25 March 2024

Botswana Diamonds PLC ("Botswana Diamonds", "BOD" or the "the Company")

Unaudited Interim Statement and Financial Results for the Six Months Ended 31 December 2023

In turbulent mes I am pleased to share some posive developments in Botswana Diamonds.

  • • A gravity survey has discovered a high-grade anomaly similar in size or larger than BOD's KX36 high-grade kimberlite pipe in the Kalahari.

  • • Posive progress on the awarding of the Thorny River Mining Permits.

  • • There is renewed interest in the Ghaghoo diamond mine.

  • • A Prospecng Licence was granted over diamond properes in Eswani aſter a long applicaon period.

Market

While the diamond market was depressed throughout 2023, it is important to recognise that it is the long term trend which is important for the diamond industry, and parcularly for explorers. Meanwhile 2024 has started in more posive fashion with diamond sales taking place and a semblance of stability aſter a difficult last year.

We believe that the long-term outlook for mined diamonds remains strong. Over the next 20 years up to 3 billion people will enter the Middle Class. These new Asian and African consumers will want many of the products purchased in the West including diamonds. Lab grown diamonds will take a share of the overall growing market but there are strong indicaons that the rarity of natural mined diamonds will always prevail and be valued.

Any discovery by BOD in 2024 is unlikely to come into producon before 2032. But it is important to realise that the shareholder base for explorers differs radically from that of producers. A successful diamond find would be expected to ratchet up the share price and provide liquidity for shareholders wishing to cash out.

Botswana

The Kalahari is likely to become the third main diamond producing area in Botswana. It is the area where BOD is focused.

Earlier this year a gravity survey on a licence adjacent to our KX36 diamond discovery found a high-grade anomaly. Current indicators are that the anomaly is as big or bigger than KX36. Further work needs to be done on this anomaly. An Environmental Impact Study is underway. Follow-up drilling is likely. Kimberlites are found in clusters. The discovery of the new anomaly strongly indicates that more will be discovered in the surrounding area. BOD has applied for further ground in the area and is hopeful for expedious award of the licences.

The KX36 project is a 3.5 hectares ("Ha") kimberlite pipe in the Kalahari. The pipe has resources of 17.9 million tonnes ("Mt") at 35 carats per hundred tonnes ("cpht") (indicated) and 6.7Mt at 36 cpht (inferred) at $65 per carat ("/ct"). The modelled grade range is 57-76 cpht at an esmated diamond value of up to $107/ct.

The Board understands there is interest from a new investor in acquiring the Ghaghoo mine. Ghaghoo, which is currently on care and maintenance, together with KX36, and the new anomaly, if diamondiferous, and theMaibwe licences in which BOD is a joint venture partner, could provide the core for a new diamond-producing area in Botswana.

I have wrien before about the extensive diamond data base held by BOD. We are examining a proposal to use Data Analycs and Arficial Intelligence techniques to evaluate the data. We strongly believe that this approach will idenfy new targets.

South Africa

Our Africa diamond producing area in South Africa, Marsfontein, was placed on care and maintenance at the end of 2023 as a result of rising fuel prices and falling diamond prices. It is important to remember the purpose of mining the Marsfontein dumps and dykes is to provide informaon and experience prior to mining the adjacent Thorny River dyke deposits.

The operaons at Marsfontein and Thorny River are contracted out on a royalty basis thus there are no costs to BOD.

BOD applied for the necessary mining permits on Thorny River in 2022. Slow but good progress has been made with the outstanding hurdle being community support which is at an advanced stage of compleon. Further updates will be provided as and when appropriate.

Samples have been taken and submied for analysis on the Reivilo group of pipes, where BOD hold 100% of the ground. Previous work on their pipes discovered they were diamondiferous.

Other

The company has been awarded a Prospecng License in Eswani where, with our local partners, it is currently undertaking a desktop study with a view to commencing operaons.

The company is also of the view that Zimbabwe remains highly prospecve and thus connues to engage with various partners to gain a reasonable entry into the country.

Outlook

Junior mineral explorers are and have been friendless for the past number of years. The recent diamond price falls and the growth of the lab grown diamonds have exacerbated the gloom. But, without exploraon there will be no new mines. Producing diamond mines do not last forever. BOD is one of the only remaining acve junior explorers in the diamond producing area of Southern Africa. We remain focused on our task and are well posioned for an upturn in the market when it comes. We must last the course and take advantage of the rich potenal coming from the decline in exploraon acvity. Funding is crical, but with the right backing we have a great deal of work to do and remain opmisc of delivering shareholder returns in the long term.

John Teeling

Chairman

22 March 2024

This release has been approved by James Campbell, Managing Director of Botswana Diamonds plc, a qualified geologist (Pr.Sci.Nat), a Fellow of the Southern African Institute of Mining and Metallurgy, the Institute of Materials, Metals and Mining (UK) and the Geological Society of South Africa and who has over 35-years' experience in the diamond sector.

This announcement contains inside information for the purposes of Article 7 of Regulation (EU) 596/2014. The person who arranged for the release of this announcement on behalf of the Company was James Campbell, Director

A copy of this announcement is available on the Company's website, atwww.botswanadiamonds.co.uk

ENDS

Enquiries:

Botswana Diamonds PLC

John Teeling, Chairman

+353 1 833 2833

James Campbell, Managing Director

+27 83 457 3724

Jim Finn, Director

+353 1 833 2833

Nominated & Financial Adviser

+44 (0) 20 7409 3494

Strand Hanson Limited

Ritchie Balmer

Rory Murphy

David Asquith

Broker

+44 (0) 207 374 2212

First Equity Limited

Jason Robertson

Public Relations

+44 (0) 207 138 3206

BlytheRay

+44 (0) 207 138 3553

Megan Ray

+44 (0) 207 138 3206

Said Izagaren

Teneo

Luke Hogg

+353 (0) 1 661 4055

Alan Tyrrell

+353 (0) 1 661 4055

Fia Long

Alan Reynolds

www.botswanadiamonds.co.uk

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

Six Months

Year

Ended

Ended

Ended

31 Dec 23

31 Dec 22

30 Jun 2023

unaudited

unaudited

audited

£'000

£'000

£'000

REVENUE

Royalties

24

-

15

Operating expenses

(20)

-

(5)

GROSS PROFIT

4

-

10

Administrative expenses

(255)

(330)

(567)

Impairment of exploration and evaluation assets

-

-

(3,124)

OPERATING LOSS

(251)

(330)

(3,681)

LOSS BEFORE TAXATION

(251)

(330)

(3,681)

Income tax expense

-

-

-

LOSS AFTER TAXATION

(251)

(330)

(3,681)

Exchange difference on translation of foreign operations

-

(24)

299

TOTAL COMPREHENSIVE INCOME FOR THE PERIOD

(251)

(354)

(3,382)

LOSS PER SHARE - basic and diluted

(0.02p)

(0.04p)

(0.38p)

CONDENSED CONSOLIDATED BALANCE SHEET

31 Dec 23

31 Dec 22

30 Jun 2023

unaudited

unaudited

audited

ASSETS:

£'000

£'000

£'000

NON-CURRENT ASSETS

Intangible assets

5,509

8,764

5,442

Plant and equipment

207

207

207

5,716

8,971

5,649

CURRENT ASSETS

Other receivables

266

38

283

Cash and cash equivalents

334

95

199

600

133

482

TOTAL ASSETS

6,316

9,104

6,131

LIABILITIES:

CURRENT LIABILITIES

Trade and other payables

(870)

(1,041)

(802)

TOTAL LIABILITIES

(870)

(1,041)

(802)

NET ASSETS

5,446

8,063

5,329

EQUITY

Share capital - deferred shares

1,796

1,796

1,796

Share capital - ordinary shares

2,800

2,392

2,610

Share premium

12,398

11,844

12,220

Share based payments reserve

111

111

111

Retained Deficit

(10,676)

(6,774)

(10,425)

Translation Reserve

-

(323)

-

Other reserves

(983)

(983)

(983)

TOTAL EQUITY

5,446

8,063

5,329

Six Months

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITYShare Share Capital Premium £'000 £'000

Share based

Payment Reserves £'000

Retained

Deficit £'000

Translation

Reserve £'000

Other ReserveTotal Equity

£'000 £'000

As at 30 June 2022

Ordinary shares issued Share issue expenses Total comprehensive loss As at 31 December 2022

3,994 194 - - 4,188

11,487

111

(6,444)

(299)

(983) 7,866

357 - - - - 551

- - 11,844

-

-- (330)

- (24)

- -- (354)

111

(6,774)

(323)

(983)

8,063

Ordinary shares issued Transfer of reserves Total comprehensive loss As at 30 June 2023

218

376 - -

-

-

  • - (299)

  • - (3,352)

- 299 24

- -

594 -

  • - (3,328)

4,406

12,220

111

(10,425)

-(983) 5,329

Ordinary shares issued Share issue expenses Total comprehensive loss As at 31 December 2023

190 - - 4,596

- 12,398

CONDENSED CONSOLIDATED CASH FLOW

190 - - - - 380

(12) - - - - (12)

- (251) - - (251)

CASH FLOW FROM OPERATING ACTIVITIES Loss for the period

Impairment of exploration and evaluation assets Foreign exchange losses

111

(10,676)

-(983)

5,446

Six Months

Ended 31 Dec 23 unaudited £'000

(251)

-

-

Six Months

Ended 31 Dec 22 unaudited £'000

(330)

-

(2)

Year

Ended 30 Jun 2023 audited £'000

(3,681)

3,124

2

(251)

(332) (555)Movements in Working Capital

NET CASH USED IN OPERATING ACTIVITIES

85

(166)

76 82

(256) (473)

CASH FLOWS FROM INVESTING ACTIVITIES Additions to exploration and evaluation assets NET CASH USED IN INVESTING ACTIVITIES

(67) (67)

(105) (132)

(105) (132)

CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from share issue

Share issue costs

NET CASH GENERATED FROM FINANCING ACTIVITIES

380 (12) 368

295 647

-

-295 647

NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS

135

(66) 42

Cash and cash equivalents at beginning of the period

Effect of foreign exchange rate changes

CASH AND CASH EQUIVALENT AT THE END OF THE PERIOD

199 - 334

159 159

2 (2)

95 199

Notes:

  • 1. INFORMATION

    The financial information for the six months ended 31 December 2023 and the comparative amounts for the six months ended 31 December 2022 are unaudited. The financial information above does not constitute full statutory accounts within the meaning of section 434 of the Companies Act 2006.

    The Interim Financial Report has been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the European Union.

    The accounting policies and methods of computation used in the preparation of the Interim Financial Report are consistent with those used in the Group 2023 Annual Report, which is available atwww.botswanadiamonds.co.uk

    The interim financial statements have not been audited or reviewed by the auditors of the Group pursuant to the Auditing Practices board guidance on Review of Interim Financial Information.

  • 2. DIVIDEND

    No dividend is proposed in respect of the period.

  • 3. LOSS PER SHARE

    Basic loss per share is computed by dividing the loss after taxation for the period available to ordinary shareholders by the weighted average number of ordinary shares in issue and ranking for dividend during the period.

    Diluted loss per share is computed by dividing the loss after taxation for the period by the weighted average number of ordinary shares in issue, adjusted for the effect of all dilutive potential ordinary shares that were outstanding during the period.

    The following table sets forth the computation for basic and diluted earnings per share (EPS):

    Numerator

For basic and diluted EPS retained loss

Denominator

Weighted average number of ordinary shares

1,057,998,118

Loss per share - Basic and Diluted

Six Months

Six Months

Ended

Ended

Year Ended

31 Dec 23

31 Dec 22

30 Jun 23

£'000

£'000

£'000

(251)

(330)

(3,681)

No.

977,271,808

(0.38p)

No.

No.

924,921,167

(0.02p)

(0.04p)

The following potential ordinary shares are anti-dilutive and are therefore excluded from the weighted average number of shares for the purposes of the diluted earnings per share:

No.

No.

No.

Share options

11,410,000

11,410,000

11,410,000

4.

INTANGIBLE ASSETS

31 Dec 23

31 Dec 22

30 June 23

£'000

£'000

£'000

Exploration and evaluation assets:

Cost:

Opening balance

10,188

9,807

9,807

Additions

67

603

381

Exchange variance

-

(24)

-

10,255

10,386

10,188

Impairment:

Opening balance

4,746

1,622

1,622

Provision for impairment

-

-

3,124

4,746

1,622

4,746

Carrying Value:

Opening balance

5,442

8,185

8,185

Closing balance

5,509

8,764

5,442

Regional Analysis

31 Dec 23

31 Dec 22

30 Jun 23

£'000

£'000

£'000

Botswana

3,550

6,638

3,550

South Africa

1,959

2,126

1,892

Zimbabwe

-

-

-

5,509

8,764

5,442

Exploration and evaluation assets relate to expenditure incurred in exploration for diamonds in Botswana and South Africa. The directors are aware that by its nature there is an inherent uncertainty in exploration and evaluation assets and therefore inherent uncertainty in relation to the carrying value of capitalized exploration and evaluation assets.

In the prior year the Group incurred expenditure to date of £3,124,284 on certain licences held in Botswana, these licences lapsed and were not renewed. The directors decided to fully impair the expenditure and accordingly, an impairment charge of £3,124,284 was recorded in the prior year.

On 6 February 2017 the Group entered into an Option and Earn-In Agreement with Vutomi Mining Pty Ltd and Razorbill Properties 12 Pty Ltd (collectively known as 'Vutomi'), a private diamond exploration and development firm in South Africa. Pursuant to the terms of the Agreement, Botswana Diamonds earned a 40% equity interest in the project. A separate agreement for funding of exploration resulted in the Company's interest in Vutomi increasing from 40% to 45.94%.

On 28 September 2022 the Board announced that it had exercised its pre-emptive right to acquire the outstanding third-party interests in Vutomi and had increased its' interest from 45.94% to 74%.

The consideration for Vutomi comprised 56,989,330 new ordinary shares of £0.0025 each in the Company ("Consideration Shares"). The Consideration Shares were issued in two tranches. 28,464,665 Consideration Shares (First Tranche) were issued to the vendors on 28 September 2022 and the balance of 28,524,665 (Second Tranche) was issued on 27 January 2023.

The Company also agreed that immediately on completion of the Acquisition, the Company would sell 26% of Vutomi for a deferred consideration of US$316,333 to the Company's local South African Empowerment partner, Baroville Trade and Investments 02 Proprietary Limited ("Baroville"), in order to comply with South

African requirements on empowerment ownership, which will be funded by a loan from Botswana Diamonds (Note 6). On completion, the Company therefore owns 74% of Vutomi.

The realisation of these intangible assets is dependent on the successful discovery and development of economic diamond resources and the ability of the Group to raise sufficient finance to develop the projects. It is subject to a number of significant potential risks, as set out below:

  • licence obligations;

  • exchange rate risks;

  • uncertainties over development and operational costs;

  • political and legal risks, including arrangements with governments for licenses, profit sharing and taxation;

  • foreign investment risks including increases in taxes, royalties and renegotiation of contracts;

  • title to assets;

  • financial risk management;

  • going concern; and

  • operational and environmental risks.

Included in additions for the period are £28,000 (June 2023: £71,521) of directors' remuneration which has been capitalized. This is for time spent directly on the operations rather than on corporate activities.

5.

SHARE CAPITAL

Deferred Shares - nominal value of 0.75p per share

Number

Share Capital

Share

£'000

Premium

£'000

At 1 July 2022 and 1 July 2023

239,487,648

1,796,157

-

At 30 June 2023 and 31 December 2023

239,487,648

1,796,157

-

Ordinary Shares - nominal value of 0.25p per share

Number

Share Capital

Share

£'000

Premium

£'000

At 1 July 2022

879,071,902

2,198

11,487

Issued during the period

77,543,877

194

357

Share issue expenses

-

-

-

At 31 December 2022

956,615,779

2,392

11,844

Issued during the period

87,262,120

218

376

Share issue expenses

-

-

-

At 30 June 2023

1,043,877,899

2,610

12,220

Issued during the period

76,000,000

190

190

Share issue expenses

-

-

(12)

At 31 December 2023

1,119,877,899

2,800

12,398

Movements in share capital

On 27 November 2023 the Company raised £380,000 through the issue of 76,000,000 new ordinary shares at a placing price of 0.5p via a placing and subscription with existing and new investors. Each Placing Share has one warrant attached with the right to subscribe for one new Ordinary Share at 0.5p per new Ordinary Share for a period of two years from 27 November 2023.

6.

OTHER RECEIVABLES

7.

The carrying value of other receivables approximates to their fair value.

TRADE AND OTHER PAYABLES

31 Dec 22

30 Jun 23

£'000

£'000

38

34

-

249

38

283

31 Dec 23

31 Dec 22

30 Jun 23

£'000

£'000

£'000

Trade payables

86

82

51

Petra Diamonds creditor

123

123

123

Accruals

661

594

628

Consideration due - Vutomi acquisition

-

242

-

870

1,041

802

31 Dec 23 £'000

Prepayments

Debtor Baroville (Note 4)

17 249 266

It is the Company's normal practice to agree terms of transactions, including payment terms, with suppliers and provided suppliers perform in accordance with the agreed terms, payment is made accordingly. In the absence of agreed terms it is the Company's policy that the majority of payments are made between 30 - 40 days. The carrying value of trade and other payables approximates to their fair value.

8.

SHARE BASED PAYMENTS

WARRANTS

Dec 2023

Number of WarrantsWeighted average exercise price in pence

Jun 2023 Number of WarrantsDec 2022

Weighted average exercise price in penceNumber of WarrantsWeighted average exercise price in pence

Outstanding at beginning of period Issued

Exercised Expired

Outstanding at end of period

55,000,000 76,000,000 - - 131,000,000

  • 2.0 113,737,455

1.28

162,816,667

1.07

0.50

-

  • - (58,737,455)

- 1.13

- 55,000,000

- 0.60 - 2.0

-

(49,079,212)

- 113,737,455

- 0.60 - 1.28

Further information on the warrants are detailed in Note 5 above.

9.

POST BALANCE SHEET EVENTS

There are no material post balance sheet events affecting the Group.

10.

APPROVAL

The Interim Report for the period to 31st December 2023 was approved by the Directors 22 March 2024.

11.

AVAILABILITY OF REPORT

The Interim Statement will be available on the website atwww.botswanadiamonds.co.uk

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Botswana Diamonds plc published this content on 25 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 March 2024 06:02:01 UTC.