Initial admission - Offcl Lst - Kavango Resources

RNS Number : 1903W

Kavango Resources PLC

31 July 2018

 

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This announcement is an advertisement and not a prospectus. It does not constitute or form part of, and should not be construed as, an offer to sell or issue, or a solicitation of any offer to buy or subscribe for, any securities, nor should it or any part of it form the basis of, or be relied on in connection with, any contract or commitment whatsoever.

 31 July 2018

KAVANGO RESOURCES plc

("Kavango" or the "Company")

ADMISSION TO MAIN MARKET AND FIRST DAY OF DEALINGS

Kavango Resources plc, a mining group targeting the discovery of world class mineral deposits in Botswana, is pleased to announce the admission of its entire issued and to be issued ordinary share capital (the "Ordinary Shares") to the Standard List segment of the Official List of the UK Listing Authority and to trading on the Main Market for listed securities of the London Stock Exchange ("Admission") at 08:00am on 31 July 2018 under the TIDM (Stock Code): KAV.

Highlights

·     Admission of the Ordinary Shares to the Official List and to trading on the Main Market of the London Stock Exchange.

·     Placing of 60,000,000 new Ordinary Shares at 2.5 pence per share to raise £1,500,000 (before expenses) and an initial market capitalisation of £3.35m (the "Placing") at the Placing price.

·    Each Placing share has a warrant attached exercisable at 12 pence any time within the 24 month period following Admission which if exercised gives the warrant holder the right to an additional half warrant exercisable at 24 pence within 48 months of Admission.

·    Kavango Resources is a holding company with Kavango Minerals (Pty) Ltd) ("Kavango Minerals") its 100% owned subsidiary in Botswana. 

·    Kavango Minerals is the holder of 15 prospecting licences in two regions of Botswana and all of the licences held by the group are in good standing.

·    Kavango Minerals is exploring for Ni-Cu-PGE rich sulphide orebodies.

·   The Competent Person's Report obtained by the Company and contained within the Prospectus is of the opinion that the Projects have sound technical merits to be considered prospective, subject to varying degrees of exploration risk, and warrant the exploration programmes proposed by Kavango to assess their economic potential.

·    Proceeds of the Placing will be used primarily to conduct helicopter-borne electromagnetic surveys over one or more of the areas licenced to Kavango and to conduct drilling of identified targets.

·    Kavango has an experienced Board and management team with a deep understanding and knowledge of the financial markets and operating exploration programmes in Africa.

·     Further information in respect of the Company and its business interests is provided below and also on the Company's website at www.kavangoresources.com.  

Michael Foster, Chief Executive Officer of Kavango Resources commented:

"We are delighted to be able to announce Kavango Resources' admission to the London Stock Exchange and would like to thank the Exchange and our advisor network for their assistance in reaching this important milestone.

We welcome the new shareholders who participated in the placing, the proceeds from which enables our experienced in-country team to continue with the prospecting of our licences covering almost 7,000 Km² of south west Botswana.

We believe the under-explored licence area has potential for the discovery of world class base and precious metal deposits and we look forward to delivering further information with respect to our exploration plans and ongoing work programmes in due course."

Directors

§ Douglas Wright: is Non-Executive Chairman and brings to the board a great deal of City experience in the small to mid-cap space.

§ Michael Foster: is Chief Executive Officer. With the benefit of a geological and City background he has over the last 30 years successfully managed listed junior exploration companies with operations throughout Africa.

§ Michael (Mike) Moles: is Non-Executive Director and a founder of Kavango Minerals.  He is a geologist with a successful track record of realising value from mineral discoveries in Southern Africa. He is responsible for exploration strategy at Kavango.

 Senior Management Team

§ John Forrest: is Chief Financial Officer. He is an accountant with over 20 years of corporate finance experience in the resource sector in Africa and south-east Asia.

§ Hillary Gumbo: is a founder of Kavango Minerals. He is a geologist and geophysicist with 30 years of experience throughout southern Africa. He will be responsible for day-to-day exploration activities in Botswana.      

For further information please contact:

Kavango Resources plc
Michael Foster	[phone]
www.kavangoresources.com
City & Westminster Corporate Finance LLP	[phone]
Nicola Baldwin

SI Capital Limited (Broker)                                                                                 [phone]

Nick Emerson / Alan Gunn                                           

INTRODUCTION TO KAVANGO RESOURCES

Kavango Resources was formed to acquire natural resource assets, the first of which was the acquisition of Navassa Resources Ltd in December 2017.  Navassa Resources Limited is the parent company of Kavango Minerals (Pty) Ltd, the holder of 15 Prospecting Licences ("PLs") in two areas in Botswana:

a) the Northwestern Botswana project (referred to herein and the CPR as the "Kavango Copper Project" or "KCP"); and

b) the Kalahari Suture Zone project (the "KSZ Project or "KSZ") (located in Southwestern Botswana). 

All 15 PLs entitle Kavango Minerals to prospect for "Metals" which includes all precious metals, base metals and rare earth elements.  

Both Projects are regarded as 'early stage exploration projects'.  Based on current geological evidence, the Competent Person is of the opinion that the Projects have sound technical merits to be considered prospective, subject to varying degrees of exploration risk, and warrant the exploration programmes proposed by Kavango to assess their economic potential.

Kavango Minerals is the holder of all of the licences comprising the KCP, however, until termination of a JV Earn In Agreement becoming effective (see below), Rio Tinto Mining & Exploration ("RTME") is the operator and currently funds 100% of the expenditure on one of the PLs (253/2012) which is subject to this JV Earn In Agreement.  Following termination becoming effective, Kavango Minerals will be the operator of this PL.

Kavango Minerals received notice on 28 June 2018 from RTME of its intention to terminate the JV Earn In Agreement.  In accordance with the terms of the JV Earn In Agreement, termination becomes effective 60 days after the date of the termination notice and, within that 60-day period, RTME is contractually obliged to complete a handover of the results of all exploration work in the relevant PL area and to provide details of expenditure. 

EXPLORATION RATIONALE

KCP

The exploration rationale in relation to the KCP is premised on the interpreted correlation between Proterozoic rocks underlying Kalahari cover in Northwest Botswana and the Katanga Sequence which hosts the Central African Copperbelt deposits in Zambia and the DRC. Northwest Botswana is considered prospective for exploration targeting of sediment-hosted copper-cobalt deposits as well as related structurally controlled secondary copper-cobalt deposits. Previous work has provided sufficient encouragement to warrant further exploration.

Kavango believes that work conducted by RTME to date has been insufficient to fully test this rationale and additional exploration work might be necessary to confirm the interpreted stratigraphic correlation and identification of appropriate targets for drill testing.

KSZ

In respect of the KSZ Project, after a review of historic borehole material, aeromagnetic and gravity data, Kavango Minerals carried out various ground geophysical and soil sampling surveys and concluded that a helicopter-borne electromagnetic survey over much of the Project area should be conducted to assess the possibility of buried Ni-Cu-PGE sulphide mineralisation along and adjacent to the Kalahari Suture Zone.

PROPOSED WORK PROGRAMMES

KCP Project

As mentioned above, RTME has served notice of its intention to terminate the JV Earn In Agreement (with respect to  PL253/2012).  Accordingly, and as part of the termination handover process, it is obliged to provide Kavango Minerals with all of its results (including drilling results) after which Kavango Minerals will be able to assess whether to continue the programme commenced by RTME. No significant field work is planned by the Group on the remaining two licenses in the KCP (248/2014 and 302/2012) until the work conducted by RTME has been fully evaluated.

KSZ Project

Kavango Minerals is focussing its exploration efforts on the KSZ Project and has prepared a staged exploration programme. The Competent Person supports this plan to conduct an electromagnetic ("EM") helicopter-borne survey over the KSZ area.

As results become available from the EM airborne study, it is proposed that Kavango will use a geophysical consulting company for the interpretation of the data and to ground-truth any identified EM conductors by refining existing ground geophysical traverses, or establishing new grids over the respective anomalies, prior to drilling.

Expenditure and Use of Proceeds

Kavango Minerals is exploring for Ni-Cu-PGE rich orebodies associated with mafic/ultramafic intrusives emplaced within lower Karoo sediments. As with most early exploration and appraisal projects, the amounts to be expended (save for the amounts payable in respect of maintaining the licences in good standing) are discretionary and will depend on, to a large extent, the results of the ongoing work programmes. 

Kavango's work programme (which accords with the work programme recommended by the Competent Person) is focused principally on the KSZ Project and at least half of the Placing proceeds will be spent on the EM airborne study and follow-up work.  Exploration expenses have been apportioned principally over the 12 KSZ Project licences.

If mineralisation is discovered at any of the Project sites, Kavango will consider raising further funding if the Directors elect to further advance the development of such mineralisation.  

THE GROUP'S COMPETITIVE STRENGTHS

The Directors believe that Kavango's key current strengths are:

1.   Kavango is managed by a team of experienced individuals;

2.   Botswana is considered to be one of the least corrupt jurisdictions in Africa to undertake mineral exploration;

3.   The geological team has been present in Botswana for over 5 years.  Each member of the team has knowledge of the geology and the country. They have good relationships with the Ministry of Mines and government employees;

4.   The Company, via its subsidiary, holds licences over approximately 7,000km² of the Kalahari Suture Zone, which it is believed could host a world class Ni-Cu-PGE deposit; and

5.   The Kavango Copper Project is investigating the extension of the Zambian Copperbelt into Northwestern Botswana.

CHAIRMAN AND EXECUTIVE DIRECTORS

Douglas Wright (Non-Executive Chairman, aged 57)

Douglas studied Business studies at NESCOT; and has more than 35 yrs experience in finance mainly in the City of London.  He was the Business Development director at the Stockbrokers Tilney's from 2002 with a responsibility to attract new business initially in the area of discretionary portfolio management and then subsequently within the alternative investments arena and a partner at Corporate Finance firm City & Westminster from 2006 where his remit included fund raising mostly for small cap stocks especially in the natural resources sector.  Douglas is currently a director of Friction Free Feedback Limited. He moved to Malta in 2013.

Michael Foster (Chief Executive Officer, aged 66)

Michael is a graduate geologist from St Andrews University in Scotland with a MBA in Business Administration from London Business School. He has over 35 years' experience of all aspects of the mining industry, including exploration, mine development, operations and finance in a variety of commodities. He was formerly managing director of LSE listed Africa focused Reunion Mining Plc prior to its acquisition by Anglo American Plc. He has been involved in a variety of corporate activity and worked throughout Africa (including Botswana where he started his career as an exploration geologist with De Beers), Central Asia, Eastern Europe, the Middle East and South America. He speaks French and Portuguese. Michael was formerly Chairman of Copperbelt Minerals Ltd, a company that discovered a 5mt contained copper deposit in DRC, and is currently a non-executive director of Arc Minerals Ltd (DRC and Zambia focused mineral exploration company) and Zimbabwe focused Premier African Minerals Ltd, both listed on AIM.

Mike Moles (Non-Executive Director, aged 67)

Mike has a BSc (Geology) and BSoc Sci (African Studies). He has over 30 years' experience in mineral exploration in southern Africa. Initially with the Delta Gold Ltd, then as Exploration Manager for Reunion Mining (Zimbabwe) Ltd. In 1998, he became Consulting Geologist for Lonmin Gold before setting up his own company in 2001. He was a founding director of Mimic Mining Ltd, which was later sold to Impala Platinum. In 2001, he co-founded Millennium Mining and its parent company, Malawi Minerals Ltd (minerals sands). In 2005 he set up and managed Africoal Ltd in Mozambique to acquire exploration licences over the coalfields around Moatize/Tete. The company was sold two years later to the Australian junior, Riversdale Mining. In 2008, he became MD of Rio Mazowe Ltd, which explored for base minerals in Tete (Mozambique). In 2011, the company was sold to the ASX listed Battery Minerals Ltd. Mike is co-founder and director of Kavango Minerals with responsibility for strategy, funding and corporate affairs.

SENIOR MANAGEMENT TEAM

Hillary Gumbo - Exploration Manager

Hillary was born in Matobo district of Zimbabwe in 1962. He graduated from the University of Zimbabwe (UZ) with a BSc in Geology and Physics (Honours) in 1984. In 1986, he graduated with an MSc Exploration Geophysics (UZ).  He worked for Zimbabwe Mining Development Corporation from 1986 to 1990 when he joined Reunion Mining (Zimbabwe) Ltd till early 1999. He has worked as a geophysical consultant for a number of companies in Africa and the Middle East such as Mawarid Mining and Rockover Resources. He has been involved in a number of discoveries which include chrome at Anglo America's Inyala mine, Zimbabwe, Maligreen gold deposit and many kimberlites in Zimbabwe. In 2009 he setup 3D Earth Exploration in Botswana, a geophysical contracting and consulting company. In 2011, with Mike Moles he set up Kavango Minerals to explore for iron ore and base metals in Botswana. He has a Botswana residence status and lives in Harare.

John Forrest - Chief Financial Officer

Mr Forrest is a Chartered Professional Accountant. He qualified with Price Waterhouse in Canada and since 2004 has been based in London. While at Price Waterhouse he worked with mining clients including Inco Limited. His company Logwood Financial Services Limited provides financial management services to companies involved in minerals exploration and he worked on several initial public offerings. For the past 32 years he has worked in a senior financial role with companies including Indomin Resources Limited, Central China Goldfields Limited and BDI Mining Corp with projects in Asia. Since 2006 he has worked with companies including Copperbelt Minerals Limited and Casa Mining Limited raising funds for exploration in Africa.

PLACING STATISTICS

Number of Existing Ordinary Shares	74,169,996
Number of Pre-Financing Warrants	4,169,996
Number of Placing Shares	60,000,000
Number of Placing Warrants	60,000,000
Number of Broker Warrants	2,600,000
Number of Ordinary Shares in issue on Admission	134,169,996
Percentage of Enlarged Ordinary Share Capital represented by the Placing Shares	44.7
Placing Price	2.5p
Gross Proceeds of the Placing	£1,500,000
Net Placing Proceeds	£1,435,000
Market Capitalisation of the Company at the Placing Price on Admission	£3,354,250

TOTAL VOTING RIGHTS

The total number of Ordinary Shares in the Company in issue immediately following Admission will be 134,169,996 each with equal voting rights.

The total voting rights figure can be used by shareholders as the denominator for the calculations by which they will determine whether they are required to notify their interest in, or a change of their interest in, the Company under the Disclosure, Guidance and Transparency Rules of the Financial Conduct Authority.

Copies of the Admission Document will be available at the registered offices of the Company and Keystone Law LLP, subject to applicable securities laws or regulations.

The Company's Admission Document can also be found at www.kavangoresources.com 

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