Botswana Diamonds PLC Completion of acquisition of Thorny River Project (8893A)

TIDMBOD

RNS Number : 8893A

Botswana Diamonds PLC

28 September 2022

28(th) September 2022

Botswana Diamonds PLC

("Botswana Diamonds" or the "Company")

Completion of acquisition of Thorny River Project

On 29 September 2021 the Board announced that it had exercised its pre-emptive right to acquire the outstanding third-party interests in Vutomi Mining (Proprietary) Limited and Razorbill Properties 12 (Proprietary) Limited (together "Vutomi"). Vutomi holds the mineral rights to the Thorny River Project as well as other exploration assets. The acquisition of Vutomi ("Acquisition") was conditional on, inter alia, customary regulatory and competition authority approvals in South Africa.

The Board is pleased to announce that the Company has now received Section 11 regulatory approval for the transaction in terms of the South African MPRDA and all conditions have been satisfied. The Acquisition has therefore completed.

John Teeling, Chairman , commented: "I am pleased that we have received all the regulatory approvals allowing this this transaction to be completed. This will allow the company to expedite the mine permitting of Thorny River, with the initial applications having already taken place".

As previously announced, the consideration for Vutomi comprises 56,989,330 new ordinary shares of GBP0.0025 each ("Ordinary Shares") in the Company ("Consideration Shares"). There are no lock-in arrangements, but the Consideration Shares will be issued in two equal tranches (three months apart) following Completion. Accordingly, 28,464,665 Consideration Shares ("First Tranche Consideration Shares") have been issued today to the vendors of Vutomi and application will be made for the First Tranche Consideration Shares, which will rank pari passu with the existing Ordinary Shares, to be admitted to trading on AIM and it is expected that this will take place on or around 4 October 2022 ("Admission").

The vendors of Vutomi Mining and Razorbill included, among others, James Campbell (a director of the Company) and the directors of Vutomi Mining and Razorbill. These individuals are related parties as defined by the AIM Rules and accordingly, the transaction was treated as a related party transaction pursuant to AIM Rule 13 (see announcement dated 29 September 2021).

The Consideration Shares to be issued to James Campbell are set out in the following table:

 
 Director               Number of         Number of        Total number 
                    First Tranche    Second Tranche    of Consideration 
                    Consideration     Consideration              Shares 
                           Shares            Shares 
 James Campbell         4,745,978         4,745,977           9,491,955 
 

On admission of the First Tranche Ordinary Shares, James Campbell will be interested in a total of 6,057,384 Ordinary Shares representing 0.63%. of the enlarged issued share capital of the Company.

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 76% of Vutomi.

Following the Admission of the First Tranche Consideration Shares, Botswana Diamonds will have 956,203,234 Ordinary Shares in issue which will also represent the total number of voting rights in the Company. The above figure should be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure and Transparency Rules.

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 as it forms part of UK Domestic Law by virtue of the European Union (Withdrawal) Act 2018.

The person who arranged the release of this announcement on behalf of the Company was James Campbell.

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

Enquiries:

 
Botswana Diamonds PLC 
 John Teeling, Chairman                  [phone] 
 James Campbell, Managing Director       [phone] 
 Jim Finn, Director                      [phone] 
Beaumont Cornish - Nominated Adviser 
 Michael Cornish 
 Roland Cornish                         [phone] 
Beaumont Cornish Limited - Broker 
 Roland Cornish 
 Felicity Geidt                        [phone] 
First Equity Limited - Joint Broker 
 Jason Robertson                       [phone] 
BlytheRay - PR                         [phone] 
 Megan Ray                              [phone] 
 Rachael Brooks                         [phone] 
 Said Izagaren                          [phone] 
Teneo 
 Luke Hogg                               [phone] 
 Alan Tyrrell                            [phone] 
 

www.botswanadiamonds.co.uk

Beaumont Cornish Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as nominated adviser to the Company in relation to the matters referred herein. Beaumont Cornish Limited is acting exclusively for the Company and for no one else in relation to the matters described in this announcement and is not advising any other person and accordingly will not be responsible to anyone other than the Company for providing the protections afforded to clients of Beaumont Cornish Limited, or for providing advice in relation to the contents of this announcement or any matter referred to in it.

APPENDIX

The following disclosure is made in accordance with Article 19 of the EU Market Abuse Regulation 596/2014.

 
       Details of the person discharging managerial responsibilities 
  1     / person closely associated 
 a)    Name                  James Campbell 
      --------------------  ----------------------------------------------------- 
       Reason for the notification 
  2 
      --------------------------------------------------------------------------- 
 a)    Position/             Managing Director 
        status 
      --------------------  ----------------------------------------------------- 
 b)    Initial               Initial Notification 
        notification 
        /Amendment 
      --------------------  ----------------------------------------------------- 
       Details of the issuer, emission allowance market participant, 
  3     auction platform, auctioneer or auction monitor 
      --------------------------------------------------------------------------- 
 a)    Name                  Botswana Diamonds PLC 
      --------------------  ----------------------------------------------------- 
 b)    LEI                   213800UEF1WVQZIZRA91 
      --------------------  ----------------------------------------------------- 
       Details of the transaction(s): section to be repeated 
  4     for (i) each type of instrument; (ii) each type of transaction; 
        (iii) each date; and (iv) each place where transactions 
        have been conducted 
      --------------------------------------------------------------------------- 
 a)    Description           Ordinary Shares of 0.025p each ("Ordinary Shares") 
        of the financial 
        instrument, 
        type of 
        instrument 
 
       Identification        GB00B5TFC825 
        code 
 
 b)    Nature of             First tranche of new ordinary shares issued as 
        the transaction       consideration 
      --------------------  ----------------------------------------------------- 
 c)    Price(s)               Director          Issue price   Volume(s) 
        and volume(s)         ----------------  ------------  ---------- 
                               James Campbell       0.9p       4,745,978 
                            --------------------------------------------------- 
 
 d)    Aggregated 
        information 
 
       - Aggregated          4,745,978 Ordinary Shares 
        volume 
 
  - Price                    0.9p 
 
 e)    Date of               28 September 2022 
        the transaction 
      --------------------  ----------------------------------------------------- 
 f)    Place of              Outside a trading venue 
        the transaction 
      --------------------  ----------------------------------------------------- 
 

ENDS

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September 28, 2022 02:02 ET (06:02 GMT)