TO: COMPANY ANNOUNCEMENTS OFFICE

ASX LIMITED

DATE: 24 April 2013

QUARTERLY REPORT TO 31 MARCH 2013

Cash at Bank as at 31 March 2013 is $434,000.

An Appendix 5B is attached.

Summary of Activities

Correspondence with Department of Mines on three Retention Licence

applications with advise expected in June 2013 quarter

Communications with BCL Limited on joint venture exploration plans

subject to Retention Licences being granted

Continuation of mapping and soil sampling at PL 59/2008, PL 111/2011

and PL 46/2004 to identify potential new exploration targets.

Details:

Retention Licence’s for PL110/94, PL111/94 and PL54/98

During the quarter, BML attended to the correspondence and preparation of

additional data required by the Department of Mines in Botswana for BML’s

Retention Licence applications over its three discovery area’s (Airstrip Copper,

Maibele North and Dibete).

Retention Licence applications lodged over areas of PL110/94, PL111/94 and

PL54/98 are still being processed by the Department of Mines (“DOM”) and

confirmation that all information required by the DOM in relation to the

applications has been received.

It is expected that advice from the Department of Mines will be received in the

June 2013 quarter on whether these applications will be granted or otherwise.

Joint Venture with BCL Limited on PL110/94, PL111/94 and PL54/98

In the December 2012 quarter, BML announced that it had entered into a Joint

Venture agreement with BCL Limited (“BCL”), a major Botswana mining and

smelting company owned by the Botswana Government and one of the world’s

largest nickel-copper producers, Norilsk Nickel.

The agreement relates to the above three PL’s all currently under Retention

Licence application and covers the three discoveries areas: Maibele North

(nickel, copper and PGEs), Airstrip Copper (copper and silver) and Dibete

(copper and silver).

The BCL agreement is subject to the Retention Licences being granted to BML.

Market Cap

approx $3.4M at 1.8c per share

Cash

$434K (31 March 2013)

Issued Capital188,135,317 ordinary shares

116,275,143 listed options at 10c

Substantial shareholders1. Vermar Pty Ltd 15.7%

2. Polarity B Pty Ltd 7.8%

3. Bell IXL Investments Ltd 5.6%

DirectorsMr Patrick Volpe (Chairman)

Mr Massimo Cellante

(Non-executive Director)

Dr Paul Woolrich

(Non-executive Director)

www.botswanametals.com.au

Registered OfficeSuite 5, Level 1,

310 Whitehorse Road

Balwyn, Victoria, 3103

P +61 3 9830 7676

F +61 3 9836 3056

Contact

Pat Volpe

P +61 3 9830 7676

ABN 96 122 995 073For

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On granting of the Retention Licences, BCL will spend an initial US$4 million on a drilling program to earn 40% of

the three Retention Licences.

BCL has the option to continue to fund the projects to the completion of a Bankable Feasibility Study (“BFS”) to

earn a 70% interest.

At that point BCL will have the off-take rights at commercial prices, to any ore mined. It is planned to truck ore to

the BCL smelter operations for processing, 55km to the southwest at Selebi Phikwe.

BML will retain a 30% interest after the BFS is completed, at which time the management of the projects will be

transferred to BCL.

During the quarter BML continued to work with BCL in the general planning of exploration, logistics,

management and administration in preparation of the Retention Licence being approved and when detailed

policy and procedures under the JV will be implemented.

Proposed works within Retention Licence period (if granted).

If granted, the Retention Licence will allow BML and BCL to continue exploration and evaluation of the Maibele

North- Ni +Cu project and the Airstrip & Dibete -Cu+Ag project within the three year Retention Licence period.

The objective will be to complete a BFS on both projects utilising the processing and smelting plants at BCL’s

Selebi Phikwe operations .

The initial exploration spend of $4M by BCL Limited will focus on aggressively drilling these two projects over the

three discovery areas to increase the known resources. Additional mineral resources at both Maibele North and

Airstrip-Dibete are critical to producing a viable project(s).

If this is achieved then BCL will fund the BFS and earn 70% of the projects along with having the rights to off-take

ore at commercial rates.

The Joint Venture partnership makes sense as the BML discovery projects :

Are only 55km from BCL’s nickel-copper mine, process plant and smelter.

At Maibele North, the Ni + Cu + PGE mineralisation is similar to that being mined by BCL.

BCL has established crushing, milling, flotation and smelter plants available that can in effect “toll treat”

the J/V ore. This will significantly reduce any capital outlay in developing the project(s).

BCL has the marketing and sales team in place with international client base to sell the final product.

BCL will provide BML and the J/V with the expertise, logistics and access to plant and equipment.For

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EXPLORATION ACTIVITIES BY Prospecting Licence (PL) in the March 2013 quarter.

PL59/2008 Shashe South:Summary:

The recently completed mapping program shows that the Maibele North East Extension has the potential of Ni-

Cu-PGE’s mineralisation due to the presence of Ultramafics (Serpentinites) that are the principal host for Ni-Cu-

PGE’s mineralisation in the Magogaphate area.

Soil sampling commenced in the area in the March 2013 quarter.

Details:

The area located on PL059/2008 to the north east of the Maibele North prospect is known as the Maibele North

East Extension (refer Figure 1). Mapping was conducted over this area during the December 2012 and March

2013 quarters with the objectives of identifying different rock types and their distribution in the area and to

produce a two dimensional representation of the geological units in the form of a geological fact map.

Figure 1: Maibele North East Extension map in relation to the Maibele North prospect and Selebi-Phikwe.

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Mapping was done by following traverse lines striking North across a general strike of rock units at a spacing of

200 metres. Each locality, strike and dip of the rock units was recorded. Figure 2 shows a plan of the traverse

lines that were followed while mapping.

Figure 2: Plan of traverse lines overlaid on a Google Earth Image.

The spatial distribution of the rocks of the study area depicted in figure 3 shows an abundance of felsic gneisses.

Intrusive bodies of mafic and ultrabasic rock types form lenses within felsic gneisses. It also shows dolerite and

diorite dykes with a general trend of NE-SW.

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Figure 3: Maibele North East Extension Geological Fact Map.

The Geological Fact Map shows that the Maibele North East Extension has the potential of Ni-Cu-PGE’s

mineralisation due to the presence of ultramafics (serpentinites) that are a host for Ni-Cu-PGE mineralisation in

the Magogaphate area. Drainage sampling in the area previously indicated the presence of Ni-Cu-PGE

mineralisation in the Maibele NE Extension area.

Soil sampling has commenced in the area. Should the soil sampling program show that there is significant soil

geochemistry in the area, such an anomaly would be followed by an IP survey and possibly follow up by drilling.

The Geological Fact Map area also covers VTEM anomalies 11420-a and 11470-a which lie within an area of no

outcrop along strike to the west of the major amphibolite and serpentinite bodies in the south east of Figure 3.

The approximate position of the two VTEM anomalies is shown on Figure 3.

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PL46/2004 Sampowane & PL111/2011 Sampa CentralSummary:

The mapping program conducted in the December 2012 and March 2013 quarters, concludes that several targets

are recommended for further exploration based on their lithology and tectonic structure. The area mapped has

been divided into seven separate targets for future soil sampling and trenching programs to test mineralisation

presence and tenor of numerous gossans, EM conductors, fold closures and inferred faults.

These programs are expected to commence in the June 2013 quarter.

Details:

Mapping that commenced in the December 2012 quarter was completed during the March 2013 quarter. The

area covered by this mapping program includes PL111/2011 Sampa Central and areas within PL46/2004

Sampowane that surround PL111/2011.

From the program it was determined that significant mineralisation may occur on or near contacts of mafic and

ultramafic bodies as is the case with the Maibele North prospect. The outcrop exposure of the two rock contacts

were observed at three locations and a gossan of approximately 5cm width was observed at one of these

locations within the area mapped. the presence of gossan is seen as very positive and many mineralized lenses

tend to pinch and swell over short distances.Several targets are recommended for further exploration based on

their lithology and tectonic structure (see Figure 4).

Figure 4: Sampowane and Sampa Central proposed targets map.

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Target 1

200m x 50m soil sampling is proposed in this area to target a small gossan and EM conductor picked up by the

1989 GEOTEM survey. Trenching is also proposed to test the extent and nature of gossans in this area.

Target 2

Soil sampling and trenching is proposed to test mineralisation along EM conductors and gossan rubble observed.

Target 3

Soil sampling is proposed to test anomalies along two EM conductors picked up by the GEOTEM survey and the

inferred fault in this area.

Target 4

Soil sampling proposed will test the potential for mineralisation along faults inferred in this area.

Target 5

Soil sampling proposed will test the potential for mineralisation in fold closures of this area.

Target 6

A proposed soil sampling program will test the potential for for mineralisation along EM conductors, banded iron

formation and a fold closure identified in this area.

Target 7

Soil sampling proposed will test for anomalies along an EM conductor picked up by the 1989 GEOTEM survey.

Trenching is also proposed to test for mineralisation along mafic-ultramafic contact.

TENEMENT UPDATE:The current status of tenure applications as at 31 March 2013 is:

The Department of Mines (“DOM”) is yet to advise BML whether its Retention Licence applications over

areas within PL110/94, PL111/94 and PL54/98 (all of which expired as PLs on 31 December 2012) have

been granted. BML expects this decision to be received in the June 2013 quarter however there is no

guarantee that the DOM will provide its advice in this time frame.

The Company is awaiting confirmation from the Department of Geological Survey regarding the first

renewal applications for PL360/2008 and PL158/2009.

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Figure 5: Current tenements held by BML including Retention Licence applications highlighted in red.

Pat Volpe

Chairman

Competent Persons Statement

The information in this report that relates to Exploration Results is based on information compiled or reviewed byMr Peter Temby, a member of The Australian Institute of Geoscientists.

Mr Temby has sufficient experience that is relevant to the style of mineralization and type of deposit under

consideration and to the activities which he is undertaking to qualify as a Competent Person as defined in the

2004 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves.

Mr Temby consents to the inclusion in this report of matters based on his information in the form and context in

which it appears.For

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About Botswana Metals Limited

Botswana Metals Limited is listed on the Australian Securities Exchange (ASX) and its stock code (ticker) is BML. BML is a

mineral exploration company fully focused on its portfolio of exploration tenements covering approximately 2,300 sq. km all

located in Botswana.

BML’s objective is to discover an economic base and precious metals resource in eastern Botswana on the well-known

Limpopo Belt which extends into Botswana from its neighbouring country Zimbabwe.

Recent exploration has resulted in three discoveries for Nickel-Copper and Copper-Silver known as Airstrip Copper, Maibele

North and Dibete. The Ni-Cu deposit at Maibele North is just east of Airstrip Copper whilst Dibete is 7 km to the south of

Airstrip Copper.

To the east of these discoveries, a recent VTEM program has identified at least 23 new anomalies that are planned to be part

of the company’s exploration focus in 2013.

BML has solid logistical support and the projects benefit from excellent infrastructure. The Company is managed by

experienced personnel who have many years’ experience in Botswana as well as other African countries. Botswana is

considered to be one of the most advanced African countries in respect to its mining and exploration laws, and for safety

and education where English is spoken freely.

BML has offices in Australia (Melbourne) and Botswana (at Francistown and Tobane).

About BCL Limited

BCL Limited (“BCL”) is a mining and smelting company owned by the Botswana Government (94%) and Norilsk Nickel (6%).

The company commenced operations in 1959 and is now one of the largest private sector employers in Botswana.

BCL produces two types of finished matte containing nickel, copper and cobalt, and precious and platinum group metals to a

smaller extent.

The Selebi Phikwe ore deposits are owned and operated by BCL Limited. The Selebi copper and nickel orebody was

discovered in 1963, and higher grade ore was discovered at Phikwe in 1966. Mining of nickel-copper ore commenced in 1973

and since 1980, BCL’s smelter has operated at an annual production rate of approximately 50,000 tonnes of nickel-copper

matte.

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Appendix 5BMining exploration entity quarterly report

+ See chapter 19 for defined terms.

17/12/2010 Appendix 5B Page 1

Rule 5.3

Appendix 5B

Mining exploration entity quarterly reportIntroduced 01/07/96 Origin Appendix 8 Amended 01/07/97, 01/07/98, 30/09/01, 01/06/10, 17/12/10

Name of entity

BOTSWANA METALS LIMITED

ABN Quarter ended (“current quarter”)

96 122 995 073 31 MARCH 2013

Consolidated statement of cash flows

Cash flows related to operating activitiesCurrent quarter$A’000

Year to date ( 3.months)$A’000

1.1 Receipts from product sales and relateddebtors

- -

1.2 Payments for (a) exploration & evaluation(b) development(c) production(d) administration

(91)--

(231)

(346)--

(689)1.3 Dividends received - -1.4 Interest and other items of a similar nature

received1 12

1.5 Interest and other costs of finance paid - -1.6 Income taxes paid - -1.7 Other (provide details if material) - -

Net Operating Cash Flows (321) (1,023)

Cash flows related to investing activities1.8 Payment for purchases of: (a) prospects

(b) equity investments(c) other fixed assets

--

(2)

--

(5)1.9 Proceeds from sale of: (a) prospects

(b) equity investments(c) other fixed assets

---

--

331.10 Loans to other entities - -1.11 Loans repaid by other entities - -1.12 Other (provide details if material) - -

Net investing cash flows (2) 28

1.13 Total operating and investing cash flows(carried forward)

(323) (995)For

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Appendix 5BMining exploration entity quarterly report

+ See chapter 19 for defined terms.

Appendix 5B Page 2 17/12/2010

1.13 Total operating and investing cash flows(brought forward)

(323) (995)

Cash flows related to financing activities1.14 Proceeds from issues of shares, options, etc. - (13)1.15 Proceeds from sale of forfeited shares - -1.16 Proceeds from borrowings - -1.17 Repayment of borrowings - -1.18 Dividends paid - -1.19 Other (provide details if material) - -

Net financing cash flows- (13)

Net increase (decrease) in cash held (323) (1,009)

1.20 Cash at beginning of quarter/year to date 762 1,4471.21 Exchange rate adjustments to item 1.20 (5) (4)

1.22 Cash at end of quarter434 434

Payments to directors of the entity and associates of the directorsPayments to related entities of the entity and associates of therelated entities

Current quarter$A'000

1.23 Aggregate amount of payments to the parties included in item 1.2 125

1.24 Aggregate amount of loans to the parties included in item 1.10-

1.25 Explanation necessary for an understanding of the transactions

During the quarter the following payments were made to Directors:

Directors FeesMr M Cellante $7,500Dr P Woolrich $7,500Total Directors Fees $15,000

Consulting FeesMr P Volpe $82,500Dr P Woolrich $27,125Total Directors Fees $109,625

Superannuation contributions totalling $7,487 accrued from the prior quarter were also paidduring the quarter on behalf of the Directors.

Non-cash financing and investing activities

2.1 Details of financing and investing transactions which have had a material effect onconsolidated assets and liabilities but did not involve cash flows

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Appendix 5BMining exploration entity quarterly report

+ See chapter 19 for defined terms.

17/12/2010 Appendix 5B Page 3

2.2 Details of outlays made by other entities to establish or increase their share in projects inwhich the reporting entity has an interest

Financing facilities availableAdd notes as necessary for an understanding of the position.

Amount available$A’000

Amount used$A’000

3.1 Loan facilities

3.2 Credit standby arrangements

Estimated cash outflows for next quarter$A’000

4.1 Exploration and evaluation 75

4.2 Development -

4.3 Production -

4.4 Administration 250

Total 325

Reconciliation of cashReconciliation of cash at the end of the quarter (asshown in the consolidated statement of cash flows)to the related items in the accounts is as follows.

Current quarter$A’000

Previous quarter$A’000

5.1 Cash on hand and at bank 8 76

5.2 Deposits at call265 524

5.3 Bank overdraft- -

5.4 Other (term deposits)161 161

Total: cash at end of quarter (item 1.22)434 762

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Appendix 5BMining exploration entity quarterly report

+ See chapter 19 for defined terms.

Appendix 5B Page 4 17/12/2010

Changes in interests in mining tenements

Tenementreference

Nature of interest(note (2))

Interest atbeginningof quarter

Interest atend ofquarter

6.1 Interests in miningtenements relinquished,reduced or lapsed

6.2 Interests in miningtenements acquired orincreased

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Appendix 5BMining exploration entity quarterly report

+ See chapter 19 for defined terms.

17/12/2010 Appendix 5B Page 5

Issued and quoted securities at end of current quarterDescription includes rate of interest and any redemption or conversion rights together with prices and dates.

Total number Number quoted Issue price persecurity (seenote 3) (cents)

Amount paid upper security (seenote 3) (cents)

7.1 Preference+securities(description)

7.2 Changes duringquarter(a) Increasesthrough issues(b) Decreasesthrough returnsof capital, buy-backs,redemptions

7.3 +Ordinarysecurities

188,135,317 188,135,317

7.4 Changes duringquarter(a) Increasesthrough issues(b) Decreasesthrough returnsof capital, buy-backs

7.5 +Convertibledebtsecurities(description)

7.6 Changes duringquarter(a) Increasesthrough issues(b) Decreasesthroughsecuritiesmatured,converted

7.7 Options(description andconversionfactor)

116,275,143 116,275,143Exercise price10 cents

Expiry date10 cents

7.8 Issued duringquarter

7.9 Exercisedduring quarter

7.10 Expired duringquarter

7.11 Debentures(totals only)

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Appendix 5BMining exploration entity quarterly report

+ See chapter 19 for defined terms.

Appendix 5B Page 6 17/12/2010

7.12 Unsecurednotes (totalsonly)

Compliance statement

1 This statement has been prepared under accounting policies which comply withaccounting standards as defined in the Corporations Act or other standardsacceptable to ASX (see note 5).

2 This statement does give a true and fair view of the matters disclosed.

Sign here: ......... .............................. Date: ..24 April 2013.........(Company secretary)

Print name: .......Richard Baker................................

Notes

1 The quarterly report provides a basis for informing the market how the entity’sactivities have been financed for the past quarter and the effect on its cashposition. An entity wanting to disclose additional information is encouraged todo so, in a note or notes attached to this report.

2 The “Nature of interest” (items 6.1 and 6.2) includes options in respect ofinterests in mining tenements acquired, exercised or lapsed during thereporting period. If the entity is involved in a joint venture agreement andthere are conditions precedent which will change its percentage interest in amining tenement, it should disclose the change of percentage interest andconditions precedent in the list required for items 6.1 and 6.2.

3 Issued and quoted securities The issue price and amount paid up is notrequired in items 7.1 and 7.3 for fully paid securities.

4 The definitions in, and provisions of, AASB 6: Exploration for and Evaluation ofMineral Resources and AASB 107: Statement of Cash Flows apply to this report.

5 Accounting Standards ASX will accept, for example, the use of InternationalFinancial Reporting Standards for foreign entities. If the standards used do notaddress a topic, the Australian standard on that topic (if any) must be compliedwith.

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