Mothae Kimberlite Project Lesotho

Mothae Kimberlite Project, LesothoIndependent Technical ReportPrepared by MSA Geoservices (Pty) Ltd on behalf of:Motapa Diamonds Inc

Mothae Kimberlite Project, LesothoIndependent Technical Report, 12 February 2007Prepared by MSA Geoservices (Pty) Ltd on behalf of:Motapa Diamonds IncAuthor(s):Norman Lock Principal Consultant - Diamonds (BSc, PhD,CGeol FGS, MGSSA, PrSciNat)Date: 12 February 2007Project Code: 394Copies: Motapa Diamonds Inc (2)MSA Geoservices (Pty) Ltd (1)“N.P. LOCK”“K. SCOTT”Primary AuthorNorman LockSupervising PrincipalKeith ScottThis document has been prepared for the exclusive use of Motapa Diamonds Inc (Motapa) on the basis ofinstructions, information and data supplied by them.D:\Norman's Work Folder\Projects\394\Report Preparation\Motapa_Diamonds_Mothae_Review_43-101.v4(SEDAR).doc

Table of Contents1 Summary............................................................................................................................................. i1.1 Property, Location and Ownership............................................................................................ i1.2 Geology and Mineralisation....................................................................................................... i1.3 Exploration Concept ..................................................................................................................ii1.4 Status of Exploration .................................................................................................................ii1.5 Conclusions and Recommendations........................................................................................iii2 Introduction....................................................................................................................................... 12.1 Scope of the Report.................................................................................................................. 12.2 Principal Sources of Information .............................................................................................. 22.3 Qualifications and Experience.................................................................................................. 22.4 Independence........................................................................................................................... 33 Reliance on Other Experts............................................................................................................... 44 Property Description and Location................................................................................................. 55 Accessibility, Climate, Local Resources, Infrastructure and Physiography.............................. 85.1 Access ...................................................................................................................................... 85.2 Climate...................................................................................................................................... 85.3 Local Resources and Infrastructure ......................................................................................... 85.4 Physiography............................................................................................................................ 86 History................................................................................................................................................ 97 Geological Setting .......................................................................................................................... 137.1 Regional Geology ................................................................................................................... 137.2 The Kimberlite Intrusions........................................................................................................ 138 Deposit Types ................................................................................................................................. 159 Mineralisation.................................................................................................................................. 1610 Exploration ...................................................................................................................................... 1710.1 Ground Geophysics................................................................................................................ 1710.2 Pitting...................................................................................................................................... 2210.3 Laboratory Processing and Mineral Chemistry ...................................................................... 2710.3.1 Batch 1....................................................................................................................... 2710.3.2 Batch 2....................................................................................................................... 2811 Drilling.............................................................................................................................................. 2912 Sampling Method and Approach .................................................................................................. 3013 Sample Preparation, Analyses and Security ............................................................................... 3113.1 Preparation of Samples in the Field ....................................................................................... 3113.2 Sample Transportation ...........................................................................................................3113.3 Laboratory Sample Preparation ............................................................................................. 3114 Data Verification ............................................................................................................................. 3515 Adjacent Properties........................................................................................................................ 36Mothae Kimberlite Project, LesothoIndependent Technical Report – 12 February 2007

15.1 Letseng Diamond Mine........................................................................................................... 3615.2 Liqhobong Diamond Mine ...................................................................................................... 3716 Mineral Processing and Metallurgical testing ............................................................................. 3817 Mineral Resource and Mineral Reserve Estimates ..................................................................... 4318 Other Relevant Data and Information ........................................................................................... 4419 Interpretation and Conclusions .................................................................................................... 4520 Recommendations.......................................................................................................................... 4720.1 Evaluation of Mothae Kimberlite............................................................................................. 4720.2 Regional kimberlite exploration .............................................................................................. 4820.3 Adoption of Bulk Sample Plan................................................................................................ 4921 References....................................................................................................................................... 5422 Date and Signature Page ............................................................................................................... 5623 Additional Requirements for Technical Reports on Development Properties and ProductionProperties ........................................................................................................................................ 5723.1 Mining Operations .................................................................................................................. 5723.2 Recoverability ......................................................................................................................... 5723.3 Markets................................................................................................................................... 5723.4 Contracts ................................................................................................................................ 5823.5 Environmental Considerations ............................................................................................... 5823.6 Taxes ...................................................................................................................................... 5923.7 Capital and Operating Cost Estimates ................................................................................... 59List of TablesTable 4-1 Motapa Exploration Ltd - Tenure Schedule 7Table 6-1 Characteristics of Kimberlites from Pits at Mothae (from Nixon,1973) 12Table 10-1 Comparative KIM Recoveries, Letseng and Mothae 27Table 13-1 Elements included in routine microprobe analysis of minerals 33Table 20-1 Motapa Diamonds Inc - Committed Exploration Expenditure Years 1 & 2 49Table 20-2 Motapa Diamonds Inc – Proposed Evaluation Programme Cost Estimate 53List of FiguresFigure 1-1 Motapa Exploration Ltd – Mothae Project AreaiMothae Kimberlite Project, LesothoIndependent Technical Report – 12 February 2007

Figure 4-1 Motapa Exploration – Mothae Prospecting Licence PL01 6Figure 6-1 Figure 10 from Bleackley and Workman (1964) to show pit locations 9Figure 6-2 Figure 6 from Nixon (1973) to show pit locations 11Figure 10-1 Bouguer Gravity (left) and Gravity Interpretation of Mothae Kimberlite (right) 18Figure 10-2 Mothae Kimberlite Total Magnetic Intensity Map 19Figure 10-3 Horizontal Loop Electromagnetic (HLEM) Map and Conductive Zone Boundaries 20Figure 10-4 Interpreted Mothae Kimberlite Boundary and Internal Phases 21Figure 10-5 Mothae Kimberlite – Pit Locations 22Figure 10-6 Mothae Kimberlite – View NE from old tailings showing Pits and Trench 23Figure 10-7 Tuffisitic Kimberlite Breccia (TKB) with Magmaclastic Texture of Pelletal Lapilli 24Figure 10-8 Mothae Kimberlite – View SW along Trench with Basalt Contact on left. 25Figure 10-9 “Floating Reef” Kimberlite Breccia enclosed in Type VI kimberlite. 26Figure 10-10 Compositions of Mothae Garnets compared to Letseng Garnets 28Figure 16-1 Gemcore - Sampling Plant Design 39Figure 16-2 Metcon Plant Design – Sampling Plant 40Figure 16-3 Metcon Plant Design – Recovery Plant 41Figure 20-1 Possible Site Layout for Mothae Bulk Sample Programme 50Figure 20-2 Conceptual Flowsheet of Proposed Plant 52List of AppendicesAppendix 1 : Résumé of Dr Norman LockAppendix 2 : Certificate of AuthorMothae Kimberlite Project, LesothoIndependent Technical Report – 12 February 2007

1 SUMMARY1.1 Property, Location and OwnershipMotapa Diamonds Inc (Motapa) has commissioned MSA Geoservices (Pty) Ltd (MSA)to prepare an Independent Technical Report on the company’s Mothae KimberliteProject in the Kingdom of Lesotho (Lesotho). This report on the Mothae KimberliteProject is to comply with disclosure and reporting requirements set forth in the TSX -Venture Exchange (TSX – V) Corporate Finance Manual, National Instrument 43-101,Companion Policy 43-101CP, and Form 43-101F1.Motapa holds a Prospecting Licence totalling some 24.7 km 2 in the Maluti Mountains ofLesotho, southern Africa.Figure 1-1Motapa Exploration Ltd – Mothae Project Area28°30'27°30'28°00'28°30'29°00'28°30'LEGENDMothae Project AreaSOUTH AFRICA%U Capital city#S#S#S#S#STowns & settlements#S#S#SRoads29°00'#S#S#S#S#S#S#S#SMothae Project Area#S#SMothae29°00'Country borderRiversReservoirs#S#S#S#S#S#S#S#S%U #SMaseru#SLESOTHO#S#S#S#S29°30'#S#S#S29°30'#S#S#SN#S#S27°30'28°00'28°30'20 0 20 40 Kilometers29°00'1.2 Geology and MineralisationThe geology of Lesotho is dominated by the basaltic Drakensberg Group lavas(187 Ma to 155 Ma) of the Karoo Supergroup. These rocks comprise an impressiverange of high plateau mountains well known as the Drakensberg in South Africa andthe Maluti Mountains in Lesotho. Thaba Ntlenyana is the highest peak at 3 482 m.Mothae Kimberlite Project, LesothoIndependent Technical Report – 12 February 2007Page: i

Underlying the basalts in the western lowlands is a thick sequence of clasticsediments. These rocks do not outcrop in the mountains but may appear as countryrock inclusions in the numerous Cretaceous-age kimberlite pipes that have beendiscovered in northern Lesotho. The current erosion level in the Lesotho highlandsplaces the original emplacement surface of these kimberlites some 600 m above thepresent surface at Mothae, the kimberlite subject of this report.The Mothae kimberlite was discovered in 1961 and received cursory early economicevaluation by Jack Scott at that time. A favourable grade of 21.7 ct/100t was achievedfrom an 85 t sample of soft surface kimberlite but the grade dropped to about 1 ct/100tin the underlying ‘blue ground’.Lonrho Ltd conducted a more methodical evaluation study in the late 1960s, early1970s. Drilling to delineate the kimberlite and bulk sampling with a DMS plant wasundertaken. A bi-lobate kimberlite pipe of about 8.8 ha was reported and about 300 ctof diamond were recovered from between 10 000 t and 20 000 t. An overall grade of2.28 ct/100t was determined and the property was abandoned as uneconomic at thattime. The diamonds were described as brown with common silver grey colours andpale yellow. Octahedral to dodecahedral shapes were recognised with 20% maclesand up to 50% broken fragments. An average recovered stone size of 0.1 ct/st wasreported but this is difficult to reconcile with Plate 13B (Nixon, 1973) where a largeraverage is discernible.1.3 Exploration ConceptThe Motapa exploration model favours a Letseng-like diamond value and grade for theMothae kimberlite. This requires that a high value, low grade diamond deposit will bedemonstrated. The Letseng Diamond Mine is an adjacent property currently inproduction at a rate of 2.6 Mt/y, rising to 5.2 Mt/y by 2008. Letseng diamond grade is avery low 1.9 ct/100t, but the extraordinary value of USD1 380/ct complements this toprovide an ore value of USD26/t. An operating cost of USD12/t is reported. The newowner of Letseng Diamond Mine, Gem Diamond Mining Company, is now trading onthe Main Market of the London Stock Exchange.The aggressive two year programme has been designed to test this model.Regional exploration will also be conducted within the Prospecting Licence area but willnot divert attention from the primary objective.1.4 Status of ExplorationThe exploration and evaluation programme envisages the establishment of ageological model through the compilation of any available historic information togetherwith the acquisition of new geological and geophysical data.A ground geophysical survey comprising gravity, magnetic and electromagneticsurveys has been completed, a kimberlite pipe boundary has been delineated andinternal possible kimberlite lithological variations identified.Mothae Kimberlite Project, LesothoIndependent Technical Report – 12 February 2007Page: ii

Surface pitting has provided material to characterise kimberlite lithologies and todetermine diamond potential by assessing the chemical analyses of the kimberliteindicator minerals (KIMs) from mineral chemical analyses. This work is in progresswith the early results comparing favourably with Letseng.Diamond plant metallurgists and contractors have been invited to design and providecost estimates for a 100 000 t to 200 000 t bulk sample programme based on densemedia separation (DMS) and X-Ray recovery technology. An overriding considerationhas been to ensure that large diamonds can be effectively and securely recovered. Analternative process using a 20 t/h DMS plant and grease belt recovery to treat an initial30 000 t bulk sample is being adopted by Motapa. An expected 750 ct recovery willtrigger a further 70 000 t bulk sample treatment. A 2 500 ct diamond parcel will besufficient for valuation purposes to the level of confidence appropriate to an InferredDiamond Resource. A parallel core drilling programme to delineate the pipedimensions to about 200 m depth will facilitate the declaration of an Inferred DiamondResource.1.5 Conclusions and RecommendationsAn ambitious programme to evaluate the diamond potential of the Mothae kimberlitepipe has commenced. Geophysical and geological field surveys have delineated thesurface extent of the kimberlite body (8.8 ha) and provided a possible shape at depth,and between the lobes. A conceptual 35 Mt to 200 m depth may be visualised.Geological mapping has identified lithological variations within the pipe and the firstqualitative indication of diamond potential has been interpreted from mineral chemicalanalysis.The current erosion level exposes tuffisitic kimberlite breccia (TKB) as the majorlithology. Nevertheless there are important lithologic variations that may haveeconomic significance. In particular, mantle peridotite-rich parts of the pipe may havepositive implications to diamond grade.The Motapa evaluation strategy is based on a Letseng-like model and a bulk sampleprogramme is being designed to test this model. The outcome of the full programmewill be the recovery of over 2 000 ct of diamond that can be valued; grade variationsfrom surface pits and trenches will also be recognised and an Inferred DiamondResource estimate should be possible. Fewer diamonds will be recovered if only a30 000 t bulk sample programme is completed but a preliminary revenue model shouldstill be achievable.Motapa is committed to a specific work programme in terms of its Prospecting Licenceand has carried out the major part of the first year’s commitment. The breakdown ofthis programme and the costs are shown in Table 20-1 and the total committed cost isUSD2.57 M over the 24 month period to 15 June 2008.MSA considers that the proposed exploration strategy is consistent with the potential ofthe project and that the proposed schedules are achievable. Similarly, MSA considersMothae Kimberlite Project, LesothoIndependent Technical Report – 12 February 2007Page: iii

that the committed tenure expenditure is consistent with the proposed programme; theactual budgets will prove adequate to meet these minimum expenditure requirements.It is considered highly likely that the actual bulk sample programme costs will differsignificantly from the tenure commitment.Motapa has considered proposals from independent contractors and has adopted aphased variation of these proposals. An initial 30 000 t bulk sample will be treatedthrough a 20 t/h DMS plant, with grease belt diamond recovery; an anticipated 750 ctdiamond recovery will trigger a further 70 000 t bulk sample yielding an aggregateestimated 2 500 ct of diamond. Concurrently with phase two of this programme, a coredrilling programme will be undertaken.In the event the full programme is implemented, integration of all the geologicinformation, together with grade and value results, may be expected to achievesufficient confidence for the estimation and declaration of an Inferred DiamondResource.Motapa has engaged independent consultants and contractors to implement thisprogramme on a fully outsourced basis. Motapa’s estimated budget for the proposedevaluation programme is USD3.91M for the 30 000 t Phase 1 bulk sample, followed byan additional USD4.00M for the 70 000 t follow on bulk sample. The total ofUSD7.91M has been reviewed by MSA Geoservices and is considered adequate forthe projected expenditures.Mothae Kimberlite Project, LesothoIndependent Technical Report – 12 February 2007Page: iv

2 INTRODUCTION2.1 Scope of the ReportMSA Geoservices (Pty) Ltd (“MSA”) has been commissioned by Motapa Diamonds Inc(“Motapa”) to provide an Independent Technical Report on the Company’s MothaeKimberlite Project in the Kingdom of Lesotho (Lesotho). This report is to comply withdisclosure and reporting requirements set forth in the Toronto Venture Exchange (TSX-V) Corporate Finance Manual, National Instrument 43-101, Companion Policy 43-101CP, and Form 43-101F1.The report complies with Canadian National Instrument 43-101, for the ‘Standards ofDisclosure for Mineral Projects’ of January 2006 (the Instrument) and the MineralResource and Reserve classifications adopted by CIM Council in August 2000.The report has also been prepared in accordance with the Code for Reporting ofMineral Exploration Results, Mineral Resources and Mineral Reserves (The ReportingCode), prepared by the IMMM working group in the UK, which is binding on membersof the IMMM, the European Federation of Geologists (EFG), the Geological Society ofLondon (GSL) and the Institute of Geologists of Ireland (IGI). Dr Lock is a CharteredGeologist and Fellow of the Geological Society of London.The Motapa property is understood to consist of a Prospecting Licence. MSA has notindependently verified the legal status of this Licence. The present status of thetenement listed in this report is based on information provided by the Company, andthe report has been prepared on the assumption that the tenement is, or will prove,lawfully accessible for evaluation.The Company’s mineral property is considered to represent an “Advanced ExplorationProject” which is inherently speculative in nature. However, MSA considers that theproperty has been acquired on the basis of sound technical merit. The property is alsogenerally considered to be sufficiently prospective, subject to varying degrees ofexploration risk, to warrant further exploration and assessment of its economicpotential, consistent with the proposed programmes.Committed exploration and evaluation programme costs are summarised in Table 20-1.The Company is aiming to raise funds in a Private Placement to implement itsexploration and evaluation programme. The funds raised in the placement areunderstood by MSA to be committed to the exploration and development of theCompany’s mineral property in Lesotho.The Company has prepared a staged exploration and evaluation programme, specificto the potential of the project, which is consistent with the budget allocation. MSAconsiders that the Mothae Kimberlite Project has sufficient technical merit to justify theproposed programme and associated expenditure. The proposed Year 1 and 2exploration budgets exceed the minimum annual statutory expenditure commitment onthe granted Prospecting Licence. It is logical and prudent, however, that as the resultsof initial exploration are evaluated, future programme commitments should beMothae Kimberlite Project, Lesotho Page: 1Independent Technical Report – 12 February 2007

continuously reviewed. In this manner the statutory exploration expenditurecommitment will be achieved.The Independent Technical Report has been prepared on information available up toand including 31 January 2007. MSA has provided consent for the inclusion of theIndependent Technical Report in the Prospectus for the Private Placement, and hasnot withdrawn that consent prior to lodgement.All monetary figures included in this report are expressed in United States of Americadollars (USD) unless otherwise stated. The International System of Units (SI) and theSI writing style is used for all metric measurements.2.2 Principal Sources of InformationMSA has based its review of the Mothae Kimberlite Project on information provided byMotapa, along with technical reports by Government agencies and previous tenementsholders, and other relevant published and unpublished data. The conclusionsexpressed in this report are therefore only valid for the date of this report and maychange with time in response to variations in economic, market, legal or politicalfactors, in addition to on-going exploration results. A listing of the principal sources ofinformation is included in Section 21 of this Independent Technical Report.The Reporting Code, which is binding upon Chartered Geologists of the GeologicalSociety of London, require that a site visit be undertaken to the projects or assetsunless there are compelling reasons not to do so, or that the technical assessment willnot be significantly enhanced by such a visit.In this instance, a site visit was undertaken to the Mothae Kimberlite Project by theauthor from 3 January to 4 January 2007. The property location is already well knownto the author who has previously worked at the neighbouring Letseng Diamond Mineand visited Mothae on several occasions.In addition to the site visit, we have endeavoured, by making all reasonable enquiries,to confirm the authenticity and completeness of the technical data upon which theIndependent Technical Report is based. A final draft of the report was also provided tothe Company, along with a written request to identify any material errors or omissionsprior to lodgement.2.3 Qualifications and ExperienceMSA is an exploration, mining and resource consulting firm, which has been providingservices and advice to the international mineral industry and financial institutions since1983.This report has been compiled by Dr Norman Lock, Principal Consultant - Diamondswith MSA Geoservices (Pty) Ltd. He is a professional geologist with over 34 year’sexperience, the majority of which has involved the exploration and evaluation ofdiamond properties, primarily within southern Africa, including credit for the discoveryof the Jwaneng diamond deposit in Botswana. He is a Chartered Geologist and FellowMothae Kimberlite Project, Lesotho Page: 2Independent Technical Report – 12 February 2007

(CGeol FGS) of the Geological Society of London and a Professional Natural Scientist(PrSciNat) registered with the South African Council for Natural Scientific Professions.Both these institutions are Recognised Overseas Professional Organisations (‘ROPO’)with National Instrument 43 - 101. Dr Lock has the appropriate relevant qualifications,experience, competence and independence to act as a “Qualified Person” as that termis defined in National Instrument 43-101 (Standards of Disclosure for Mineral Projects).Dr Lock’s Résumé is attached as Appendix 2. Dr Lock is also a Member of theGeological Society of South Africa. As a Chartered Geologist, Dr Lock also has theappropriate relevant qualifications experience, competence and independence to beconsidered a “Competent Person” under the Reporting Code.Peer review has been undertaken by Mr Keith Scott, who is Managing Director of MSA.2.4 IndependenceNeither MSA, nor the authors of this report, have or have had previously, any materialinterest in Motapa or the mineral properties in which Motapa has an interest. Ourrelationship with Motapa is solely one of professional association between client andindependent consultant. This report is prepared in return for professional fees basedupon agreed commercial rates and the payment of these fees is in no way contingenton the results of this report.Mothae Kimberlite Project, Lesotho Page: 3Independent Technical Report – 12 February 2007

3 RELIANCE ON OTHER EXPERTSThe Mothae Kimberlite Project is understood to consist of one granted ProspectingLicence, covering an area of 24.7 km 2 issued in terms of legal code of the Kingdom ofLesotho.MSA Geoservices has not independently verified, nor is it qualified to verify, the legalstatus of this concession. The present status of the concession listed in this report isbased on information and copies of documents provided by Motapa, and the report hasbeen prepared on the assumption that the concessions will prove lawfully accessiblefor evaluation.Similarly, neither MSA Geoservices nor the authors of this report are qualified toprovide comment on environmental issues associated with the Mothae KimberliteProject.No warranty or guarantee, be it express or implied, is made by MSA Geoservices withrespect to the completeness or accuracy of the legal or environmental aspects of thisdocument. MSA Geoservices does not undertake or accept any responsibility orliability in any way whatsoever to any person or entity in respect of these parts of thisdocument, or any errors in or omissions from it, whether arising from negligence or anyother basis in law whatsoever.Mothae Kimberlite Project, Lesotho Page: 4Independent Technical Report – 12 February 2007

4 PROPERTY DESCRIPTION AND LOCATIONLesotho is completely surrounded by the Republic of South Africa with an area of30 355 km 2 . The most notable geographic fact about Lesotho is that it is the onlyindependent state in the world that lies entirely above 1 000 m in elevation. Its lowestpoint is 1 400 m, and over 80% of the country lies above 1 800 m. The country isgeographically divided into the Western Lowlands which consist of undulating basinsand plains that cover 25% of the land area; the cave sandstone terrace which is anintermediate region between the highlands and the lowlands; and the EasternHighlands which include the Maluti Mountains and Thabana Ntlenyana (3 490 m), thecountry's and southern Africa’s highest point. The country is drained by tributaries ofthe Orange, Caledon and Tugela Rivers. The capital Maseru has a population of109,400 out of a country total of 2.2 M.Settlement in Lesotho is unevenly distributed with the majority living in the Westernlowlands. The HIV/Aids pandemic has impacted heavily on Lesotho which, at 29%,has one of the highest infection rates in the world. Generally the socio-economicinfrastructure of Lesotho is poor and the country is ranked 149 out of 177 countries bythe UN in that organisation’s human development index (for comparison, South Africawas ranked 121).The Lesotho currency is called a Loti (M or LSL, plural Maloti). The Loti is linked on apar with the South African Rand. As at the 12 February 2007, the exchange rate wasUSD1 = LSL7.24. The average for the last 12 months has been USD1 = LSL6.91565.The property is subject to the Lesotho mining code as promulgated in the Mines andMinerals Act (Act No 4 of 2005). The salient points of this act are:-• Ownership of all minerals is vested in the Basotho Nation• Mineral title in the form of Licences is granted by the Minister responsible forMining• The two types of mineral title relevant to this project are:Prospecting Licenses that are issued for two years, renewable for furtherperiods of one year each. A Prospecting License may have a maximum areaof 25 km 2 on issue, and must be reduced by 50% at the time of each renewalMining Licenses may be granted to Lesotho registered companies forperiods up to 10 years, renewable for further periods of 10 years at a time.Standard terms and conditions govern the grant of Mining Licenses. In thecase of diamonds the special circumstances are guided by “case by case”negotiations in good faith, between government and the applicant coveringall technical, financial and commercial aspects including governmentparticipation. With all other minerals, the government has an option toacquire up to a 20% participating interest in the mine. The specialnegotiation procedure for diamonds has followed a similar provision in theBotswana mining code. Mining Licenses may be transferred, assigned orotherwise encumbered on approval by the MinisterMothae Kimberlite Project, Lesotho Page: 5Independent Technical Report – 12 February 2007

• The current annual license fees are:-Prospecting Licenses LSL5.00/km 2 (minimum LSL1 000.00 for all mineralsexcept industrial minerals) Mining Licenses LSL0.05/m 2• Royalties are fixed in law at 10% for precious stones and 3% for all otherminerals. The law allows for deferred payment of royalties on application. Otherfinancial matters are required under the Tax Act or other legislation, unless suchmatters are part of a negotiated diamond Mining License.The mineral concession holder will fulfil his Environmental Obligations by conductingoperations in accordance with the law in force from time to time in Lesotho and goodmining industry practice. Applicants for Mining Licenses will be required to obtain anEnvironmental Impact Assessment Licence from the relevant authority. There is acodified process for failure to fulfil obligations with regard to Wasteful Mining orTreatment Practises.Figure 4-1Motapa Exploration – Mothae Prospecting Licence PL01Mothae Kimberlite Project, Lesotho Page: 6Independent Technical Report – 12 February 2007

Table 4-1Motapa Exploration Ltd - Tenure SchedulePL No Equityinterest (%)DateawardedDate ofexpiryArea(km 2 )Expenditurecommitment(year1)Expenditurecommitment(year2)PL01 100% 15 June 2006 15 June 2008 24.7 LSL8 M LSL10.75 MMotapa Exploration Ltd was issued a Prospecting Licence (PL01) dated 15 June 2006and valid for two years (Figure 4-1 and Table 4-1). Motapa has 100% title to thisProspecting Licence that is in place and active. The area of this licence is 24.7km 2 .The geographic grid coordinates are recorded in the Annexure I to the licence but arenot located with beacons on the ground.Annexure II records the minimum annual expenditure and proposed programme ofprospecting operations. Motapa have committed to annual expenditures of LSL8 Mand LSL10.75 M in years one and two respectively. The proposed programmes aresummarised thus:Year 1Evaluation of Mothae Kimberlite• Detailed review of available records• Development of a geological model of the kimberlite• Initial assessment of grade and grade variabilityRegional kimberlite explorationYear 2Evaluation of Mothae KimberliteRegional kimberlite explorationMothae Kimberlite Project, Lesotho Page: 7Independent Technical Report – 12 February 2007

5 ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE ANDPHYSIOGRAPHY5.1 AccessThe Mothae Kimberlite Project is located in northeast Lesotho approximately 150 kmnortheast of Maseru, the capital of Lesotho, at 2 900 m altitude amsl and approximatelylatitude 28°58'S and longitude 28°48'E. Access is locally by gravel road from the maintar road through the mountains of northern Lesotho that passes the nearby LetsengDiamond Mine.5.2 ClimateThe Mothae Kimberlite Project is positioned on the undulating highland plateau ofLesotho that enjoys a cool subtropical continental climate with a summer rainy seasonfrom October to March and a cold, dry winter. Average precipitation may exceed1 000 mm and the temperature only rarely exceeds 25°C in summer. The weather isunpredictable with, often, several changes from sunny to windy, rainy, sleet and snowin a single day. Winters are usually dry, but any precipitation occurs as snow whichmay lie on southward facing slopes for several months. Winter night-time temperaturesmay drop as low as -20°C and frost may occur for nearly six months in the year.5.3 Local Resources and InfrastructureThe Mothae Kimberlite Project area is served by a modest infrastructure. A smallairstrip at the Letseng Diamond Mine may be available by special arrangement. Theonly road route is sealed but follows a tortuous course up the Moteng Pass into themountains and may be subject to temporary closure due to land slides, winter snow,erosion or frost heave. The final 4.5 km follows a steep gravel road recently re-surfacedby Motapa. Power is available proximal to the project through from a line originallyerected to serve the Letseng Diamond Mine. Surface (and underground) water isabundant in the area but will require expensive measures to pipe to the project. Thesmall local tourism industry and pastoral activities are promoting the improvement ofinfrastructure.5.4 PhysiographyLesotho is a grassland country that is notable for the almost complete absence ofnatural trees, especially in the highlands. The high plateau at 3 000 m altitude ischaracterised by alpine grassland with sporadic scrub in more sheltered areas andvalleys. Boggy swamps (or “sponges”) are quite common in the mountains, especiallyat the heads of valleys and overlying kimberlite pipes (as at Mothae). These usuallycomprise gravel, a thick soil horizon and surface peat.Mothae Kimberlite Project, Lesotho Page: 8Independent Technical Report – 12 February 2007

6 HISTORYThe Mothae kimberlite pipe was found in 1961 by Basutoland Diamonds Ltd. Therecovery of kimberlite indicator minerals in stream gravel wash downstream from thepipe was traced back to the source in a similar manner to other discoveries at thattime. No reports of this work are available but it is reported that local artisanal minersworked the property for a while before any evaluation programme commenced.Colonel Jack Scott conducted diamond prospecting in Basutoland in the 1950s and1960s with some technical success. Mothae was examined and several pits wereexcavated. The kimberlite material was processed through a portable, hand operated4 ft rotary pan. The results were reported by Bleackley and Workman (1964) andMeaton (1966). At that time it appears that two separate kimberlite pipes (Figure 6-1)were recognised (“Moteanyane” in the north and “Motai” in the south).Figure 6-1Figure 10 from Bleackley and Workman (1964) to show pit locationsMothae Kimberlite Project, Lesotho Page: 9Independent Technical Report – 12 February 2007

Diamond recoveries were modest and appeared to diminish dramatically in theunderlying harder “blue ground” kimberlite. Motai yielded 16 ct/100 loads(21.7 ct/100t) 1 from 136 loads (85 t) of “brown” kimberlite; this was probably the nearsurface weathered yellow ground. The massive, presumably blue ground, kimberliteonly yielded 0.72 ct/100 loads (1.16 ct/100t) from 206 loads (152 t) washed. ForMoteanyane a meagre 0.53 ct/100 loads were estimated from 84 loads washed.These results cannot be relied upon and are not in accordance with NationalInstrument 43-101.1 Wagner (1914) stated “A load is generally taken to be equal to 10 cubic feet of solid blue ground.”Using an assumed density of 2.6 t/m 3 , a load can be estimated at about 0.74 t of blue ground. Oxidisedyellow ground has a lower density for which a load may be equivalent to less than 0.7 t.Mothae Kimberlite Project, Lesotho Page: 10Independent Technical Report – 12 February 2007

Subsequently, Lonrho Ltd carried out a more methodical evaluation that includedexcavating 12 pits (Figure 6-2) of 6 m diameter to 24 m depth. A bi-lobate pipe ofabout 8.8 ha was mapped out at surface. The upper 180 m of the pipe was delineatedfrom pitting and drilling, and supplemented by ground magnetic surveying. No recordsof this work are available except the brief summary provided by Nixon in the book“Lesotho Kimberlites” published at the time of the First International KimberliteConference in 1973.Figure 6-2Figure 6 from Nixon (1973) to show pit locationsTable 6-1 is simplified from Nixon (1973) to show the nature of the geological mappingundertaken at that time and the diamond grades achieved in the 12 pits. It is notpossible to unravel the information further except to the extent that the described pitdimensions and the present day tailings dump confirm total kimberlite excavation ofbetween 10 000 t and 20 000 t. The report comments that this programme “… provedthe pipe to be uneconomic having an overall grade of 2,28 carats per 100 metric tons.”A diamond recovery of the order of only 300 ct is indicated from these numbers.T.K. Whitelock (in Nixon, 1973) has described the diamonds as “… generally brown butsilver-grey stones are common. The lightest colours are in the pale yellow range.” Theforms are transitional between octahedra and dodecahedra. Macles make up 20% ofthe sample and broken fragments about 50%. The size of this sample parcel is tooMothae Kimberlite Project, Lesotho Page: 11Independent Technical Report – 12 February 2007

small for characterising the diamond assortment and value, though the diamond sizefrequency distribution (SFD) may have been adequate if the original data were stillavailable.Although it is reported that the stones have a small average size of 0.1 ct/st, this isdifficult to reconcile with the photograph (Plate 12B of Nixon, 1973) of recovereddiamonds from pit 12.PitTable 6-1Characteristics of Kimberlites from Pits at Mothae (from Nixon,1973)Colour ofkimberliteXenoliths(mainly basalt with somesandstone and shale)Ultrabasic nodulesHeavy mineral wash(garnet, ilmenite,pyroxene, olivine)Diamond(ct/100t)1 green xxx xxx xxx 4.742pale greenwithferruginousrindsxxx some xenoliths xx xx 4.953 dark green xxx xx xx 2.604blue-green togreyxxx (chlorite reaction rimspresent)xx xx 1.305 blue-grey xxx xx xxx 2.036 blue-grey xx xx xxx 1.947 Khaki xx xx xxxx 1.328 blue-khaki xxx xxxx xx 1.689 khaki-green xxx xx xx 0.8010 khaki-green xxxx, mainly basalt x xx 0.2711 dark green xxx, mainly basalt xx xx 1.6612 khaki-green xxxx, mainly basalt xx xx 2.52Relative abundance of inclusions: x = rare; xxxx = abundant.The four different varieties of kimberlite, each represented by three pits, are subdivided by horizontal lines. Most of thedata is by courtesy of Lonrho Ltd, TK. Whitelock and DG. Rolfe.These results cannot be relied upon and are not in accordance with NationalInstrument 43-101.Mothae Kimberlite Project, Lesotho Page: 12Independent Technical Report – 12 February 2007

7 GEOLOGICAL SETTING7.1 Regional GeologyThe rocks exposed in Lesotho, belong mainly to the upper part of the KarooSupergroup (Carboniferous to Jurassic) which covers vast areas of south and centralAfrica (see Haughton, 1969). This widespread series of rocks consist of flat-lyingconformable sandstones and shales extensively intruded by dolerite dykes and overlainby vast outpourings of basaltic lavas.In Lesotho most of these rocks have been assigned to the Drakensberg Group,Clarens Formation and Molteno Formation. The Molteno Formation is composed ofmassive white grits and sandstones with occasional shaly layers (rarely carbonaceous)followed by red beds composed of varicoloured sandstones, alternating with red, greenand purple shales, and mudstones. Carbonaceous beds are absent and reptile fossilsare abundant. The overlying Clarens Formation (traditional Cave sandstone) iscomposed of massive, fine grained, aeolian sandstones. The Drakensberg Group(Stormberg lavas) comprises the fullest sequence of basaltic rocks (>1 600 m) anddolerite intrusions exposed in southern Africa. These lavas are tholeiitic in compositionand are chemically comparable to the dolerites with an indicated age range from187 Ma to 155 Ma, or younger for the flows on the highest peak (Thaba Ntlenyana) at3 482 m.7.2 The Kimberlite IntrusionsThe concentration of kimberlite pipes and dykes in Lesotho is among the highest in theworld. Many of these kimberlites have been studied because of the fascinating suite ofmantle peridotites that they contain. Others have received periodic economicinvestigation; interest in Lesotho diamonds includes the Letseng, Kao and Liqhobongkimberlites, in addition to the current study of Mothae.The kimberlite intrusions in Lesotho post-date the Karoo Supergroup and have beengenerally accepted as of Cretaceous age (Haughton, 1969). However, the oldest ageof a post-Karoo kimberlite in southern Africa (150 Ma at Swartruggens), is very close inage to the youngest Karoo basalt. An isotopic age of 87 Ma was obtained for theMothae kimberlite (Davis, 1977) and other South African kimberlites group in the range82 Ma to 96 Ma.Near-surface structural control has imposed a pronounced west-northwest trend on thekimberlite emplacement. This trend is displayed by fractures along which dolerite andkimberlite dykes have been intruded. The kimberlite pipes lie on the same westnorthwesttrend and often occur associated with a pre-existing dyke (Dempster andRichard, 1973). However the position of the pipes along these dykes usually does notrelate to any obvious cross-cutting structural control and may reflect the location ofdeep seated fractures.The traditional model of a kimberlite pipe places the current erosion level in theLesotho highlands close to the original emplacement surface. The highest peak inMothae Kimberlite Project, Lesotho Page: 13Independent Technical Report – 12 February 2007

Lesotho is Thabana Ntleyana (3 490 m), nearly 500 m above the elevation of Letseng,the highest exposed kimberlite. Thus some 600 m of erosion may have stripped theupper portions of the Letseng and Mothae kimberlites.The Lesotho kimberlite pipes contain abundant inclusions of the Karoo Supergrouplavas and sediments, as well as fragments of unexposed basement terrain and mantlederivednodules.Mothae Kimberlite Project, Lesotho Page: 14Independent Technical Report – 12 February 2007

8 DEPOSIT TYPESDiamonds are a high-pressure (~50 Kbar) and temperature (~1 200°C) variety ofcarbon, which form at depths of at least 150 km below the earth’s surface. Kimberliterock was named after the host rock to diamonds mined in the volcanic pipes of theKimberley (Northern Cape Province) Mines in South Africa.Economically diamondiferous kimberlites have to date only been found within ArchaeanCratons associated with deep, cool mantle rocks. This observation has become knownas “Clifford’s Rule”. Economically diamondiferous lamproites occur on the margins ofthese cratons. An Archaean Craton is that area of crystalline continental core (orShield) greater than 2 500 Ma in age, which has remained essentially undisturbed byyounger tectonism. Cratons, which typically occupy the ancient cores of continentalblocks, are characterised by:-• Old and stable Archaean (>2 500 Ma) platforms;• Thick lithospheric roots;• Relatively thick crust; and• Low geothermal gradients compared to younger terrains or oceanic areas.Kimberlite and lamproite originate at depth in the asthenosphere (150 km to 300 km)and the rapidly ascending magma entrains a variety of foreign rocks and minerals(xenoliths and xenocrysts) from the substrate. Among these minerals are garnet,ilmenite, chromite and diamond.Transport of entrained diamonds to the surface has to be rapid in order to prevent theirresorption or transformation to graphite as the pressure is released. Kimberlite andlamproite are volatile-rich (CO 2 ) magmas that makes this rapid transport possible. Theexplosive breakthrough to surface by the kimberlite may commence at a depth of 2 kmto 3 km, giving rise to the characteristic carrot shaped pipe (or diatreme) of the typelocality. Within larger, preserved bodies, a crater lake may accumulate in the volcaniccone.Experience confirms that the overwhelming majority of world-class diamond minesoccur within cratonic areas. This holds true for the Kaapvaal Craton that encompasseslarge parts of Botswana, Lesotho and South Africa; the Zimbabwe Craton and othercratons in Africa; the Siberian Craton and the various cratons of Canada. The Mothaekimberlite is located in the southeast portion of the Kaapvaal Craton.Mothae Kimberlite Project, Lesotho Page: 15Independent Technical Report – 12 February 2007

9 MINERALISATIONThe Mothae Kimberlite Project encompasses the Mothae kimberlite pipe that isdemonstrably diamondiferous. The geology and known diamond mineralisation arediscussed in Sections 6, 7 and 8 of this report.Mothae Kimberlite Project, Lesotho Page: 16Independent Technical Report – 12 February 2007

10 EXPLORATION10.1 Ground GeophysicsGround geophysical surveys were undertaken in September 2006 by RemoteExploration Services (Pty) Ltd, a company in the Mineral Services Group ofCompanies. Gravity, magnetic and frequency domain electromagnetic (FDEM)surveys were carried out over the Mothae kimberlite with the view to delineate thekimberlite/basalt pipe contact and any internal kimberlite phase variations that may beidentifiable.The gravity survey was conducted with a Scintrex CG3 Autograv gravimeter with datacollection at 25 m station intervals along 500 m lines spaced 50 m apart. Elevationwas acquired from a Leica Differential GPS. Bouguer gravity values were achievedusing a basalt density of 2.8 t/m 3 .A GEM Overhauser Magnetometer was used in ‘walk mode’ at one second intervalsalong the 500 m lines as for the gravity survey, with infill where required. Spatialpositioning was recorded from an accurately synchronised Garmin handheld GPS.The frequency domain electromagnetic (FDEM) survey was undertaken with the EM34-3 system. With a 40 m coil separation, conductivity data were recorded at 10 m stationintervals along 400 m lines in the southern lobe and 250 m lines in the northern lobe.Survey results were gridded with a Kriging algorithm.Mothae Kimberlite Project, Lesotho Page: 17Independent Technical Report – 12 February 2007

The gravimetric survey defined the kimberlite body convincingly (Figure 10-1). Thegravity signature difference between the two lobes may be explained through depth ofweathering or local variations in country-rock basalt density. The total horizontalderivative (THD) of the Bouguer gravity map shows the kimberlite/basalt contact toclosely coincide with that defined by the vertical loop electromagnetic (VLEM)interpretation (Figure 10-1 and Figure 10-3).Figure 10-1Bouguer Gravity (left) and Gravity Interpretation of Mothae Kimberlite (right)Figure from: Mineral Services (Pty) Ltd (2006) Report MS06/156RMothae Kimberlite Project, Lesotho Page: 18Independent Technical Report – 12 February 2007

The Mothae kimberlite displays two magnetic units, corresponding to the northern andsouthern lobes (Figure 10-2); the two lobes are continuous at depth as also shown bythe gravity and VLEM responses. The apparent magnetic break in the data could bedue to basalt cover. The main kimberlite body is interpreted to narrow with depth,contrary to previous interpretation. Internal magnetic variation in the southern lobe isinterpreted as possible multiple kimberlite intrusions.Figure 10-2Mothae Kimberlite Total Magnetic Intensity MapFigure from: Mineral Services (Pty) Ltd (2006) Report MS06/156RMothae Kimberlite Project, Lesotho Page: 19Independent Technical Report – 12 February 2007

The FDEM survey successfully delineated the kimberlite/basalt contact (Figure 10-3)showing a high conductivity body continuous between the northern and southern lobes.Possible kimberlite phase variations are also discernible within the southern lobe.Figure 10-3Horizontal Loop Electromagnetic (HLEM) Map and Conductive Zone BoundariesFigure from: Mineral Services (Pty) Ltd (2006) Report MS06/156RMothae Kimberlite Project, Lesotho Page: 20Independent Technical Report – 12 February 2007

The kimberlite/basalt contact and internal possible kimberlite phase boundaries havebeen delineated successfully (Figure 10-4) with the application of these threegeophysical techniques. Future planning of delineation drilling and samplingprogrammes can now be soundly based on the outcome of these surveys.Figure 10-4Interpreted Mothae Kimberlite Boundary and Internal PhasesFigure from: Mineral Services (Pty) Ltd (2006) Report MS06/156RMothae Kimberlite Project, Lesotho Page: 21Independent Technical Report – 12 February 2007

10.2 PittingSurface pitting and trenching has been undertaken to facilitate geological mapping.The objectives of this programme have been to establish the nature and thickness ofthe overburden to the kimberlite, to delineate the kimberlite/basalt contacts wherepossible and to characterise the kimberlite and any variations internal to the pipe.An excavator capable of free digging to a maximum 9 m depth completed 73 pits (51into kimberlite) (Figure 10-5) and a drainage trench with a depth of 3.5 m along thesouthern pipe contact. Kimberlite samples excavated during this programme formBatch 2 as described in Section 10.3.2 below.Figure 10-5Mothae Kimberlite – Pit LocationsGroundwater conditions typically precluded in situ inspection of kimberlite in pitexposures due to rapid ingress of water. Not even the cut-off drainage trench couldreduce this flow (Figure 10-6 and Figure 10-8) which will require careful managementduring the proposed bulk sample programme.Mothae Kimberlite Project, Lesotho Page: 22Independent Technical Report – 12 February 2007

Figure 10-6Mothae Kimberlite – View NE from old tailings showing Pits and TrenchThe kimberlite has been characterised by Mineral Services as fragmental, massivevolcaniclastic kimberlite (VK) with abundant xenoliths of basalt and common mantlematerial. This writer prefers to describe the observed exposures as classic TuffisiticKimberlite Breccia (TKB); the distinctive magmaclastic texture (Figure 10-7) comprisespelletal lapilli set in a fine grain inter-clast matrix with a mixture of country rockxenoliths.Mothae Kimberlite Project, Lesotho Page: 23Independent Technical Report – 12 February 2007

Figure 10-7Tuffisitic Kimberlite Breccia (TKB) with Magmaclastic Texture of Pelletal Lapillipelletal lapilli(magmaclasts)Seven distinct kimberlite types (Type I to Type VII) have been recorded and mapped byMineral Services as colour coded in Figure 10-5. Discrimination at this stage is largelybased on the size, shape and abundance of the magmaclasts as well as the natureand abundance of basalt country rock xenoliths. Mantle peridotite inclusions are arecognisable and measurable component in some areas of the pipe and Type VIexposed in the trench (Figure 10-8) has the greatest abundance of these xenoliths.Mothae Kimberlite Project, Lesotho Page: 24Independent Technical Report – 12 February 2007

This locality (Figure 10-8) is also especially interesting for the nature of the exposedwallrock contact. The broken rounded peridotite clearly distinguishes the emplacementprocess frozen in this exposure as turbulent diatreme activity in contrast to pyroclasticdeposition from explosive volcanic processes. Close inspection of this locality alsoshows the intrusive nature of the kimberlite along the joints in the basalt with "spawling”or “stoping” of the basalt recognisable in places.Figure 10-8Mothae Kimberlite – View SW along Trench with Basalt Contact on left.Broken roundedmantle peridotiteThere are other localities exposed in the trench that display numerous large roundedbasalt and basement gneiss xenoliths, common highly altered mantle xenoliths (Figure10-9) and abundant very large ilmenite macrocrysts (up to 3 cm) enclosed in Type VIkimberlite. This material may represent the remnants (“floating reef”) of an early phaseof TKB or hypabyssal kimberlite breccia (HKB) emplacement and could produce aboveaverage diamond tenor.Mothae Kimberlite Project, Lesotho Page: 25Independent Technical Report – 12 February 2007

Figure 10-9“Floating Reef” Kimberlite Breccia enclosed in Type VI kimberlite.Detailed petrographic and other laboratory studies will be required to elucidate thedetailed emplacement history of the Mothae kimberlites, at least to the extent that isrequired to understand the economic potential. The current interpretation shows astrong correlation between the geological mapping and ground geophysicalinterpretation as presented in Figure 10-4.Mothae Kimberlite Project, Lesotho Page: 26Independent Technical Report – 12 February 2007

10.3 Laboratory Processing and Mineral Chemistry10.3.1 Batch 1Two batches of samples have been collected by Motapa from the Mothae and Letsengkimberlites as part of the preliminary assessment of the project potential. Collection,preparation and analysis of samples has followed Mineral Services protocols asdescribed in Sections 12 and 13.A preliminary study of KIM chemistry has been undertaken by Mineral Services. Theold tailings dump at Mothae was sampled and KIMs were picked from heavy mineralconcentrates for microprobe mineral chemical analysis. Concentrate tailings and rocksamples from the Letseng Mine were also collected for comparative study (Error!Reference source not found.).Table 10-1Comparative KIM Recoveries, Letseng and MothaeKimberlite Letseng Letseng MothaeSample Details Concentrate tailings pile Rock samples from SatellitekimberliteTailings dumpPeridotitic Garnet Abundant Present AbundantMegacrysticGarnetPresent Very abundant AbundantEclogitic Garnet Abundant Absent AbsentHigh grademetamorphicgarnetPresent Absent AbsentChromite Absent Abundant PresentIlmenite Absent Absent Very abundantClinopyroxene Abundant Abundant AbundantDiamond Potential assessment through the conventional Cr-Ca plots for peridotiticgarnets, and the Cr-Mg plots for chromites, as well as low-Cr eclogitic garnets providelittle encouragement. Only two G10 garnets (Figure 10-10) were recovered in theMothae sample and these garnets plot below the graphite-diamond-constraint (GDC).No diamond stability chromites or eclogitic garnets were recognised for either Letsengor Mothae samples.The comparison with Letseng is very important to the assessment of the Mothaeresults because Letseng is an operating mine in close proximity to the Mothae project.It is known that Letseng is a special diamond mine characterised by very low grade butvery high value diamonds (see Section 15.1). It is on the basis of proximity andsimilarity of available geologic information that Motapa have embarked on anevaluation of the Mothae kimberlite. It is difficult from mineral chemical data alone toconfirm this similarity, however the comparative plot (Figure 10-10) may be interpretedto support the notion.Mothae Kimberlite Project, Lesotho Page: 27Independent Technical Report – 12 February 2007

Figure 10-10Compositions of Mothae Garnets compared to Letseng Garnets10.3.2 Batch 2Figure from: Mineral Services Laboratories (Pty) Ltd (2006) Report MS06/147Rsample 14/01/001 = Letseng concentrate garnetssample 14/01/002 =Letseng Satellite Pipe garnetssample 14/01/003 =Mothae tailings dump garnetsIn contrast to Letseng, abundant kimberlitic ilmenites were recovered from the Mothaesample. The presence of ilmenites allows for an assessment of diamond preservation,assuming diamonds were originally present. MgO content of the ilmenite grains isgenerally well above 6%, indicating marginal to fair preservation.A total of 229 samples were collected by Remote Exploration Services from Mothaekimberlite material excavated during the trenching and pitting programme. Sampleswere collected for hand specimen (51) and petrographic description (43), heavymineral sorting (51), whole rock geochemistry (51) and microdiamond extraction (33).Additional samples from Letseng were collected for petrographic description, heavymineral sorting, whole rock geochemistry and micro diamond extraction.All samples have been submitted to Mineral Services Laboratory in Cape Town, SouthAfrica but no results are available at the time of reporting.Mothae Kimberlite Project, Lesotho Page: 28Independent Technical Report – 12 February 2007

11 DRILLINGNo drilling has been carried out to date by Motapa. The results of historic drilling arenot available for re-interpretation though anecdotal comment has been providedthrough personal communication with T.K. Whitelock, the current CEO of LetsengDiamonds and the manager of the Lonrho exploration programme in the early 1970s.This communication will prove invaluable as the future programme unfolds.Mothae Kimberlite Project, Lesotho Page: 29Independent Technical Report – 12 February 2007

12 SAMPLING METHOD AND APPROACHExploration work on all Motapa projects involves the collection and analysis of samplesfor the recovery of kimberlitic indicator minerals (KIMs).Various KIM sample types have been collected on Motapa’s exploration projects todate. The type of samples collected depends largely on the stage of exploration, thenature of the overburden as well as the geological and geomorphological setting of thearea under evaluation. The types most commonly collected include deflation, loam,stream sediment and rock chip samples.In the case of the Mothae Kimberlite Project, exploration work is at a more advancedstage and the recovery of KIMs will become a progressively less important componentin the future programmes.Kimberlite has been excavated from pits to assist in the delineation of internalkimberlite phase variation and to assess diamond potential for optimisation of theproposed bulk sample programme. Samples for hand specimen description,petrographic description, Mantle Mapper processing, whole rock geochemistry andmicrodiamond recovery have been collected.The Mothae Kimberlite Project is an evaluation project and the recovery ofmicrodiamonds and macrodiamonds will be the essential elements of the programme.While the details of the sampling method and approach are still under discussion, it ispatent that samples will be collected to evaluate both the diamond content and value.To this end samples of kimberlite will be extracted by drilling or excavated frompits/trenches. The processing of these samples will be as follows:• Caustic fusion analysis for microdiamonds• Bulk sample treatment for macrodiamond grade• Bulk sample treatment for diamond value.Further discussion is provided in Section 18 below.Mothae Kimberlite Project, Lesotho Page: 30Independent Technical Report – 12 February 2007

13 SAMPLE PREPARATION, ANALYSES AND SECURITYThe sample preparation and handling protocol is similar for all Motapa projects and isdescribed here for all project areas as follows:13.1 Preparation of Samples in the FieldDeflation, loam and dry stream sediment samples involve the collection of dry samplematerial from the optimal sample location using a bucket and spade. The sample is drysieved on site by hand to reduce the initial sample volume, generally using a 2 000 µmoversize sieve and 425 µm undersize sieve. Sieve sizes, however, may be varieddepending on the particle size distribution of the sample medium.Wet stream sediment samples are collected from suitable trap-sites in active drainagesusing a bucket and spade. The sample material is washed and sieved on site generallyusing a 710 µm oversize sieve and 300 µm undersize sieve. Heavy minerals areconcentrated from the smaller screen fraction using a mechanical hand-jig. Theoversize (710 µm to 2 000 µm) fraction is generally also concentrated by hand jiggingin a 450 mm diameter, 710 µm sieve. Where heavy minerals are observed in theoversize fraction they are also collected. Using this method, initial sample volumes maybe reduced by a factor of more than 100. These samples are dried in the field andrebagged prior to consignment.Rock chip samples involve the collection of sample material from a selected lithologicalhorizon, either derived from drill chips or surface outcrops using a geological hammer.All samples collected in the field are double bagged in plastic bags, labelled withmarking pens and aluminium tags, and then sealed with either cable ties or string. Thesamples are stored in a demarcated area in the field camps prior to being batched inlarger woven plastic bags for transport. The bags typically contain between 3 and 4 soilsamples, depending on their size, and each bag is labelled with details of the samplesit contains.13.2 Sample TransportationSamples are transported from the project areas to Mineral Services Laboratories (Pty)Limited (MSL) in Cape Town. The mode of transport varies depending on the countryof origin of the samples. Samples crossing the border into South Africa are subject toinspection and possible quarantine by South African customs authorities, although thisis seldom required. A master list of samples accompanies the sample consignmentduring transport, and a copy is also provided to the receiving laboratory uponsubmission of the samples for processing.13.3 Laboratory Sample PreparationAll samples are submitted to an independent laboratory (Scientific Services (Pty)Limited) in Cape Town for processing and recovery of heavy mineral concentrates.These concentrates are then transferred to MSL for mineral extraction, surface texturedescriptions, and (where appropriate) mineral analysis.Mothae Kimberlite Project, Lesotho Page: 31Independent Technical Report – 12 February 2007

Samples are received in Cape Town by MSL, together with a work order containinginstructions and expense authorisation to proceed with specified laboratory work andprocesses. A sample list is provided to MSL in both hard copy and digital format.Sample details are imported into the laboratory database, a unique job number isassigned to the sample batch, and a concentrate tracking schedule is produced whichaccompanies the samples throughout the laboratory process. Samples received areunpacked, inspected for breakages and/or possible contamination due to breakage ortampering, and are cross-checked against the tracking list to make sure that all arepresent and accounted for. Should any samples be found to be missing orcompromised in any way, the sample is removed and isolated and the relevant projectgeologist immediately informed such that remedial action can be implemented.Prior to submission of the samples to Scientific Services for heavy mineral separation,a sub-set (typically 10%) of the samples are ‘spiked’ with synthetic density tracers.These are used to monitor the efficiency of the heavy mineral separation process.Upon receipt of the samples at Scientific Services, they are wet screened through a+300 µm undersize and –2 mm oversize sieve in order to remove any excess finegrainedor coarse-grained material, as well as any organic matter that may have beencaught up during field sampling. This includes wet stream sediment samples that havebeen pre-concentrated in the field by hand jigging. The screened samples are thendried prior to processing through the heavy mineral separation circuit. Rock chipsamples are crushed and dry screened through a 2 360 µm oversize and 300 µmundersize sieve prior to concentrating. Every effort is made to minimise the amount ofrock material remaining in the +2 360 µm size fraction, and re-crushing of material inthis fraction is undertaken until

Once QA controls are completed, the details of the mineral grains are individuallycaptured into the laboratory database, with each individual grain assigned a uniquedatabase ID that allows relevant data to be recorded, interrogated and reported on anindividual basis where necessary. A sorting results report for each sample batch is thenproduced, and extracted grains are cross-checked against the sorting results report toidentify any errors in data capture.The sorting results are reported to the relevant project geologist. A recommended listof the recovered grains that should undergo mineral composition analysis is compiledand submitted by the project geologist and is forwarded to Motapa for approval. Thecompositions of mineral grains are currently determined on the MSL LEO 1450Scanning Electron Microscope (SEM) using modern combined energy dispersive (ED)and wave-length dispersive (WD) spectrometers (Oxford Instruments). Routineanalysis is performed with a spot size of approximately 1 µm at an operating voltage of20 kV and a beam current of 30 nA. ED and WD data are collected simultaneously.Data reduction is performed with Oxford INCA software using the XPP (based on Phi-Rho-Z) matrix correction procedure. Elements routinely analysed in standard kimberliticindicator minerals are listed in Table 13-1, which also specifies the method of detection(ED or WD) routinely utilised for each element.Table 13-1Elements included in routine microprobe analysis of mineralsMineral ED analysis WD analysis*Garnet Si, Al, Cr, Fe, Mg, Ca Na, Mn, TiPyroxene Si, Ti, Fe, Mn, Mg, Ca Na, K, Cr, AlChromite Si, Cr, Al, Fe, Mn, Mg, Ca V, Zn, Nb, Ti, NiIlmenite Si, Ti, Fe, Mn, Mg, Ca V, Zn, Nb, Cr, Al, NiOlivine Si, Fe, Mg Ni, Ti, Al, Cr, Mn, CaRutile Si, Ti, Fe, Mn, Mg, Ca V, Zn, Nb, Cr, Al, NiZircon Si, Mg, Zr, Cr Hf, Ti, Al, Fe, Mn, Ca*On request, other elements can be determined by WD analysis.A live count-time of 120 seconds is used for ED analysis, with count rates commonly inthe order of 2 000 to 3 000 counts per second and total spectrum counts ofapproximately 250 000. Detection limits are approximately 0.1 wt% (element and matrixdependent). It should be noted that the analytical specifications detailed above relate tothe current MSL set-up. Much of Motapa’s historical data was generated on otherinstrumentation including MSL’s prior EDS SEM (also Oxford Instruments detector), theCAMECA microprobe at the University of Cape Town, with occasional batches andcrosschecking undertaken at other southern African facilities.The author of this report visited the Cape Town laboratories of MSL during the period7th – 10th June 2003. A tour of the facilities and review of procedures (as describedhere) was undertaken at that time. Some restructuring of the Mineral Service Group ofcompanies has taken place in the last year but this has not affected the operations ofMothae Kimberlite Project, Lesotho Page: 33Independent Technical Report – 12 February 2007

the laboratory. In the opinion of the author sample preparation, security and analyticalprocedures are of the highest industry standard.Mothae Kimberlite Project, Lesotho Page: 34Independent Technical Report – 12 February 2007

14 DATA VERIFICATIONNo data verification has been undertaken as part of the scope of work for thepreparation of this report. The author has relied on the analytical results reported toMotapa by Mineral Services/Remote Exploration Services. This work has beenundertaken by a consulting/contracting company with an international reputation ofservice to the diamond exploration industry (see Section 18). Comprehensive datarelating to all aspects of the exploration work are not presented here. During the period3 January to 31 January 2007, the author has reviewed reports prepared by MineralServices/Remote Exploration Services.Exploration data are stored in a Microsoft Access relational database (MotapaExploration Database) in the Motapa Client directory on the Mineral Services GIS dataserver. The exploration database includes sample attribute information (e.g. samplelocation, date, sampler, sample site details) as well as laboratory results from eachsample (e.g. concentrate weights, positive (y/n), minerals recovered, surface textures,and mineral composition data). Each sample recorded in the database contains aunique sample number comprising a country code, project code, and sequentialnumber. The sampleID is the key field used to link the sample collection details withlaboratory analytical results. In addition, every kimberlitic indicator mineral grainrecovered is assigned a unique grainID, and this key field is used to link various grainspecific data such as surface textures and mineral composition (where available).Additional MS Access databases relevant to Motapa’s exploration programmes includethe Mineral Services Drilling Database and the Mineral Services Geophysics database.These databases are not client specific, but clearly identify and isolate Motapainformation on the basis of the client or project name. These databases are storedcentrally in the Minserv directory on the Mineral Services GIS data server.Mineral composition data generated during exploration is stored in the centrally locatedMantle Mapper database. This SQL database has a Microsoft Access user interface,and is used primarily to integrate, plot, and evaluate mineral composition,microdiamond and petrography data. Most Motapa analytical data comprise mineralcomposition data for grains recovered during field exploration and drilling, althoughmineral composition data acquired from kimberlites (e.g. Mothae) located on Motapa’sexploration properties are also available. The Mantle Mapper database also contains alarge amount of information from southern African kimberlites, which represents animportant comparative and generative resource for Motapa exploration programmes.In addition to the exploration database, a large number of GIS (spatial) datasets havebeen compiled and produced over the years. These GIS datasets are stored in theMotapa Client directory on the Mineral Services GIS data server, and include regionaldatasets such as rivers, roads, towns, country borders, geology and geophysics.Detailed project specific datasets such as historical exploration, ground geophysicalcoverage, sampling results, geophysical data and drill targets are also maintained onthe GIS. The GIS datasets are organised by country and project into specificsubdirectories, which are further sub-divided according to data type (e.g. geophysics,topocadastral, licenses, etc).Mothae Kimberlite Project, Lesotho Page: 35Independent Technical Report – 12 February 2007

15 ADJACENT PROPERTIESThe comments on the Letseng and Liqhobong Diamond Mines cannot be verified bythe writer of this report. However, in the case of the Letseng Diamond Mine, it ispossible for the writer to confirm the general outline of project value presented. Thewriter worked for De Beers as Letseng Mine Geologist during the period 1973 to 1976,in the pre-production period for the 1977 to 1982 mining operation. The writer was alsoleader of an independent technical review and valuation for Gem Diamond in 2005 toassist that company in preparing a bid for the acquisition of the mine. In thesecapacities the writer can confirm that the public references to this mine reasonablyreflect personal knowledge of the property and the mineralisation.It is the nature of kimberlite diamond deposits that adjacent properties may not sharesimilar economic viability characteristics in terms of diamond grade and value. Thecontrasts between Letseng (low grade, high value) and Liqhobong (high grade, lowvalue) are immediately apparent and a similar contrast with Mothae may emerge.Notwithstanding specific contrasts in the diamond populations, the critical evaluationoutcome will depend on the combination of grade (ct/100t) and value (USD/ct)generating an economically viable value per tonne (USD/t).15.1 Letseng Diamond MineLetseng is the highest diamond mine in the world at 3 100 m above sea level. Letsengis situated some 6.5 km southeast of Mothae and lies close to the same structuraltrend. Open pit mining is into the Main (16 ha) and Satellite (5 ha) kimberlite pipes andis currently focused on the Satellite Pipe. Fresh kimberlite ore is blended with MainPipe stockpile kimberlite from De Beers operations in the period 1977 to 1982 andprocessing is at the rate of 215 000 t/m. A production grade of 1.9 ct/100t has beenachieved since production recommenced in 2004 and 100 700 ct of diamond havebeen recovered at an average current value of USD1 380/ct. This combination resultsin an ore value of USD26/t and Mining Weekly has reported a cost of USD12/t.Letseng has a reputation for producing very large, high quality diamonds. The 2006recovery of the ‘Lesotho Promise’ attracted media attention; this 603 ct stone is thefifteenth largest diamond ever found and was sold for USD12.36 M, or USD20 500/ct.A 216 ct almost flawless white D colour stone was reported on 5 February withexpectations of an even higher value per carat. Since production recommenced in2004, stones over 10 ct have comprised some 16% of the total (2% of the diamondsare over 100 ct). The economic significance of this diamond size distribution isextreme as probably over 80% of the production value is achieved from these largediamonds.In June 2006, Gem Diamond Mining Company of Africa Limited purchased a final 70%equity in the mining company, with the Lesotho Government holding the remaining30%. Gem Diamond is now trading on the Main Market of the London Stock Exchange(LSE). Gem Diamond intend ramping up production to 330 000 t/m in the short termand will double capacity to 5.2 Mt/y by 2008.Mothae Kimberlite Project, Lesotho Page: 36Independent Technical Report – 12 February 2007

15.2 Liqhobong Diamond MineThe Liqhobong project is also located in the highlands of Lesotho at an elevation of2 600 m. Liqhobong is situated some 16 km due west of Mothae, on a parallelstructural trend. The Satellite Pipe (1.6 ha) has a grade of 68 ct/100 with an averagestone value of about USD40/ct to USD55/ct. The Main Pipe (9.5 ha) has a grade ofabout 17 ct/100t and value of USD60/ct and is seen as the main future driver ofproduction volume.European Diamonds Plc (AIM listed company) are the current operator with 420 000 t/yforecast (290 000 ct) from the Satellite Pipe over a five year life of mine. A study of theMain Pipe indicated a possible production of 4 Mt/y over ten years. More detailedevaluation work still in progress is suggesting that higher grade areas (68 ct/100t) maybe beneficially mined at lower production rates of 737 000 t/y over 6.5 years, or that ifan overall re-assessed grade of 37 ct/100t can be confirmed, a 2 Mt/y production couldbe achieved over 13 years.Mothae Kimberlite Project, Lesotho Page: 37Independent Technical Report – 12 February 2007

16 MINERAL PROCESSING AND METALLURGICAL TESTINGIn terms of the Prospecting Licence, Motapa has committed to a specific workprogramme for the two year licence tenure. The outline of this work is documented inSection 4 of this report; the detailed commitment was incorporated into the licencedocument together with a stated minimum expenditure.These commitments are in line with the primary objective to:• Recover between 3 000 ct and 5 000 ct of diamonds for valuation purposes.The secondary objectives are:• To confirm the tonnage potential• To make an initial determination of grade variation and continuity• To assess the metallurgical characteristics of the kimberlite.Two independent contractors (Gemcore and Metcon) have been invited to provideplant design solutions for this programme. The contractors were required to consider a12 month to 18 month programme to mine and process some 100 000 t to 200 000 t ofkimberlite; it was stipulated that the plant must be capable of recovery of +100 ctdiamonds. Motapa also requested cost estimates on an outsourced basis for thefollowing:• Plant design (processing and recovery)• Plant manufacture (capital cost)• Transport to site, assembly and training• Plant commissioning• Plant operation (unit cost per tonne).Mothae Kimberlite Project, Lesotho Page: 38Independent Technical Report – 12 February 2007

Gemcore propose using a Dense Medium Separation (DMS) plant in combination witha pan as illustrated in Figure 16-1, with recovery by X-ray unit and grease belt.Figure 16-1Gemcore - Sampling Plant DesignMothae Kimberlite Project, Lesotho Page: 39Independent Technical Report – 12 February 2007

Metcon has proposed the use of a DMS plant in combination with a jig unit withrecovery by X-ray unit and grease belt (Figure 16-2 and Figure 16-3).Figure 16-2Metcon Plant Design – Sampling PlantTipping BinROM 25 t/hMetcon proposed plantdesignSampling PlantFlowsheetBelt feederVibratingGrizzley+100 mm-100 mmConveyorConveyor25 t/hScrubberScreen+20 mm(Screenagain)-20 mm +1 mmDMSFlocculantPlant-1 mmThickener+40 mmSecondarycrushertails-40 mm+20 mmJigtailsScreen-8 mmconcentratePlantWaterPumpOverflowTankUnderflowto SlimesPumpconcentrateTailingsConveyorConcentrateConveyorSlimesPumpRecrushCrusher+8 mmPumpSlimesDamoverflowTailingsDumpWaterDamPumpRecoveryPlantMothae Kimberlite Project, Lesotho Page: 40Independent Technical Report – 12 February 2007

Figure 16-3Metcon Plant Design – Recovery PlantMetcon proposed plantdesignSampling Recovery PlantFlowsheetDMSConcentrateBin-20 mm +1 mmFeederJigConcentrateScreen-1 mm-5 mm +1 mm-20 mm +5 mmToThickenerBinGreaseBeltBinX-Ray113VETailsConcentratesTailsConcentratesGlove BoxGlove BoxGlove BoxConcentrateConveyorTailsSieving,Weighing &AccountingGlove BoxRecoveryTailingsDumpSAFEMothae Kimberlite Project, Lesotho Page: 41Independent Technical Report – 12 February 2007

Motapa has subsequently requested revision of these proposals for alternatives thateither:• Process a smaller 30 000 t sample using a DMS plant, or• Process a 100 000 t sample using a pan plant in combination with a jig.In both cases recovery would be by grease belt only. Revised proposals are notavailable to review at the time of writing.The CIM Definition Standards on Mineral Resources and Mineral Reserves and theGuidelines for the Reporting of Diamond Exploration Results do not specify thediamond valuation parcel size, though an earlier NAPEGG Guideline for Reporting ofDiamond Exploration Results, Identified Mineral Resources and Ore Reservesindicated that a minimum 2 000 ct parcel would be appropriate. The historic gradedata suggests that a bulk sample of between 100 000 t to 200 000 t will be adequate toproduce the target diamond parcel size. Motapa has selected a sample size on thebasis of the historic grade report; if this grade is achieved, the diamond recovery canbe expected to meet this valuation parcel guideline. In any event it is anticipated thatMotapa will develop a revenue model from valuation of the recovered diamonds. Thesize of the parcel and the size distribution of the diamonds will determine theconfidence in the revenue estimate.Mothae Kimberlite Project, Lesotho Page: 42Independent Technical Report – 12 February 2007

17 MINERAL RESOURCE AND MINERAL RESERVE ESTIMATESNothing to report at this time.Mothae Kimberlite Project, Lesotho Page: 43Independent Technical Report – 12 February 2007

18 OTHER RELEVANT DATA AND INFORMATIONMotapa’s business strategy is to access technical expertise and operational capabilitythrough Mineral Services International (MSI) with its proven track record in successfulkimberlite discovery around the world. Motapa have entered into an agreement withMSI that is approved by the independent directors of Motapa and managed by theMotapa CEO. This arrangement provides an efficient combination of competitiveadvantage, and the cost efficiencies and flexibility of outsourcing. A discussion ofthese arrangements was presented in the Technical Reports supporting the listing ofMotapa in 2004; reference to one of these reports is provided in Section 21 below.Mothae Kimberlite Project, Lesotho Page: 44Independent Technical Report – 12 February 2007

19 INTERPRETATION AND CONCLUSIONSMotapa has embarked on an ambitious programme to evaluate the diamond potentialof the Mothae kimberlite pipe. The programme comprises geophysical and geologicalfield surveys to delineate the surface extent of the kimberlite body and to provide apreliminary understanding of the possible shape at depth, and between the northernand southern lobes. Geological mapping has attempted to characterise possiblelithological variations within the body of the pipe and mineral chemical analysis hasprovided the first qualitative indication of diamond potential from present-day field work.Integrating this new information with historic published reports confirms theinterpretation of a single bi-lobate pipe with a surface area of about 8.8 ha andprobable steep-dipping wallrock contacts typical of the diatreme zone of kimberlite pipeformation. Further field work to delineate the pipe outline is not required at this time.Although there will be uncertainty as to the volume/tonnage of kimberlite available forpossible mining operations, this uncertainty is unlikely to influence conceptualeconomic models. From a simple conical model of the pipe decreasing in sectionalarea with depth, a tonnage of as much as 35 Mt may be anticipated for the first 200 mfrom surface. At an appropriate time it is planned to undertake a drilling programme toprovide quantitative data for the construction of a wireframe model of the pipe and anyinternal lithologic variations.The geologic character of the kimberlite confirms the current erosion level has exposedthe diatreme zone with tuffisitic kimberlite breccia (TKB) as the predominant lithology.There are important variations in lithology that may indicate a multi-phaseemplacement event as well as possible grade variations; the recognition of mantleperidotite-rich regions in the pipe is of particular positive significance.Motapa is planning a bulk sample programme and has invited proposals fromindependent contractors. It was intended that the selected contractor would provide afully outsourced service to mine and process up to 200 000 t of kimberlite from theMothae pipe. Alternatively Motapa has now adopted a phased, reduced (30 000 t) bulksample programme, with a larger sample to be taken only on favourable early results.The Motapa exploration model favours a Letseng-like diamond value and grade for theMothae kimberlite. This requires that a high value, low grade diamond deposit will bedemonstrated. The only comparison possible at this time is on the basis of mineralchemistry. These results would be equivocal at the best of times and cannot provideany comment on possible diamond quality. Nevertheless it is concluded that theMothae kimberlite has sampled potential diamond-bearing rocks from the mantlethrough which it was intruded and that proximity to Letseng enhances the possibilitythat the same diamond source rocks have been intersected.While this comparative model is by no means beyond reason, there is a significant riskthat one or other essential parameter (value or grade) will not meet expectations. Thehistoric information suggests that grade may be higher than Letseng, while value willbe less than the Letseng value of in excess of USD1 300/ct. It is important that theMothae Kimberlite Project, Lesotho Page: 45Independent Technical Report – 12 February 2007

outcome only be considered as the integrated product of grade and value. ThusLetseng is currently mining a resource valued at USD26/t.Mothae Kimberlite Project, Lesotho Page: 46Independent Technical Report – 12 February 2007

20 RECOMMENDATIONSMotapa are committed in terms of their Prospecting Licence to a specific workprogramme and expenditure. This commitment can be conveniently separated into theevaluation of the Mothae kimberlite and regional kimberlite exploration within thelicence area. The proposed programme was summarised in Section 4. It was statedby Motapa at the outset that the work to be carried out would be “… to some extentdependent on the results of the previous phase”.20.1 Evaluation of Mothae KimberliteThe detailed review of available records has been completed to the extent that this ispossible with the limited data still obtainable. This is an accepted starting point for anyevaluation project and leads naturally to the establishment of a Project Database.The development of a geological model of the kimberlite will be an ongoing task andfunction of the project team. The licence programme included diamond core drilling,excavation of pits, ground geophysical surveys and baseline environmental andgeotechnical surveys, some of which have been completed. The cumulated data fromthese surveys will be compiled into a 3-D geological model of the Mothae kimberlitethat will be progressively updated as the project progresses.An initial assessment of grade and grade variability is being undertaken through theanalysis of kimberlite samples for indicator minerals and microdiamonds. Samples todate have been collected from pits and not core drilling, while mini-bulk samples,although available, have not been processed at this time. The non-availability of aDMS plant to conduct this work may have influenced the decision to proceed directly tothe next phase. While this jump entails significant risk, it is not without precedent thatthe need to recover a large valuation parcel of diamonds rather than small samples forgrade estimation should dictate the programme within the tight time constraints.Bulk sampling and processing for diamond grade and value is being planned asdiscussed in Section 16. Plans thus far envisage a 100 000 t to 200 00 t bulk sampleby excavation from surface pits. An alternative plan for a smaller sample of 30 000 t isalso being investigated. Another alternative maintains the original sample tonnage butconsiders a combination of pan plant and jig. These alternatives would both prove lesscostly but positive results from the smaller sample will require an extended programmeto achieve the desired ultimate outcome. The use of a pan plant and jig should not bediscounted as inefficient technology in the specific project circumstances. Theobjective to recover the larger, higher value diamonds through this method may beachieved. The possible loss of some smaller diamonds may impact on the gradeestimate but not on the value outcome. It would in any case been possible to modelthe value contribution for the lost small stones, whereas modelling of large stone valueis very imprecise.The technical and financial risks of any bulk sample of kimberlite for diamond gradeand value demands that contingency plans are presented for consideration by theproject management. Motapa is pursuing the prudent path in this regard.Mothae Kimberlite Project, Lesotho Page: 47Independent Technical Report – 12 February 2007

Completion of a resource estimate is the last committed work task. It is probable thatMotapa will cumulate sufficient information from this programme to understand thepotential project viability. Assuming positive field results, a SAMREC compliantInferred Diamond Resource is a realistic outcome. Additional work can then beplanned and undertaken to progress the project to an Indicated Diamond Resourceand as the starting point for feasibility studies. Such decisions are beyond the scope ofthis report to comment further on.20.2 Regional kimberlite explorationMotapa has not yet commenced any work on regional exploration except thecompilation of historic data.Stream sediment and soil sampling is proposed but will need to be carefully controlleddue to the many surface disturbances that are possible sources of contamination.Geological and geophysical surveys will be required to follow up any heavy mineralanomalies. It is envisaged that geological mapping and pitting may lead to a kimberlitediscovery and that ground geophysical surveys may be employed to delineate thesurface extent of the bodies. In reality it is possible that geophysical surveys may beemployed at an earlier stage, before discovery.Any kimberlite discoveries will be tested through an initial kimberlite evaluation usingkimberlitic indicator mineral compositions. Further work would be beyond the scope ofthis report to comment on but could be expected to pursue a similar phased approachto the evaluation of the Mothae kimberlite.Mothae Kimberlite Project, Lesotho Page: 48Independent Technical Report – 12 February 2007

Motapa has committed expenditure, in terms of its Prospecting Licence, for theproposed two year exploration programme (summarised in Table 20-1). MSAGeoservices has reviewed this commitment and believes the commitments areappropriate to the tenure work programmes proposed.Table 20-1Motapa Diamonds Inc - Committed Exploration Expenditure Years 1 & 2Year 1(LSL)Year 2(LSL)TOTAL(LSL)Year 2(USD)Year 2(USD)TOTAL(USD)Mothae kimberlite evaluationdata review 200 000 200 000 27 624 0 27 624geological model 3 000 000 3 000 000 414 365 0 414 365initial assessment 2 666 667 1 333 333 4 000 000 368 324 184 162 552 486bulk sample10 00000010 0000000 1 381 215 1 381 215resource estimate 250 000 250 000 0 34 530 34 530subtotal 5 866 667Regional sampling11 58333317 450000810 313 1 599 908 2 410 221sampling 300 000 300 000 41 436 0 41 436geological/geophysicalsurveys500 000 500 000 69 061 0 69 061KIM compositions 500 000 500 000 0 69 061 69 061subtotal 800 000 500 000 1 300 000 110 497 69 061 179 55812 083Grand Total 6 666 667333* USD1=LSL7.24, exchange rate 12 February 200718 750000920 810 1 668 969 2 589 77920.3 Adoption of Bulk Sample PlanIt is probable that the bulk sample programme costs will differ significantly from thosecommitted.Motapa has considered proposals and cost estimates from possible contractors(Section 16). A proposal has been submitted by Motapa’s geological contractor,Remote Exploration Services, to recover a sufficient diamond parcel to determine thepresence of large, good quality stones from Mothae. The objectives of this bulksample proposal are stated as:• Achieve a representative spatial distribution of samples across the pipe• Target kimberlite phase(s) with the best potential for good quality, high valuediamonds.Mothae Kimberlite Project, Lesotho Page: 49Independent Technical Report – 12 February 2007

The proposal envisages using a 20 t/h DMS plant on site designed to maximiserecovery of diamonds in the size range 2 mm to 18 mm. An initial decision isscheduled once some 750 ct have been recovered; this Phase 1 is modelled to requireabout 30 000 t assuming a large stone SFD and a grade of about 2.5 ct/100t. Positiveresults to this checkpoint will lead to the Phase 2 processing of a further 70 000 tyielding about 2 500 ct to 3 000 ct over the next 20 months from commencement ofplant construction.A limited core drilling programme to delineate the pipe to depth will be undertakenconcurrent with the Phase 2 bulk sample. The outcome of the combined bulk samplingand drilling programmes may thus allow for the estimation and classification of anInferred Diamond Resource to a depth of about 200 m.The full 100 000 t bulk sample will comprise up to 10 sub-samples of 5 000 t to15 000 t each; the sample locations and treatment sequence will be selected andpredicated on the geological model and the current assessment of grade variabilitywithin the pipe, with the southeast corner presently receiving the most attention.Figure 20-1Possible Site Layout for Mothae Bulk Sample ProgrammeMothae Kimberlite Project, Lesotho Page: 50Independent Technical Report – 12 February 2007

A site plan layout is shown in Figure 20-1. The details of this layout and access weredeveloped by Remote Exploration Services in consultation with independent miningengineer John Miles. A modest mining fleet is proposed comprising:• 1 x 30 t excavator (e.g. CAT 330)• 2 x 10 m 3 ADT trucks (e.g. Bell B18D)• 2 x small loader (e.g. CAT 428 TLB).The bulk sample processing will comprise a mobile 20 t/h trailer-mounted DMS plantwith a head feed rate of 40 t/h. The process flow is illustrated in Figure 20-2 anddetailed plant design is expected within a month, in consultation with Mr P Ryder, anindependent kimberlite/diamond process engineer.It has been estimated by Motapa that processing will require four months for Phase 1and nine months for Phase 2. This implies an initial seven month construction andcommissioning period.Mothae Kimberlite Project, Lesotho Page: 51Independent Technical Report – 12 February 2007

Figure 20-2Conceptual Flowsheet of Proposed PlantROM Feed(40 t/h)CrusherMotapa proposed plantdesignDMS & Recovery PlantFlowsheet+100 mmGrizzly-100 mmScrubberScreen+8mm stockpilefor recrush-2 mm-18 mm +2 mm+18 mmTo tailings20 t/h DMSFloats ScreenSinksScreen-12 mm +2 mm+12 mm-8 mm +2 mmtailingsGrease BeltTails(sealed drum)ConcentrateGlove BoxGlove BoxSieving,Weighing &AccountingGlove BoxTails(sealed)SAFEDiamond valuation will be conducted in Maseru, Lesotho, by Mineral Services andadditional independent experts. The integration, interpretation and reporting of theMothae Kimberlite Project, Lesotho Page: 52Independent Technical Report – 12 February 2007

esults of this programme will be compiled into a comprehensive report by Drs Gurneyand Nowicki, and Mr Hetman of Mineral Services. It can be anticipated that aSAMREC compliant Inferred Diamond Resource estimate is the outcome of this work ifthe results are favourable. Confidence in the diamond value may require furthersampling to achieve an Indicated Resource category and continuity of grade to depthmay need a limited Large Diameter Drilling (LDD) programme, or a micro diamondsampling campaign, or a combination of the two to improve confidence to an IndicatedResource status.Motapa plans to outsource the implementation of this programme and has engagedMineral Services, Gemcore Sampling and MFS Construction Lesotho. Motapa hasprepared an estimated budget (Table 20-2) for the proposed evaluation programme.Table 20-2Motapa Diamonds Inc – Proposed Evaluation Programme Cost EstimateInitial 30 000 t extra 70 000 t Total 100 000 tTotal Duration (months)(Including lead-time for plant11 9 20construction and deployment)USD USD USDBulk sample processing(Including Plant Purchase)2 375 386 1 737 243 4 112 629Earthworks 452 143 813 000 1 265 143CampEstablishment 227 857 0 227 857Running 242 571 404 286 646 857Geological input(Including project management)307 857 495 714 803 571Geological Sampling 142 857 125 000 267 857Core drilling 353 571 353 571Environmental rehabilitation 42 857 71 429 114 286Plant Decommission 114 286 0 114 286Total 3 905 814 4 000 243 7 906 057* USD1=LSL7.24, exchange rate 12 February 2007MSA Geoservices has reviewed this cost estimate and believes the projectedexpenditures are adequate to complete the work programmes proposed.Mothae Kimberlite Project, Lesotho Page: 53Independent Technical Report – 12 February 2007

21 REFERENCESArtemieva, I.M. and Mooney, W.D. (2001) Thermal thickness of cratonic lithosphere: aglobal study. Slave -Kaapvaal Workshop.Ayres. N.P., Hatton, C.J., Quadling, K.E. and Smith, C.B. (1998) Update of theDistribution in time and space of southern African Kimberlites. De BeersGeoScience Centre. Map at scale 1 : 5 M. Unpublished.Bloomer, A.G. and Nixon, P.H. (1973) The Geology of the Letseng-la-Terae KimberlitePipes. In: Nixon, P.H (ed) Lesotho Kimberlites Maseru, Lesotho NationalDevelopment Corporation. 20-36.Boullier, A-M. and Nicolas, A. (1973) Texture and Fabric of Peridotite Nodules fromKimberlite at Mothae, Thaba Putsoa and Kimberley. In: Nixon, P.H (ed) LesothoKimberlites Maseru, Lesotho National Development Corporation. 57-66.Dattels, D. (2006) European Diamond Plc, Emerging Diamond Producer. CanaccordAdams Equity Research.Davis, G.L. (1977) The ages and uranium contents from kimberlites and associatedrocks Extended Abstracts. II Int Kimberlite Conf, Colorado.Dempster, A.N. and Richard, R. (1973) Regional Geology and Structure. In: Nixon, P.H(ed) Lesotho Kimberlites Maseru, Lesotho National Development Corporation. 1-19.Field, M. and Scott Smith, B.H. (1999) Contrasting geology and Near-SurfaceEmplacement of Kimberlite Pipes in Southern Africa and Canada. Proceedings ofthe 7 th International Kimberlite Conference, Cape Town, South Africa. 1. 214-237.Hanson E.K., Moore, J.M., Robey, J., Bordy, E.M. and Marsh, J.S. (2003) Reestimationof erosion levels in Group I and II kimberlites between Lesotho,Kimberley and Victoria West, South Africa. Proceedings of the 8 th InternationalKimberlite Conference, Victoria B.C., Canada.Haughton, S.H. (1969) Geological History of Southern Africa. Geological Society ofSouth Africa. p529.Hawthorne, J.B. (1975) model of a Kimberlite Pipe. Physics and Chemistry of theEarth. 9. 1-17.http://www.gemdiamonds.com/letseng5.asp 2007/01/02http://www.gemdiamonds.com/news/216-releaseFINAL.pdfhttp://www.miningweekly.co.za/components/print.asp?id=66537Lock, N.P. (1980) The Geology of the Letseng Kimberlites, Lesotho. PhD ThesisUniversity of Sheffield.Mothae Kimberlite Project, Lesotho Page: 54Independent Technical Report – 12 February 2007

Lock, N.P. (2004) Motapa Diamonds Inc. Independent Technical Report (BotswanaProjects). 10th June 2004. Prepared by RSG GlobalMcDonald, D.J., Amathemba, Ollis, D. (2006) Botanical Study for Initial EnvironmentalAssessment – Mothae Diamond Prospecting Project, Lesotho Prepared forMotapa Exploration Limited by (Bergwind Botanical Surveys & Tours CC) inassociation with AMATHEMBA Environmental Management Consulting CCMiles, J. (2006) A Review of the Mothae Diamond Project, Lesotho, SamplingValuation Programme. Report prepared for Mineral Services.Mineral Services (Pty) Ltd (2006) Mothae Kimberlite-Lesotho. Results AndInterpretation Report. Mothae Geophysical Surveys. Report prepared for MotapaDiamonds Inc. Report MS06/156RMineral Services Laboratories (Pty) Ltd (2006) The Indicator Mineral Characteristics ofSamples taken from Lesotho Kimberlites: Letseng la Terai and Mothae. Reportprepared for Motapa Diamonds Inc Report MS06/147RMineral Services Pty (Ltd) (2006) Quarterly Report : Exclusive Prospecting LicensesPL001 Held by Motapa Exploration Lesotho (Pty) Ltd. Mothae DiamondExploration Project 15th June 2006 – 14th September 2006Mineral Services Pty (Ltd) (2006) Motapa Diamonds Mothae Evaluation ProjectProgress Report on Exploration Work conducted during 2006. MS07/003RNixon, P.H. (1973) The Geology of Mothae, Solane, Thaba Putsoa and Blow 13. In:Nixon, P.H (ed) Lesotho Kimberlites Maseru, Lesotho National DevelopmentCorporation. 39-45.Nowicki, T (2006) Memo: Notes on Visit to Mothae and Letseng – 23 to 27 October,2006. Mineral Services Canada.Remote Exploration Services (Pty) Ltd (2007) Report on the Motapa Diamonds MothaeProject Proposed forward work program. MS07/020R.Smith, C.B. (2006) Comments on Letseng – Mothae Visit. June 26-27, 2006. internalmemo. Mineral Services (Pty) LtdVan Coller, B. (2006) Progress on the Mothae kimberlite project, northern Lesotho.October 2006. Remote Exploration Services (Pty) LtdVan Coller, B. (2006) Progress on the Mothae kimberlite project, northern Lesotho.September 2006. Remote Exploration Services (Pty) LtdWagner, P.A. (1914) The Diamond Fields of Southern Africa. Struik.Mothae Kimberlite Project, Lesotho Page: 55Independent Technical Report – 12 February 2007

22 DATE AND SIGNATURE PAGEThis report titled “Mothae Kimberlite Project, Independent Technical Report, MotapaDiamonds Inc” with an effective date of 12 February 2007, prepared by MSAGeoservices on behalf of Motapa Diamonds Inc” dated 12 February 2007 wasprepared and signed by the following authors:“N. P. LOCK”Dated at Johannesburg, South Africa Norman P. Lock.12 February 2007 BSc, PhD, CGeol FGS, PrSciNat, MGSSA.Principal Consultant – DiamondsMSA Geoservices (Pty) LtdMothae Kimberlite Project, Lesotho Page: 56Independent Technical Report – 12 February 2007

23 ADDITIONAL REQUIREMENTS FOR TECHNICAL REPORTS ONDEVELOPMENT PROPERTIES AND PRODUCTION PROPERTIESThe Mothae Kimberlite Project is presently best described as an Exploration Projectwhere mineralisation has been identified, but where a mineral resource has not beendelineated. It is anticipated, though not certain, that the outcome of the proposedprogramme may be a reportable resource. In expectation of this positive outcome,some comment on the following additional requirements is deemed appropriate toprepare for the challenges ahead.23.1 Mining OperationsIt can be expected that any resource that may be delineated will be constrained by thesize of the kimberlite pipe. The Mothae kimberlite has been mapped as about 8.8 ha;this will limit the possible resource volume to a depth of 100 m to about 20 Mt.Open pit contract mining operations similar to those employed at the adjacent LetsengMine would be appropriate.The diamond recovery process is expected to require the best modern DMS plant andX-Ray sorting technology to achieve the highest extraction efficiency in the identifiedeconomic size range and diamond type (including possible Type IIa non-fluorescentdiamonds).A production rate of 1 Mt/y to 2 Mt/y may be envisaged, with a project life of perhaps 10years.23.2 RecoverabilityThe recoverability of diamond from the Mothae kimberlite can only be understood andmodelled into a techno-economic scenario once a bulk sample programme has beenundertaken. Such a programme will provide preliminary data on the SFD and thediamond size-value model. Once these models are supported by robust samplingdata, it will be possible to integrate this information with metallurgical data on thekimberlite rock characteristics to develop a recoverability model that can be applied inthe design of a suitable plant.23.3 MarketsTraditional marketing of diamonds through the Diamond Trading Company in London isno longer a necessity for the sale of the diamond product. While this route is stillavailable, it has always been seen as expensive. An alternative, as applied by theLetseng Mine, is the provisional valuation on-site for government requirements andinsurance, prior to export to Antwerp where parcels are prepared for open tender to aselection of diamantaires. A third alternative is available through the diamond boursesin South Africa (Johannesburg, Kimberley, Potchefstroom).The success of the marketing method in maximising mine revenue will be dependentprimarily on the saleability of the stones. Thus an overall high value diamond producerMothae Kimberlite Project, Lesotho Page: 57Independent Technical Report – 12 February 2007

will be less vulnerable to the market than an industrial diamond producer such asArgyle. The diamond grade may also have an influence on the marketing in the sensethat a marginal producer (in terms of revenue per tonne) will be driven to sell as quicklyas possible, whereas a high revenue per tonne producer may have the luxury ofplanning sales for best advantage.23.4 ContractsTo the extent that information may be available in the public domain, the cost basis ofoperations and contracts that apply to the Letseng Mine will provide a solid benchmarkfor comparison with the Mothae Kimberlite Project.23.5 Environmental ConsiderationsMotapa Exploration has already been granted a Prospecting Licence andenvironmental issues are not a requirement in law until application for a Mining lease.Nevertheless Motapa Exploration has deemed it prudent to conduct a baseline study atan early stage in their evaluation programme for the following reasons:• to document the environmental status of the site prior to commencing withinvasive prospecting operations• to collect baseline information that can be used for a future statutory EIA processrequired for an application for a mining lease• to receive independent advice for minimising and mitigating potentialenvironmental impacts on the site• to demonstrate the company’s commitment to good practice.An independent project team was appointed by Motapa to undertake the followingtasks:• compilation of existing information, review Lesotho legal requirements andidentification of key issues• field work including the following:baseline record of the current state of the site – existing infrastructure,buildings and diggings etc.river health and water quality assessmentspecialist botanical assessmenton-site scoping for any other key issues.• preparation of a report summarising the current status of the site.• conclusions and recommendations for on-going mitigation of environmentalimpacts, environmental management and monitoring.It is anticipated that a Baseline Environmental Study Report will be completed inJanuary 2007.Mothae Kimberlite Project, Lesotho Page: 58Independent Technical Report – 12 February 2007

23.6 TaxesInitial findings and recommendations include the following:• The area is not pristine. There has been severe disturbance by historicalprospecting and artisanal workings.• The water quality is generally good. Sediment load in the water drops off quicklyaway from the most disturbed areas.• The vegetation consists mainly of alpine grasslands (Drakensberg AfroalpineHeathland) on the steep upland slopes, and wetland and stream communities(Lesotho Mires) in the valleys.• All of the activities involving large scale earth moving should be limited to thenorth side of the Mothae River and west of the mining site.• A well designed and constructed tailings dam will be essential.Royalties are fixed in law at 10% for precious stones. The law allows for deferredpayment of royalties on application.Other financial matters are required under the Tax Act or other legislation, unless suchmatters are part of a negotiated diamond Mining License. An option for the acquisitionby the Lesotho Government of a 20% equity interest in a diamond mining project canbe anticipated. The Lesotho Government has acquired a 30% interest in the LetsengDiamond Mine.23.7 Capital and Operating Cost EstimatesNo further comment on cost and economic considerations is possible at this time.Mothae Kimberlite Project, Lesotho Page: 59Independent Technical Report – 12 February 2007

APPENDIX 1:Résumé of Dr Norman Lock

Résumé of Dr Norman LockRésuméNorman LockBSc (Earth Sciences) 1972. Leeds University, UKQUALIFICATIONSPhD (Letseng-la-Terae Kimberlites) 1980MEMBERSHIP CGeol FGS, PrSciNat., MGSSACAREERPrincipal Consultant - Diamonds2006 - present MSA Geoservices, Johannesburg2001 – 2006 Principal Consultant DiamondsRSG Global, Johannesburg1999 – 2001 Independent ConsultantBotswana1994 – 1999 Director, Exploration & DevelopmentBotswana Diamondfields Inc1990 – 1994 Managing DirectorKalahari Exploration (Pty) Ltd1985 – 1990 Assistant DirectorBotswana Geological Survey1980 – 1985 Geologist / Senior GeologistBotswana Geological Survey1977 – 1980 Postgraduate Research (Ph.D)St Andrews & Sheffield Universities, UK1974 – 1976 Mine GeologistDe Beers Lesotho Mining Co. (Pty) Ltd1972 – 1973 GeologistDe Beers Prospecting Botswana (Pty) LtdEXPERIENCE Project management, feasibility studies, conceptual geology,mine and exploration geology, geological interpretation andmodelling, all focussed on diamond geology and miningCOMMODITY Diamonds primarily, but broad exposure with BotswanaGeological SurveyPUBLICATIONS Several papers on kimberlite and related subjects, andBotswana geology, as well as numerous technical/publicreports on diamond projects worldwideNATIONALITY BritishYEAR OF BIRTH 1948Mothae Kimberlite Project, LesothoAppendix 1 – 12 February 2007

APPENDIX 2:Certificate of Author

CERTIFICATE of AUTHORI, Norman Philip Lock, BSc, PhD, CGeol FGS, MGSSA, PrSciNat do hereby certify that:1. I am Principal Consultant - Diamonds of:MSA Geoservices (Pty) Ltd,20b Rothesay Avenue, Craighall Park, 2196, South AfricaPO Box 81356, Parkhurst, 2120, SOUTH AFRICA2. I graduated with a BSc degree in Earth Sciences from the University of Leeds, UK in 1972.In addition, I have obtained a PhD degree in the Geology of the Letseng la Teraekimberlites, Lesotho from the University of Sheffield, UK in 1980.3. I am a Chartered Geologist and Fellow of the Geological Society of London, a Member ofthe Geological Society of South Africa, and a Professional Natural Scientist registered withthe South African Council for Natural Scientific Professions.4. I have worked as a geologist for a total of 34 years since my graduation from university.5. I have read the definition of “qualified person” set out in National Instrument 43-101 (“NI 43-101”) and certify that by reason of my education, affiliation with a professional association(as defined in NI 43-101) and past relevant work experience, I fulfil the requirements to be a“qualified person” for the purposes of NI 43-101.6. I am responsible for the preparation of all sections of the technical report titled MothaeKimberlite Project, Independent Technical Report and dated 15 January 2007 (the“Technical Report”) relating to the Mothae Kimberlite Project in the Kingdom of Lesotho. Ivisited the Mothae Kimberlite Project between 3 and 4 January 2007.7. I have not had prior involvement with the properties that are the subject of the TechnicalReport.8. I am not aware of any material fact or material change with respect to the subject matter ofthe Technical Report that is not reflected in the Technical Report, the omission to disclosewhich makes the Technical Report misleading.9. I am independent of the issuer applying all of the tests in section 3.5 of National Instrument43-101CP.10. I have read National Instrument 43-101 and Form 43-101F1, and the Technical Report hasbeen prepared in compliance with that instrument and form.11. I consent to the filing of the Technical Report with any stock exchange and other regulatoryauthority and any publication by them for regulatory purposes, including electronicpublication in the public company files on their websites accessible by the public, of theTechnical Report.Dated this 12 th Day of February, 2007.“N. P. LOCK”Norman Philip LockMSA Geoservices (PTY) LimitedRegistration No: 2000/002800/07Tel:+27(0)11 880-4209 Fax:+27(0)11 880-2184 e-mail:info@msageoservices.co.zaWebsite:www.msageoservices.com20b Rothesay Avenue, Craighall Park, 2196, South AfricaPO Box 81356, Parkhurst, 2120, SOUTH AFRICADIRECTOR: K D Scott