Annual Results for the Year Ended 30 June 2025

Botswana Diamonds PLC

12 December 2025

 

12 December 2025

Botswana Diamonds PLC

("Botswana Diamonds" or the "Company")

Annual Results for the Year Ended 30 June 2025

Notice of Annual General Meeting

Botswana Diamonds plc (AIM: BOD) today announces its audited annual results for the year ended 30 June 2025.

Chairman's Statement

I am pleased to present the Chairman's Statement for the year ended 30^th June 2025. This has been a very difficult year for the diamond industry but a year of significant progress for Botswana Diamonds plc ("BOD" or "the Company"), characterised by strategic expansion, the adoption of advanced technologies, and the strengthening of our asset base across both diamond and critical metal exploration. We enter the next phase of our development with renewed confidence, a broader portfolio, and a roadmap for value creation.

Market Overview

The Global diamond industry experienced another challenging year, characterised by muted consumer spending and continued uncertainty in several major markets. Demand in China remained soft, while the United States, the world's largest consumer market, saw slower jewellery sales due to inflationary pressures and broader economic caution.

The situation was exacerbated by growing supply of lab-grown diamonds (LGDs), which continued to compress prices in the lower-to-mid-value segments of the natural diamond market. However, the negative effects were most pronounced in categories where volume outweighs rarity. Importantly, BOD's exploration portfolio is aimed at higher-value stones, where natural diamonds retain strong consumer preference and pricing resilience.

During the year:

·    Indian polishing activity slowed significantly due to elevated inventories and softer U.S. demand.

·    Later in the year, manufacturing activity picked up as inventory levels normalised, contributing to improved sentiment.

·    Several major producers introduced temporary production cuts and sales pauses, which helped reduce surplus stocked and stabilised prices.

·    The pre-Valentine's Day sales cycle exhibited signs of renewed momentum as cutters and polished restarted operations.

While global diamond demand remains uneven, the longer-term supply fundamentals remain favourable. Many alluvial and small-scale operations worldwide are uneconomic, reducing natural supply. Major producers are approaching peak output from existing mines and new large-scale kimberlite mines are few.

These dynamics underpin BOD's strategy of focusing on value over volume and investing in geologically robust, high-potential assets in stable mining jurisdictions.

A Year of Strategic Transformation

In 2025, we made a significant shift in our strategic positioning as a mining company. For over two decades, Botswana Diamonds has been known for its disciplined, technically focused diamond exploration across Southern Africa.

While diamonds remain central to our identity and core strengths, we have responded to fundamental changes in the diamond market by diversifying into critical minerals, particularly copper.

This evolution arises not from abandoning our roots, but from leveraging them. Botswana remains underexplored for many commodities, despite its exceptional mining code, political stability, and extensive geological database. Our longstanding presence, coupled with deep operational expertise and proprietary knowledge, positions us uniquely to capitalise on these emerging opportunities.

The diversification effort is not speculative. It is built on robust data, rigorous analysis, and the integration of artificial intelligence ("AI"), which has allowed us to extract new value from over twenty years of accumulated geoscientific data.

We also believe that we are aligned with government policy in terms of both continuing diamond exploration while diversifying into alternative potential mineral resources for the benefit of Botswana's future economic prosperity.

Harnessing Artificial Intelligence to Drive Discovery

The Company's strategic collaboration with Planetary AI Ltd was one of the defining initiatives of the year. Our objective was simple but ambitious: to use advanced semantic AI to evaluate the vast, disparate mining related data collected over decades, and to identify previously overlooked mineralisation potential across Botswana.

The results were exceptional:

·     AI identified seven entirely new kimberlite targets in areas that had not previously been considered prospective.

·     Eleven high-quality critical metal targets were generated, particularly copper, but including nickel, PGMs, zinc-silver, and gold prospects.

·     The platform integrated more than 375,000 km of airborne geophysics, 228,000 soil samples, 32,000 drill logs, and extensive open-source datasets.

·     Over 57 mineral deposit models were applied to generate high-resolution prospective areas.

This is one of the most advanced applications of AI in mineral exploration undertaken in Botswana and positions BOD among the industry's early adopters of data-driven exploration at scale. The initiative has opened new frontiers, accelerated our targeting pipeline, and derisked the early stages of exploration.

It also sends a powerful message about the future of the Company:
Botswana Diamonds is becoming a modern exploration business-leveraging technology, innovation, and decades of knowledge to unlock new value.

Expansion into Critical Minerals

Following the AI programme, we submitted eight Prospecting Licence (PL) applications across Botswana covering 6,550 km², targeting:

·     Predominantly, copper, but also,

·     Nickel, PGMs, lead-zinc-silver and gold.

These applications were prompted by the identification of multiple mineralised corridors, several of which show geological similarities to known prospective areas in neighbouring countries. Botswana has seen limited exploration for many of these commodities, offering first-mover advantage and a low-cost entry point for value creation.

We are hopeful of obtaining these licences, after which fieldwork will begin immediately. We have initiated discussions with potential partners who recognise the strategic importance of the portfolio.

New Kimberlite Discoveries

The initial AI analysis identified multiple new kimberlite anomalies that had never before been recorded. Four new diamond PLs were granted over high-priority targets, including the exceptionally promising Jwaneng South-West zone, where historical samples included abraded diamonds-an indicator of potential high-value sources nearby.

These new licences reflect not only the strength of our targeting but also the enduring geological potential of Botswana's diamond fields.

Legacy Projects: Preserved and Enhanced

Our legacy Botswana diamond assets remain a cornerstone of future value:

·     KX36: A high-quality, SAMREC-compliant kimberlite resource of 12-13 million carats, with new AI targets identified nearby.

·     Maibwe: Licence renewals in process, ownership increased, and new potential identified for future work.

·     Data archives: Modernised into an AI-ready, integrated, digital resource.

We enter the coming year with one of the most robust, data-rich diamond exploration portfolios in Botswana.

Our South African portfolio delivered an important milestone: the granting of the first Mining Permit at Thorny River.

Thorny River is an asset of considerable potential. Independent assessments indicate that a viable small open pit is achievable, and mining could generate early cash flow to support the wider business. We await the granting of the second permit, which will enable the full development plan to progress. The current weakened state of the diamond industry will delay commercial production.

Elsewhere in South Africa:

·     Marsfontein demonstrated strong potential, supported by historically exceptional grades and favourable near-surface geology.

·     Reivilo provides an attractive kimberlite cluster opportunity, secured via a Data Licence Agreement with minimal capital exposure.

These projects complement our Botswana pipeline and provide optionality and diversification potential.

Financial Prudence and Capital Discipline

Botswana Diamonds has always operated with disciplined financial management, and this year was no exception. We expanded our exploration footprint and embraced cutting-edge technology while maintaining modest overheads and directing funds to areas of highest strategic value.

The Board recognises that prudent capital allocation is essential in exploration, particularly during periods of market volatility. Our approach ensures that the Company remains agile, resilient, and capable of advancing when opportunities emerge.

Outlook: A Pipeline for the Future

The Company enters the new financial year with momentum and clear strategic direction.

·     Our diamond portfolio-anchored by KX36, Maibwe, Thorny River, and newly discovered kimberlite targets-is stronger than ever.

·     Our critical minerals applications give us potential exposure to commodities essential to global decarbonisation.

·     Our AI-assisted exploration model provides a competitive advantage, improving success probability and reducing cost.

·     Our two-decade presence in Botswana and South Africa remains a key advantage in terms of political stability, regulatory transparency, and geological potential.

We believe that the work completed this year lays the foundation for significant value creation in the medium term. Early-stage exploration is inherently uncertain, but the breadth and quality of our pipeline provide multiple pathways to success.

On behalf of the Board, I extend sincere thanks to our management team, employees, and technical partners. Their expertise and commitment have been vital to a year of substantial progress. I also thank our shareholders for their continued support, patience, and belief in our long-term strategy.

We look forward to the future with optimism, purpose, and determination.

John Teeling

Chairman
11 December 2025 

Annual Report and Notice of Annual General Meeting

The Company's Annual Report and Accounts for the year ended 30 June 2025 (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 29^th January 2026 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:

Botswana Diamonds PLC John Teeling, Chairman James Campbell, Managing Director Jim Finn, Director	[phone] [phone] [phone]
Nominated & Financial Adviser Strand Hanson Limited Ritchie Balmer Rory Murphy David Asquith	[phone]
Broker  First Equity Limited Jason Robertson	[phone]
Public Relations BlytheRay Megan Ray Said Izagaren	[phone] [phone] [phone]
Teneo Luke Hogg Ciara McNamee Molly Mooney	[phone]

www.botswanadiamonds.co.uk

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2025

	2025	2024
	£	£
REVENUE
Royalties	-	23,606
Operating Expenses	-	(9,796)
Operating Profit	-	13,810
Administrative expenses	(455,413)	(577,916)
Impairment of exploration and evaluation assets	(557,937)	-
OPERATING LOSS	(1,013,350)	(564,106)
LOSS FOR THE YEAR BEFORE TAXATION	(1,013,350)	(564,106)
Income tax expense	-	-
LOSS AFTER TAXATION	(1,013,350)	(564,106)
Other Comprehensive Income
Items that may be reclassified subsequently to profit or loss
Exchange difference on translation of foreign operations	18,768	3,132
TOTAL COMPREHENSIVE INCOME FOR THE YEAR	(994,582)	(560,974)
Loss per share - basic	(0.09p)	(0.05p)
Loss per share - diluted	(0.09p)	(0.05p)

CONSOLIDATED BALANCE SHEET AS AT 30 JUNE 2025

	30 June 2025	30 June 2024
	£	£
ASSETS:
NON CURRENT ASSETS
Intangible assets	5,021,436	5,512,127
Plant and equipment	207,640	207,640
	5,229,076	5,719,767
CURRENT ASSETS
Other receivables	269,183	276,132
Cash and cash equivalents	59,091	77,546
	328,274	353,678
TOTAL ASSETS	5,557,350	6,073,445
LIABILITIES:
CURRENT LIABILITIES
Trade and other payables	(1,170,552)	(937,731)
TOTAL LIABILITIES	(1,170,552)	(937,731)
NET ASSETS	4,386,798	5,135,714
EQUITY
Called-up share capital - deferred shares	1,796,157	1,796,157
Called-up share capital - ordinary shares	2,995,007	2,799,695
Share premium	12,448,068	12,397,714
Share based payment reserves	111,189	111,189
Retained deficit	(11,980,336)	(10,985,754)
Other reserve	(983,287)	(983,287)
TOTAL EQUITY	4,386,798	5,135,714

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2025

	Called-up Share Capital £	Share Premium £	Share based Payment Reserve £	Retained Deficit £	Other Reserves £	Total
At 30 June 2023	4,405,852	12,220,614	111,189	(10,424,780)	(983,287)	5,329,588
Issue of shares	190,000	190,000	-	-	-	380,000
Share issue expenses	-	(12,900)	-	-	-	(12,900)
Loss for the year and total comprehensive income	-	-	-	(560,974)	-	(560,974)
At 30 June 2024	4,595,852	12,397,714	111,189	(10,985,754)	(983,287)	5,135,714
Issue of shares	195,312	54,688	-	-	-	250,000
Share issue expenses	-	(4,334)	-	-	-	(4,334)
Loss for the year and total comprehensive income	-	-	-	(994,582)	-	(994,582)
At 30 June 2025	4,791,164	12,448,068	111,189	(11,980,336)	(983,287)	4,386,798

CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 30 JUNE 2025

	30 June 2025 £	30 June 2024 £
CASH FLOW FROM OPERATING ACTIVITIES
Loss for the year	(1,013,350)	(564,106)
Foreign exchange losses	19,927	4,948
Impairment of exploration and evaluation assets	557,937	-
	(435,486)	(559,158)
MOVEMENTS IN WORKING CAPITAL
Increase in trade and other payables	232,821	135,303
Decrease in other receivables	6,949	6,421
NET CASH USED IN OPERATING ACTIVITIES	(195,716)	(417,434)
CASH FLOW FROM INVESTING ACTIVITIES
Additions to exploration and evaluation assets	(67,246)	(69,742)
NET CASH USED IN INVESTING ACTIVITIES	(67,246)	(69,742)
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from share issue	250,000	380,000
Share issue costs	(4,334)	(12,900)
NET CASH GENERATED FROM FINANCING ACTIVITIES	245,666	367,100
NET (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS	(17,296)	(120,076)
Cash and cash equivalents at beginning of the financial year	77,546	199,438
Effect of foreign exchange rate changes	(1,159)	(1,816)
CASH AND CASH EQUIVALENTS AT END OF THE financial YEAR	59,091	77,546

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 2024. 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 2025 or 30 June 2024 but is derived from those accounts. The financial statements for the year ended 30 June 2024 have been delivered to Companies House and those for the year ended 30 June 2025 will be delivered to Companies House shortly

                    The auditors have reported on the 2024 and 2025 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 £994,582 (2024: loss of £560,974) after exchange differences on retranslation of foreign operations of £18,768 (2024: £3,132) at the balance sheet date. The Group had net current liabilities of £842,278 (2024: £584,053) 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. The directors are confident that funds will be available.

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):

	2025 £	2024 £
Numerator
For basic and diluted EPS Loss after taxation	(1,013,350)	(564,106)
Denominator
For basic and diluted EPS	1,189,869,337	1,088,730,358
Basic EPS	(0.09p)	(0.05p)
Diluted EPS	(0.09p)	(0.05p)
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.
Share options	11,410,000	11,410,000

4.            INTANGIBLE ASSETS

Exploration and evaluation assets:
	Group 2025 £	Group 2024 £
Cost:
At 1 July	10,258,287	10,188,545
Additions	67,246	69,742
At 30 June	10,325,533	10,258,287
Impairment:
At 1 July	4,746,160	4,746,160
Impairment	557,937	-
At 30 June	5,304,097	4,746,160
Carrying Value:
At 1 July	5,512,127	5,442,385
At 30 June	5,021,436	5,512,127
Segmental analysis	Group 2025 £	Group 2024 £
Botswana	3,252,766	3,572,184
South Africa	1,768,670	1,939,943
Zimbabwe	-	-
	5,021,436	5,512,127

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.

Due to the decline in the market for diamonds and lower diamond prices the Directors decided to impair part of the exploration expenditure for both Botswana and South Africa. Accordingly, an impairment charge of £557,937 was recorded in the current year.

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 29 July 2025 the Company announced it has been awarded four Prospecting Licenses in Botswana following an extensive country-wide Artificial Intelligence ("AI") driven exploration programme which generated several highly prospective targets for diamonds and several critical minerals, including Copper, Silver, Cobalt, Gold, Nickel, Zinc and PGMs.  These four licenses (PL298, PL303, PL304, PL305 all of 2025) relate to our diamond targets and cover 2,644 square kilometres located in the following areas:

-     North West of Mahalapye in the Serowe area;

-     South West of Jwaneng close to the South African border;

-     North East of Lerala in eastern Botswana; and

-     Close to KX36 in the Kalahari.

One particular license, located south-west of Debswana's Jwaneng Mine, is of particular significance. The anomaly signatures are ideal, and the target suggests more than one potential kimberlite.

 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 £Nil (2024: £28,125) of directors' remuneration which has been capitalized. This is for time spent directly on the operations rather than on corporate activities.

5.            CALLED-UP SHARE CAPITAL

Deferred Shares - nominal value of 0.75p
	Number	Share Capital £	Share Premium £
At 1 July 2023 and 2024	239,487,648	1,796,157	-
At 30 June 2024 and 2025	239,487,648	1,796,157	-
Ordinary Shares - nominal value of 0.25p
Allotted, called-up and fully paid:
	Number	Share Capital £	Share Premium £
At 1 July 2023	1,043,877,899	2,609,695	12,220,614
Issued during the year	76,000,000	190,000	190,000
Share issue expenses	-	-	(12,900)
At 30 June 2024	1,119,877,899	2,799,695	12,397,714
Issued during the year	78,125,000	195,312	54,688
Share issue expenses	-	-	(4,334)
At 30 June 2025	1,198,002,899	2,995,007	12,448,068

Movements in share capital

On 7 August 2024 the Company raised £250,000 via a 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 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 7 August 2024.  Proceeds raised were used to fund development costs and provide additional working capital.

6.            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.

	30/06/2025 Options	2025 Weighted average exercise price in pence	30/06/2024 Options	2024 Weighted average exercise price in pence
Outstanding at beginning of year	11,410,000	5.14	11,410,000	5.14
Issued	-	-	-	-
Outstanding at end of the year	11,410,000	5.14	11,410,000	5.14
Exercisable at end of the year	11,410,000	5.14	11,410,000	5.14

WARRANTS

	30/06/2025 Warrants	2025 Weighted average exercise price in pence	30/06/2024 Warrants	2024 Weighted average exercise price in pence
Outstanding at beginning of year	131,000,000	1.13	55,000,000	2.0
Issued	78,125,000	0.5	76,000,000	0.5
Exercised	-	-	-	-
Expired	(55,000,000)	2.0	-	-
Outstanding at end of the year	154,125,000	0.5	131,000,000	1.13

               Refer to Note 5 Called up Share Capital for the details of the warrants.          

7.            POST BALANCE SHEET EVENTS

                            There were no material post balance sheet events affecting the Company or Group

8.            GENERAL INFORMATION

The Company's Annual Report and Accounts for the year ended 30 June 2025 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.

9.            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 29^th January 2026 at 11.00 am.  A Notice of the AGM will be included in the Annual Report.

ENDS

 

END