BOD Botswana Diamonds Plc

18 December 2024

Botswana Diamonds PLC

("Botswana Diamonds" or the "Company")

Annual Results for the Year Ended 30 June 2024

Notice of Annual General Meeting

Botswana Diamonds plc (AIM: BOD) today announces its audited annual results for the year ended 30 June 2024.

Chairman's Statement

A diamond is forever. That phrase came to mind as I watched recently a beautiful Indian bride take her vows while laden down with beautiful real diamonds. The diamonds sparkled, glittered and flashed as she walked around a small circle seven times as part of the ceremony.

I observed and marvelled that some, if not all of the stones, were up to 2,500 million years old! An Indian belief was that diamonds came down from the Gods in a meteorite. Lab-grown diamonds - no matter how good they are - are simply that, grown in a laboratory. A genuine real, natural diamond is a rarity to be cherished, minded and handed down through the generations.

The ceremony clarified my thinking and reinforced by belief to carry on exploring for The Real Thing. As you will see in this commentary, we have made very significant progress in Botswana in identifying kimberlite anomalies that have never before been reported. This was achieved in a remarkably short time, using AI on our vast database of historical data which covers over 375,000 kilometres and comes from decades of geological work previously undertaken in Botswana.

Before reviewing our ongoing projects, let me refer again to the current upheaval in the international Diamond Market. There are two major factors adversely affecting the diamond market, one Cyclical and the other Structural. Luxury goods go through Cycles. Low interest rates help consumer confidence. Confidence can lead to Exuberance and Euphoria. Consumers and retailers think the "Good Times" will never stop. Interest rates rise, fear replaces greed, luxury consumption growth slows or declines.  Retailers are overstocked. Carrying costs rise. They cut back buying which gets exacerbated as they rise through the chain. Prices fall, sometimes dramatically and production is cut back. This has been the case with the diamond market for the past two years. But think for a moment; a 10% cut in retail demand ignores the fact that 90% of the demand remains. Inventories decline. Interest rates decline and credit loosens. This is where the diamond market is now. Green shoots begin to appear.

The Structural Effect of Lab Grown Diamonds (LGD) will wipe out a percentage of the diamond market previously held by miners. How serious the loss will be has yet to be estimated but the LGD sector has its own problems. Low cost of entry and low marginal cost of production have led to vicious price cutting which is likely to continue until retail prices reach toward the marginal cost of production.

What will happen? The diamond industry is splitting into two markets: the Real Diamond Market and the LGD sector. Again, reflecting on India. Perfectly good cars can be bought new for under $10,000, yet India is also one of the world's largest markets for high-end, luxury cars. Incidentally India is one of the world's largest LGD producers and also the second largest market for Real Diamonds. I really do not believe that a 3 carat LGD stone, beautiful as it is, can compete with the Dreams, Romance, Mystery and History of a 3 carat Real Diamond which has lain undiscovered under the Kalahari sand for 2,500 million years and which has eluded efforts of discovery by hundreds, if not thousands, of men (and increasingly by women) over many decades, with fire in their eyes and hopes of riches in their hearts. Lest you think I exaggerate about Romance and Mystery. Diamonds are formed some 280 kilometres toward the centre of the earth. Molten lava flows through the diamond zone and carries the stones in a pipe, the kimberlite, to the surface where it explodes into the atmosphere as a small volcano.

How can a sterile lab compete with that?

Botswana Diamonds Ongoing Activities

I am not so sure the founders, directors and personnel in Botswana Diamonds can claim to have fire in their eyes and hopes of riches in their hearts, maybe they do, but for decades they have explored in remote parts of Southern Africa. Our focus is on the so called Kaapvaal Craton where kimberlites which may contain diamonds are found. The craton covers much of Botswana and parts of South Africa and Zimbabwe. That is where we work, mainly in Botswana.

BOD owns the KX36 discovery a 3.5-hectare pipe in the Kalahari. Extensive work led to an Indicated Resource of 17.9 million tonnes or ore at a grade of 35 carats per hundred tonnes (cpht). To date KX36 is the only discovered diamond-containing kimberlite pipe in the area. This is very unusual as kimberlites come in clusters. We have undertaken extensive exploration on surrounding licences which we hold and have identified anomalies, of which two are 12 hectares and 6 hectares respectively in size. BOD has undertaken an Environmental Assessment Study on a proposed plan to drill 5 holes on these large anomalies. We have received approvals to drill from the Botswana Authorities.

BOD has a stake in the Maibwe joint venture which holds prospecting licences in the Kalahari south of KX36 - drilling encountered diamonds in four kimberlite pipes. The joint venture made little progress until recently due to the fact that a 50% stake was held by BCL, a state-owned copper miner in receivership. The ownership issues have been resolved. BOD increased its stake to a net 26% of the JV. The other partner in the JV is a local consortium. The next steps are to finance and undertake a drilling programme.

The ongoing AI analyse of our vast data bank has thrown up some startling results. To find seven previously unknown kimberlites is simply mind boggling. One in particular stands out from a geological perspective.

A bonus of the current research and analysis is that the technique is being applied to other minerals with equally impressive results. Indicative results suggest that opportunities in copper, zinc, lead and possibly other minerals. We await further details on this part of the analysis.

South Africa

For years exploration in South Africa languished due to political and fiscal concerns.  The climate has improved. BOD using the old explorer's mantra "The best place to find a mine is where there was a mine" secured ground in areas close to the fabulously rich, mined out Marsfontein mine. In recent years multiple BOD exploration programmes have traced a 7km dyke in the area containing a diamond grade of between 46 and 74 cpht. Dyke mining is specialised; the dyke can be as wide as 7 metres or as small as 30cm. Waste control is vital. There are specialised contractors in this area. We agreed a deal on the Thorny River part of our claims where BOD received a 15% royalty on production. Mining started but was put on care and maintenance when diamond prices fell. We applied for and obtained a prospecting licence on the Marsfontein farm adjacent to Thorny River. The licence contains a number of known kimberlites, of which M3 is of particular interest.

Zimbabwe

We have kept a watching brief on opportunities in Zimbabwe. The country is prospective for diamonds but due to political and fiscal uncertainty it has been impossible to invest. We are in ongoing dialogue with a group on how an exploration project can be put together.

Future

We have confidence in the future of the diamond industry. Three billion people worldwide will enter the middle class in the coming generation. They will want the things that many in the West have, including diamonds. We already see this happening in the demand for diamonds in China and India.

The current massive disruption and dislocation in the traditioned diamond industry will pass. Already interest rates are declining and there are signs of rising prices. The impact of Lab Grown Diamonds has yet to be fully felt. It will be tough on many with casualties.

As a junior explorer listed in London we have been battered by many unfavourable winds. As an explorer we spend money. In BOD we have generated income through Thorny River but a restart awaits better diamond prices.

As I have outlined above, we have a number of very exciting and prospective projects. They await finance. The only true lie detector in exploration is a drillhole.

We have a loyal bunch of shareholders, who we very much appreciate, and are seeking ways to expand our base.

John Teeling

Chairman

17 December 2024

Annual Report and Notice of Annual General Meeting

The Company's Annual Report and Accounts for the year ended 30 June 2024 (the "Annual Report") will be mailed shortly only to those shareholders who have elected to receive it. Otherwise, shareholders will be notified that the Annual Report and Accounts will be available on the website at www.botswanadiamonds.co.uk.  Copies of The Annual Report will also be available for collection from the company's registered office at 124 City Road, London, EC1V 2NX, United Kingdom.

The Annual General Meeting ("AGM") is due to be held at Canal Court Hotel, Merchants Quay, Newry, BT35 8HF, United Kingdom on 23^rd January 2025 at 11.00 am.  A Notice of the AGM will be included in the Annual Report.

The information communicated within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU) No 596/2014 which is part of UK law by virtue of the European Union (Withdrawal) Act 2018. The person who arranged for the release of this announcement on behalf of the Company was John Teeling, Director.

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

Enquiries:

www.botswanadiamonds.co.uk

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2024

CONSOLIDATED BALANCE SHEET AS AT 30 JUNE 2024

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2024

CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 30 JUNE 2024

1.            ACCOUNTING POLICIES

                            The accounting policies and methods of computation followed in these financial statements are consistent with those published in the Group's Annual Report for the year ended 30 June 2023. The financial statements have also been prepared in accordance with International Financial Reporting Standards (IFRSs) as issued by the International Accounting Standards Board (IASB).

                            The financial information set out below does not constitute the Group's financial statements for the year ended 30 June 2024 or 30 June 2023 but is derived from those accounts. The financial statements for the year ended 30 June 2023 have been delivered to Companies House and those for the year ended 30 June 2024 will be delivered to Companies House shortly

                            The auditors have reported on the 2023 and 2024 statements; their report was unqualified and did not contain a statement under section 498(2) or 498(3) of the Companies Act 2006. 

2.            GOING CONCERN

The Group incurred a loss for the year of £560,974 (2023: loss of £3,381,999) after exchange differences on retranslation of foreign operations of £3,132 (2023: £299,492) at the balance sheet date. The Group had net current liabilities of £584,053 (2023: £320,437) at the balance sheet date. These conditions represent material uncertainties that may cast doubt on the Group's ability to continue as a going concern.

The directors have prepared cashflow projections and forecasts for a period of not less than 12 months from the date of this report which indicate that the group will require additional funding for working capital requirements and develop existing projects. As the Group is not revenue or cash generating it relies on raising capital from the public market. Subsequent to the year end, the Company has raised a total of £250,000 from a placing as an interim measure. Further details are outlined in Note 9.

As in previous years the Directors have given careful consideration to the appropriateness of the going concern basis in the preparation of the financial statements and believe the going concern basis is appropriate for these financial statements. The financial statements do not include any adjustments that would result if the Group was unable to continue as a going concern.

3.            LOSS PER SHARE

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

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

4.            INTANGIBLE ASSETS

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.

On 11 November 2014 the Brightstone block was farmed out to BCL Investments (Proprietary) Limited, a Botswana Company, who assumed responsibility for the work programme. Botswana Diamonds had retained a 15% equity interest in the project. On 20 July 2022 the Group increased its' stake to 26% equity interest in the project.

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.

On 28 September 2022 the Board announced that it had exercised its pre-emptive right to acquire the outstanding third-party interests in Vutomi. 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. On completion, the Company therefore owns 74% of Vutomi.

On 23 May 2024 the Company announced that it has been granted four Prospecting Licenses in the Kalahari of Botswana.  These Prospecting Licenses cover a total area of 2,331.81 square kilometres and have reference numbers PL0213, 0214, 0218 and 0219 of 2024 which adds to the Company's existing acreage in the Kalahari. These Prospecting Licenses are in the same general area as the Company's KX36 project.

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.

The Group's exploration activities are subject to a number of significant and potential risks including:

-      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 year are £28,125 (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.            PLANT AND EQUIPMENT

On 18 July 2020 the Group entered into an agreement to acquire the KX36 Diamond discovery in Botswana, along with two adjacent Prospecting Licences and a diamond processing plant. These interests are part of a package held by Sekaka Diamond Exploration (Pty) Ltd.  The acquisition was completed on 20 November 2020. The diamond processing plant is a recently constructed, fit-for-purpose bulk sampling plant on site. The sampling plant includes crushing, scrubbing, dense media separation circuits and x-ray recovery modules within a secured area.  Further details are set out in Note 6 below.

6.            INVESTMENT IN SUBSIDIARES

Botswana Diamonds entered into a Sale of Shares Agreement with Petra Diamonds Limited ("Petra") and Kalahari Diamonds Limited ("Kalahari Diamonds") on 18 July 2020 to acquire the entire issued share capital of Sekaka Diamond Exploration (Pty) Ltd ("Sekaka") currently held by Kalahari Diamonds, a wholly-owned subsidiary of Petra. The acquisition was completed on 20 November 2020.

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 value of the investment of £988,079 relates to the 74% interest in the Vutomi project. Further information is detailed in Note 5 above.

In the opinion of the directors, at 30 June 2024, the fair value of the investments in subsidiaries is not less than their carrying amounts.

7.            CALLED-UP SHARE CAPITAL

               Movements in share capital

On 27 November 2023 the Company raised £380,000 via a placing of 76,000,000 new ordinary shares of 0.25p each at a placing price of 0.50p per share. Each Placing Share has one warrant attached with the right to subscribe for one new Ordinary Share at 0.50p per new Ordinary Share for a period of two years from 27 November 2023.  Proceeds raised were used to fund development costs and provide additional working capital.

8.            SHARE-BASED PAYMENTS

               SHARE OPTIONS

The Group issues equity-settled share-based payments to certain directors and individuals who have performed services for the Group. Equity-settled share-based payments are measured at fair value at the date of grant.

Fair value is measured by use of a Black-Scholes valuation model.

The Group plan provides for a grant price equal to the average quoted market price of the ordinary shares on the date of grant.

WARRANTS

               Refer to note 7 Called up Share Capital for the details of the share options and warrants.                  

9.            POST BALANCE SHEET EVENTS

On 7 August 2024 the Company raised £250,000 via the placing of 78,125,000 new ordinary shares of 0.25p each at a placing price of 0.32p per share.  Each Placing Share has one share purchase warrant attached with the right to subscribe for one new Ordinary Share at 0.5p per Ordinary Share with an expiry date of two years from 7th August 2024. 

There were no other significant post balance sheet events since year end.

10.         GENERAL INFORMATION

The Company's Annual Report and Accounts for the year ended 30 June 2024 will be mailed shortly only to those shareholders who have elected to receive it. Otherwise, shareholders will be notified that the Annual Report and Accounts will be available on the website at www.botswanadiamonds.co.uk.  Copies of The Annual Report will also be available for collection from the company's registered office at 124 City Road, London, EC1V 2NX, United Kingdom.

11.         ANNUAL GENERAL MEETING

The Annual General Meeting ("AGM") is due to be held at Canal Court Hotel, Merchants Quay, Newry, BT35 8HF, United Kingdom on 23^rd January 2025 at 11.00 am.  A Notice of the AGM will be included in the Annual Report.

ENDS