REG - Kavango Resources - Unaudited Interim Results
16/09/2025 07:00
For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250916:nRSP4172Za&default-theme=true
RNS Number : 4172Z Kavango Resources PLC 16 September 2025
16 September 2025
KAVANGO RESOURCES PLC
("Kavango" or the "Company")
Unaudited Interim Results
Kavango Resources plc (LSE: KAV, VFEX: KAV.VX), the Southern Africa focused
metals exploration company is pleased to announce its unaudited financial
results for the six months ended 30 June 2025 ("H1").
SUMMARY
Projects
Hillside Gold Project, Zimbabwe
· Three phases of surface exploration and resource drilling
completed, including:
o 1,504.53 metres ("m") of diamond core resource drilling at Nightshift
o 1,296.82m of diamond core resource drilling at Bill's Luck
o 2,358m of reverse circulation (RC) resource drilling at Bill's Luck
o 910.40m of underground diamond core resource drilling at Bill's Luck
o 3,231.89m of diamond core exploration drilling at Steenbok
· Construction commenced of a 50 tonne per day ("tpd") Carbon in Pulp
("CIP") gold processing plant at the Bill's Luck Gold Mine.
· Post H1
o Start of resource drilling campaign, consisting of 4,000m of diamond
drilling and 4,500m of RC drilling, at the Bill's Luck Gold Mine.
Nara Gold Project, Zimbabwe
· Second phase drilling completed at Nara to confirm potential for
large-scale gold mineralised system.
· Notice of Exercise served, to acquire 45 claims for US$4 million,
completion on or before 9 December 2025.
Karakubis Copper Project, Botswana
· Collaboration completed with First Quantum Minerals ("First
Quantum"), in which Kavango ran geophysical surveys over First Quantum's deep
drill hole to test the technologies' accuracy for modelling the D'Kar/Ngwako
Pan contact.
o The contact point between the D'Kar and Ngwako Pan rock formations is the
main control for large-scale copper/silver mineralisation in the Kalahari
Copper Belt.
· The Company has prepared final targets for a follow-up drill
programme later this year.
Financing
· Pursuant to an FCA-approved prospectus published on 27 January 2025,
the company raised £6,566,000 (US$8,160,448) gross by issuing 938,028,569
shares at £0.007 per share. 547,995,076 shares were also issued at 0.7 pence
per share on the conversion of the unsecured convertible loan notes (including
accumulated interest at 10% per annum).
· 22 April 2025, a US$5 million interest-free convertible loan note
facility was issued by the Company to a consortium of Zimbabwe-registered
pension funds, administered by Comarton Consultants (Private) Limited, at a
conversion price of £0.01 per share, to be drawn down in three tranches by
the Company.
· Post H1
o 8 September 2025, the issue and secondary listing of 333,364,773 ordinary
shares admitted to the London Stock Exchange, and the Victoria Falls Stock
Exchange ("VFEX"), Zimbabwe by way of a secondary listing, to trade solely on
the VFEX comprising:
§ 69,364,667 shares issued to a consortium of nine pension funds,
administered by Comarton Consultants (Private) Limited, following the first
drawdown totalling US$935,660.00 of the three tranches;
§ 259,240,056 shares issued to Purebond Limited;
§ 1,850,369 shares issued to other Zimbabwean residents.
o 9 September 2025, £2.27 million raised through a subscription and placing
of 227,751,720 new ordinary shares at £0.01 per share. Purebond Limited
directly subscribed for 111,201,720 shares and the Chairman, Peter Wynter Bee,
subscribed for 10,000,000 shares.
The Interim Management Report and financial results are set out in the
following pages.
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
Ben Turney +46 7697 406 06
Shard Capital Partners LLP (Corporate Broker)
Damon Heath +44 207 186 9952
BlytheRay (Corporate Financial Public Relations)
Tim Blythe/Megan Ray/ Said Izagaren +44 207 138 3204
kavango@blytheray.com
INTERIM MANAGEMENT REPORT 30 JUNE 2025
The Company's principal activities are mineral exploration, development and
mining. The Company's assets are located in Zimbabwe and Botswana. The
Group's focus for 2025 is exploration and development of its Zimbabwean gold
assets and the expansion of early-stage gold production.
Financial Highlights
On 29 August 2024, the Company announced the launch of its capital expenditure
programme ("Cap-Ex Programme") to explore and develop the Company's mining
projects in Zimbabwe. The Cap-Ex Programme comprises staged capital raises for
investment into specific value-generating projects. The primary objective has
been to define mineral resources, to develop mining plans and to acquire plant
and equipment to expand production. Kavango's proposed work programmes are
focused principally on the Hillside Gold Project ("Hillside") and Nara Project
("Nara") in Zimbabwe, In Botswana exploration has been focussed on the
Kalahari Copper Belt Project ("KCB").
As part of the Cap-Ex Programme, on 22 January 2025 shareholders granted
authority to the Company to issue up to 1,000,000,000 Ordinary Shares in the
capital of Kavango Resources for the Company's planned secondary listing on
the VFEX and/or in respect of capital raising linked to the secondary listing
on the Victoria Falls Stock Exchange ("VFEX"). Upon expiry, the authority
was renewed at the Annual General Meeting held on 29 May 2025. The total
proceeds raised on the VFEX, of approximately US$13,500,000, together with
£1,500,000 proceeds raised on the Main Market of the London Stock Exchange,
will provide working capital, to progress our exploration and development
plans.
On 22 April 2025 the Company announced that it had issued a US$5million
convertible loan note ("Loan Note") facility to a consortium of Zimbabwe
registered pension funds ("Comarton"). The Loan Note is interest free, can be
drawn down in three tranches by Kavango, convertible into new Ordinary Shares
in Kavango at a conversion price of the USD equivalent of £0.01 per share
based on the Bank of England spot price, (the "Comarton Shares"). Pursuant
to the Comarton CLN, Tranche 1 of the Comarton Shares were issued and admitted
to trading on the VFEX issued on 8 September 2025. Zimbabwean investors will
have the option to keep their Ordinary Shares in Zimbabwe, sell them on VFEX
or move them to Main Market of the London Stock Exchange ("LSE") through a
Branch Register control account set up by Share Registrars Limited (Kavango's
registrar in the UK) and receive Ordinary Shares on the LSE. Conversely, if
demand for Ordinary Shares increases on VFEX, Kavango may issue additional
ordinary shares to subscribing shareholders in Zimbabwe. Kavango has
appointed Corpserve Registrars as its registrar and transfer agent in
Zimbabwe.
On 1 July 2025, post the Half Year, the Company announced that Kavango has
received a written commitment from Purebond Limited (the Company's major
shareholder) to subscribe for the equivalent of US$5 million worth of new
ordinary shares in the Company at £0.01 per share, in order to fund the
exercise of the Nara option.
The Company implemented an employee share scheme to enable eligible employees
of the Company and its subsidiaries, subject to certain conditions, to
participate in the VFEX listing.
Projects, Zimbabwe
Kavango is exploring for gold deposits that have the potential to be developed
into commercial scale production quickly through modern mechanised mining and
processing. The Company is targeting both underground and open-pit
opportunities.
The Company's principal activities in Zimbabwe are located in the Filabusi
Archean Greenstone Belt in Matabeleland, which form part of the central
Zimbabwe craton. The Company has two main projects, the Hillside Gold Project
("Hillside") comprising of 44 claims named Bills Luck, Britain, Nightshift and
Steenbok, located southeast of Bulawayo, and the Nara Project comprising of 45
claims, covering four historic mines located to the south, near to Bulawayo
("Nara"). In Zimbabwe each gold claim is approximately 10 hectares ("Ha").
Kavango also has a much earlier-stage gold exploration project, called the
Leopard Project ("Leopard"). Leopard consists of 30 claims and covers 896Ha.
HILLSIDE
Kavango acquired the Hillside Gold Project and Leopard South Project, having
exercised the option in April 2024. Final regulatory approval from the
Ministry of Mines for the transfer of the projects into the Company is ongoing
at the time of this report and is expected to complete imminently.
Hillside comprises five historic underground mines. The vendors are in the
process of transferring the claims to the Company's Zimbabwe subsidiary. The
timing of this is subject to legal and regulatory administrative formalities.
At Hillside, the Company has established small-scale gold mining operations
and is working towards larger scale mining, subject to drill results. The
Company has three high priority targets it aims to develop over the next 18
months: Bill's Luck, Steenbok and Nightshift.
INTERIM MANAGEMENT REPORT 30 JUNE 2025 (continued)
The Company has been producing small amounts of gold since August 2024 at its
Bill's Luck mine with plans to increase ore production to 250tpd with an
average grade of 2.6g/t Au. Kavango's long-term plan is to produce between
500tpd and 1,000tpd from several localities via modular processing plants and
spiral declines for ease of access for underground mining.
Recent structural and kinematic analysis across the Bill's Luck, Night Shift,
and Steenbok prospects at Hillside has provided significant insight into the
controls on gold mineralisation.
Spiral Decline Mining
Spiral decline mining is not currently widely adopted in Zimbabwe, despite the
apparent geological similarities with Western Australia's goldfields. Subject
to drill results, Kavango believes that spiral decline mining has the
potential to unlock significant value in Zimbabwe's goldfields.
BILLS LUCK
During H1 2025, the Company drilled 1,296.82m of diamond core resource
drilling at Bill's Luck, 2,358m of reverse circulation resource drilling and
910.40m of underground diamond core resource drilling. These results
significantly upgraded the Company's view Bill's Luck's potential and Kavango
is now focussed on building gold production and processing capacity here to
250tpd.
On 11 August 2025, the Company announced the start of resource diamond
drilling at Bills Luck, consisting of 1,400 metres around the main shaft and
between Roscor and West Shafts at the Bill's Luck Gold Mine, the first phase
of a 4,000m diamond drilling campaign, alongside 4,500m of RC drilling,
expected to be completed by year end. The aim of the programme is to provide
enough information to inform a three year mine plan. The structural
complexity, combined with the presence of high-strain domains, linking shear
structures, and favourable vein-hosting environments, makes the Bill's Luck
area a high-potential brownfield target for structurally-controlled gold
exploration within a dextral transpressional regime.
Carbon in Pulp Plant ("CIP Test Plant")
On 27 June 2025 the Company announced that it had commenced construction of a
50tpd CIP Test Plant at Bills Luck Gold Mine, to increase gold production. The
intention is that ore produced from the main shaft at Bills Luck, mined by
Kavango's mining team, will feed the CIP Test Plant. Commissioning of a 200tpd
plant is expected in H1 2026.
NIGHTSHIFT
Kavango is investigating the potential for a selective open-pit mining
operation, followed by underground mining, after a successful trenching and
drilling programme. The Company drilled 1,504.53m of diamond core resource
drilling at Nightshift. From this programme, Kavango has sufficient geological
information and positive assay results to begin its first direct resource
definition.
STEENBOK
Kavango is pursuing a high-grade mechanised underground mining opportunity.
The Nightshift, Bill's Luck, and Steenbok Prospects at Hillside, within
Zimbabwe's Filabusi Greenstone Belt, gold-bearing quartz veins have been
confirmed to occur within well-developed shear zones. Preliminary structural
interpretations highlight the importance of understanding the broader
kinematic framework of these shear zones, as it provides critical insights
into the controls on mineralisation. This knowledge is expected to inform the
anticipated geometry of mineralised domains, guide more effective exploration
strategies, and assist with vein recognition in drill core. Furthermore, if
stretching lineation influenced fluid flow during mineralisation, the
associated shear zone kinematics may offer valuable predictive guidance on the
plunge orientation of potential orebodies.
In the first half of 2025, Kavango drilled 3,231.89m of diamond core drilling
at Steenbok. Multiple zones of gold carrying mineralisation were intersected,
over 400m of confirmed strike. The Company is currently analysing these
results to design future exploration and testing of 1.5 kilometres ("km") of
total potential strike.
BRITAIN
Kavango is assessing options for further drilling. The goal is to establish
whether Britain can support small-scale selective mining and provide ore to
supplement gold production at Hillside.
NARA
Nara comprises 45 contiguous gold claims of approximately 10 Ha each. Nara has
a total area of 414.9 Ha.
INTERIM MANAGEMENT REPORT 30 JUNE 2025 (continued)
In June 2023 Kavango signed an exclusive two year option to acquire 100% of
a producing gold exploration project in Matabeleland, southern Zimbabwe. The
Nara claims have, in the past, supported high-grade underground mining and
small-scale open pit mining and custom milling over the last 30 years.
Metallurgical test work and engineering design and costing enabled the Company
to delineate a JORC Mineral Resource over two tailings dumps at Nara (see
Figure 1) in 2024.
Classification Tonnage (t) Au grade (g/t) Contained Au (oz)
Measured 77,664 0.54 1,346
Indicated 221,934 0.65 4,637
Sub-total 299,598 0.62 5,983
Inferred 12.2 0.66 258
Total 299,610 0.62 6,241
Figure 1: JORC Mineral Resource over two tailings dumps at Nara
Technical studies are ongoing to determine the optimal route for processing
the tailings at a nearby facility.
The primary target zone is around the historic N1 mine, where the Company is
assessing the potential to expand artisanal workings both at depth and along
strike.
The Company exercised the option to acquire 100% of Nara for US$4,000,000 on
27 June 2025, with a completion date of 9 December 2025 or sooner. The Company
has already paid US$260,000 of the Nara acquisition price.
In the first half of 2025, Kavango completed analysis of diamond drill cores
taken from Nara in 2024. This informed the Company's decision to exercise the
Nara option.
Projects, Botswana
In Botswana, Kavango holds prospecting licences (directly and through joint
ventures) for three projects: the Kalahari Copper Belt Project ("KCB"), the
Kalahari Suture Zone Project ("KSZ"), and the Ditau Project ("Ditau"). The
focus is on copper-silver at the KCB, copper-nickel-platinum group elements at
the KSZ, and gold-copper at Ditau.
The Company's exploration strategy in Botswana is primarily led by geophysics.
The ground covered by the Company's PLs is historically underexplored, or even
unexplored, which means there has been little reliable regional data to guide
drilling. The stratigraphy is often unknown, meaning that it can be highly
challenging to predict ground conditions and to drill through the layers of
geology safely. The presence of sand cover obscuring regional geology across
the Company's Botswana PLs has meant there has been a lack of geological
evidence of the rock formations the Company is targeting. These formations can
only be confirmed by successfully drilling them and extracting core samples.
Exact amounts and timing of further drilling will depend on the success of
geophysical and other surveys in prioritising drill targets, depths of
drilling, drilling conditions and results.
In Botswana, Parliament has passed a law that limits the total land holding by
any one company to 10,000 square kilometres ("km(2)"). With the recent
pronouncement by the new Minister of Minerals and Energy that companies who
have not converted their PLs to mining licences will lose them, management
took a decision to withdraw the renewal applications of the old PLs to show
good faith. Kavango is currently undergoing a review of its licence holdings
in Botswana, to bring its total land package size to below the 10,000km(2)
limit.
KALAHARI COPPER BELT
The KCB Project is located within an area of recently discovered
sediment-hosted copper deposits. The KCB extends 1,000km by 250km from NE
Botswana to central Namibia. The Company has interests in a total of 18
licences in the KCB, covering 6,212.78km(2).
Kavango has spent six months improving the interpretation of geophysical
survey data taken over recent years at Karakubis to develop a target model for
discovery of potential Tier 1 copper-silver mineralisation. The Company is
encouraged by the results of this and is currently preparing final targets for
a follow-up drill programme later this year.
In collaboration with First Quantum Minerals ("First Quantum"), Kavango
gathered additional Controlled-Source Audio-frequency Magnetotelluric
and Induced Polarization data along a section line located over First
Quantum's deep (1,266.40m) mineral systems exploration hole. This has
provided Kavango with access to important drill core, across the key target
horizon for copper-silver mineralisation in the KCB. Such physical data acts
as a crucial control for interpretation of geophysical survey data to identify
higher-confidence drill targets.
INTERIM MANAGEMENT REPORT 30 JUNE 2025 (continued)
DITAU
Kanye Botswana has 100% working interests in four prospecting licences ("PLs")
(PL169/2012, PL010/2019, PL2506/2023, and PL 2507/2023) in the Ditau Project
that cover an area of 2,652.87km(2). Kavango is operator. At the Ditau
Project, geophysical analyses by Kavango in the area have identified 12
geophysical anomalies. Drilling by Kavango has identified anomalous levels of
copper and gold and evidence of brecciation and hydrothermal activity at one
of these. Analysis work by a recognised expert in Banded Iron Formation-hosted
lode gold mineralising systems, has identified the potential for a lode-gold
system at Ditau. A Technical Report has been released for Ditau which
concluded that Ditau is an attractive early-stage exploration project with the
potential to host a variety of mineralisation styles, warranting a systematic
exploration effort consisting of detailed geophysical surveying and a
significant amount of drilling.
KALAHARI SUTURE ZONE
The KSZ project is a 450km long magnetic structure of continental significance
in SW Botswana where Kavango hold 11 PLs covering 5,361.41km(2.) It is
considered prospective for massive sulphides and the Company's management
believes the geological setting and formation is similar to the giant
copper-nickelPGE deposits at Norilsk in Siberia.
While Kavango's work in the KSZ has focussed on the Ni-Cu-PGE model, the
Company is also investigating a second mineralisation style within the "Great
Red Spot" target. Located in Prospecting Licence PL365/2018, the Great Red
Spot is a 5km x 8km magnetic anomaly on the western margin of the Kaapvaal
Craton, which Kavango interprets as a promising location for magmatic
intrusions and mineralising systems. It lies at the nexus of 4 interpreted
regional geological structures. A Technical Report for KSZ is in
preparation.
Kavango is presently considering recommendations regarding Ditau and next
steps for the KSZ.
Principal risks and uncertainties
The principal risks and uncertainties facing our business are monitored on an
ongoing basis. The Board of Directors (the "Board") have reviewed the
principal risks and uncertainties disclosed in the 2024 annual report and
concluded that they remain applicable for the second half of the financial
year. A detailed description of these risks and uncertainties is set out on
pages 18 to 22 of the 2024 annual report.
The Board
Changes in Board composition in 2025 are set out below.
As announced on 9 June 2025, David Smith indicated his intention to retire
from the Board on 30 June 2025, at which time Peter Wynter Bee stepped into
the role of Chairman. Peter Wynter Bee joined the Board as a non-executive
director on 16 January 2023 and became deputy Chairman. On 1 July 2025 Gautam
Dalal was appointed a non-executive director.
Other Changes
Chief Operating Officer: As announced on 3 March 2025 Alexandra Rose Gorman
("Alex") was appointed Chief Operating Officer ("COO") in June 2025. Alex has
been Company director since June 2024 and continues in that role in an
executive capacity.
Broker: On 18 June 2025 the Company announced the appointment of Shard
Capital as the Company's sole broker.
Closing comments
During H1 2025 the Company, has made significant progress in Zimbabwe and
achieved strategic milestones. The Board would like to especially thank our
loyal shareholders and our employees as well as our contractors, for their
continuing support and belief in the Company strategy. The Board extends its
gratitude to our CEO and COO and their diligent and loyal teams for their
continued hard work, who have helped to make possible all that the Company has
achieved to date and as we move forward with the Cap-Ex Programme.
As noted above, Alex was appointed as COO and moved to Zimbabwe in June 2025
and is already proving to be a strong asset to the team in Zimbabwe and
Botswana. Post the Half Year we welcomed Gautam Dalal ("Gautam") to the
Board. Gautam brings a great deal of board-level experience and will further
strengthen the Board as we move into the next phase of the Company's
development.
Directors' Responsibility Statement
We confirm that to the best of our knowledge:
- The condensed consolidated interim financial statements have
been prepared in accordance with International Accounting Standard 34,
'Interim Financial Reporting', as adopted for use in the United Kingdom.
- Give a true and fair view of the assets, liabilities, financial
position and loss of the Group.
- The Interim Management Report includes a fair review of the
information required by DTR 4.2.7R of the Disclosure and Transparency Rules,
being an indication of important events that have occurred during the first
six months of the financial year and their impact on the set of interim
financial statements; and a description of the principal risks and
uncertainties for the remaining six months of the year; and
- The Interim Management Report includes a fair review of the
information required by DTR 4.2.8R of the Disclosure and Transparency Rules,
being the information required on related party transactions.
The Interim Management Report was approved by the Board, and the above
responsibility statement was signed on its behalf by:
Peter Wynter Bee, Chairman
16 September 2025
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
Condensed Consolidated Statement of Total Comprehensive Income
For the Interim Period Ended 30 June 2025
Six months to 30 June 2025 Six months to 30 June 2024
(Unaudited) (Unaudited)
Notes US$'000 US$'000
Continuing operations
Revenue 420 209
Cost of sales (830) (168)
Gross (loss) / profit (410) 41
Administrative expenses 4 (661) (1,045)
Pre-licence exploration costs 5 (4,817) (1,060)
Other (losses)/gains - (loss)/gain on fair value of financial assets 10 (54) 325
Loss on disposal of property, plant and equipment (106) -
Loss from operating activities (6,048) (1,739)
Finance income 17 19
Finance expense (45) -
Loss before tax (6,076) (1,720)
Taxation - -
Loss for the period attributable to owners of the parent (6,076) (1,720)
Other comprehensive income
Items that may be subsequently reclassified to profit or loss:
Currency translation differences 1,978 (112)
Other comprehensive income/(loss), net of tax 1,978 (112)
Total comprehensive loss for the period attributable to owners of the parent (4,098) (1,832)
Earnings per share from continuing operations attributable to owners of the
parent:
Basic and diluted loss per share (cents) 6 (0.22) (0.13)
Condensed Consolidated Statement of Financial Position
For the Interim Period Ended 30 June 2025
30 June 2025 31 Dec 2024
(Unaudited) (Audited)
Notes US$'000 US$'000
Assets
Non-current assets
Property, plant, and equipment 1,385 940
Intangible assets 7 16,036 14,071
Total non-current assets 17,421 15,011
Current assets
Inventories 220 103
Trade and other receivables 8 1,916 1,801
Loan receivables 9 - 571
Financial assets at fair value through profit or loss 10 401 418
Cash and cash equivalents 3,262 1,105
Total current assets 5,799 3,998
Total assets 23,220 19,009
Liabilities
Current liabilities
Trade and other payables 937 712
Convertible loan notes 11 - 4,763
Total current liabilities 937 5,475
Total liabilities 937 5,475
Net assets 22,283 13,534
Equity
Share capital 11 3,834 1,989
Share premium 11 40,314 29,338
Share option reserve 1,890 1,860
Warrant reserve - 465
Foreign exchange reserve 1,409 (569)
Reorganisation reserve (1,591) (1,591)
Retained losses (23,755) (18,144)
Equity attributable to owners of the company 22,101 13,348
Non-controlling interests 182 186
Total equity 22,283 13,534
Condensed Consolidated Statement of Changes in Equity
For the Interim Period Ended 30 June 2025
Equity attributable to owners of the company
Share Share Premium Reorganisation Reserve Share Option Reserve Warrant Reserve Foreign Exchange Reserve Retained deficit Total Non-controlling interests Total
Capital Equity
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US'000
As at 1 January 2024 1,663 25,789 (1,591) 1,673 609 (350) (9,626) 18,167 186 18,353
Loss for the period - - - - - - (1,720) (1,720) - (1,720)
Other comprehensive loss:
Foreign currency exchange difference - - - - - (112) - (112) - (112)
Total comprehensive loss for the period - - - - - (112) (1,720) (1,832) - (1,832)
Issue of ordinary shares 326 3,583 - - - - - 3,909 - 3,909
Costs of share issues - (96) - - - - - (96) - (96)
Share-based payments - expensed - - - 131 - - - 131 - 131
Total transactions with owners 326 3,487 - 131 - - - 3,944 - 3,944
As at 30 June 2024 1,989 29,276 (1,591) 1,804 609 (462) (11,346) 20,279 186 20,465
As at 1 January 2025 1,989 29,338 (1,591) 1,860 465 (569) (18,144) 13,348 186 13,534
Loss for the period - - - - - - (6,076) (6,076) - (6,076)
Other comprehensive income:
Foreign currency exchange difference - - - - - 1,978 - 1,978 (4) 1,974
Total comprehensive loss for the period - - - - - 1,978 (6,076) (4,098) (4) (4,102)
Warrants lapsed (465) 465 -
Issue of ordinary shares 1,845 11,069 - - - - - 12,914 - 12,914
Costs of share issues - (93) - - - - - (93) - (93)
Share-based payments - expensed - - - 30 - - - 30 - 30
Total transactions with owners 1,845 10,976 - 30 - - - 12,851 - 12,851
As at 30 June 2025 3,834 40,314 (1,591) 1,890 - 1,409 (23,755) 22,101 182 22,283
Condensed Consolidated Statement of Cash Flows
For the Interim Period Ended 30 June 2025
Six months to 30 June 2025 Six months to 30 June 2024
(Unaudited) (Unaudited)
Notes US$'000 US$'000
Cash flows from operating activities
Loss before taxation (6,076) (1,720)
Adjustments for:
Depreciation 110 -
Loss on disposal of property, plant and equipment 106 -
Offset of loan advanced against pre-licence exploration costs 9 408 -
Reduction in expected credit loss on amounts due from shareholder (19) -
Finance income (17) (19)
Finance expense 45 -
Share option expense 30 131
Fair value adjustments on convertible loan note to Pambili 9 163 -
Fair value adjustments on listed securities 10 54 (325)
Net cash used in operating activities before changes in working capital (5,196) (1,933)
Decrease / (increase) in trade and other receivables 307 (207)
Increase / (decrease) in trade and other payables 272 (49)
Increase in inventories (117) (7)
Net cash used in operating activities (4,735) (2,196)
Investing activities
Payments for property, plant and equipment (662) (522)
Loans advanced to third parties - (402)
Payments for intangible assets (519) (828)
Payments for intangible assets (deferred consideration) - (678)
Payment for Hillside Project acquisition held in escrow - (650)
Bank interest received 12 13
Net cash used in investing activities (1,269) (3,067)
Financing activities
Proceeds from issue of share capital and warrants 11 8,106 3,909
Cost of share issue 11 (93) (96)
Net cash generated from financing activities 8,013 3,813
Net increase/ (decrease) in cash and cash equivalents 2,109 (1,450)
Cash and cash equivalents at beginning of period 1,105 3,393
Effects of exchange rates on cash and cash equivalents 48 (127)
Cash and cash equivalents at end of the period 3,262 1,816
NOTES TO THE INTERIM REPORT FOR SIX MONTHS ENDED 30 JUNE 2025
1. Basis of preparation
These condensed consolidated interim financial statements include results of
Kavango Resources Plc (the "Company") and its subsidiaries (the "Group") and
have been prepared under the historical cost convention except for revaluation
of certain financial instruments and on a going concern basis and in
accordance with UK-adopted International Accounting Standards.
In the opinion of the Directors, the condensed consolidated interim financial
statement for this period fairly presents the financial position, results of
operations and cash flows for this period.
The Board of Directors approved these condensed consolidated interim financial
statements on 15 September 2025.
Statement of compliance
These condensed consolidated interim financial statements have been prepared
in accordance with UK-adopted International Accounting Standard 34 'Interim
Financial Reporting'. They do not constitute statutory accounts as defined in
s434 of the Companies Act 2006.
The condensed consolidated financial statements should be read in conjunction
with the audited consolidated annual financial statements for the year ended
31 December 2024, which have been prepared in accordance with UK-adopted
International Accounting Standards.
The condensed consolidated financial information for the year ended 31
December 2024 does not constitute the Company's statutory accounts for that
year but is derived from those accounts. Statutory accounts for the year ended
31 December 2024 have been delivered to the Registrar of Companies. The
auditors reported on those accounts and their report was unqualified and did
not contain a statement under s498(2) or (3) of the Companies Act 2006.
The condensed consolidated interim financial statements for the period ended
30 June 2025 have not been audited or reviewed in accordance with the
International Standard on Review Engagements 2410 issued by the Financial
Reporting Council (FRC).
Accounting policies
The condensed consolidated interim financial statements have been prepared
using applicable accounting policies and practices consistent with those
adopted in the statutory audited consolidated annual financial statements for
the year ended 31 December 2024 and those expected to be in force for the year
ended 31 December 2025.
Critical accounting judgements and estimates
The preparation of the condensed consolidated interim financial statements
requires Directors to make judgements, estimates and assumptions that affect
the application of accounting policies and the reported amounts of assets and
liabilities, income and expense. Actual results may differ from these
judgements and estimates.
In preparing these condensed consolidated interim financial statements, the
significant judgements made by management in applying the Group's accounting
policies and the key sources of estimation uncertainty were the same as those
that applied to the audited consolidated financial statements for the year
ended 31 December 2024.
Going Concern
The condensed consolidated interim financial statements are prepared on a
going concern basis. In assessing whether the going concern assumption is
appropriate, the Directors have considered all relevant available information
about the current and future position of the Group, including the Group's cash
position and the budgeted level of spending on exploration and corporate
activities. The Directors are satisfied that following the successful
completion of fundraising in August and September 2025, which raised gross
proceeds of approximately US$6.6 million, together with the Comarton funds
totalling US$5 million, to be drawndown in three tranches the Group has
sufficient cash reserves to sustain the minimum level of exploration spending
that is required as part of licence conditions and minimum corporate overheads
activities for a period of not less than 12 months from the date of signing
these financial statements. Therefore, the Directors continue to adopt the
going concern basis of accounting in the preparation of the financial
statements.
2. Financial risk management and financial instruments
Risks and uncertainties
The Board continually assesses and monitors the key financial risks of the
business. The key financial risks that could affect the Group's medium-term
performance and the factors that mitigate those risks have not substantially
changed from those set out in the Group's 2024 Annual Report and Financial
Statements, a copy of which is available from the Group's website:
www.kavangoresources.com. The key financial risks are market risk (including
currency risk and equity price risk), credit risk and liquidity risk.
NOTES TO THE INTERIM REPORT FOR SIX MONTHS ENDED 30 JUNE 2025 (continued)
3. Segmental disclosures
The Group's reportable segments are as follows:
Exploration: the exploration operating segment is presented as an aggregate of
all licences in which the Group has economic interest as well as pre-licence
expenditure. Expenditure on exploration activities for each licence is used to
measure agreed upon expenditure targets for each licence to ensure the licence
clauses are met;
Mining: includes the results of the Group's mining contract operations in
Zimbabwe;
Corporate: the corporate segment includes the holding and intermediate holding
companies' costs in respect of managing the Group.
Segmental results are detailed below:
Mining Exploration Corporate Total
US$'000 US$'000 US$'000 US$'000
30 June 2025 (unaudited)
Revenue 420 - - 420
Cost of sales (830) - - (830)
Gross profit (410) - - (410)
Pre-licence exploration costs - (4,817) - (4,817)
Administrative and other costs - - (661) (661)
Gain on fair value of financial assets - - (54) (54)
Disposal of property, plant and equipment (106) - - (106)
Finance income - - 17 17
Finance expense (45) (45)
Loss before tax (516) (4,817) (743) (6,076)
Mining Exploration Corporate Total
US$'000 US$'000 US$'000 US$'000
30 June 2024 (unaudited)
Revenue 209 - - 209
Cost of sales (168) - - (168)
Gross profit 41 - - 41
Pre-licence exploration costs - (1,060) - (1,060)
Administrative and other costs - - (1,045) (1,045)
Gain on fair value of financial assets - - 325 325
Finance income - - 19 19
Loss before tax 41 (1,060) (701) (1,720)
NOTES TO THE INTERIM REPORT FOR SIX MONTHS ENDED 30 JUNE 2025 (continued)
3. Segmental disclosures (continued)
Segmental assets and liabilities are detailed below:
Non-current assets Non-current liabilities
30 June 31 Dec 30 June 31 Dec
2025 2024 2025 2024
(Unaudited) (Audited) (Unaudited) (Audited)
US$'000 US$'000 US$'000 US$'000
Exploration - intangible assets and equipment (Botswana) 16,107 14,147 - -
Exploration: equipment (Zimbabwe) 948 864 - -
Mining: equipment (Zimbabwe) 361 - - - -
Corporate (London) 5 - - -
Total of all segments 17,421 15,011 - -
Total assets Total liabilities
30 June 31 Dec 30 June 31 Dec
2025 2024 2025 2024
(Unaudited) (Audited) (Unaudited) (Audited)
US$'000 US$'000 US$'000 US$'000
Exploration (Botswana) 17,102 14,508 238 73
Exploration (Zimbabwe) 2,445 1,577 55 285
Mining (Zimbabwe) 2,977 2,722 383 5,117
Corporate (London) 696 202 261 -
Total of all segments 23,220 19,009 937 5,475
4. Administrative expenses
Administrative expenses for the period ended 30 June 2025 of US$ 661,000 (June 2024: US$ 1,045,000) include a share-based payment charge of US$30,000 (June 2024: US$ 131,000) in relation to the Company's share options.
5. Pre-licence exploration costs
During the period ended 30 June 2025, the Group incurred pre-licence
exploration costs of US$4,817,000 (June 2024: US$1,060,000) in Zimbabwe. The
Group has options over several licence areas in Zimbabwe, consisting of the
Nara Project, and the Leopard and Hillside Projects. The Group incurs option
fees to gain access to the licence areas and perform exploration work to
evaluate the potential of each project. The ownership of exploration data
collected remains with the licence holders until the options are exercised and
the acquisitions are completed. Further details on each project can be found
in the Interim Management Report.
Nara Project
The Nara Project comprises 45 contiguous gold claims. On 26 June 2023, the
Group entered into an exclusive two-year option agreement to acquire the
claims for US$ 4,000,000 in cash, plus an earn-out based on a declaration of a
code-compliant resource estimate.
The option fee is $220,000 payable in 6-monthly instalments in advance and as
part of the agreement the Company is required to spend a minimum of US$
500,000 on exploration in the first year, with a total exploration spend of
US$ 2,000,000 over the option term.
The Group exercised the option on 30 June 2025, and the acquisition is
expected to be completed by 9 December 2025.
NOTES TO THE INTERIM REPORT FOR SIX MONTHS ENDED 30 JUNE 2025 (continued)
5. Pre-licence exploration costs (continued)
Leopard and Hillside Projects
The Hillside Project comprises 44 gold claims, plus additional claims covering
an area of 896Ha at Leopard North and Leopard South. The Group exercised the
option over Hillside and Leopard South in April.
The acquisition of the Hillside Project and Leopard South has not completed by
30 June 2025. The terms of the acquisition are as follows:
a) US$ 600,000 cash consideration payment to the sellers of Hillside and
US$ 50,000 cash consideration to the sellers of Leopard South. The total cash
payable of US$ 650,000 remains in escrow and is included within the other
receivables balance (note 18) whilst the transaction completes.
b) A further US$ 1,000,000 of shares are to be issued in the Company in
the event that a code compliant resource in excess of 200,000 oz gold is
defined.
c) The Group to assume responsibility for up to $350,000 of debt owed,
which is repayable at $10,000 per month.
d) The Group granted a royalty of 5% of gold production on the
properties, capped at a value of $1,500,000, and which the Company may at its
option buy out within 12 months for an issue of 63,125,000 shares in the
Company.
e) Completion is subject to satisfactory transfer by the sellers of
the mining claims into Kavango's Zimbabwe subsidiary, and on the Company
paying the Zimbabwe Special Capital Gains Tax ("SCGT") due on the transaction.
6. Loss per share
The calculation of earnings per share is based on the loss attributable to
equity holders divided by the weighted average number of shares in issue
during the period.
Six months to 30 June 2025 Six months to 30 June 2024
(Unaudited) (Unaudited)
US$'000 US$'000
Loss for the period from continuing operations 6,076 1,720
Six months to 30 June 2025 Six months to 30 June 2024
(Unaudited) (Unaudited)
Number Number
Weighted average number of ordinary shares for the purpose of calculating 2,794,194,484 1,369,141,423
basic earnings per share
Six months to 30 June 2025 Six months to 30 June 2024
(Unaudited) (Unaudited)
US Cents US Cents
Basic and diluted loss per share 0.22 0.13
NOTES TO THE INTERIM REPORT FOR SIX MONTHS ENDED 30 JUNE 2025 (continued)
7. Intangible assets
Intangible assets comprise entirely of exploration and evaluation assets.
Six months to 30 June 2025 12 months to 31 Dec 2024 (Audited)
(Unaudited)
US$'000 US$'000
At 1 January 14,071 14,586
Additions 523 2,355
Impairment - (2,737)
Translation differences 1,442 (133)
At period end 16,036 14,071
During the period ended 30 June 2025, the additions balance relates to the
Group's exploration activity in Botswana. Details on the exploration activity
can be found in the Interim Management Report.
Impairment review
The Directors have undertaken a review to assess whether the following
impairment indicators existed as at 30 June 2025 or subsequently prior to the
approval of these condensed consolidated interim financial statements:
1. Licences to explore specific areas have expired or will expire in
the near future and are not expected to be renewed;
2. No further substantive exploration expenditure is planned for a
specific licence;
3. Exploration and evaluation activity in a specific licence area
have not led to the discovery of commercially viable quantities of mineral
resources and the Board has decided to discontinue such activities in the
specific area; and
4. Sufficient data exists to indicate that, although a development in
the specific area is likely to proceed, the carrying amount of the exploration
and evaluation asset is unlikely to be recovered in full of successful
development or by sale.
Following their assessment, the Directors concluded that no impairment
indicators exist and thus no impairment charge is necessary.
8. Trade and other receivables
30 June 2025 31 Dec 2024 (Audited)
(Unaudited)
US$'000 US$'000
Amounts due from shareholders (note 11) 306 287
VAT recoverable 306 242
Other receivables and prepayments 1,304 1,272
1,916 1,801
Other receivables and prepayments include the following:
In the year ended 31 December 2024, the Group advanced a short-term working
capital loan to Pambili Natural Resources Corporation ("Pambili"), a gold
exploration company listed on the TSX-V in Canada, of US$ 68,000. During the
period ended 30 June 2025, the working capital loan was refinanced as
disclosed in note 9.
In April 2024, the Company exercised the option to acquire the Hillside and
Leopard South Projects and transferred the exercise price of US$ 650,000 into
an escrow account. The acquisition has not completed by 30 June 2025 and the
funds remained in escrow.
NOTES TO THE INTERIM REPORT FOR SIX MONTHS ENDED 30 JUNE 2025 (continued)
9. Loans receivables
30 June 2025 31 Dec 2024 (Audited)
(Unaudited)
US$'000 US$'000
Loan advanced to Pambili - 163
Loan advanced to Equity Drilling - 408
- 571
Loan advanced to Pambili
During the year ended 31 December 2024, the Group provided a loan to Pambili
of US$ 152,000. The loan was unsecured and repayable by no later than 31
January 2025. The loan included an arrangement fee of US$ 15,000 which was
accounted for as interest, with interest income of US$ 4,900 recognised in the
period ended 30 June 2025 (June 2024: US$ 6,000).
In March 2025, the loan, together with the working capital advance of US$
68,000 (note 8) was refinanced as a convertible loan note ("CLN") with a term
of 12 months and is convertible at the Group's discretion into "Units" at a
fixed price of CAD 0.05 per Unit. Each Unit comprises one Pambili common share
and one-half of a common share purchase warrant. Each whole warrant entitles
the holder to acquire one additional share at a strike price of CAD 0.10,
exercisable for 12 months following the date of conversion. Noting Pambili's
financial difficulties, the Directors consider the fair value of the CLN to be
nil with a corresponding loss of US$ 163,000 recognised within administrative
expenses in Condensed Consolidated Statement of Total Comprehensive Income.
Loan advanced to Equity Drilling
During the year ended 31 December 2024, the Group provided a US$ 478,000 loan
to its drilling contractor, Equity Drilling Zimbabwe (Pvt) Limited, to
facilitate acquisition of drilling equipment in Zimbabwe. The loan is secured
against the assets and is interest-free. The loan was repayable no later than
31 December 2025 and a total of $70,000 was repaid by 31 December 2024. During
the period ended 31 June 2025, the remainder of the loan offset against
pre-licence exploration expense.
10. Financial assets at fair value through profit or loss
30 June 2025 31 Dec 2024 (Audited)
(Unaudited)
US$'000 US$'000
Listed securities 401 418
401 418
Listed securities
Interest in listed entities comprises of the Company's investments in Power
Metal Resources PLC ("Power Metals") and Pambili. The fair values of the
shares is based on their unadjusted quoted market price, which represents a
Level 1 input within the fair value hierarchy of IFRS 13 Fair value
measurement ("IFRS 13").
At 31 December 2024, the fair value of Group's investment in Power Metals, an
AIM-listed metal exploration company, was US$ 96,000. The fair value
subsequently decreased to US$ 90,000 as at 30 June 2025 with a loss of US$
14,000 recognised in profit or loss. A foreign exchange gain of US$ 8,000 has
also been recognised.
As 31 December 2024, the fair value of the Group's shares in Pambili was US$
322,000. As at 30 June 2025, the Group's interest decreased to US$ 311,000 as
with the corresponding loss of US$ 40,000 recognised in profit or loss. A
foreign exchange gain of US$ 29,000 has also been recognised.
The Group's other financial assets at fair value through profit or loss
include the CLN issued by Pambili and disclosed in note 9. The fair value of
the CLN is not based on observable market inputs which represent a Level 3
input within the fair value hierarchy of IFRS 13. The Directors consider the
fair value of the CLN to be nil.
NOTES TO THE INTERIM REPORT FOR SIX MONTHS ENDED 30 JUNE 2025 (continued)
11. Share capital and share premium
Ordinary shares Share Share premium Total
capital
No. US$'000 US$'000 US$'000
At 1 January 2025 1,562,683,176 1,989 29,338 31,327
Share placing 1,486,023,645 1,845 11,068 12,913
Issue costs - - (93) (93)
At 30 June 2025 3,048,706,821 3,834 40,314 44,147
On 31 January 2025, the Company successfully raised gross proceeds of US$
8,151,000 through the placement of 938,028,569 new ordinary shares at 1 pence
per share. In addition, the principal and accumulated interest totalling US$
4,762,000 on the convertible loan notes were converted into 547,995,076 new
ordinary shares at a conversion price of 0.7 pence per share.
In November 2022 the Company raised US$ 4,164,000 through the issue of
194,444,437 shares and 194,444,437 3p warrants. Of this amount, as at 30 June
2025 and the date of approval of these condensed consolidated interim
financial statements, £306,000 (June 2024: US$ 632,000; December 2024: US$
287,000) remain outstanding from one subscriber, Arigo Capital, and are
included within the trade and other receivables balance (note 8). The
Directors are in continued discussions with Arigo Capital on arranging a
settlement solution.
12. Significant events after the reporting date
In August/September 2025 the Company successfully raised gross proceeds of US$3.5 million in Zimbabwe at a conversion price of £0.01 per ordinary share. In addition, tranche one, being the first of three tranches of the Comarton convertible loan notes was drawn down (US$935,660.00) and converted into 264,000,106 new ordinary shares at a conversion price of £0.01 per share.
On 8 September 2025, the Company's ordinary shares were successfully admitted to trading on the VFEX, Zimbabwe, by way of a secondary listing.
On 9 September 2025, the Company successfully raised gross proceeds of £2.27 million through a subscription and placing of 227,751,720 new ordinary shares at £0.01 per share.
13. Other matters
A copy of the Interim Management Report and the condensed consolidated interim
financial statements is available on Kavango's website:
www.kavangoresources.com (http://www.kavangoresources.com)
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END IR PKPBKFBKDCCDRecent news on Kavango Resources
See all newsREG - Kavango Resources - Change of Registered Address
AnnouncementRCS - Kavango Resources - VFEX Listing Ceremony Livestream
AnnouncementREG - Kavango Resources - 8.09g/t gold intercepted over 8.05m at Bill’s Luck
AnnouncementREG - Kavango Resources - Unaudited Interim Results
AnnouncementREG - Official List - Official List Notice
Announcement