Kavango Resources Regulatory News (KAV)

PRESS RELEASE

18th November 2022

KAVANGO RESOURCES PLC

("Kavango" or "the Company")

Publication of Prospectus

Further to the announcement of 24 October 2022 in which Kavango announced it had conditionally raised £3,000,000 before expenses by the issue of 166,666,660 new ordinary shares of £0.001 each in the capital of the Company (the "New Ordinary Shares") at a price per share of 1.8 pence, the Company is pleased to announce that the Financial Conduct Authority has approved its prospectus dated 18 November 2022 (the "Prospectus") issued in connection with:

- the placing of 158,555,555 New Ordinary Shares (the "Placing Shares");

- the subscription of 8,111,105 New Ordinary Shares (the "Subscription Shares");

- the issue of 60,000,000 New Ordinary Shares to Power Metal Resources PLC (further to the announcement of 8 July 2022) (the "Kanye Consideration Shares");

- the issue of 2,000,000 New Ordinary Shares to LVR GeoExplorers (Pty) Ltd (further to the announcement of 16 September 2022) (the "LVR Shares");

- the issue of 13,478,951 New Ordinary Shares to Mindea Exploration and Drilling Services (Pty) (further to the announcement of 10 June 2021) (the "Fee Shares"); and

- admission of the enlarged share capital and up to 395,918,682 New Ordinary Shares.

The Prospectus has been published in electronic form and will shortly be available on the Company's website at:

https://www.kavangoresources.com/investor-relations/admission-document

A copy of the Prospectus has also been submitted to the National Storage Mechanism and will shortly be available for inspection at

https://data.fca.org.uk/#/nsm/nationalstoragemechanism

Warrants

In connection with the publication of the prospectus and as announced by the Company previously, the following warrants have been issued, subject to Admission:

· 166,666,660 warrants to the placees and the subscribers of the placing and subscription announced on 24 October 2022, as applicable, and 27,777,777 warrants to Arigo Capital Limited, as announced on 25 October 2022. The warrants are exercisable at 3p per share for a term of 24 months from the date of issue. These warrants are conditional upon the approval of shareholders and details of a general meeting at which such approval will be sought will be sent to shareholders in the near future.

· The issue to Power Metal Resources PLC of the following:

o 30,000,000 warrants at an exercise price of 4.25p per share for a period of 30 months from 8 July 2022;

o 30,000,000 warrants at an exercise price of 5.5p per share for a period of 30 months from 8 July 2022; and

o 15,000,000 variable price warrants ("VP Warrants") with a six-month life to expiry, with a minimum exercise price of 3p and an actual exercise price at a 15% discount to the volume-weighted average share price on the date of exercise per share. Should all VP Warrants be exercised by 8 January 2023, Power Metal Resources PLC will receive 15,000,000 replacement warrants, on the same exercise terms and with a 12-month life to expiry from the issue date.

· 2,000,000 warrants to LVR GeoExplorers (Pty) Ltd, exercisable for two years from the date of issue and with an exercise price of 8.5p per share.

· 8,333,334 warrants to Tamesis Partners LLP, exercisable for two years from the date of issue and with an exercise price of 3p per share.

Admission and Total Voting Rights

Application will be made for the Placing Shares, the Subscription Shares, the Kanye Consideration Shares, the LVR Shares and the Fee Shares to be admitted to the Standard List segment of the Official List and to trading on the main market of the London Stock Exchange plc ("Admission"). It is expected that Admission will become effective and that dealings in the Placing Shares, the Subscription Shares, the Kanye Consideration Shares, the LVR Shares and the Fee Shares will commence at 8.00 am on 25 November 2022.

Following Admission, the total issued share capital of the Company will consist of 705,569,314 Ordinary Shares*. Therefore, the total number of voting rights in the Company is 705,569,314 and this figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest, in the share capital of the Company. 

\* This figure is inclusive of the 27,777,777 shares which are being admitted on 30 November 2022, as announced on 25 October 2022.

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 (Joint Broker)

+44 207 374 2212

Jason Robertson

SI Capital Limited (Joint Broker)

+44 1483 413500

Nick Emerson