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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Botswana Diamond PLC | AQSE:BOD.GB | Aquis Stock Exchange | Ordinary Share | GB00B5TFC825 |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.375 | 0.30 | 0.45 | 0.375 | 0.375 | 0.375 | 0.00 | 06:56:57 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMBOD
RNS Number : 6594G
Botswana Diamonds PLC
31 March 2022
31(st) March 2022
Botswana Diamonds PLC ("Botswana Diamonds" or the "the Company")
Unaudited Interim Statement and Financial Results for the Six Months Ended 31 December 2021
Botswana Diamonds (AIM: BOD) is pleased to announce its unaudited interim results for the six months ended 31 December 2021 during which time the Company has made significant progress on its diamond development projects at Thorny River in South Africa and in the Kalahari of Botswana.
Highlights
-- The Thorny River project is progressing. A mine development model will be completed within a month. New gravity surveys have identified four new targets, three close to existing discoveries.
-- An agreement has been reached for the existing shareholders in Maibwe to acquire 100% of the company.
-- An extension to the long stop date of 31(st) March to 10(th) May 2022 to acquire the Ghaghoo Mine has been agreed to finalise discussions with interested financiers.
Market
The diamond market has seen a rapid and dramatic recovery in recent months with prices rising by upwards of 40%. Pent up demand and reductions in supply have led to this rise. If sanctions impact on the supply from Alrosa, the world's biggest producer then prices will rise further. The increased demand has come from across the world and in most if not all categories of diamonds.
South Africa
Substantial and significant progress has been made on the Thorny River project. Additional detailed ground geophysical surveys have identified four new targets adjacent to the existing discoveries. Three of these are within two hundred metres of the River and River Extension blows. These four targets will be drilled in the dry season from June through August. Any discoveries will add to the current resource. A mine plan for the complex will be completed within a month.
The acquisition by BOD of the minority shareholding in Vutomi, the holders of the Thorny River assets, is expected to be completed during Q2 2022 with only regulatory approval for the transaction outstanding.
Botswana
Agreement has finally been reached with the liquidators of BCL to acquire the remaining 51% of Maibwe. Following completion of the acquisition Maibwe will be owned by Future Mineral (50%), Siseko (29%) and BOD (21%). BOD owns 51% of Siseko so the net interest of BOD will be 36%.
A new work programme will be prepared including modelling of the current diamond results to optimise a fresh drilling programme.
It has been agreed between Gem Diamonds and BOD to extend the long stop date of 31(st) March 2022 for the acquisition of the Ghaghoo Mine to 10(th) May 2022 to enable BOD to finalise discussions with interested financiers.
Work continues on the Diamexstrat JV. One area in particular has been identified which using the most modern evaluation techniques shows compelling evidence for the presence of undiscovered kimberlites. The analysis is almost complete after which an exploration programme will be launched.
Corporate
A Company-arranged placing was successfully completed in October 2021 with existing and new investors to raise GBP550,000 via the issue of 55,000,000 new ordinary shares at a placing price of 1p per Placing Share. Each Placing Share has one warrant attached with the right to subscribe for one new ordinary share at 2p per new ordinary share for a period of three years from 25 October 2021.
John Teeling
Chairman
30(th) March 2022
_______________
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, at www.botswanadiamonds.co.uk
SEnquiries:
Beaumont Cornish - Nominated Adviser Michael Cornish Roland Cornish +44 (0) 020 7628 3396 Beaumont Cornish Limited - Broker Roland Cornish Felicity Geidt +44 (0) 207 628 3396 First Equity Limited - Joint Broker Jason Robertson +44 (0) 207 374 2212 BlytheRay - PR +44 (0) 207 138 3206 Megan Ray +44 (0) 207 138 3553 Rachael Brooks +44 (0) 207 138 3206 Said Izagaren +44 (0) 207 138 3206 Naomi Holmes +44 (0) 207 138 3206 Teneo Luke Hogg +353 (0) 1 661 4055 Alan Tyrrell +353 (0) 1 661 4055 Ciara Wylie +353 (0) 1 661 4055
www.botswanadiamonds.co.uk
Botswana Diamonds plc Financial Information (Unaudited) CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME Six Months Six Months Year Ended Ended Ended 31 Dec 21 31 Dec 20 30 Jun 21 unaudited unaudited audited GBP'000 GBP'000 GBP'000 Administrative expenses ( 228 ) ( 195 ) ( 402 ) Impairment of exploration and evaluation assets - - ( 70 ) -------------------- -------------------- ------------------------------------- OPERATING LOSS ( 228 ) ( 195 ) ( 472 ) LOSS BEFORE TAXATION ( 228 ) ( 195 ) ( 472 ) Income tax expense - - - -------------------- -------------------- ------------------------------------- LOSS AFTER TAXATION ( 228 ) ( 195 ) ( 472 ) Exchange difference on translation of foreign operations ( 159 ) 48 ( 85 ) TOTAL COMPREHENSIVE INCOME FOR THE PERIOD ( 387 ) ( 147 ) ( 557 ) ==================== ==================== ===================================== LOSS PER SHARE - basic and diluted (0.03p) (0.03p) (0.06p) ==================== ==================== ===================================== CONDENSED CONSOLIDATED BALANCE SHEET 31 Dec 21 31 Dec 20 30 Jun 21 unaudited unaudited audited ASSETS: GBP'000 GBP'000 GBP'000 NON-CURRENT ASSETS Intangible assets 8,126 8,287 8,194 Plant and equipment 207 - 207 -------------------- -------------------- ------------------------------------- 8,333 8,287 8,401 -------------------- -------------------- ------------------------------------- CURRENT ASSETS Other receivables 16 5 41 Cash and cash equivalents 318 39 165 -------------------- -------------------- -------------------------------------
334 44 206 -------------------- -------------------- ------------------------------------- TOTAL ASSETS 8,667 8,331 8,607 -------------------- -------------------- ------------------------------------- LIABILITIES: CURRENT LIABILITIES Trade and other payables ( 650 ) ( 486 ) ( 744 ) -------------------- -------------------- ------------------------------------- TOTAL LIABILITIES ( 650 ) ( 486 ) ( 744 ) NET ASSETS 8,017 7,845 7,863 ==================== ==================== ===================================== EQUITY Share capital - deferred shares 1,796 1,796 1,796 Share capital - ordinary shares 2,124 1,803 1,982 Share premium 11,383 10,734 10,984 Share based payments reserve 111 111 111 Retained Deficit ( 5,933 ) ( 5,427 ) ( 5,705 ) Translation Reserve ( 481 ) ( 189 ) ( 322 ) Other reserves ( 983 ) ( 983 ) ( 983 ) -------------------- -------------------- ------------------------------------- TOTAL EQUITY 8,017 7,845 7,863 ==================== ==================== ===================================== CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY Share based payment Total Share Capital Share Premium Reserves Retained Deficit Translation Reserve Other Reserve Equity GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 At 30 June 2020 3,474 10,564 111 ( 5,232 ) ( 237 ) ( 983 ) 7,697 Issue of shares 125 175 - - - - 300 Share issue expenses - ( 5 ) - - - - ( 5 ) Total comprehensive loss ( 195 ) 48 - ( 147 ) ------------------ --------------- -------------------- -------------------- -------------------- -------------------- --------------- At 31 December 2020 3,599 10,734 111 ( 5,427 ) ( 189 ) ( 983 ) 7,845 Issue of shares 179 250 - - - - 429 Total comprehensive loss - ( 278 ) ( 133 ) - ( 411 ) ------------------ --------------- -------------------- -------------------- -------------------- -------------------- --------------- At 30 June 2021 3,778 10,984 111 ( 5,705 ) ( 322 ) ( 983 ) 7,863 Issue of shares 142 418 - - - - 560 Share issue expenses - ( 19 ) - - - - ( 19 ) Total comprehensive loss - - ( 228 ) ( 159 ) - ( 387 ) -------------------- At 31 December 2021 3,920 11,383 111 ( 5,933 ) ( 481 ) ( 983 ) 8,017 ================== =============== ==================== ==================== ==================== ==================== =============== CONDENSED CONSOLIDATED CASH FLOW Six Months Six Months Year Ended Ended Ended 31 Dec 21 31 Dec 20 30 Jun 21 unaudited unaudited audited GBP'000 GBP'000 GBP'000 CASH FLOW FROM OPERATING ACTIVITIES Loss for the period ( 228 ) ( 195 ) ( 472 ) Impairment of exploration and evaluation assets - - 70 Foreign exchange losses 2 1 ( 4 ) ---------------- ----------------- ---------- ( 226 ) ( 194 ) ( 406 ) Movements in Working Capital ( 69 ) 73 95 ---------------- ----------------- ---------- NET CASH USED IN OPERATING ACTIVITIES ( 295 ) ( 121 ) ( 311 ) ---------------- ----------------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES Additions to exploration and evaluation assets ( 91 ) ( 152 ) ( 263 ) ---------------- ----------------- ---------- NET CASH USED IN INVESTING ACTIVITIES ( 91 ) ( 152 ) ( 263 ) ---------------- ----------------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from share issue 560 300 729 Share issue costs ( 19 ) ( 5 ) ( 5 ) ---------------- ----------------- ---------- NET CASH GENERATED FROM FINANCING ACTIVITIES 541 295 724 ---------------- ----------------- ---------- NET INCREASE IN CASH AND CASH EQUIVALENTS 155 22 150 Cash and cash equivalents at beginning of the period 165 18 18 Effect of foreign exchange rate changes ( 2 ) ( 1 ) ( 3 ) CASH AND CASH EQUIVALENT AT THE OF THE PERIOD 318 39 165 ================ ================= ==========
Notes:
1. INFORMATION
The financial information for the six months ended 31 December 2021 and the comparative amounts for the six months ended 31 December 2020 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 2021 Annual Report, which is available at www.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. DIVID
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):
Six Months Six Months Ended Ended Year Ended 31 Dec 31 Dec 30 Jun 21 20 21 GBP'000 GBP'000 GBP'000 Numerator For basic and diluted EPS retained loss (228) (195) (472) ============== ============== ============== No. No. No. Denominator Weighted average number of ordinary shares 813,171,948 702,728,751 739,571,217 ============== ============== ============== Loss per share - Basic and Diluted (0.03p) (0.03p) (0.06p) ============== ============== ============== 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 31 Dec 30 June 21 20 21 Exploration and evaluation assets: GBP'000 GBP'000 GBP'000 Cost: Opening balance 9,563 9,385 9,385 Additions 91 153 263 Exchange variance (159) 48 (85) 9,495 9,586 9,563 ======== ======== ======== Impairment: Opening balance 1,369 1,299 1,299 Provision for impairment - - 70 -------- -------- -------- 1,369 1,299 1,369 ======== ======== ======== Carrying Value: Opening balance 8,194 8,087 8,087 ======== ======== ======== Closing balance 8,126 8,287 8,194 ======== ======== ======== Regional Analysis 31 Dec 31 Dec 30 Jun 21 20 21 GBP'000 GBP'000 GBP'000 Botswana 6,925 7,130 7,043 South Africa 1,201 1,109 1,151 Zimbabwe - 48 - 8,126 8,287 8,194 ========= ========= =========
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.
During the prior year, the Group incurred expenditure of GBP58,815 on exploring for new licences in Zimbabwe and GBP11,203 miscellaneous costs. As at year end no licences had been granted. Therefore, the directors decided to impair the costs. Accordingly, an impairment of GBP70,018 had been recorded by the Group in the prior.
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. More recently a separate agreement for funding of exploration resulted in the Company's interest in Vutomi increasing from 40% to 45.94%.
On 29 September 2021 the Company exercised its pre-emptive right to acquire the outstanding third-party interests in Vutomi Mining (Proprietary) Limited and Razorbill Properties 12 (Proprietary) Limited. Vutomi holds the mineral rights to the Thorny River Diamond Project as well as other exploration assets.
The consideration for Vutomi comprises 56,989,330 new ordinary shares in Botswana Diamonds plc which, at the closing mid-market price on 28 September 2021 of 1.10p per share, is valued at GBP626,883. There are no lock-in arrangements, but the consideration shares will be issued in two equal tranches (three months apart) following Completion. Completion is subject to a number of conditions (with a long stop date of 22 September 2022 unless otherwise agreed between the parties).
The Company expects the conditions to be fulfilled and the transaction to complete during Q2 2022.
The Company has further agreed that, immediately on completion of the acquisition, the Company will sell 26% of Vutomi for a deferred consideration of US$316,333 to the Company's local South African Empowerment partner, 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 will own 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 GBP6,500 (June 2021: GBP14,225) of wages and salaries and GBP35,831 (June 2021: GBP65,553) 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 31 Dec 31 Dec 30 Jun 21 20 21 GBP'000 GBP'000 GBP'000 At 1 July 207 - - Additions - - 207 At 30 June 207 - 207 ========= ========= =========
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.
6. SHARE CAPITAL Deferred Shares - nominal value of 0.75p per share Number Share Capital Share Premium GBP'000 GBP'000 At 1 July 2020 and 1 July 2021 239,487,648 1,796,157 - At 30 June 2021 and 31 December 2021 239,487,648 1,796,157 - ============ ============== ============== Ordinary Shares - nominal value of 0.25p per share Number Share Capital Share Premium GBP'000 GBP'000 At 1 July 2020 671,221,902 1,678 10,564 Issued during the period 50,000,000 125 175 Share issue expenses - - (5) At 31 December 2019 721,221,902 1,803 10,734 ------------ -------------- -------------- Issued during the period 71,500,000 179 250 Share issue expenses - - -
At 30 June 2021 792,721,902 1,982 10,984 ------------ -------------- -------------- Issued during the period 56,683,333 142 418 Share issue expenses - - (19) At 31 December 2021 849,405,235 2,124 11,383 ============ ============== ==============
Movements in share capital
On 7 September 2020, the Company raised GBP300,000 through the issue of 50,000,000 new ordinary shares of 0.25p each at a price of 0.60p per share to provide additional working capital and fund development costs. Each placing share has one warrant attached with the right to subscribe for one new ordinary share at 0.6p per share for a period of two years from 7 September 2020.
On 22 January 2021, the Company raised GBP363,000 through the issue of 60,500,000 new ordinary shares of 0.25p each at a price of 0.60p per share to provide additional working capital and fund development costs. Each placing share has one warrant attached with the right to subscribe for one new ordinary share at 0.6p per share for a period of two years from 23 January 2021.
On 13 May 2021, a total of 11,000,000 warrants were exercised at a price of 0.60p per warrant for GBP66,000.
On 25 October 2021, the Company raised GBP550,000 through the issue of 55,000,000 new ordinary shares of 0.25p each at a price of 1p per share to provide additional working capital and fund development costs. Each placing share has one warrant attached with the right to subscribe for one new ordinary share at 2p per share for a period of three years from 5 November 2021.
On 3 December 2021, a total of 1,683,333 warrants were exercised at a price of 0.60p per warrant for GBP10,100.
7. SHARE BASED PAYMENTS
WARRANTS
Dec 2021 Jun 2021 Dec 2020 Number of Warrants Weighted average Number of Warrants Weighted average Number of Warrants Weighted average exercise price in exercise price in exercise price in pence pence pence Outstanding at beginning of the period 139,166,667 0.60 155,939,394 0.60 105,939,394 0.60 Issued 55,000,000 2 60,500,000 0.60 50,000,000 0.60 Exercised (1,683,333) 0.60 (11,000,000) 0.60 - - Expired - - (66,272,727) 0.60 - - Outstanding at end of the period 192,483,334 1 139,166,667 0.60 155,939,394 0.60
Further information of the warrants are detailed in Note 6 above.
8. POST BALANCE SHEET EVENTS
On 20 January 2022 the Company announced pursuant to the receipt of conversion notices from holders of 29,666,667 warrants exercisable at 0.60 pence each, it had issued 29,666,667 ordinary shares of GBP0.0025 each at the exercise price of 0.60 pence per new share. The proceeds of the exercise of GBP178,000 will be used for additional working capital.
On 1 February 2022 the Company released a statement regarding a joint venture with Vast Resources plc ("VAST") that was previously announced in August 2021. The company had announced in August 2021 that Okwa Diamonds Pty Ltd ("Okwa"), a joint venture with VAST in which the Company has an initial 10% carried interest, had conditionally agreed to acquire Gem Diamonds Botswana Pty Ltd ("GDB"), a wholly owned subsidiary of Gem Diamonds Ltd ("Gem Diamonds"), for a cash consideration of US$4 million.
Under the terms of the joint venture agreement, VAST was responsible for funding Okwa with the first US$15 million of funding required for the purposes of carrying out due diligence, acquiring GDB and placing the mine back into production. Completion was subject to a number of conditions (with a long stop date of 31 January 2022) including relevant regulatory and competition authority approvals within Botswana which have now been fulfilled and written approvals have been obtained from the Competition Authority and, most recently in December 2021, the Ministry of Mineral Resources, Green Energy and Technology of the Government of the Republic of Botswana.
On 1 February 2022 VAST informed the Boards of Botswana Diamonds and Gem Diamonds that they did not intend to proceed with the transaction.
The Board of BOD has identified alternative potential partners to replace VAST as its joint venture partner in Okwa and confirmed to Gem Diamonds its commitment to conclude the transaction as originally envisaged as soon as possible. BOD, VAST and Gem Diamonds have been working together towards a mutually beneficial outcome and agreed initially to extend the long stop date under the sale agreement from 31 January 2022 to 31 March 2022, and which has now been extended further to [DATE] 2022, to allow BOD to secure an alternative joint venture partner. The new partner replacing VAST in the Okwa joint venture may require further approval from the relevant Government of Botswana authorities.
9. APPROVAL
The Interim Report for the period to 31(st) December 2021 was approved by the Directors on 30(th) March 2022.
10. AVAILABILITY OF REPORT
The Interim Statement will be available on the website at www.botswanadiamonds.co.uk
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