REG - Kavango Resources - Secondary Listing & Admission to Trading on VFEX

Kavango ResourcesAnnouncement

05/09/2025 12:00

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RNS Number : 2444Y  Kavango Resources PLC  05 September 2025

5 September 2025

Kavango Resources PLC

("Kavango" or the "Company")

SECONDARY LISTING AND ADMISSION TO TRADING ON THE VICTORIA FALLS STOCK
EXCHANGE, VFEX SUBSCRIPTION, ISSUE OF SUBSCRIPTION SHARES AND

SHARE AWARDS TO ELIGIBLE EMPLOYEES

Secondary Listing and Admission to Trading on the Victoria Falls Stock
Exchange

Further to its announcement on 30 July 2025
(https://polaris.brighterir.com/public/kavango_resources_plc/news/rns/story/rney90r)
(the "July Announcement"), the Company is pleased to announce that at 8.30 am
BST on 8 September 2025, its ordinary shares (the "Ordinary Shares") are to be
admitted to trading on the Victoria Falls Stock Exchange (the "VFEX") in
Zimbabwe by way of a secondary listing (the "Secondary Listing").

As set out in the Company's prospectus published in Zimbabwe relating to the
Secondary Listing (the "VFEX Prospectus"), the relevant Ordinary Shares are to
be first admitted to listing in the Equity Shares (Transition) category of the
Official List and to trading on the Main Market of the London Stock Exchange
and then immediately transferred to Zimbabwe through a branch register control
account, in order for such Ordinary Shares to be listed and directly traded in
Zimbabwe.

VFEX Subscription, Issue of Subscription Shares and Share Awards to Eligible
Employees

VFEX Subscription

As stated in the July Announcement, as part of the Secondary Listing, the
Company carried out a linked capital raising on the VFEX (the "VFEX
Subscription").

Issue of Subscription Shares

330,455,092 new Ordinary Shares (the "Subscription Shares") are to be issued
under the VFEX Subscription as follows:

-     69,364,667 new Ordinary Shares are to be issued to a consortium of
nine pension funds administered by Comarton Consultants (Private) Limited,
being the drawdown of the first of three tranches as announced on 22 April
2025, at the issue price of £0.01 per Ordinary Share which is the
subscription price set out in the VFEX Prospectus (the "Subscription Price"),
and with the US Dollar and British Pound conversion rate being the Bank of
England daily spot rate on 12 August 2025 (£1 = $1.3489);

-     259,240,056 new Ordinary Shares are to be issued to Purebond Limited
at the Subscription Price, and with the US Dollar and British Pound conversion
rate being the Bank of England daily spot rate on 22 July 2025 (£1 =
$1.3501); and

-     1,850,369 new Ordinary Shares are to be issued to other Zimbabwean
residents at the Subscription Price, and with the US Dollar and British Pound
conversion rate being the Bank of England daily spot rate on 12 August 2025
(£1 = $1.3501).

Share Awards to Eligible Employees

In connection with the Secondary Listing and the VFEX Subscription, the board
of directors of the Company (the "Board") will award share awards (the "Share
Awards") to 157 eligible non - Person Discharging Managerial Responsibilities
employees of Kavango Zimbabwe (Private) Limited, Kavango Exploration (Private)
Limited and Kavango Mining (Private) Limited (the "Subsidiaries") which are
resident in Zimbabwe (the "Eligible Employees"). Each Eligible Employee will
receive a Share Award of 18,533 new Ordinary Shares, at the issue price of
£0.01 per Ordinary Share, equivalent to the value of US$250 per Eligible
Employee and with the US Dollar and British Pound conversion rate being the
Bank of England's daily spot rate as at 12 August 2025 (£1.00 = $1.3489). In
total, 2,909,681 new Ordinary Shares are to be issued to the Eligible
Employees. The Share Awards to the Eligible Employees are in recognition of
their past and continued service to the respective Subsidiaries.

Total number of new Ordinary Shares to be issued

In total, 333,364,773 new Ordinary Shares (the "VFEX Shares") are to be issued
under the VFEX Subscription and the Share Awards.

UK Subscription

As stated in the July Announcement, alongside the Secondary Listing and the
VFEX Subscription, the Company is looking to carry out a subscription and
placing in the UK (the "UK Subscription and Placing") by issuing new ordinary
shares at a subscription price of 1p per ordinary share (the "UK Shares"). The
Company intends (i) to complete the UK Subscription and Placing following the
Secondary Listing and (ii) that admission of the UK Shares to listing in the
Equity Shares (Transition) category of the Official List and to trading on the
Main Market of the London Stock Exchange will become effective and that
dealings in the UK Shares will commence at 8.00 am  on or before 19 September
2025. The Company will provide further update on the UK Subscription and
Placing next week.

Total Voting Rights

In accordance with DTR 5.6.1 of the Financial Conduct Authority's Disclosure
Guidance and Transparency Rules (the "DTRs"), the total number of Ordinary
Shares in issue as at the date of admission of the VFEX Shares will be
3,382,071,594, with each Ordinary Share carrying the right to one vote.

 The Company does not hold any shares in treasury. Therefore, the number of
 Ordinary Shares with voting rights will be 3,382,071,594. The above figure may
 be used by shareholders as the denominator for the calculations by which they
 will determine if they are required to notify their interest in, or a change
 to their interest in the Company, under the DTRs.

 Further information in respect of the Company and its business interests is
 provided on the Company's website at www.kavangoresources.com
 (http://www.kavangoresources.com/)  and on X at @KavangoRes.

 For further information please contact:
 Kavango Resources plc                                    Shard Capital Partners LLP     BlytheRay Ltd

Ben Turney
                              (Financial PR)

                                                        (Corporate Broker)
Tim Blythe/Megan Ray/Said Izagaren
 shareholders@kavangoresources.com                        Damon Heath                    kavango@blytheray.com (mailto:kavango@blytheray.com)

+46 7697 406 06
+44 204 530 6926
+44 207 138 3204

 Inter-Horizon Group                                      Nurture Invest  (Pvt) Ltd
 (Sponsoring  Broker)
(Arrangers - Zimbabwe)

Lloyd Mlotshwa

                                                        Zinzi Mlambo- Ziki
 lmlotshwa@ih-group.com (mailto:lmlotshwa@ih-group.com)

                                                        zinzi.ziki@nurtureinvest.com

 

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