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TO: COMPANY ANNOUNCEMENTS OFFICE ASX LIMITED

Market Cap

DATE: 14 MARCH 2013

Cash

HALF-YEAR REPORT

Issued Capital

Please find following the Half-Year Report for the half-year ended 31 December 2012.

Substantial shareholders

Pat Volpe Chairman

Directors

Registered Office

Contact

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ABN 96 122 995 073
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BOTSWANA METALS LIMITED AND ITS CONTROLLED ENTITIES

ACN 122 995 073

- HALF YEAR REPORT 31 DECEMBER 2012

Lodged with the ASX under Listing Rule 4.2A This information should be read in conjunction with the 30 June 2012 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 2012

CONTENTS
	Page
Corporate Directory	2
Directors’ Report	3
Auditor’s Independence Declaration	10
Consolidated Statement of Comprehensive Income	11
Consolidated Statement of Financial Position	12
Consolidated Statement of Changes in Equity	13
Consolidated Statement of Cash Flows	14
Notes to the Consolidated Financial Statements	15
Directors’ Declaration	17
Independent Auditor’s Review Report to the Members	18

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 20, 181 William Street
	MELBOURNE VIC 3000
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 2012.

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 $761,406 in the Bank as at 31 December 2012.

Joint Venture with BCL Limited

BML entered into a Joint Venture agreement with BCL Limited (“BCL”), a major Botswana mining and smelting company owned by the Botswana Government and one of the world’s largest nickel-copper producers, Norilsk Nickel.

The agreement relates to three of BML’s Prospecting Licences (“PLs”) in Botswana where the Company has made three discoveries: Maibele North (nickel, copper and PGEs), Airstrip Copper (copper and silver) and Dibete (copper and silver).

Under the agreement, following an initial US$4 million drilling program to earn 40% of the three PLs, BCL has the option to continue to fund the projects to the completion of a Bankable Feasibility Study (“BFS”) to earn a 70% interest.

At that point BCL will have the off-take rights at commercial prices, to any ore mined. It is planned to truck ore to the BCL smelter operations for processing, 55km to the southwest at Selebi Phikwe.

BML will retain a 30% interest after the BFS is completed, at which time the management of the projects will be transferred to BCL.

The agreement is subject to BML being granted Retention Licences over the PLs by the Botswana Department of Mines (DOM). BML lodged its Retention Licence applications on the 28[th] of September 2012 and has been in correspondence with the DOM in the December 2012 quarter in respect to supplying additional data and information required to support our application.

An aggressive drilling program is expected to commence if / when the retention licences have been approved. The agreement covers approximately 143km[2] of BML’s total exploration portfolio of 2,500km[2] . BCL will have the first right of refusal to participate in any exploration activity over any of BML’s other PLs.

BOTSWANA METALS LIMITED AND ITS CONTROLLED ENTITIES ACN 122 995 073

DIRECTORS’ REPORT

Proposed works within Retention Licence period (if granted)

Retention Licence applications were lodged on the 28 September 2012 for three PLs covering PL110/94, PL111/94 and PL54/98 with the Department of Mines in Botswana.

If granted, the Retention Licence will allow BML and BCL to continue exploration and evaluation of the two projects within the three year Retention Licence period. The objective will be to complete a Feasibility Study on both projects utilising the processing and smelting plants at BCL’s Selebi Phikwe operations.

The two projects are Maibele North Ni-Cu-PGE project (PL110/94) and the Airstrip & Dibete Cu-Ag project (PL110/94, PL111/94 & PL54/98).

The initial exploration ($4m) spend by BCL Limited will focus on aggressively drilling these two projects over the three discovery areas to increase the known resources. Additional mineral resources at both Maibele North and Airstrip-Dibete are critical in producing a viable project(s).

If this is achieved then BCL will fund the Bankable Feasibility Study (“BFS”) and earn 70% of the projects along with having the rights to off take ore at commercial rates. The Joint Venture partnership makes sense as the BML discovery projects:

Are only 55km from BCL’s nickel-copper mine, process plant and smelter.
At Maibele North, the Ni + Cu + PGE mineralisation is similar to that being mined by BCL.
BCL has established crushing, milling, flotation and smelter plants available that can in effect “toll treat” the J/V ore. This will significantly reduce any capital outlay in developing the project(s).
BCL has the marketing and sales team in place with international client base to sell the final product.
BCL will provide BML and the J/V with the expertise, logistics and access to plant and equipment.

Review of exploration activity for the six months to 31 December 2012

The following is a summary of exploration activities conducted since 1 July 2012.

PL 110/94 Magogphate

Maibele North

A mapping program was commenced in the September 2012 Quarter to look for surface extensions of the Maibele North mineralised host sequence which is believed to outcrop to the east of the current deposit. The extensions are believed to be present due to the presence of anomalous geochemistry in stream sediments which include platinum anomalies that are present only where known Ni-Cu-PGE mineralisation is present.

Mapping has now been completed and has located outcrops of the ultramafic bodies inferred to have been present from stream sediment geochemistry. The completed fact geology map is shown in Figure 1.

BOTSWANA METALS LIMITED AND ITS CONTROLLED ENTITIES ACN 122 995 073

DIRECTORS’ REPORT

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Figure 1 Maibele North Extension area mapping.

Assessment of Maibele North mineralisation will be undertaken by Bamangwato Concessions Limited (“BCL”) as part of their test work on compatability of Maibele North ore with their current smelter feed. Initial impressions appear encouraging as BCL considers that the ore appears to have very similar characteristics to that at Selebi Phikwe.

Airstrip Copper Prospect

Previous trenching and previous drill hole sites were cleaned up and rehabilitated.

Extensive mapping on areas around Airtrip has revealed outcrops of ultramafics bodies which correspond to recently completed soil geochemical data. Further trenching and infill sampling will be carried out to map out the mineralised sequences. A completed fact geology map is shown in figure 2. Detailed trenching will be carried out to follow up a gossan identified in C6 further west of Airstrip.

BOTSWANA METALS LIMITED AND ITS CONTROLLED ENTITIES ACN 122 995 073

DIRECTORS’ REPORT

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Figure 2. Airstrip extension fact geology map

PL59/2008 Shashe South

Mapping in this area was carried out as part of the review area for Maibele North (see figure 1) after a review of VTEM anomalies that lie midway between Maibele North and the Mashambe prospect.

It is anticipated that following further soil geochemical surveys and ground geophysics that further drilling targets will be generated.

PL111/2011 Sampa Central

A mapping program was undertaken to allow the previous stream sediment sample anomalies, which included a platinum anomaly, to be put in perspective.

Geochemical images of laboratory results for soil samples taken over the Sampa Central tenement have been interpreted to show coincident Ni-Cu anomalies which are thought to potentially contain significant Ni-Cu-PGE mineralisation. Proximity to the Selibi-Phikwe smelter complex would make any significant discovery in this area commercially attractive.

BOTSWANA METALS LIMITED AND ITS CONTROLLED ENTITIES ACN 122 995 073

DIRECTORS’ REPORT

Figure 3 shows the mapping carried out over the Sampa Central tenement and the surrounding area within PL 46/2007. Mapping is ongoing and will continue until the entire fold structure containing the amphibolite and ultramafic rock types has been mapped. Mapping so far shows that the structure is quite complex on a local scale while relatively simple on the large scale.

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Figure 3: Sampa Central area fact geology mapping.

BOTSWANA METALS LIMITED AND ITS CONTROLLED ENTITIES ACN 122 995 073

DIRECTORS’ REPORT

Tenements

During the half-year there was the following activity with regard to the Group’s portfolio of Prospecting Licences:
Applications for Retention Licences over PL110/94 (Airstrip Copper and Maibele North), PL111/94 (Dibete) and PL54/98 were submitted to the Department of Mines (“DoM”) as the first step in obtaining a mining lease over these projects. Additional information continues to be supplied to the DoM in support of the application.
The full EIS requested by the Department of Environmental Affairs has now commenced with a contractor being appointed to undertake the studies required.
PL 110/94 was granted an extension by the Department of Geological Survey (“DGS”) on 3 December 2012. The extension expired on 31 December 2012 however the abovementioned Retention Licence application was submitted in anticipation of the Prospecting Licence being extended.

The Group is still awaiting confirmation from the DGS regarding the first renewal applications that were lodged for PL360/2008 and PL158/2009.

Figure 4 shows the Retention Licence application areas within the Company’s current tenements.

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Figure 4. Current tenements held by Botswana Metals Limited including Retention Licence areas applied for highlighted in red.

BOTSWANA METALS LIMITED AND ITS CONTROLLED ENTITIES ACN 122 995 073

DIRECTORS’ REPORT

AUDITOR’S DECLARATION

The auditors’ independence declaration under section 307C of the Corporations Act 2001 is set out on page 10.

This report is made in accordance with a resolution of the Directors made on 13 March 2013.

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P.J. VOLPE Director

Dated this 13[th] day of March 2013 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 2012

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE HALF-YEAR ENDED 31 DECEMBER 2012
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 that may be subsequently reclassified to profit of loss Exchange differences from translation of foreign controlled operations Total Comprehensive Loss for the half-year attributable to owners of the parent Loss per share: Basic and diluted loss per share (cents per share)	Consolidated 31/12/2012 31/12/2011 $ $ 54,179 80,603 (76,165) (128,278) (9,114) (14,144) (30,000) (30,000) (274,947) (314,050) (157,156) - (21,659) (31,717) (42,804) (69,667) (363) 1,854 (58,371) (39,269)
	(616,399) (544,668) - -
	(616,400) (544,668) (162,402) (708,326)
	(778,802) (1,252,994)
	(0.33) (0.38)

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 2012

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 Total Liabilities Net Assets Equity Issued capital Reserves Accumulated losses Total Equity	31/12/2012 30/6/2012 $ $ 761,406 1,446,066 44,828 112,618
	806,234 1,558,684
	167,582 230,894 7,513,087 7,551,554
	7,680,669 7,782,448
	8,486,903 9,341,132
	187,129 249,196
	187,129 249,196
	187,129 249,196
	8,299,774 9,091,936
	14,075,037 14,088,397 (2,397,448) (2,235,046) (3,377,815) (2,761,415)
	8,299,774 9,091,936

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 2012

FOR THE HALF- YEAR ENDED 31 D	ECEMBER 2012
Balance at 1 July 2011 Total comprehensive loss for the half-year Balance at 31 December 2011 Balance at 1 July 2012 Total comprehensive loss for the half- year Cost of capital raising Balance at 31 December 2012	Issued Share Capital Share Options Reserve Accumulated Losses Reserves Total Equity $ $ $ $ $ 12,326,451 90,816 (4,076,260) 1,043,999 9,385,006 - - (544,668) (708,326) (1,252,994)
	12,326,451 90,816 (4,620,928) 335,673 8,132,012
	13,997,581 90,816 (2,761,415) (2,235,046) 9,091,936 - - (616,400) (162,402) (778,802) (13,360) - - - (13,360) 13,984,221 90,816 (3,377,815) (2,397,448) 8,299,774

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 2012

Cash Flows from Operating Activities Payments to suppliers and employees Interest received Other income Net cash and cash equivalents provided by (used in) operating activities Cash Flows from Investing Activities Purchase of non-current assets Proceeds from sale of non-current assets Exploration expenditure Net cash and cash equivalents provided by (used in) investing activities Cash Flows from Financing Activities Costs of capital raising Net cash and cash equivalents 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 at 31 December	Consolidated 31/12/2012 31/12/2011 $ $ (492,461) (481,523) 10,657 53,508 5,264 35,567
	(476,540) (392,448)
	(2,787) (33,604) 32,136 - (221,411) (1,428,140)
	(192,062) (1,461,744)
	(13,360) -
	(13,360) -
	(681,962) (1,854,192) 1,446,066 3,265,791 (2,698) 62,609
	761,406 1,348,990

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 2012

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 should be read in conjunction with the most recent annual financial report.

Basis of preparation

Except for cash flow information, these financial statements have been applied on an accruals basis and are based on historical costs. This basis of accounting assumes that the Group will continue to trade as a going concern.

During the half-year the Group generated a loss after tax of $616,400 (2011: $544,668) and incurred net cash outflows from operations of $476,540 (2011: $392,448). As at 31 December 2012 the Group had available cash reserves of $761,406 ($1,446,066 as at 30 June 2012) and net available working capital of $629,105 ($1,309,488 as at 30 June 2012). Net investment outflows for the half-year attributable to its exploration program were $221,411 (2011: $1,428,140). All future planned exploration expenditures are cancellable at the discretion of the Group.

For the 12 months from the date of this report management has prepared a cash flow forecast which contemplates the following significant cash flows:

future capital raising activities; and
control of costs, as and where appropriate.

Its control of costs also assumes that it will be able to reduce cash flows on its exploration program in Botswana through a Farm-in Joint Venture Agreement as described below.

On 14 November 2012 the Group announced that it had entered into a Farm-in Joint Venture Agreement (“the Agreement”) with BCL Limited (“BCL”), a major Botswana mining and smelting company owned by the Botswana Government and one of the world’s largest nickel-copper producers Norilsk Nickel. The Agreement relates to three of the Group’s Prospecting Licences in Botswana where BML has made three discoveries: the Maibele North Ni-Cu-PGE project, the Airstrip Copper Cu-Ag project and the Dibete Cu-Ag project. The Agreement is subject to the condition precedent that Retention Licences be granted over Prospecting Licences 110/94, 111/94 and 54/98. Under the Agreement, following an initial AUD4 million exploration program to earn a 40% interest in the three Retention Licences, BCL has the option to continue to fund the projects to the completion of a Bankable Feasibility Study to earn a 70% interest. Should the condition precedents be met BCL will fund all exploration on those tenements. As at the date of this report, the Group’s application for granting of these Retention Licences is pending approval from the government of Botswana.

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 2012 (CONTINUED)

NOTE 1 BASIS OF PREPARATION OF HALF-YEAR FINANCIAL REPORT (CONTINUED)

Should the Group not successfully achieve these assumptions set out in its cash flow forecast as described above, it may be unable to realise its assets, nor acquit its liabilities, in accordance with its basis of preparation on these financial statements.

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 2012 annual financial report for the financial year ended 30 June 2012. These accounting policies are consistent with Australian Accounting Standards and with International Financial Reporting Standards.

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 SUBSEQUENT EVENTS AFTER THE END OF THE REPORTING PERIOD

The Group is not aware of any subsequent events after the end of the reporting period to be included in these financial statements.

NOTE 4 SEGMENT INFORMATION

For the six months to 31 December 2012 the Group continued to operate solely on exploration of mineral resources in Africa.

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 11 to 16.

a) comply with Accounting Standard AASB 134: Interim Financial Reporting and the Corporations Regulations and the Corporations Act; and
b) give a true and fair view of the consolidated entity’s financial position as at 31 December 2012 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 13 March 2013.

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P J VOLPE

Director

Dated this 13[th] day of March 2013 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 2013

66020_rns_2013-03-13_22de44cf-d31c-4aba-980e-ad33ad613238.pdf

TO: COMPANY ANNOUNCEMENTS OFFICE ASX LIMITED

Market Cap

DATE: 14 MARCH 2013

Cash

HALF-YEAR REPORT

Issued Capital

Substantial shareholders

Directors

Registered Office

Contact

BOTSWANA METALS LIMITED AND ITS CONTROLLED ENTITIES

- HALF YEAR REPORT 31 DECEMBER 2012

BOTSWANA METALS LIMITED AND ITS CONTROLLED ENTITIES HALF-YEAR REPORT – 31 DECEMBER 2012

CONTENTS

CORPORATE DIRECTORY

DIRECTORS’ REPORT

DIRECTORS

REVIEW OF OPERATIONS

Corporate Activity

Joint Venture with BCL Limited

Proposed works within Retention Licence period (if granted)

Review of exploration activity for the six months to 31 December 2012

PL 110/94 Magogphate

Maibele North

Airstrip Copper Prospect

PL59/2008 Shashe South

PL111/2011 Sampa Central

Tenements

AUDITOR’S DECLARATION

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE HALF-YEAR ENDED 31 DECEMBER 2012

CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2012

Consolidated

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE HALF- YEAR ENDED 31 DECEMBER 2012

CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE HALF- YEAR ENDED 31 DECEMBER 2012

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF- YEAR ENDED 31 DECEMBER 2012

NOTE 1 BASIS OF PREPARATION OF HALF-YEAR FINANCIAL REPORT

Statement of compliance

Basis of preparation

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF- YEAR ENDED 31 DECEMBER 2012 (CONTINUED)

NOTE 1 BASIS OF PREPARATION OF HALF-YEAR FINANCIAL REPORT (CONTINUED)

NOTE 2 CONTINGENT LIABILITIES

NOTE 3 SUBSEQUENT EVENTS AFTER THE END OF THE REPORTING PERIOD

NOTE 4 SEGMENT INFORMATION

DIRECTORS’ DECLARATION

Director

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VERITY RESOURCES LIMITED Interim / Quarterly Report 2013