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#GRX Green X Metals LTD – Result of AGM

Results of Annual General Meeting  

GreenX Metals Limited (GreenX or the Company) advises, that the 2023 Annual General Meeting (AGM) of the Company was held today, 22 November 2023, at 10.00am (AWST).

The resolutions voted on were in accordance with the Notice of AGM previously advised to shareholders.

All resolutions were decided on and carried by way of a poll.

In accordance with Section 251AA of the Corporations Act 2001 and ASX Listing Rule 3.13.2, the details of the poll and the proxies received in respect of each resolution are set out over page.

 

For further information please contact:

Dylan Browne                                                                                             

Company Secretary

+61 8 9322 6322                                                                                                                                

info@greenxmetals.com

 

Resolution

Number of Proxy Votes

Number of Votes cast on the Poll

Result

For

Against

Abstain

Proxy’s Discretion

For

Against

Abstain

1.    Remuneration Report

2,337,137

14,575,000

3,557

2,990,694
(100%)


(-%)

14,575,000

Carried on vote by poll

2.    Re-election of Director – Mr Benjamin Stoikovich

16,912,137

3,557

17,565,694
(100%)


(-%)

Carried on vote by poll

3.    Approval of Additional 10% Placement Capacity

15,575,078

1,337,059

3,557

16,228,635
(92%)

1,337,059
(8%)

Carried on vote by poll

4.    Appointment of Auditor

16,912,137

3,557

17,565,694
(100%)


(-%)

Carried on vote by poll

5.    Appointment of Polish Auditor

16,912,137

3,557

17,565,694
(100%)


(-%)

Carried on vote by poll

 

#KAV Kavango Resources PLC – Result of AGM

Southern Africa-focussed metals exploration company Kavango Resources plc (LSE:KAV) is pleased to announce the result of the Annual General Meeting of Kavango Resources PLC held at the offices of the Company’s Solicitors, Druces LLP, Salisbury House, London Wall, London EC2M 5PS on 8 June 2023 at 11 a.m.

All nine resolutions put to members were passed on a poll. Resolutions 1 to 6, and 8 were passed as ordinary resolutions and resolutions 7 and 9 were passed as special resolutions.

The number of votes cast for and against each of the resolutions proposed, and the number of votes withheld were as follows:

Resolution

Votes for

%

Votes against

%

Votes withheld

Resolution 1 (Ordinary)

To approve the accounts for the year ended 31 December 2022, auditors’ report and strategic report

300,626,522

90.50

31,564,114

9.50

873,263

Resolution 2 (Ordinary)

To approve the re-appointment and remuneration of PKF Littlejohn LLP as the Company’s auditor

309,691,550

93.23

22,499,086

6.77

873,263

Resolution 3 (Ordinary)

To approve the Directors’ Remuneration Report in the Company’s Annual Report

286,851,364

86.22

45,836,091

13.78

376,444

Resolution 4 (Ordinary)

To approve the re-election of Jeremy Brett as a director

309,168,705

93.08

22,996,931

6.92

898,263

Resolution 5 (Ordinary)

To approve the re-election of Peter Francis Wynter Bee as a director

299,476,521

90.19

32,564,114

9.81

1,023,263

Resolution 6 (Ordinary)

To authorise the allotment and issue of equity securities

290,792,562

88.81

36,629,949

11.19

5,641,383

Resolution 7 (Special)

To disapply the statutory pre-emption rights on the issue of equity securities

289,841,872

88.53

37,560,633

11.47

5,661,391

Resolution 8 (Ordinary)

To authorise the allotment and issue of the Stage 1 Subscription Shares

281,880,160

84.72

50,852,300

15.28

331,436

Resolution 9 (Special)

To disapply the statutory pre-emption rights on the issue of the Stage 1 Subscription Shares

276,445,216

84.43

50,977,300

15.57

5,641,383

 

As at 8 June, there were 705,569,314 ordinary shares in issue. Shareholders are entitled to one vote per share. Votes withheld are not votes in law and so have not been included in the calculation of the proportion of votes for and against a resolution.

The full text of each resolution is available in the Notice of Annual General Meeting, published on our website.

Blencowe Resources #BRES – Half-year Report

The Company is pleased to announce its Interim Results for the six-month period to 31 March 2023.

Electronic copies of the report will be available at the Company’s website www.blencoweresourcesplc.com

For further information please contact:

 

Blencowe Resources

Sam Quinn

 

www.blencoweresourcesplc.com

Tel: +44 (0) 1624 681 250

info@blencoweresourcesplc.com

 

Investor Enquiries

Sasha Sethi

Tel: +44 (0) 7891 677 441

sasha@flowcomms.com

 

Tavira Securities Limited

Jonathan Evans

Tel: +44 (0)203 192 1733

jonathan.evans@tavirasecurities.com

 

First Equity Limited

Jason Robertson

Tel: +44 (0)20 7330 1883

jasonrobertson@firstequitylimited.com

 

Interim Management Report

The period to 31 March 2023 (and subsequent events to 30 April 2023) have seen the Company continue to develop its Orom-Cross graphite project.

A Definitive Feasibility Study (“DFS”) commenced and is underway on a number of fronts; this is expected to take around 12 months to complete but the timing is dependent on pre-qualification test work being completed as a means to ultimately deliver binding offtake contracts for the full quantum of graphite concentrate being considered for sale under the phase one operational model.  Experienced Australian engineering firm CPC Engineering have agreed to manage and sign off on the DFS, and their experience and involvement will assist greatly in achieving a high quality study and result.

DFS work will concentrate on three key areas.  Firstly, work in-country to complete all work necessary to build and operate the mine, including all remaining licenses and permits. The associated infrastructure required to drive the operation will be scrutinised and plans put in place to ensure that all necessary infrastructure will be ready and in place for mining at Orom-Cross.  Local studies include management and personnel, mining, equipment, logistics and other key areas.  The DFS will take these studies to a far greater extent than the PFS in 2022.

Secondly, pre-qualification testing is taking place in the United States and China to advance the status of Orom-Cross graphite to potential buyers.  A bulk sample of 100 tonnes was mined from Orom-Cross in January and (via a special export permit) was approved for transport to China by sea, where it will be put through an existing graphite pilot testing facility.  This will save Blencowe substantial time and money by not having to build its own pilot facility on-site to get pre-qualified.  The resultant tonnes of 96% concentrate will be then processed to a series of 99.9% products, both expendable’s (large flakes) and SPG (spheronised, purified graphite) (smaller flakes).  Assuming successful these samples will be given to end user OEMs to conduct their own testing in their own facilities, to ensure Orom-Cross end product meets their standards and expectations.  Once this process is completed then Orom-Cross becomes ‘qualified’ and offtake contract discussions may be entered into.

A 150kg sample was sent to China by air as a preliminary raw material product for the same pilot facility to run tests on how to achieve the best results on the larger sample to follow, and the Company expects feedback on this shortly.  This full qualification process is what sets graphite apart from most other metals and it also creates barriers to entry for new participants in the industry.  Blencowe is confident that it has the right process/procedures in place to achieve the results it requires to pass this key hurdle.  Without binding offtake agreements, it will be difficult to deliver a decision to mine and/or project funding, so this is a critical path item within the DFS.  In the past this process has taken other graphite companies several years, Blencowe is hoping that the refinement of this process via its advisors will ensure we ultimately complete this pre-qualification much faster.

In parallel Blencowe is conducting further metallurgical test work in USA to provide evidence (bench-scale testing) that the 96% concentrate it will deliver at Orom-Cross will be suitable for upgrading to the 99.9% end products sought after by the market, and how this us best achieved.  These results are expected soon and will be important in ascertaining the end value within the project portfolio.

Thirdly, Blencowe is working through a number of different potential funding options to secure the right partnerships for funding both the DFS and the project implementation.  There are different alternatives at both topco and project level and it is important that the right relationships are built that can deliver this project ahead, both now (DFS stage) and in building the full project.  Blencowe announced in April its successful passing through a key screening hurdle/test with the Development Finance Corporation (DFC) which is a tier one US Govt-owned financial institution which provides funding solutions for the private sector in areas the US Govt deems are critical.  Graphite is considered critical and hence the interaction.  This is seen as a valuable relationship for Orom-Cross and the Company is hoping to sign off on a substantial technical assistance grant with the DFC in the near term that will provide up to 50% of the DFS costs.  Thereafter this relationship has the potential to offer further funding solutions for the full project finance required.  The credibility that association with an institution of this stature brings to both our Company and our project cannot be easily measured; this would be a big result for Blencowe.

These and other DFS activities are the focus and will remain so for the Company ahead.  Further capital will be introduced into the Company as and when required, with the continued support of our major shareholders, and once Blencowe delivers the DFC technical assistance grant it is believed that many other funding opportunities will emerge at all levels.

Elsewhere, the Company walked away from the previously announced nickel exploration earn-in deal with SIPA Resources as it was considered more advantageous to concentrate on delivering the Orom-Cross graphite project into production ahead.

Mike Ralston

Chief Executive Officer

Responsibility Statement of the Directors in respect of the Interim Report

The Directors are responsible for preparing the Interim Financial Statements in accordance with applicable law and regulations. In addition, the Directors have elected to prepare the Interim Financial Statements in accordance with International Financial Reporting Standards (“IFRSs”), as adopted by the United Kingdom (“UK”).

The Interim Financial Statements are required to give a true and fair view of the state of affairs of the Group and of the profit or loss of the Group for that period.

In preparing these Interim Financial Statements, the Directors are required to:

·    select suitable accounting policies and then apply them consistently;

·    present information and make judgements that are reasonable, prudent and provides relevant, comparable and understandable information;

·    provide additional disclosures when compliance with the specific requirements in IFRS is insufficient to enable users to understand the impact of particulars transactions, other events and conditions on the entity’s financial position and financial performance; and

·    make an assessment of the Group’s ability to continue as a going concern.

The Directors are responsible for keeping proper accounting records that are sufficient to show and explain the Group’s transactions and disclose with reasonable accuracy at any time its financial position of the Group to enable them ensure that the financial statements comply with the requirements of the Companies Act 2006. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.

The Directors are responsible for the maintenance and integrity of the corporate and Interim Financial Statements.  Legislation governing the preparation and dissemination of Interim Financial Statements may differ from one jurisdiction to another.

We confirm that to the best of our knowledge:

·      the Interim Financial Statements, prepared in accordance with International Financial Reporting Standards as adopted by the UK, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Group for the period;

·      the Director’s report includes a fair review of the development and performance of the business and the position of the group, together with a description of the principal risks and uncertainties that they face; and

·      the annual report and financial statements, taken as a whole, are fair, balanced and understandable and provide the information necessary for shareholders to assess the group’s performance, business model and strategy.

Consolidated Statement of Comprehensive Income for the six month period ended 31 March 2023

6 months ended

31 Mar 2023

6 months ended

31 Mar 2022

(Unaudited)

(Unaudited)

(Audited)

Notes

GBP

GBP

GBP

Exploration costs

(16,642)

(2,744)

(4,853)

Impairment -Akelikongo project

(404,533)

Administrative fees and other expenses

5

(446,424)

(331,617)

(681,488)

Adjustments to Liability to surface liability

51,316

Operating loss

(463,066)

(334,361)

(1,039,558)

Finance costs

(23,010)

(21,975)

(45,916)

Loss before tax

(486,076)

(356,336)

(1,085,474)

Income tax

Loss after tax

(486,076)

(356,336)

(1,085,474)

Other comprehensive income

Exchange differences on translation of foreign operation

7,807

(2,061)

(4,205)

Other comprehensive income, net of tax

7,807

(2,061)

(4,205)

Total comprehensive loss

(478,269)

(358,397)

(1,089,679)

Basic and diluted loss per share (pence)

9

(0.28)

(0.27)

(0.68)

   There was no other comprehensive income for the period ended on 31 March 2023.

Consolidated Statement of Financial Position as at 31 March 2023

As at

31 Mar 2023

As at

31 Mar 2022

As at

30 Sept 2022

(Unaudited)

(Unaudited)

(Audited)

Notes

GBP

GBP

GBP

Non-Current Assets

7,065,820

5,815,114

6,615,253

Current assets

Trade and other receivables

6

135,901

248,413

85,847

Cash and cash equivalents

130,740

968,693

346,994

Total current assets

266,641

1,217,106

432,841

Total assets

7,332,461

7,032,220

7,048,094

Current liabilities

Creditors: Amounts falling due within one year

(429,843)

(282,217)

(326,375)

Total current liabilities

(429,843)

(282,217)

(326,375)

Non-current liabilities

Surface liabilities

(785,520)

(924,359)

(825,852)

Total liabilities

(1,215,363)

(1,206,576)

(1,152,227)

Net assets

6,117,098

5,825,644

5,897,867

Equity

Share capital

1,931,316

1,101,316

1,181,316

Share premium

7,428,329

6,841,596

7,480,829

Warrants reserves

402,148

317,876

402,148

Translation reserve

7,264

1,601

(543)

Retained earnings

(3,651,959)

(2,436,745)

(3,165,883)

Total equity

6,117,098

5,825,644

5,897,867

Consolidated Statement of Changes in Equity for the six month period ended 31 March 2023

Share capital

Share premium

Share option reserves

Retained earnings

Translation reserve

Total equity

GBP

GBP

GBP

GBP

GBP

GBP

Balance as at 30 Sep 2021

901,316

5,132,081

317,876

(2,080,409)

3,662

4,274,526

Total comprehensive loss for 6 months

Loss for the period

(356,336)

(356,336)

Total comprehensive loss

(356,336)

(356,336)

Contributions from equity holders

New shares issued

200,000

1,800,000

2,000,000

Share issue costs

(90,485)

(90,485)

Exchange differences on translation

   (2,061)

(2,061)

Total contributions from equity holders

200,000

1,709,515

(2,061)

1,907,454

Balance as at 31 Mar 2022

1,101,316

6,841,596

317,876

(2,436,745)

1,601

5,825,644

Total comprehensive loss for 6 months

Loss for the period

(729,138)

(729,138)

Total comprehensive loss

(729,138)

(729,138)

Contributions from equity holders

New shares issued

80,000

720,000

800,000

Share issue costs

(80,767)

(80,767)

Warrants reserve

84,272

84,272

Exchange differences on translation of foreign operations

(2,144)

(2,144)

Total contributions from equity holders

80,000

639,233

84,272

(729,138)

(2,144)

801,361

Balance as at 30 Sep 2022

1,181,316

7,480,829

402,148

(3,165,883)

(543)

5,897,867

Consolidated Statement of Changes in Equity for the six month period ended 31 March 2023

Share capital

Share premium

Share option reserves

Retained earnings

Translation reserve

Total equity

GBP

GBP

GBP

GBP

GBP

GBP

Balance as at 30 Sep 2022

1,181,316

7,480,829

402,148

(3,165,883)

(543)

5,897,867

Total comprehensive loss for 6 months

Loss for the period

(486,076)

(486,076)

Total comprehensive loss

(486,076)

(486,076)

Contributions from equity holders

New shares issued

750,000

750,000

Share issued costs

(52,500)

(52,500)

Exchange differences on translation of foreign operations

7,807

7,807

Total contributions from equity holders

750,000

(52,500)

7,807

705,307

Balance as at 31 Mar 2023

1,931,316

7,428,329

402,148

(3,651,959)

7,264

6,117,098

Consolidated Statement of Cash Flows for the six month period ended 31 March 2023

As at

31 Mar 2023

As at

31 Mar 2022

As at

30 Sept 2022

(Unaudited)

(Unaudited)

(Audited)

Notes

GBP

GBP

GBP

Operating activities

Loss after tax

(486,076)

(356,336)

(1,085,474)

Depreciation

104

Finance costs

23,010

21,974

45,916

Adjustment to Surface Liability

(51,316)

Share issue/warrant cost

84,272

Impairment – Akelikongo costs

404,533

Unrealised currency translation

261,566

(61,217)

(208,371)

Changes in working capital

Decrease/(increase) in trade and other receivables

(50,054)

(195,833)

(33,267)

Increase/(decrease) in trade and other payables

(39,568)

38,945

76,483

Net cash flows from operating activities

(291,018)

(552,467)

(767,224)

Cash flows from financing activities

Purchase of fixed assets

(748)

Investment in exploration assets

(621,988)

(481,643)

(1,423,236)

Net cash flows from investment activities

(622,736)

(481,643)

(1,423,236)

Financing activities

Shares issued

750,000

2,000,000

Shares issued (cost)

(52,500)

(90,486)

2,444,166

Net cash flows from financing activities

697,500

1,909,514

2,444,166

Increase in cash and short-term deposits

(216,254)

875,404

253,706

Cash and short-term deposits brought forward

346,994

93,288

93,288

Cash and cash equivalents at end of period

130,740

968,692

346,994

Notes to the Financial Statements for the six month period ended 31 March 2023

1.   General

Blencowe Resources Plc (the “Company”) is a public limited company incorporated and registered in England and Wales on 18 September 2017 with registered company number 10966847 and its registered office situated in England and Wales at 167-169 Great Portland Street, Fifth Floor, London, England W1W 5PF.

The Group did not earn any trading income during the period under review but incurred expenditure in developing its principal assets.

The Consolidated Interim Financial Statements of the Company for the six month period ended 31 March 2023 comprise the financial statements of the Company and its subsidiaries (together referred to as the “Group”).

2.   Accounting Policies

Basis of preparation

The Interim Financial Statements of the Group are unaudited condensed financial statements for the six month period ended 31 March 2023.

The accounting policies applied by the Group in these Interim Financial Statements, are the same as those applied by the Group in its consolidated financial statements and have been prepared on the basis of the accounting policies applied for the financial year to 30 September 2022 which have been prepared in accordance with IFRS as adopted by UK for. The Group Financial Statements have been prepared using the measurement bases specified by IFRS each type of asset, liability, income and expense.

The Group Financial Statements are presented in £, which is the Group’s functional currency. All amounts have been rounded to the nearest pound, unless otherwise stated.

Comparative figures

The comparative figures have been presented as the Group Financial Statements cover the 6 month period ended 31 March 2022 and the 12 month period ended 30 September 2022.

3.   Critical accounting estimates and judgments

In preparing the Group’s Interim Financial Statements, the Directors have to make judgments on how to apply the Group’s accounting policies and make estimates about the future. The Directors do not consider there to be any critical judgments that have been made in arriving at the amounts recognised in the Group Financial Statements.

4.   Significant accounting policies

The accounting policies adopted are consistent with those followed in the preparation of the annual financial statements of Blencowe Resources Plc for the year ended 30 September 2022.  A copy of these financial statements is available on the Group website at https://blencoweresourcesplc.com/

5.   Administrative fee and other expenses

6 months ended

 31 Mar 2023

6 months ended

31 Mar 2022

12 Months ended

30 Sep 2022

(Unaudited)

(Unaudited)

(Audited)

GBP

GBP

GBP

Directors’ remuneration

70,023

70,046

173,413

Professional fees

121,692

130,655

274,333

Salaries

75,000

60,000

142,500

Listing fees

18,218

19,783

26,910

Audit fees

21,644

4,375

29,000

Share issue/warrant cost

84,272

Administration fees

23,500

23,500

47,000

Broker fees

20,500

29,542

38,048

Travelling expenses

7,959

34,167

Miscellaneous fees

87,888

(6,284)

(168,155)

Total

446,424

331,617

681,488

The Group had two employees who are key management personnel and three Directors. The Directors and the key management personnel’s remuneration related solely to short term employee benefits.

6.   Trade and other receivables

6 months ended

 31 Mar 2023

6 months ended

31 Mar 2022

12 Months ended

30 Sep 2022

(Unaudited)

(Unaudited)

(Audited)

GBP

GBP

GBP

Other receivables

21,526

37,997

24,765

Prepayments

114,375

210,416

61,082

Total

135,901

248,413

85,847

7.   Creditors: Amounts falling due within one year

6 months ended

 31 Mar 2023

6 months ended

31 Mar 2022

12 Months ended

30 Sep 2022

(Unaudited)

(Unaudited)

(Audited)

GBP

GBP

GBP

Payables

118,980

268,067

140,018

Land Owners Liability

143,036

154,403

Accruals and provision

167,827

14,150

31,954

Total

429,843

282,217

326,375

8.   Creditors: Amounts falling after one year

BRUL, the Company’s subsidiary entered into an agreement for surface rights over the land in the mineral area of the licence. The land owners granted BRUL a 49 year lease over an area. The liability to the land owners is to be paid in 8 instalments on at defined dates with the final payment due in 2035.

6 months ended

 31 Mar 2023

6 months ended

31 Mar 2022

12 Months ended

30 Sep 2022

(Unaudited)

(Unaudited)

(Audited)

GBP

GBP

GBP

Total payable at the beginning of the period

978,255

887,560

887,560

Change in estimate

(51,316)

Interest charged during the period

23,010

21,975

45,916

Exchange loss on valuation

(72,709)

14,824

96,095

Total payable as at period end

928,556

924,359

978,255

Analysis between current and non-current liability

Payable within 12 months

143,036

154,403

Payable after 12 months

785,520

924,359

823,852

928,556

924,359

978,255

 

The value of the lease is measured at the present value of the contractual payments due to the lessor

over the lease term, with the discount rate of 5%.

9.   Loss per share

The calculation of the basic and diluted loss per share is based on the following data:

6 months ended

 31 Mar 2023

6 months ended

31 Mar 2022

12 Months ended

30 Sep 2022

(Unaudited)

(Unaudited)

(Audited)

Earnings

GBP

GBP

GBP

Loss from continuing operations for the period attributable to the equity holders of the Group

(478,269)

(353,336)

(1,085,474)

Number of shares

Weighted average number of Ordinary Shares for the purpose of basic and diluted earnings per share

168,803,923

133,655,997

160,790,224

Basic and diluted loss per share (pence)

(0.28)

(0.27)

(0.68)

There are no potentially dilutive shares in issue.

10. Related party transactions

The are no related party transactions during the period except for the Directors’ remuneration, which have been disclosed in note 5.

Sam Quinn is a director and shareholder of the Company and a Director of Lionshead Consultants Limited.  During the period, Lionshead Consultants Limited charged fees for consultancy fees of £18,000 (31 March 2022: £12,000 and 30 Sep 2022: £24,000).

11. Events after the reporting date

On 27 April 2023, the Company announced that it has managed to secure a strategic funding partner for the Orom-cross graphite project. The Development Finance Corporation engaged to fund 50% of the definitive feasibility study costs by way of a technical assistant grant. The DFC is the primary US Government finance institution set up to provide financially sound solutions for private sector initiatives pertaining to critical challenges facing the world.

On 18 May 2023 Blencowe Resources Plc announced that it had raised £635,000 at 5 pence per share through the issue of 12,700,000 new ordinary shares of 0.5p placing shares. The Company will issue investors in the Placing with 1 warrant per 2 Placing Shares (Investor Warrants”) which are exercisable at 8p for a period of 3 years from Admission of the Placing Shares.

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END

#KAV Kavango Resources PLC – 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              

#KAV Kavango Resources PLC – Annual Financial Report Published

Kavango Resources plc (LSE:KAV) announces that the Annual Report and Accounts for the year ended 31 December 2022 is now available to download from the Company’s website:

http://www.kavangoresources.com/investor-relations/financial-reports

In accordance with DTR 6.3.5(1A), the unedited full text of the regulated information required to be made public under DTR 4.1 is contained within the  2022 Annual Report and Accounts which has been uploaded to the National Storage Mechanism and is available for inspection at:

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

Further information in respect of Kavango 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

First Equity (Broker)

+44 207 374 2212

Jason Robertson

#KAV Kavango Resources PLC – KCB – Karakubis Project Update

Botswana focussed metals exploration company Kavango Resources plc (LSE:KAV) (“Kavango”) is pleased to announce an exploration update concerning its Karakubis Copper Project (“Karakubis”) in the Kalahari Copper Belt (“KCB”), near the Namibian border.

Formerly referred to as the Mamuno Project, Karakubis is adjacent to large landholdings held by Sandfire Resources (ASX:SFR) to the north and Rio Tinto (LSE:RIO) to the west. Karakubis is immediately along strike of the Ghanzi West project where ENRG Elements (ASX:EEL) has identified similar geological signatures to Sandfire’s (ASX:SFR) Motheo Copper Mine.

HIGHLIGHTS

Kavango engages local KCB consultant David Catterall of Tulia Blueclay Limited (TBL)

–     Site visit to Karakubis completed in January by Dave Catterall, a local consultant with extensive experience of KCB exploration.

–     Dave has been working closely with Kavango’s senior team since October 2022 and has significantly enhanced the Company’s understanding of KCB exploration

–     Focus of TBL’s work has been to improve Kavango’s drill target selection and to mentor the Company’s team on the ground

–     TBL has provided Kavango with a detailed internal report (the “Report”) on the prospectivity of its KCB prospecting licences (“PLs”)

–     One of the Report’s key recommendations is that Kavango immediately focus its exploration efforts on the Karakubis Copper Project

Upgrade of Karakubis Prospecting Licences

–     TBL’s report has upgraded Kavango’s prioritisation of the Karakubis PLs

–     TBLl has reviewed Kavango’s use of Controlled Source Audio Magnetotelluric (“CSAMT”) technology in the KCB

–     Kavango’s CSAMT data taken over Karakubis appears to corroborate TBL’s pre-existing interpretation of the area’s geology

–     CSAMT data and TBL’s geological interpretation suggest D’Kar/Ngwako Pan horizon contact is present at moderate depths at Karakubis

–     This appears to be comparable to the setting for Sandfire’s A4 and T3 Deposits, where alteration/mineralisation lies at shallow depths above the D’Kar/Ngwako Pan Formation contact

–     Karakubis Airborne Electromagnetic (“AEM”) data provides further encouraging exploration leads

–     Kavango flew a limited AEM survey over Karakubis in September 2022

–     AEM is the most common surveying technique used in KCB exploration

–     AEM inversions indicate abundant parasitic folding of the D’Kar and Ngwako Pan sediments, with possible anticlinal hinge zones that could provide potential structural traps for mineralisation

–     Analysis of regional satellite gravity data suggests a possible “basin margin” running from Karakubis into ENRG Elements’ neighbouring licences

–     This large-scale structure could have provided conduits for metal-bearing hydrothermal fluids to pass through

Next Steps

–     Final interpretation and integration of existing Karakubis geophysical and geochemical data underway

–     Results expected in late February to support drill targeting

Ben Turney, Chief Executive Officer of Kavango Resources, commented:

“Dave Catterall’s influence over our Kalahari Copper Belt exploration programme has been instant and meaningful.

Successful exploration in the Belt is challenging. Kavango has a large land package and Dave’s successful introduction has encouraged us to refocus our efforts on our prospective Karakubis project area.

It is particularly promising that CSAMT and AEM data we have gathered independently appears to align with Dave’s regional geological interpretation. Historically, Kavango has dedicated more energy to other of its prospecting licences. While we will continue to advance work on these (PLs 082 and 036 in particular), Karakubis is now our main centre of attention.

We now recognise that the Karakubis licences represent our greatest opportunity for the near-term detection of a metal bearing alteration system.”

Report Summary

In October 2022, Kavango engaged David Catterall to review the Company’s KCB strategy and provide any recommendations for improvement. Mr Catterall is one of the leading experts on the KCB’s geology and its exploration.

In his review, Mr. Catterall amalgamated open source and public exploration and water borehole data for the KCB, along with regional AEM and electromagnetic survey data. During his time working in the KCB, Mr Catterall has developed alternative interpretation of the region’s underlying geology compared to historic mapping.  Specifically, he has mapped sandstones and siltstones consistent with D’Kar Formation lithologies, which typically overly the Ngwako Pan Formation.

The zones where the two formations meet are recognised as a primary regional control of copper/silver mineralisation in the KCB and are Kavango’s primary exploration focus.

Figure 1 – Logged historic exploration and water boreholes in the KCB

Mr. Catterall subsequently used his extensive knowledge to create a new stratigraphic interpretation of the distribution of the D’Kar Formation across the KCB.

Among the key findings was the previously unrecognised presence of nearer surface D’Kar under Kavango’s Karakubis licences near the Namibia border. Kavango has previously completed mapping, aeromagnetic surveying, and soil sampling on these licences and identified a large copper drill target (announced >>> 31 August 2022).

Kavango has now reclassified Karakubis as its top priority in the KCB.

Karakubis Project Upgrade

Kavango’s preliminary interpretation of its Controlled Source Audio Magnetotelluric (“CSAMT”) survey data from the Karakubis project area suggests the potential for the presence of the D’Kar/Ngwako Pan Formation contact at moderate depths. This potential was first highlighted by Mr Catterall during a historical data review last year.

The D’Kar/Ngwako Pan stratigraphic contact is the primary control on economic copper/silver mineralisation in the KCB. The Company believes that by confirming this contact at the projected depth at Karakubis would strengthen these PLs’ prospectivity.

Inversion sections from Airborne Electromagnetic (“AEM”) surveys completed over Karakubis also indicate the abundant presence of tightly folded rocks. These could provide the might structural setting for potential mineralisation.

In his Report, Mr Catterall concluded that this could have helped to bring the D’Kar/Ngwako Pan horizon contact closer to surface. It could have also created suitable structural traps for mineralisation.

Similar structures are also understood from public domain information to be abundant on ENRG Elements’ Ghanzi West Project immediately to the east of Karakubis.

ENRG Elements recently identified three domal features at Ghanzi West similar to those discovered along strike by Sandfire Resources at its Motheo Copper Mine. It also identified the potential for near-surface D’Kar/Ngwako Pan horizon contact-associated mineralisation, which is interpreted by Kavango’s team and Mr Catterall to extend into the Karakubis PLs.

In parallel to Mr Catterall’s work, Jeremy S. Brett who is a director of the Company and consults to the Company through Jeremy S. Brett International Consulting Ltd. has recently completed a review of satellite gravity data over Karakubis. Mr Brett’s interpretation of the data suggests a possible “basin margin” runs through the project into ENRG Elements’ neighbouring licences. Basin margins are located on the edges of sedimentary basins such as the KCB and could have provided favourable conduits for hydrothermal fluids to pass through that contained metallic elements.

Next steps

Kavango is finalising interpretation of its AEM and CSAMT survey data for Karakubis, with results expected in late February. The Company is completing an in-depth analysis combining the two geophysical data sets with recent reconnaissance geological field mapping (announced >>> 31 August 2022). This will be integrated with existing Karakubis geochemical data.

Kavango will use the data sets to improve its understanding of Karakubis’ underlying geological structure and metal potential. The most favourable areas exhibiting similar geological controls to economic copper/silver deposits elsewhere on the KCB will be selected for targeting. Further updates will be provided in due course.

About David Catterall

David Catterall is a geologist with 36 years of experience in mineral exploration throughout Africa and Europe in a wide range of commodities, specialising in structurally controlled precious and base metals deposits.

Over the last 15 years, Mr. Catterall has focused extensively on exploring Africa’s copper belts, including the central KCB. He is currently the Competent Person for Cobre Limited (ASX:CBE) and ENERG Elements (ASX:EEL), which are both active companies in the KCB.

Among other roles, Mr Catterall has also worked as a Consultant to Cupric Africa for its EISEB and Khoemacau project areas in the KCB and has also been a Contract Geologist and Consultant, for Cobre advising on work on KCB tenements owned by its subsidiary Kalahari Metals, covering 8,100km2.

Mr Catterall’s experience ranges from field mapping of complex structural terrains, through drill planning and execution to exploration management for large public mining companies and junior explorers.

He is well experienced in remote area exploration operations, mentoring junior technical staff, and developing a safe workplace.

Further information in respect of Kavango 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

First Equity (Joint Broker)

+44 207 374 2212

Jason Robertson   

Kavango Competent Person Statement

The technical information contained in this announcement pertaining to geology and exploration have been read and approved by Brett Grist BSc(Hons) FAusIMM (CP).  Mr Grist is a Fellow of the Australasian Institute of Mining and Metallurgy with Chartered Professional status.  Mr Grist has sufficient experience that is relevant to the exploration programmes and geology of the main styles of mineralisation and deposit types under consideration to act as a Qualified Person as defined in the 2012 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’.

The technical information contained in this announcement pertaining to geophysics have been read and approved by Mr. Jeremy S. Brett, M.Sc., P.Geo., Senior Geophysical Consultant, Jeremy S. Brett International Consulting Ltd. in Toronto, Canada.  Mr. Brett is a member of the Professional Geoscientists of Ontario, the Prospectors and Developers Association of Canada, the Canadian Exploration Geophysical Society, and the Society of Economic Geologists.  Mr. Brett has sufficient experience that is relevant to geophysics applied the styles of mineralization and types of deposits under consideration to act as a Qualified Person as defined under the Canadian National Instrument 43-101, Standards of Disclosure for Mineral Projects.

#TEK Tek Capital PLC – Guident Portfolio Company Update

Tekcapital Plc (AIM: TEK), (OTCQB: TEKCF), the UK intellectual property investment group focused on transforming university technologies into valuable products that can improve people’s lives, is pleased to announce that Guident Ltd. (“Guident”) has executed a letter of intent with Auve Tech OÜ (“Auve Tech”) to provide remote monitoring and control (“RMCC”) services for Auve Tech’s autonomous vehicles. 

 

By combining Auve Tech’s advanced Level 4 autonomous vehicles with Guident’s RMCC software, the two companies will bring an enhanced level of safety to self-driving technology. Guident’s patented software provides human-in-the-loop supervision, adding an extra layer of security to the Auve Tech’s new MiCa autonomous shuttle. The Auve Tech next-generation vehicle is capable of autonomous driving in a variety of traffic and weather conditions, making it an ideal solution for safe, reliable, and sustainable transportation in geofenced areas and mixed-traffic environments.

 

The companies’ plan to launch the Auve Tech MiCa autonomous vehicle combined with Guident’s RMCC software to customers in North America during the second half of 2023.

 

The Auve Tech autonomous shuttle is aimed at enhancing last-mile transportation offering alternative means of transport in geofenced areas and mixed-traffic environments. Auve Tech has demonstrated its technology in various commercial projects in 12 countries and has proven that its vehicles can provide real autonomous mobility.

 

“Collaboration is key to driving innovation and progress in the field of autonomous vehicles. We are pleased to have executed a letter of intent (LOI) with Guident to have them provide our autonomous vehicles with their RMCC and monitoring service,” said Johannes Mossov, Chairman of the Management Board of Auve Tech. “This will enable our SAE Level 4 autonomous vehicles to have state-of-the-art, remote monitoring and control upon delivery.”

 

“The partnership between Guident and Auve Tech represents a step forward in creating safer, smart, and sustainable transportation solutions for communities. We are excited to see the launch of the new MiCa autonomous vehicle with Guident’s RMCC software, which promises to deliver an added layer of safety and reliability in autonomous driving, said Harald Braun, Chairman & CEO of Guident Ltd.

A blue and white bus Description automatically generated with low confidence

 

MiCa: a new-generation self-driving shuttle from Auve Tech.

 

The Market

According to Triton Market Research the last mile AV autonomous vehicle delivery market is expected to reach $41.7 billion by 2028 with a CAGR of 19%. Contactless or “touch-free” delivery is in high demand since the COVID-19 pandemic, and Guident believes this increased demand will accelerate the roll-out of land-based delivery drones for pedestrians, food and medicines to improve their availability and reduce the costs of these deliveries.

 

About Guident  

Guident commercializes new technology to enhance the safety, efficiency and utility of autonomous vehicles and ground-based drones using its proprietary IP & software apps for remote monitoring and control.  To learn more please visit www.guident.co

 

About Auve Tech OÜ

Auve Tech specializes on the development and manufacturing of autonomous transportation systems. We offer a full-scope service that entails autonomous vehicles, their integration to various environments and fleet management. To learn more, please visit https://auve.tech/

 

About Tekcapital plc

Tekcapital creates value from investing in new, university-developed discoveries that can enhance people’s lives and provides a range of technology transfer services to help organisations evaluate and commercialise new technologies. Tekcapital is quoted on the AIM market of the London Stock Exchange (AIM: symbol TEK) and is headquartered in the UK. For more information, please visit www.tekcapital.com.

 

LEI: 213800GOJTOV19FIFZ85

 

Tekcapital owns 100% of the share capital of Guident Ltd.

For further information, please contact:

Tekcapital Plc 

Via Flagstaff

Clifford M. Gross, Ph.D. 

SP Angel Corporate Finance LLP

Nominated Adviser and Broker

+44 (0) 20 3470 0470 

Richard Morrison/Charlie Bouverat (Corporate Finance)

Abigail Wayne / Rob Rees (Corporate Broking)

Flagstaff Strategic and Investor Communications

           

+44 (0) 20 7129 1474

Tim Thompson/Andrea Seymour/Fergus Mellon

#TEK Tek Capital PLC investee co #BELL Belluscura PLC – Placing of Unsecured Convertible Loan Notes

Belluscura plc (AIM: BELL), a leading medical device developer focused on lightweight and portable oxygen enrichment technology, today announces that it has raised approximately $5.0 million (£4.1 million) through the conditional issue of a 10% Unsecured Convertible Loan Notes 2026 (the “Placing Loan Notes”) (the “Placing”).

Dowgate Capital Limited (“Dowgate”) is acting as sole placing agent, bookrunner and broker in connection with the Placing a nd SPARK Advisory Partners Limited (“SPARK”) is acting as the Company’s nominated adviser.

Background to the Placing

The Company announced on 13 January 2023 that it has made considerable progress in the past year. In March 2022, the Company signed a manufacturing Master Supply Agreement (“MSA”) with InnoMax Medical Technology, Ltd (“InnoMax”) to manufacture the X-PLOR portable POC in China and took the decision to transfer its US manufacturing in-house, to increase production output at high quality standards, and achieve a significant reduction in production costs. This was successfully completed at the end of July 2022, simultaneously achieving ISO:13485 accreditation, which allows the Company to apply for international registrations. 

The Company launched the next generation X-PLOR in September 2022, which has been well received by the market based upon its performance and reliability and is now distributing throughout the US through multiple sales channels.  In addition, the collaboration agreement with the VGM Group has resulted in 17 new distribution agreements in the last three months, and in December 2022 the Company signed its first international distribution agreement with MedHealth Supplies of South Africa, with the first shipment selling out within 48 hours.

By 31 December 2022 the Company had shipped or received orders for 2,850 X-PLOR units with 1,226 units being shipped in 2022 (2021: 377). The Company stated that at the year-end it had retained cash balances of $1.8 million, which together with inventory and inventory deposits, amounted to $11.9 million. 

The Company is pleased with the sales momentum of X-PLOR, aided by the InnoMax agreement in China, and the successful change of strategy to in-house manufacture which has resulted in improved quality controls.  The expanded global operation and in-house manufacturing capability has led to a growth in inventory levels and therefore requires additional cash resources to finance raw materials. These inventory levels will see a significant downward trend over the next 12 months as the InnoMax operation comes fully on stream. 

Further, in order for the Company to deliver on a successful launch of the DISCOV-R product, which is expected to be launched for pre-market evaluation in Q1 2023, with full commercialisation anticipated in Q2, the Board is seeking to raise a minimum of $5.0 million through the Placing Loan Notes.  The Company has also issued a Broker Option to enable Dowgate to arrange the placing of further loan notes to raise up to an additional approximately $5.0m (the “Broker Option Loan Notes”), together with the Placing Loan Notes (the “Loan Notes”).

Placing of Loan Notes

Dowgate has conditionally placed $5.0 million (£4.1 million) of the Placing Loan Notes with a select group of investors, including certain existing Belluscura shareholders (“Shareholders”). 

Pursuant to a placing agreement between the Company, SPARK and Dowgate dated 27 January 2023 (the “Placing Agreement”), Dowgate has conditionally agreed to use its reasonable endeavours to place $5.0 million (£4.1 million) of the Placing Loan Notes. The Placing is conditional, inter alia, upon passing certain resolutions (the “Resolutions”) that will be proposed at a shareholders’ meeting to be held on or around 16 February 2023 (the “General Meeting”). 

The Placing is not being underwritten (in whole or in part) by Dowgate, SPARK or any other person.

Broker Option

Given that the Placing has not been offered on a pre-emptive basis and in  order to accommodate potential additional demand for Loan Notes, the Company has granted the Broker Option to Dowgate to enable Dowgate to fulfil any additional requests to participate in the Placing, for up to a further approximately $5.0 million (£4.0 million). The Broker Option is exercisable by Dowgate at its absolute discretion, at any point up to 5.00pm on 9 February 2023 and there is no obligation on Dowgate to exercise the Broker Option or to seek to procure subscribers for any Broker Option Loan Notes pursuant to the Broker Option.  Any Broker Option Loan Notes issued pursuant to the exercise of the Broker Option will be issued on the same terms and conditions as the Placing Loan Notes.

The Placing and Broker Option (together the “Convertible Loan Note Financing”) when combined will, if the Broker Option is exercised in full, and assuming all interest on the Loan Notes is capitalised, result in the issue upon conversion of the Loan Notes up to 21,590,029 Belluscura new ordinary shares, representing approximately 14.9% of the enlarged issued share capital of the Company.  

Terms of the Loan Notes

The key terms of the Loan Notes are:

Instrument  10% Convertible Unsecured Loan Notes 2026 constituted pursuant to a loan note instrument dated 27 January 2023 (the “Instrument”).  The Loan notes will be transferable in accordance with the terms of the Instrument but will not be listed on a public market

Issue Price  Loan Notes of £1.00 issued at par

Conversion  Convertible into ordinary shares at a conversion price of 50 pence per share.  Conversion at the holder’s election on the final business day of each quarter, commencing on 30 June 2023 and otherwise automatically at 3 years from the date of the Instrument (the “Maturity Date”)

Repayment  On the Maturity Date, unless otherwise converted

Term  Three years from date of issue. Loan Notes are not redeemable in cash, other than in exceptional circumstances, but are converted into ordinary shares in the capital of the Company on their Maturity Date in accordance with the terms of the Instrument.

Coupon  10% per annum, paid annually.  The coupon to be paid in cash or capitalised at the Company’s discretion

Minimum size  £1,000

Directors’ and connected party participation in the Placing

David Poutney and Adam Reynolds are Directors of the Company. Nigel Wray is a Substantial Shareholder (as defined by the AIM Rules). Each of David Poutney, Adam Reynolds and Nigel Wray have agreed that they will participate in the Placing as set out below. 

Name

Holding of Existing Ordinary Shares

Current holding as percentage of Existing Ordinary Shares

Placing Loan Notes Subscribed

Number of  Shares issued on Conversion of Loan Notes (in event of conversion)**

David Poutney*

12,455,731

10.1%

£500,000

1,000,000

Adam Reynolds

1,728,176

1.4%

£25,000

50,000

Nigel Wray

13,564,413

11.0%

£500,000

1,000,000

* includes 2,658,314 Ordinary Shares held by Vivienne Poutney, Mr Poutney’s spouse.

** excluding any accrued interest on the Loan Notes that may be capitalised at the Company’s option

Related Party Transaction – participation in the Placing

As set out above Directors David Poutney and Adam Reynolds, and Substantial Shareholder  Nigel Wray have agreed that they will participate in the Placing of the Loan Notes.

The participation in the Placing  by each of David Poutney and Adam Reynolds constitute related party transactions under the AIM Rules for Companies. As such, David Poutney and Adam Reynolds are not considered independent for the purposes of AIM Rule 13 in relation to these related party transactions. 

Robert Rauker, Anthony Dyer, Dr. Patrick Strollo and Richard Piper who are Directors of the Company, are considered independent in relation to the consideration of these related party transactions under AIM Rule 13.

Having consulted with SPARK, the Company’s nominated adviser, the Independent Directors consider that the terms of each of David Poutney’s and Adam Reynolds’ participation in the Placing of Loan Notes are fair and reasonable insofar as Shareholders are concerned.

All the Directors are considered independent in relation to the consideration of the participation in the Placing by Nigel Wray.

Having consulted with SPARK, the Company’s nominated adviser, the Directors consider that the terms of Nigel Wray’s participation in the Placing of Loan Notes are fair and reasonable insofar as Shareholders are concerned.

Related Party Transaction – Dowgate’s participation in the Placing Agreement

As set out above, certain Directors and a Substantial Shareholder have agreed to participate in the Placing. The proposed participation by these parties constitute related party transactions under Rule 13 of the AIM Rules.

David Poutney, a Non-Executive Director of the Company, is Chairman of, and a major shareholder in, Dowgate Group Limited (“Dowgate Group”) and Chief Executive of Dowgate, a wholly owned subsidiary of Dowgate Group. As set out above, Dowgate is party to the Placing Agreement, under which Dowgate will receive:

–  a fee of £40,000;

–  commission amounting to 5% of funds raised in the Placing*; and

–  commission amounting to 5% of funds raised under the Broker Option*,

  * excepting any subscriptions made by Directors

Entering into the Placing Agreement constitutes a related party transaction under the AIM Rules for Companies. 

As David Poutney is not considered independent for the purposes of AIM Rule 13, Robert Rauker, Anthony Dyer, Dr. Patrick Strollo, Adam Reynolds and Richard Piper (the “Independent Directors”) have considered the terms of this related party transaction for the purposes of AIM Rule 13. 

Having consulted with SPARK, the Company’s nominated adviser, the Independent Directors consider that the terms of the Placing Agreement are fair and reasonable insofar as shareholders are concerned.

Shareholders’ Meeting 

The issue of the Loan Notes is conditional on the passing of certain resolutions (the “Resolutions”) that will be proposed at the General Meeting.  The Resolutions will, inter alia, increase the current authority to disapplying the relevant statutory pre-emption rights in relation to the issue of new ordinary shares in the Company, sufficient to enable the conversion of the Loan Notes in full. The Resolutions will also seek an amendment to the Company’s Articles of Association to amend the restriction on the Company’s borrowing powers and align it with that of guidelines issued by The Investment Management Association.  The amendments to the Articles of Association will allow the Company to incur borrowings up to an amount equal to two times its adjusted capital and reserves from time to time and, as a result, the Company will be permitted to issue the Loan Notes. 

It is expected that, subject, inter alia, to approval by Shareholders of the Resolutions at the General Meeting the Loan Notes will be issued to placees on or around 17 February 2023.

A Circular and notice of the General Meeting are expected to be sent to Shareholders on or around 31 January 2023.  Notice of the General Meeting will made available on the Company’s website: www.belluscura.com.

For the purposes of this announcement, a currency exchange rate of $1:£1.2375 has been used.

For further information please contact:

 

Belluscura plc

Tel: +44 (0)20 3128 8100

Adam Reynolds, Chairman

Robert Rauker, Chief Executive Officer

Anthony Dyer, Chief Financial Officer

 

SPARK Advisory Partners Limited

Nominated Adviser

Tel: +44 (0)20 3368 3550

Neil Baldwin

 

Dowgate Capital Limited

Broker and Bookrunner

Tel: +44 (0)20 3903 7715

James Serjeant / Russell Cook

 

MHP

Financial PR & Investor Relations

Tel: +44 (0)20 3128 8100

Katie Hunt/Peter Lambie/ Matthew Taylor

 email: Belluscura@mhpgroup.com

 

#SVML Sovereign Metals Ltd – ASX Trading Halt

Sovereign Metals Limited advises that the Company announced a voluntary trading halt to the Company’s securities on the Australian Securities Exchange (“ASX”), pending an announcement regarding a response to an ASX price query.

The Company requested that the trading halt remain until the earlier of an announcement to the market regarding the above or the opening of trade on ASX on 31 January 2023.

The Company also notes the recent share price rise in the trading of its securities on AIM, and observes that on 26 January 2023, Mkango Resources Limited (AIM/TSX-V: MKA) (“Mkango”) announced the receipt of Environmental Social Health Impact Assessment (“ESHIA”) approval from the Malawi Environmental Protection Authority (“MEPA”) for their Songwe Hill Rare Earths Project. The approval of the ESHIA is a significant milestone in the Mining Development Agreement (“MDA”) approvals process as it is a fundamental requirement for obtaining a mining licence, and while not directly associated with Sovereign’s Kasiya Rutile Project (“Kasiya”) in Malawi, could be perceived as an encouraging regulatory sign.

The Company also notes that it intends to release infill drilling results at Kasiya shortly, which would be incorporated into the next iteration of Kasiya’s Mineral Resource Estimate, and the impending release of the Notice of Meeting for the demerger of its standalone graphite projects (see RNS dated 7 December 2022).

 

ENQUIRIES

Dylan Browne
Company Secretary

+61(8) 9322 6322

 

Nominated Adviser on AIM

 

RFC Ambrian

 

Bhavesh Patel / Andrew Thomson

+44 20 3440 6800

 

 

Joint Brokers

 

Berenberg

+44 20 3207 7800

Matthew Armitt

 

Jennifer Lee

 

 

 

Optiva Securities

+44 20 3137 1902

Daniel Ingram

 

Mariela Jaho

 

Christian Dennis

 

 

 

#KAV Kavango Resources Plc – KCB – Drilling to restart at PL082

Botswana focussed metals exploration company Kavango Resources plc (LSE:KAV) (“Kavango”) is pleased to announce that drilling is about to restart on the Company’s Kalahari Copper Belt (“KCB”) project area following a scheduled summer break.

HIGHLIGHTS

–     Hole KCBRD006

o Kavango will recommence drilling on the sixth and final hole in the current drilling programme on prospecting licence (“PL”) PL082/2018 this weekend

o Upon completion, the Company expects to have drilled around 1,640m in the programme, exceeding its original guidance

–     KCBRD006 is targeting a major stratigraphic structure identified by its Controlled-Source Audio MagnetoTelluric (“CSAMT”) surveying

o Kavango has interpreted the CSAMT data as indicating the presence of a D’Kar/Ngwako Pan horizon contact. This is the primary control for economic copper/silver mineralisation in the KCB

§ The Company’s analysis identifies this as a continuation of the horizon hosting Sandfire Resources’ (ASX:SFR) neighbouring Kronos copper target zone

o Physical confirmation of the contact’s presence will validate the Company’s use of CSAMT as a KCB exploration tool

Ben Turney, Chief Executive Officer of Kavango Resources, commented: Through our innovative use of CSAMT, Kavango has identified major structures for the first time on our KCB licences. Our ongoing drill programme has subsequently confirmed these to be associated with deformation, fluid flow, and alteration. This could be a game changer in exploration for a new generation of drill targets on the KCB. Given the large size of our KCB licence package, Kavango is currently working to optimise and prioritise these. Our COO Brett Grist is presently in Botswana with our senior consultants, the results of which work are expected to refine our 2023 KCB exploration strategy.”

KCBRD006 details

Kavango began drilling KCBRD006 in December 2022 and following a scheduled break in its ongoing PL082/2018 drilling campaign is about to continue the hole to completion. The Company expects to have drilled approximately 1,640m over six holes once the hole completes, exceeding the 1,250m it originally planned (announced >>> 11 October 2022). To date, 1,211.97m have been drilled.

Kavango is using KCBRD006 to target a D’Kar/Ngwako Pan horizon contact interpreted from the inversion results of its Line 4A CSAMT survey on PL082/2018 (announced >>> 16 December 2022) , and from a survey on Line 6A.

Line 4A was extended beyond the licence boundary to the southeast and onto ground held by Sandfire Resources (ASX:SFR). This ground hosts the Kronos copper target zone (“Kronos”), which is known to lie at a D’Kar/Ngwako Pan horizon.

Kavango’s interpretation of the inversion shows that the horizon hosting Kronos extends over the licence boundary and across PL082/2018 as a syncline. With KCBRD006, the Company is testing for favourable host geology associated with resistivity highs related to this interpreted Ngwako Pan horizon.

KCBRD006 is being drilled on the northwest edge of PL082/2018, which the Company has interpreted as a limb of the syncline where it rises towards the surface. Targeting the horizon on its shallowest interpreted zone enables Kavango to physically confirm its presence in the quickest and most cost-effective way possible.

Kavango commenced KCBRD006 using the Reverse Circulation (“RC”) technique with a multi-purpose rig. This approach permits a cost-effective start to drilling the hole. Drilling is being completed using the Diamond Core technique to provide a higher quality of data for analysis.

KCBRD006 is being drilled approximately 250m to the south-southwest of the last hole in Kavango’s PL082/2018 drill programme, KCBRD005. This was the first hole to be targeted principally using CSAMT and encountered an intense zone of brecciation and shearing intermittently from 379m to the end of hole at 497.55m. Kavango drilled to the end of the brecciated zone to act as a control for future use and interpretation of CSAMT.

Graphical user interface Description automatically generated

Figure 1: Highly sheared core from bottom of hole KCBRD005; this coincides with the deformed zone seen on the CSAMT

This brecciation coincides with a steeply south-southeast dipping structure interpreted from the CSAMT inversions as a ‘strain breccia zone’, partially validating the CSAMT method in this part of the KCB.

Alteration fluids can pass through brecciated zones and deposit metal ions. When this takes place in the vicinity of the favourable Ngwako/D’Kar Pan contact, these ions can accumulate and form deposits due to reductive conditions.

Kavango will publish full drill results at the end of the campaign, once all data has been processed.

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

First Equity (Broker)

+44 207 374 2212

Jason Robertson

Kavango Competent Person Statement

The technical information contained in this announcement pertaining to geology and exploration have been read and approved by Brett Grist BSc(Hons) FAusIMM (CP).  Mr Grist is a Fellow of the Australasian Institute of Mining and Metallurgy with Chartered Professional status.  Mr Grist has sufficient experience that is relevant to the exploration programmes and geology of the main styles of mineralisation and deposit types under consideration to act as a Qualified Person as defined in the 2012 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’.

The technical information contained in this announcement pertaining to geophysics have been read and approved by Mr. Jeremy S. Brett, M.Sc., P.Geo., Senior Geophysical Consultant, Jeremy S. Brett International Consulting Ltd. in Toronto, Canada.  Mr. Brett is a member of the Professional Geoscientists of Ontario, the Prospectors and Developers Association of Canada, the Canadian Exploration Geophysical Society, and the Society of Economic Geologists.  Mr. Brett has sufficient experience that is relevant to geophysics applied to the styles of mineralisation and types of deposits under consideration to act as a Qualified Person as defined under the Canadian National Instrument 43-101, Standards of Disclosure for Mineral Projects.

 

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