Kavango Resources Regulatory News (KAV)

PRESS RELEASE

09 May 2023

KAVANGO RESOURCES PLC

("Kavango" or "the Company")

Conditional £6million two-stage equity investment 

Kavango Resources plc (LSE:KAV), the Southern Africa focussed metals exploration company, is pleased to announce further details in respect of the Company's RNS of 5 May 2023 in which it announced a potential £6,000,000 conditional equity investment into Kavango ("£6.0 million Equity Investment"). The £6.0 million Equity Investment is to be completed via a conditional direct subscription into the Company in two-stages by a single investor, Purebond Limited ("Purebond") (the "Subscription").

The Subscription will be carried out by the conditional issue of 140,000,000 new ordinary shares of £0.001 each (the "Stage 1 Subscription Shares") in the capital of the Company at a price per share of 1 penny (the "Subscription Price") (the "Stage 1 Subscription"), and the conditional issue of 460,000,000 new ordinary shares of £0.001 each (the "Stage 2 Subscription Shares") at the Subscription Price per share (the "Stage 2 Subscription"). Stage 2 will be subject to the approval by the Financial Conduct Authority of a prospectus and the approval by independent shareholders of a waiver in accordance with Rule 9 of the Takeover Code (Whitewash) (among other conditions further detailed below).

Purebond currently holds 85,000,000 shares in the Company, which equates to a holding of 12.05%. In addition, Solai Pension Schemes ("Solai") holds 1,000,000 shares in the Company equating to a current holding of less than 1%. On the issue of the Stage 1 Subscription Shares, Purebond and Solai will hold 226,000,000 ordinary shares representing 26.7% of the Company's issued share capital. Successful completion of the Subscription will result in Purebond and Solai holding 686,000,000, approximately 52.5% of the Company's issued share capital.

Ben Turney, Chief Executive Officer of Kavango, commented:

"We would like to thank Purebond for the strong faith they are showing in Kavango. Today's £6million two stage conditional equity financing is a seminal moment for our Company. We've worked extremely hard over the last 18 months, in challenging conditions, to position the business to succeed. We've made significant progress on all fronts and greatly sharpened our exploration focus.

This year, we've redirected our attention in the Kalahari Copper Belt to our highly prospective Karakubis licence block, identified the lode gold potential at Ditau and made final preparations to drill the 28,700 Siemens B1 Conductor. We are also in the closing stages of at least one acquisition. With the substantial backing of Purebond, we now move forward with confidence that we have the resources available to pursue our exploration strategy."

Subscription Terms

The Subscription will be completed over two stages:

Stage 1 - Purebond has conditionally subscribed for 140,000,000 Stage 1 Subscription Shares in the Company on the terms described above, which includes the Stage 1 Conditions being satisfied, as set out below. Further announcements will be made in due course on the Stage 1 Subscription.

Stage 2 - Purebond has conditionally subscribed for 460,000,000 Stage 2 Subscription Shares in the Company on the terms described above, which includes the Stage 2 Conditions being satisfied. Further announcements will be made in due course on the Stage 2 Subscription.

Completion of the Stage 1 Subscription is subject to (i) the Company having the necessary authorities to issue the Stage 1 Subscription Shares, including disapplication of pre-emption rights and (ii) admission of the Stage 1 Subscription Shares to the Standard List segment of the Official List and to trading on the main market of the London Stock Exchange plc (the "Stage 1 Conditions"). The Company intends to put resolutions to shareholders for the relevant share authorities in respect of the Stage 1 Subscription Shares at its 2023 annual general meeting, details of which will be announced soon.

Completion of the Stage 2 Subscription is subject to (i) approval by the Financial Conduct Authority of a prospectus; (ii) approval by independent shareholders of a waiver in accordance with Rule 9 of the Takeover Code; (iii) the Company having the necessary authorities to issue the Stage 2 Subscription Shares, including disapplication of pre-emption rights and (iv) admission of the Stage 2 Subscription Shares to the Standard List segment of the Official List and to trading on the main market of the London Stock Exchange plc (the "Stage 2 Conditions").

As an additional term of the Subscription, while Purebond remains a shareholder of the Company, the Company has agreed to offer Purebond the opportunity to participate in all future fundraisings carried out by the Company on a pro rata basis to its shareholding at the time of any such fundraising. Purebond will also be given the opportunity to maintain its percentage interest in the Company following the exercise of any warrants issued by the Company.

Use of funds

Funds from the Subscription will contribute to the Company's general working capital, fund further exploration work and provide finance for possible acquisitions.

Further information in respect of the Company and its business interests is provided on the Company's website at www.kavangoresources.com and on Twitter at #KAV.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION 2014/596/EU WHICH IS PART OF DOMESTIC UK LAW PURSUANT TO THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS (SI 2019/310) ("UK MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION (AS DEFINED IN UK MAR) IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

Further information in respect of the Company and its business interests is provided on the Company's website at www.kavangoresources.com and on Twitter at #KAV.

For further information please contact:

Kavango Resources plc

Ben Turney

bturney@kavangoresources.com

+46 7697 406 06

First Equity (Broker)

+44 207 374 2212

Jason Robertson