completed. The soil geochemistry is currently in progress.

The location of the drill holes in relation to the VTEM targets are shown on Figure 7.

Figure 7. Location of the five (5) RC holes drilled at the Matsiane prospect. Also soil sample grid and VTEM targets shown.

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JUMBO

Drilling commenced at Jumbo (total 9 holes) but has not satisfactorily explained the IP anomalies based on visual logging of the drill cuttings. Further soil sampling is in progress over a broader area than the previous Falconbridge geochemical sampling grid. No results of the drilling have been received so far.

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

BOTSWANA METALS LIMITED AND ITS CONTROLLED ENTITIES ACN 122 995 073

DIRECTORS’ REPORT

Figure 8. Plan of the Jumbo Prospect showing drill hole locations, contours of chargeability at 50m depth and image of copper in soil anomalies.

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Figure 9. Plan of Jumbo soil sampling grid showing VTEM anomalies.

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BOTSWANA METALS LIMITED AND ITS CONTROLLED ENTITIES ACN 122 995 073

DIRECTORS’ REPORT

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 gives 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 targets defined from a review of previous drilling and the recent VTEM survey results. Assay results indicate no significant mineralisation.

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.

TENEMENTS

Figure 10. Current tenements held by Botswana Metals Limited.

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BOTSWANA METALS LIMITED AND ITS CONTROLLED ENTITIES ACN 122 995 073

DIRECTORS’ REPORT

An application for an extension of Prospecting Licence (“PL”) 110/94 Magogaphate was lodged with the Department of Geological Survey (“DGS”) on 28 December 2011 in accordance with the requirements of the Mines and Minerals Act 1996 (Botswana). BML is not expecting any decision to be received from the DGS until after 30 March 2012, being the expiry date of the current PL extension.

Applications were also lodged for extensions to PL’s 46/2004 Sampowane and 47/2007 Gobe Shear on 31 March 2011. BML is currently awaiting a decision from the DGS (see Events Subsequent to Reporting Date below).

First renewal applications were also lodged for PL’s 360/2008 Mmadinare and 158/2009 Lepokole in accordance with the requirements of the Mines and Minerals Act 1996 (Botswana) and BML is currently awaiting confirmation of these renewals from the DGS.

EVENTS SUBSEQUENT TO REPORTING DATE

Non-renounceable Entitlements Issue

On 1 February 2012 the Company announced a non-renounceable offer to eligible shareholders of one new share for every three existing shares held, plus one free attaching option for each new share subscribed for (entitlements issue) to raise a total of $1,916,238 before costs. The options are exercisable at 10 cents each at any time up until 5pm (AEST) on 30 June 2013. The entitlements issue is partially underwritten up to $1 million.

Pursuant to the timetable contained in the Prospectus, the entitlements offer opens on 16 February 2012 and closes on 2 March 2012.

Extension application for Prospecting Licences

On 3 February 2012 the Company provided further information, at the request of the DGS in Botswana, in support of its application for extensions of PL’s 46/004 Sampowane and 47/2004 Gobe Shear. A decision regarding the extension applications from the DGS is awaited.

Resource estimates

Two conductors C6 and C12 (of the nine conductors drilled at Airstrip) had sufficient drilling to carry out a preliminary JORC compliant resource estimate. These estimations were prepared in January 2012 by Hilmac Pty Ltd (Conductor 6) and Anpet Exploration Pty Ltd (Conductor 12). Please refer to the “Review of exploration activity for the six months to 31 December 2011” contained in the Directors’ Report commencing on page 3 of this Half-year Report.

AUDITOR’S DECLARATION

The auditors’ independence declaration under section 307C of the Corporations Act 2001 is set out on page 14.

This report is made in accordance with a resolution of the Directors made on 6 March 2012.

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P.J. VOLPE Director

Dated this 6[th] day of March 2012 Balwyn, Victoria

BOTSWANA METALS LIMITED AND ITS CONTROLLED ENTITIES ACN 122 995 073

AUDITOR’S INDEPENDENCE DECLARATION

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BOTSWANA METALS LIMITED AND ITS CONTROLLED ENTITIES ACN 122 995 073

CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE HALF-YEAR ENDED 31 DECEMBER 2011

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE HALF-YEAR ENDED 31 DECEMBER 2011
Revenue Other income Administrative expenses Depreciation Directors’ Remuneration Employment & Consultancy Impairment of deferred exploration expenditure Professional Fees Travel & Marketing Net foreign exchange gain / (loss) Other expenses from ordinary activities Loss from Ordinary Activities before Income Tax Expense Income Tax Expense Loss from Ordinary Activities after Income Tax Expense attributable to owners of the parent Other Comprehensive Income Exchange differences from translation of foreign controlled operations Total Comprehensive Income for the half-year attributable to owners of the parent Earnings per share: Basic earnings per share (cents per share) Diluted earnings per share (cents per share)	Consolidated 31/12/2011 31/12/2010 $ $ 80,603 129,335 (128,278) (66,564) (14,144) (3,818) (30,000) (40,250) (314,050) (293,641) - (500,110) (31,717) (16,259) (69,667) (46,953) 1,854 (15,682) (39,269) (54,970)
	(544,668) (908,912) - -
	(544,668) (908,912) (708,326) (306,279)
	(1,252,994) (1,215,191)
	(0.38) (0.85) (0.38) (0.85)

The accompanying notes form part of these financial statements

BOTSWANA METALS LIMITED AND ITS CONTROLLED ENTITIES ACN 122 995 073

CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2011

Consolidated

Assets Current Assets Cash and cash equivalents Trade and other receivables Total Current Assets Non-Current Assets Plant and equipment Capitalised exploration and expenditure Total Non-Current Assets Total Assets Current Liabilities Trade and other payables Total Current Liabilities Non-Current Liabilities Trade and other payables Total Non-Current Liabilities Total Liabilities Net Assets Equity Issued capital Reserves Accumulated losses Total Equity	31/12/2011 30/6/2011 $ $ 1,348,990 3,265,791 135,041 166,731
	1,484,031 3,432,522
	266,172 324,416 6,949,378 6,089,251
	7,215,550 6,413,667
	8,699,581 9,846,189
	567,569 461,183
	567,569 461,183 - -
	- -
	567,569 461,183
	8,132,012 9,385,006
	12,417,267 12,417,267 335,673 1,043,999 (4,620,928) (4,076,260)
	8,132,012 9,385,006

The accompanying notes form part of these financial statements

BOTSWANA METALS LIMITED AND ITS CONTROLLED ENTITIES ACN 122 995 073

CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE HALF- YEAR ENDED 31 DECEMBER 2011

FOR THE HALF- YEAR ENDED 31 D	ECEMBER 2011
Balance at 1 July 2010 Loss for the half-year Other Comprehensive income / (loss) for the half-year Transactions with owners in their capacity as owners Shares / Options issued during the half-year net of costs Balance at 31 December 2010 Balance at 1 July 2011 Loss for the half-year Total Comprehensive income / (loss) for the half-year Balance at 31 December 2011	Issued Share Capital Share Options Reserve Accumulated Losses Reserves Total Equity $ $ $ $ $ 9,487,986 90,816 (1,888,812) 1,814,030 9,504,020 - - (908,912) - (908,912) - - - (306,279) (306,279)
	- - (2,797,724) 1,507,751 8,288,829 31,796 - - - 31,796
	9,519,782 90,816 2,797,724 1,507,751 8,320,625
	12,326,451 90,816 (4,076,260) 1,043,999 9,385,006 - - (544,668) - (908,912) - - - (708,326) (306,279) 12,326,451 90,816 (4,620,928) 335,673 8,320,625

The accompanying notes form part of these financial statements

BOTSWANA METALS LIMITED AND ITS CONTROLLED ENTITIES ACN 122 995 073

CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE HALF- YEAR ENDED 31 DECEMBER 2011

Cash Flows from Operating Activities Payments to suppliers and employees Interest received Other income Net cash provided by (used in) operating activities Cash Flows from Investing Activities Purchase of non-current assets Exploration expenditure Net cash provided by (used in) investing activities Cash Flows from Financing Activities Proceeds from issue of shares / options Net cash provided by (used in) financing activities Net increase (decrease) in cash held Cash and cash equivalents at_1 July_ Effect of exchange rates on cash holding in foreign currencies *Cash and cash equivalents at31 December* Non-Cash Financing and Investing Activities (Note 5)**	Consolidated 31/12/2011 31/12/2010 $ $ (481,523) (693,430) 53,508 120,396 35,567 8,939
	(392,448) (564,095)
	(33,604) (15,574) (1,428,140) (1,649,574)
	(1,461,744) (1,665,148)
	- 31,796
	- 31,796
	(1,854,192) (2,197,447) 3,265,791 5,305,240 62,609 ,
	1,348,990 3,107,793
	- -

The accompanying notes form part of these financial statements

BOTSWANA METALS LIMITED AND ITS CONTROLLED ENTITIES ACN 122 995 073

CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF- YEAR ENDED 31 DECEMBER 2011

NOTE 1 BASIS OF PREPARATION OF HALF-YEAR FINANCIAL REPORT

Statement of compliance

The half-year financial report is a general purpose financial report prepared in accordance with the Corporations Act 2001 and AASB 134: Interim Financial Reporting . Compliance with AASB 134 ensures compliance with International Financial Reporting Standard IAS 34 Interim Financial Reporting . The halfyear report does not include notes of the type normally included in an annual financial report and shall be read in conjunction with the most recent annual financial report.

Basis of preparation

The condensed consolidated financial statements have been prepared on the basis of historical cost, except for the valuation of certain non-current assets and financial instruments. Cost is based on the fair values of the consideration given in exchange for assets. All amounts are presented in Australian dollars, unless otherwise indicated.

The accounting policies and methods of computation adopted in the preparation of the half-year financial report are consistent with those adopted and disclosed in the Company’s 2011 annual financial report for the financial year ended 30 June 2011, except for the impact of the Standards and Interpretations described below. These accounting policies are consistent with Australian Accounting Standards and with International Financial Reporting Standards.

The Group has adopted all of the new and revised Standards and Interpretations issued by the Australian Accounting Standards Board (“AASB”) that are relevant to their operations and effective for the current reporting period.

NOTE 2 CONTINGENT LIABILITIES

The Directors are not aware of any contingent liabilities or contingent assets existing at the date of this report. The Company is not involved in any material, legal or arbitration proceedings and, so far as Directors are aware, no such proceedings are pending or threatened against the company.

NOTE 3 EVENTS SUBSEQUENT TO REPORTING DATE

Non-renounceable Entitlements Issue

On 1 February 2012 the Company announced a non-renounceable offer to eligible shareholders of one new share for every three existing shares held, plus one free attaching option for each new share subscribed for(entitlements issue) to raise a total of $1,916,238 before costs. The options are exercisable at 10 cents each at any time up until 5pm (AEST) on 30 June 2013. The entitlements issue is partially underwritten up to $1 million.

Pursuant to the timetable contained in the Prospectus, the entitlements offer opens on 16 February 2012 and closes on 2 March 2012.

BOTSWANA METALS LIMITED AND ITS CONTROLLED ENTITIES ACN 122 995 073

CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 EVENTS SUBSEQUENT TO REPORTING DATE (CONTINUED)

Extension application for Prospecting Licences

Resource estimates

NOTE 4 SEGMENT INFORMATION

SEGMENT REVENUE Interest revenue Other income Total segment revenue SEGMENT NET PROFIT Loss before income tax SEGMENT ASSETS Cash and cash equivalents Plant and equipment Capitalised exploration and evaluation Trade & other receivables Total segment assets	2011 2010 Australia $ Africa $ Total $ Australia $ Africa $ Total $ 53,508 - 53,508 120,396 - 120,396 23,088 4,007 27,095 - 8,939 8,939 76,596 4,007 80,603 120,396 8,939 129,335 2011 2010 Australia $ Africa $ Total $ Australia $ Africa $ Total $ 473,997 70,671 544,668 863,775 45,137 908,912 31 December 2011 30 June 2011 Australia $ Africa $ Total $ Australia $ Africa $ Total $ 1,329,056 19,934 1,348,990 3,230,364 35,427 3,265,791 40,552 225,620 266,172 49,725 274,691 324,416 - 6,949,378 6,949,378 - 6,089,251 6,089,251 38,096 96,945 135,041 50,741 115,990 166,731	2011 2010 Australia $ Africa $ Total $ Australia $ Africa $ Total $ 53,508 - 53,508 120,396 - 120,396 23,088 4,007 27,095 - 8,939 8,939
		76,596 4,007 80,603 120,396 8,939 129,335
		2011 2010 Australia $ Africa $ Total $ Australia $ Africa $ Total $ 473,997 70,671 544,668 863,775 45,137 908,912
	1,407,704 7,291,877 8,699,581 3,330,830 6,515,359 9,846,189

SEGMENT LIABILITIES Trade & other payables Total segment liabilities	31 December 2011 30 June 2011 Australia $ Africa $ Total $ Australia $ Africa $ Total $ 254,099 313,470 567,569 180,617 280,566 461,183
	254,099 313,470 567,569 180,617 280,566 461,183

BOTSWANA METALS LIMITED AND ITS CONTROLLED ENTITIES ACN 122 995 073

CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 NON-CASH FINANCING AND INVESTING ACTIVITIES

There were no Non Cash Financing and Investing Activities occurring during the period.

BOTSWANA METALS LIMITED AND ITS CONTROLLED ENTITIES ACN 122 995 073

DIRECTORS’ DECLARATION

DIRECTORS’ DECLARATION

The Directors declare that the financial statements and notes set out on pages 15 to 21.

a) comply with Accounting Standard AASB 134: Interim Financial Reporting and the Corporations Regulations; and
b) give a true and fair view of the consolidated entity’s financial position as at 31 December 2011 and of its performance for the half year ended on that date.

In the Directors’ opinion there are reasonable grounds to believe that Botswana Metals Limited will be able to pay its debts as and when they become due and payable.

This declaration is made in accordance with a resolution of the Directors made on 6 March 2012.

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P J VOLPE

Director

Dated this 6[th] day of March 2012

Balwyn, Victoria

BOTSWANA METALS LIMITED AND ITS CONTROLLED ENTITIES ACN 122 995 073

INDEPENDENT AUDITOR’S REVIEW REPORT

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BOTSWANA METALS LIMITED AND ITS CONTROLLED ENTITIES ACN 122 995 073

INDEPENDENT AUDITOR’S REVIEW REPORT

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BOTSWANA METALS LIMITED AND ITS CONTROLLED ENTITIES ACN 122 995 073

AI assistant

VERITY RESOURCES LIMITED — Interim / Quarterly Report 2012

66020_rns_2012-03-05_8680b096-46bd-4139-9309-e7d17251582f.pdf

TO: COMPANY ANNOUNCEMENTS OFFICE ASX LIMITED

Market Cap

DATE: 6 MARCH 2012

Cash

HALF-YEAR REPORT

Issued Capital

Substantial shareholders

Directors

Registered Office

Contact

BOTSWANA METALS LIMITED AND ITS CONTROLLED ENTITIES

- HALF YEAR REPORT 31 DECEMBER 2011

CONTENTS

CORPORATE DIRECTORY

DIRECTORS’ REPORT

DIRECTORS

REVIEW OF OPERATIONS

Corporate Activity

Review of exploration activity for the six months to 31 December 2011

PL110/94 – MAGOGAPHATE

AIRSTRIP COPPER PROSPECT

Conductor C6: Indicated and Inferred JORC resource

Conductor C12: Inferred JORC resource from 0-70m below surface

Table 3: Exploration target identified at C12 from 70m to 100m below surface

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

Drill Results received during December quarter 2011

MAIBELE NORTH PROSPECT

Maibele North Ni Target Resource

Drilling during December 2011 Quarter

Figure 4. New drill holes at Maibele North.

PL111/94 – MOKOSWANE

DIBETE

PL54/98 - TAKANE

MMATSIANE

JUMBO

PL14/2003 - MAJANTE

MMAMANAKA

Competent Persons Statement

TENEMENTS

EVENTS SUBSEQUENT TO REPORTING DATE

Non-renounceable Entitlements Issue

Extension application for Prospecting Licences

Resource estimates

AUDITOR’S DECLARATION

P.J. VOLPE Director

CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2011

Consolidated

NOTE 1 BASIS OF PREPARATION OF HALF-YEAR FINANCIAL REPORT

Statement of compliance

Basis of preparation

NOTE 2 CONTINGENT LIABILITIES

NOTE 3 EVENTS SUBSEQUENT TO REPORTING DATE

Non-renounceable Entitlements Issue

NOTE 3 EVENTS SUBSEQUENT TO REPORTING DATE (CONTINUED)

Extension application for Prospecting Licences

Resource estimates

NOTE 4 SEGMENT INFORMATION

NOTE 5 NON-CASH FINANCING AND INVESTING ACTIVITIES

DIRECTORS’ DECLARATION

Director

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VERITY RESOURCES LIMITED Interim / Quarterly Report 2012