Fundraise, Board Changes and TVR
Botswana Minerals PLC has successfully raised £1,150,000 through a placing and subscription at 0.25p per share, with each share including a warrant to subscribe for another share at the same price within one year. These funds will primarily support the company's copper exploration program in Botswana and general working capital. The company also announced the appointment of Rory Harding as a Non-Executive Director, an experienced emerging markets specialist. Following the placing, the total number of ordinary shares with voting rights will be 1,658,002,899.
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Appointment of New Director
The Board of Botswana Minerals (AIM: BMIN) is pleased to announce that it has undertaken a Company-arranged fundraising consisting of a placing and subscription with existing and new investors to raise £1,150,000 via the issue of 460,000,000 new ordinary shares of 0.25p each in the capital of the Company (the "Placing Shares"), which includes the cash subscription by certain directors as detailed below, at a placing price of 0.25p per Placing Share (the "Placing").
Each Placing Share has one share purchase warrant attached with the right to subscribe for one new Ordinary Share at 0.25p per Ordinary Share with an expiry date of one year from 20 March 2026 (the "Placing Warrants"), being the expected date of the Placing Warrants issue.
The Placing Shares will rank pari passu with the Company's existing Ordinary Shares. Application will be made for the Placing Shares to be admitted to trading on the AIM market of the London Stock Exchange and it is expected that such admission will become effective on or around 27 March 2026.
Use of Proceeds
The funds will be used primarily to further the Company's exploration programme on its copper-focused prospecting licences in North-West Botswana, as well as for working capital purposes. The exploration programme is designed to take the high-priority anomalies to drill targets.
Appointment of a New Non-Executive Director
Rory Harding has been appointed to the board of Botswana Minerals as Non-Executive Director with immediate effect.
He is also currently the Chief Executive Officer of AIM listed Arkle Resources Plc.
Mr Harding is an emerging markets specialist with experience in energy, mining and investment banking and adviser to London merchant bank Strand Hanson. He is the co-founder and asset originator for multiple publicly listed mining companies, most recently Electrum Discovery (TSXV:ELY). Mr Harding formerly worked in energy trading and has extensive operational experience in Africa.
Director Subscription and RPT
Certain directors are subscribing for Placing Shares (with Placing Warrants attached), as set out in the table below:
| Director | Subscription of Placing shares | Enlarged shareholding following the placing | % of enlarged share capital | Placing Warrants |
|---|---|---|---|---|
| John Teeling | 16,000,000 | 87,896,818 | 5.30% | 16,000,000 |
| James Finn | 16,000,000 | 62,638,869 | 3.78% | 16,000,000 |
| James Campbell | 16,668,800 | 33,744,081 | 2.04% | 16,668,800 |
| Rory Harding | 40,000,000 | 40,000,000 | 2.41% | 40,000,000 |
The issue of the Placing Shares and the Placing Warrants to the four directors as set out above constitutes a related party transaction under Rule 13 of AIM Rules. In this context, Robert Bouquet, being a Director on the Board who is considered to be independent of the Placing, considers, having consulted with the Company's Nominated Adviser, Strand Hanson Limited, that the terms of the director participation in the Placing are fair and reasonable insofar as its shareholders are concerned.
Schedule 2(g) Information on New Director
The following disclosures are made pursuant to Schedule 2(g) of the AIM Rules for Companies:
Rory John Harding, aged 40, currently holds or has held the following directorships in the past five years:
| Current Directorships/Partnerships | Past Directorships/Partnerships within last five years |
| Arkle Resources Plc | NeoGreen Hydrogen Corp |
| American Renaissance Resources LLC | Oxley River Capital Pty Ltd |
| Reston Energy Trading Ltd | Aurous Resources Inc |
| Onyofi Capital Pty Ltd | Balkan Metals Corp |
| Patina Minerals Doo | Strand Hanson Guyana Ltd |
| Oakridge Vision Ltd | Oryx Services Namibia Pty Ltd |
| Oxley River Capital Ltd | Molecula Prospera Lda |
| Dunonin Resources Ltd | Elipse Fidalga Lda |
Inside Theory Lda
Mr Harding is subscribing for 40,000,000 shares in the placing. Following completion of the Placing, Mr Harding's holding in the Company will be 40,000,000 Ordinary Shares representing 2.41% of the enlarged issued share capital.
Total Voting Rights
In conformity with the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority ("FCA"), the Company announces the following:
Following the issue of the Placing Shares, there will be a total of 1,658,002,899 Ordinary Shares in issue with each carrying the right to one vote ("Ordinary Shares"). The Company does not hold any Ordinary Shares in Treasury. Therefore, the total number of Ordinary Shares in the Company with voting rights is 1,658,002,899. The above figure may 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.
Special note concerning the Market Abuse Regulation
A copy of this announcement is available on the Company's website, at www.botswanaminerals.com
The notification below, made in accordance with the requirements of the Market Abuse Regulations, provides further detail in respect of the transaction as described above.
| a) | Name | James Campbell |
| 2 | Reason for notification | |
| a) | Position / status | CEO |
| b) | I niti a l noti f i ca t i on /Am e ndm e nt | Initial |
| a) | Name | Botswana Minerals plc |
| b) | LEI | 213800UEF1WVQZIZRA91 |
| a) | D e s cr iption of the f in a n c i a l inst r um e nt, t y pe of inst r um e nt I d e nti f i ca tion c o d e | Ordinary shares of 0.25 pence each in Botswana Minerals plc ISIN G B00B5TFC825 |
| Nature of the transaction | Subscription for new Ordinary Shares and issue of Placing Warrants | |
| Price(s) and volumes(s) | Subscription for new Ordinary Shares Price(s) Volumes(s) £0.0025 16,668,800 Issue of Placing Warrants Price(s) Volumes(s) £0.025 16,668,800 | |
| d) | Aggregated information | n/a |
| e) | Date of the transaction | 19 th March 2026 |
| f) | Place of the transaction | Outside a trading venue |
| a) | Name | James Finn |
| 2 | Reason for notification | |
| a) | Position / status | Director |
| b) | I niti a l noti f i ca t i on /Am e ndm e nt | Initial |
| a) | Name | Botswana Minerals plc |
| b) | LEI | 213800UEF1WVQZIZRA91 |
| a) | D e s cr iption of the f in a n c i a l inst r um e nt, t y pe of inst r um e nt I d e nti f i ca tion c o d e | Ordinary shares of 0.25 pence each in Botswana Minerals plc ISIN G B00B5TFC825 |
| Nature of the transaction | Subscription for new Ordinary Shares and issue of Placing Warrants | |
| Price(s) and volumes(s) | Subscription for new Ordinary Shares Price(s) Volumes(s) £0.0025 16,000,000 Issue of Placing Warrants Price(s) Volumes(s) £0.0025 16,000,000 | |
| d) | Aggregated information | n/a |
| e) | Date of the transaction | 19 th March 2026 |
| f) | Place of the transaction | Outside a trading venue |
| a) | Name | Rory Harding |
| 2 | Reason for notification | |
| a) | Position / status | Director |
| b) | I niti a l noti f i ca t i on /Am e ndm e nt | Initial |
| a) | Name | Botswana Minerals plc |
| b) | LEI | 213800UEF1WVQZIZRA91 |
| a) | D e s cr iption of the f in a n c i a l inst r um e nt, t y pe of inst r um e nt I d e nti f i ca tion c o d e | Ordinary shares of 0.25 pence each in Botswana Minerals plc ISIN G B00B5TFC825 |
| Nature of the transaction | Subscription for new Ordinary Shares and issue of Placing Warrants | |
| Price(s) and volumes(s) | Subscription for new Ordinary Shares Price(s) Volumes(s) £0.0025 40,000,000 Issue of Placing Warrants Price(s) Volumes(s) £0.0025 40,000,000 | |
| d) | Aggregated information | n/a |
| e) | Date of the transaction | 19 th March 2026 |
| f) | Place of the transaction | Outside a trading venue |
| a) | Name | John Teeling |
| 2 | Reason for notification | |
| a) | Position / status | Director |
| b) | I niti a l noti f i ca t i on /Am e ndm e nt | Initial |
| a) | Name | Botswana Minerals plc |
| b) | LEI | 213800UEF1WVQZIZRA91 |
| a) | D e s cr iption of the f in a n c i a l inst r um e nt, t y pe of inst r um e nt I d e nti f i ca tion c o d e | Ordinary shares of 0.25 pence each in Botswana Minerals plc ISIN G B00B5TFC825 |
| Nature of the transaction | Subscription for new Ordinary Shares and issue of Placing Warrants | |
| Price(s) and volumes(s) | Subscription for new Ordinary Shares Price(s) Volumes(s) £0.0025 16,000,000 Issue of Placing Warrants Price(s) Volumes(s) £0.0025 16,000,000 | |
| d) | Aggregated information | n/a |
| e) | Date of the transaction | 19 th March 2026 |
| f) | Place of the transaction | Outside a trading venue |
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.