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TSD.V ·

Commences Legal Action Against Botswana Ministry of Minerals & Energy

Legal & Disputes

TSODILO RESOURCES LIMITED

Commences Legal Action Against Botswana Ministry of Minerals & Energy

November 7, 2022 Trading Symbol: TSXV: TSD #110722

TORONTO, ONTARIO - Tsodilo Resources Limited (TSX Venture Exchange: TSD)

("Tsodilo" or the "Company") (TSX- V: TSD) (OTCQB: TSDRF) (FSE: TZO) wishes to

provide a corporate update with respect to its exploration and evaluation projects in Botswana.

On or about June 30, 2021, the Company's wholly owned Botswana subsidiary, Gcwihaba

Resources (Pty) Ltd. (Gcwihaba) submitted prospecting renewal license applications for its

Xaudum Iron Formation project in northwest Botswana. Of the then current 7 licenses, two

licenses were relinquished in their entirety and 5 were submitted for renewal. Collectively

50% of the combined license area in the 7 licenses was relinquished pursuant to Section(s) 17

and 19 of the Mines and Minerals Act.

Four of the five licenses that contain the vast bulk of the exploration target in the Xaudum Iron

Formation project were renewed as submitted, effective January 1, 2022, while the fifth license,

PL020/2018, continued in renewal.

Despite periodic inquiries as to the license renewal status, Tsodilo was first apprised of a

possible reason for the continued delay on April 26, 2022, when the Minister of Minerals and

Energy (MME) informed Gcwihaba that part of the area included in license PL020/2018 is in

the buffer zone surrounding the Okavango Delta, a UNESCO World Heritage Property, and

that any prospec ting activities in that area would be subject to environmental assessment

measures.

On April 27, 2022, Gcwihaba promptly responded by reminding the MME that

(i) the license in question has existed in its present form since 2008, six years before

the buffer zone was established;

(ii) prior to establishment of the current buffer zone in 2014, significant exploration had

already been conducted in that area and a compliant NI 43 -101 Inferred Mineral

Resource Statement prepared by SRK was submitted to the MME identifying a

mineral resource of 441 Mt grading 29.4% Fe;

(iii) when it was established in 2014, the current buffer zone encroached on a portion

(169 Mt) of the Company’s identified mineral resource; and

(iv) the prospecting license including this area has since that time been renewed

and re-granted multiple times without any controversy.

Gcwihaba also expressed complete agreement that prospecting, and mining activities were

permitted in the buffer zone subject to various environmental standards and practices spelled

out in Botswana law, and further affirmed its commitment to comply with all such requirements

and to develop the Xaudum Iron Formation project in an environmentally friendly manner.

With apparent agreement as to the facts and applicable law, and with renewed and unequivocal

assurance from Gcwihaba that it would be sensitive to environmental issues and would fully

comply with all laws and regulations in this regard, it was expected that any concerns had been

more than addressed and that the PL020/2018 license would now be renewed in short order.

However, in a letter received on June 15, 2022, despite its earlier clear statement s to Tsodilo

that exploration and mining could be conducted in the buffer zone , and a history of similar

statements by the Botswana government in multiple earlier UNESCO filings, the Ministry

advised that the PL020/2018 license would not be renewed if it included any areas located

within the buffer zone.

In an effort to reach a mutually acceptable resolution, the Company filed a revised renewal

application reducing the buffer zone area of the license block to only an area proximate to a

paved airport landing strip, a hospital and a shopping center all established, extended or rebuilt

after 2014 and all within the buffer zone . To date, the Company has received no response to

the revised license application.

For more detailed information on all the above, and in the interest of transparency, the

Company has established a landing page regularly updated to include all records related to this

matter. Please see https://tsodiloresources.com/s/MME.asp.html.

While the bulk of the Company’s Xaudum Iron Formation resource remains free of any dispute,

the area within the buffer zone is of sufficient value that the Company believes further efforts

are appropriate to protect shareholder interest, and further believes that the conduct of the

Botswana government in connection with the license renewal process has left no recourse other

than seeking resolution in the courts. Accordingly, litigation was initiated on October 31, 2022,

see. https://tsodiloresources.com/s/BotswanaLitigation.asp.html.

James M. Bruchs, Chairman and CEO of Tsodilo, stated "there is nothing more important to a

junior mining and exploration c ompany or to a multi -national resource corporation than the

security of the tenure of its licenses. Without the sanctity of one's license, the business rationale

for investing in a country or a project is questionable. Botswana has always differentiated itself

from other countries because of its adherence to the Rule of Law and professes that adherence

to the rule of law remains a cornerstone to its development.”

“We believe this case is unique as both the government and the Company agree that mining

and exploration can exist in the buffer zone. The facts and the law are not in dispute, and yet

the license has not been renewed. We look forward to a speedy resolution of the matter in order

to continue our work of bringing one of the largest if not the largest resource project in the

country to development, creating jobs, opportunities and income for the Batswana. Our project

will be designed at inception to be part of the trend in producing high quality and high value

premium direct reduced iron feed quality products, that can be used to manufacture green steel

with reduced GHG emissions as well as potentially reducing costs and improving steel quality”,

he added.

“It is an exciting time to be developing projects in Botswana, as shown by the African Import

and Export Bank (Afreximbank) recently announced plans for a $1.5 billion economic project

package for Botswana to support key economic sectors such as mining, manufacturing,

transport and agriculture. This would be the first maj or funding facility for Botswana by the

Cairo-based multilateral lender, which last year was part of a group of banks that arranged a

$220 million facility to fund the expansion of Lucara's Karowe mine", he concluded.

XAUDUM IRON FORMATION (XIF)

About the XIF Project

• The project is located in the North -West District of Botswana and is proximate to the

Namibian border and lies twenty-two (22) miles from the town of Divundu in Namibia.

The Walvis Bay-Ndola-Lubumbashi Development Corridor (previously known as the

Trans-Caprivi) line linking Zambia and Namibia is planned to pass through Divundu ,

providing access to Walvis Bay, Namibia’s deep-sea port. The project is also located

within forty-three (43) miles of the proposed Mucusso line to Angola’s Namibe Port.

• Preliminary work on the Xaudum Iron project has defined a CIM compliant Inferred

Mineral Resource Estimate of 441 million tonnes (Mt) with an average grade of 29.4%

Fe, 41.0% SiO2, 6.1% Al2O3 and 0.3% P for the Block 1 magnetite XIF.

• Block 1 is a fraction of the potential XIF magnetite resource. An extrapolated

exploration target has defined the XIF to be in the order of 5 to 7 billion tonnes at 15 -

40% Fe. This exploration target was generated by inversion modelling of ground

magnetic geophysical data which was compared and moderated to volumes from

drilling data within Block 1 and its potential quantity and grade is conceptual in nature.

To date, there has been insufficient exploration to define a mineral resource other than

in Block 1 and it is uncertain if further exploration will result in the target being

delineated as a mineral resource. See Press Release o f 9/14/2014 on the Company’s

website for further details.

• Metallurgical magnetic separation results (Davis Tube Recovery) show that an average

concentrate of 67.2% Fe, 4.2% SiO2, 0.5% Al2O3, 0.07% P is obtained at P80 grind

size of 80 microns, although hi gher grades are possible at finer P80’s. See Press

Release of 12/17/2013 on the Company’s website.

• Further exploration will be focused on Block 2a where the Company expects an

increase in the resource.

An informational presentation of the project outlini ng more information can be found on the

Company’s website at www.tsodiloresources.com/i/pdf/Tsodilo-Iron-Project-Overview_May-

2021_Website.pdf.

More technical information can be found in a report prepared by SRK Consulting (UK) Ltd.

for Gcwihaba Resources (Pty) Ltd. titled “Mineral Resource Estimate for the Xaudum Iron

Project (Block 1), Republic of Botswana” with an effective date of August 29, 2014 and filed

on SEDAR under the Company’s profile at www.sedar.com.

About Tsodilo Resources Limited

Tsodilo Resources Limited is an international diamond and metals exploration company

engaged in the search for economic diamond, metal deposits and industrial stone at its Bosoto

(Pty) Limited ("Bosoto"), Gcwihaba Resources (Pty) Limited ("Gcwihaba") and Newdico (Pty)

Ltd. ("Newdico) projects in Botswana . The Company has a 100% stake in Bosoto (Pty) Ltd.

which holds the BK16 kimberlite project in the Orapa Kimberlite Field (OKF) in Botswana

and the PL216/2017 diamond prospection license also in the OKF. The Company has a 100%

stake in its Gcwihaba project area consisting of five metal (base, precious, platinum group, and

rare earth) prospecting licenses all located in the North -West district of Botswana. The

Company has a 100% interest in its Newdico industrial stone project located in Botswana’s

Central Di strict. Tsodilo manages the exploration of the Newdico, Gcwihaba, and Bosoto

projects. Overall supervision of the Company's exploration program is the responsibility of

McDonald Kahari (Pr. Sci. Nat.) a "qualified person" as such term is defined in Nation al

Instrument 43-101.

FOR FURTHER INFORMATION, PLEASE CONTACT:

James M. Bruchs Chairman and Chief Executive Officer [email protected]

Telephone +1 416 800 2124 Facsimile + 1 416 987 4369

Website www.TsodiloResources.com

This press release may contain forward -looking statements. All statements, other than

statements of historical fact, that address activities, events or developments that the Company

believes, expects or anticipates will or may occur in the future (including, without limitation,

statements pertaining to the use of proceeds, the impact of strategic partnerships and

statements that describe the Company's future plans, objectives or goals) are forward- looking

statements. These forward-looking statements reflect the current expectations or beliefs of the

Company based on information currently available to the Company. Forward - looking

statements are subject to a number of risks and uncertainties that may cause the actual results

of the Company to differ materially from those discussed in the forward-looking

statements, and even if such actual results are realized or substantially realized, there can be

no assurance that they will have the expected consequences to, or effects on the Company.

Factors that could cause actual results or events to differ materially from current expectations

include, among other things, cha nges in equity markets, changes in general economic

conditions, market volatility, political developments in Botswana and surrounding countries,

changes to regulations affecting the Company's activities, uncertainties relating to the

availability and costs of financing needed in the future, exploration and development risks, the

uncertainties involved in interpreting exploration results and the other risks involved in the

mineral exploration business. Any forward -looking statement speaks only as of the date on

which it is made and, except as may be required by applicable securities laws, the Company

disclaims any intent or obligation to update any forward-looking statement, whether as a result

of new information, future events or results or otherwise. Although the Company believes that

the assumptions inherent in the forward -looking statements are reasonable, forward -looking

statements are not a guarantee of future performance and accordingly undue reliance should

not be put on such statements due to the inherent uncertainty therein.

Forward-looking statements are subject to a number of risks and uncertainties that may cause

the actual results of the Company to differ materially from those discussed in the forward -

looking statements and, even if such actual results are realized or substantially realized, there

can be no assurance that they will have the expected consequences to, or effects on, the

Company. Factors that could cause actual results or events to differ materially from current

expectations include, among other things, uncertainties relating to availability and cost of

funds, timing and content of work programs, results of exploration activities, interpretation of

drilling results and other geological data, risks relating to variations in the diamond grade

and kimberlite lithologies; variations in rates of recovery and breakage; estimates of grade

and quality of diamonds, variations in diamond valuations and future diamond prices; the state

of world diamond markets, reliability of mineral property tit les, changes to regulations

affecting the Company's activities, delays in obtaining or failure to obtain required project

approvals, operational and infrastructure risk and other risks involved in the diamond

exploration and development business. Any forwa rd-looking statement speaks only as of the

date on which it is made and, except as may be required by applicable securities laws, the

Company disclaims any intent or obligation to update any forward-looking statement, whether

as a result of new information , future events or results or otherwise. Although the Company

believes that the assumptions inherent in the forward - looking statements are reasonable,

forward-looking statements are not a guarantee of future performance and accordingly undue

reliance should not be put on such statements due to their inherent uncertainty.

Neither the TSX Venture Exchange ("TSXV") nor its Regulation Services Provider (as that term

is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of

this news release. This news release may contain assumptions, estimates, and other forward -

looking statements regarding future events. Such forward-looking statements involve inherent

risks and uncertainties and are subject to factors, many of which are b eyond the Company's

control, which may cause actual results or performance to differ materially from those

currently anticipated in such statements.