• Kavango Resources has issued 36,596,469 new ordinary shares to a consortium of 13 Zimbabwean pension funds, raising approximately US$490,000 under the third tranche of its Comarton facility
• The capital will support Kavango’s Zimbabwe gold projects, including the Hillside Gold Project in the Filabusi greenstone belt, where the company is preparing to commission a 50 tonne-per-day gold processing plant in Q2 2026
• The transaction forms part of a US$5 million interest-free convertible loan note facility, with two remaining tranches expected before 31 August 2026, giving Kavango a phased domestic institutional funding pipeline

Harare- Kavango Resources has issued 36,596,469 new ordinary shares to a consortium of 13 Zimbabwean pension funds to raise capital for the advancement of its gold mining projects in Zimbabwe, including the Hillside Gold Project in the Filabusi greenstone belt, where the company is preparing to commission a 50 tonne-per-day gold processing plant in the second quarter of 2026.

This comes after the company completed two earlier tranches under the same facility, which was established through an agreement signed with Comarton Consultants on 16 April 2025. The latest issuance, announced on 11 May 2026, is the third of five tranches under that agreement, with the remaining two tranches scheduled for drawdown on or before 31 August 2026.

The shares are priced at £0.01 each, using a Bank of England spot rate of £1 to $1.3382 recorded on 24 March 2026, and will be admitted to trading on or around 15 May 2026 on the Main Market of the London Stock Exchange before being transferred to the Victoria Falls Stock Exchange for secondary listing, allowing Zimbabwean investors to trade them directly.

Upon admission, the 13 pension funds will hold a combined 179,977,379 ordinary shares in the company through Comarton Consultants, which acts as agent and administrator for the Consortium.

The Comarton facility is structured as a US$5 million interest-free convertible loan note arrangement, staged across five tranches to provide Kavango with predictable, phased capital from domestic Zimbabwean institutional investors as the company advances its Zimbabwe gold assets. The interest-free nature of the arrangement is a structural feature that distinguishes it from conventional debt financing.

Kavango receives staged capital at zero interest cost, with the Consortium's returns tied to the company's equity performance rather than to a fixed debt obligation. This means the capital flowing through tranches four and five, due before 31 August 2026, will carry no interest burden on the company's income statement.

The facility was preceded by a broader capital raising programme through which Kavango has secured funding from both Zimbabwean and United Kingdom investors. In 2025, the company raised a total of US$8.3 million through share subscriptions in Zimbabwe, including US$3.5 million from its majority shareholder, and £8.9 million from UK subscribers.

In March 2026, the company raised a further approximately US$4.7 million from Zimbabwean investors and £2.8 million from UK subscribers, with the chairman and interim chief executive Peter Wynter Bee personally subscribing for shares in that round. The Comarton pension fund facility runs alongside and complements these broader equity raises, providing a structured domestic institutional capital stream that operates independently of the company's periodic market fundraisings.

The growth of the Consortium to 13 pension funds is the most analytically significant detail in the announcement. Pension funds are regulated entities with fiduciary obligations to their beneficiaries. Their participation in Kavango is not speculative in the way that retail investor participation might be. Each fund's inclusion in the Consortium reflects an investment committee decision, regulatory compliance, and institutional due diligence that imposes a degree of rigour on the commitment.

13 such decisions, made independently by different fund managers and trustees with different beneficiary obligations, represent a form of institutional validation of Kavango's Zimbabwe asset base that carries weight beyond the capital amount itself.

The secondary listing on the VFEX, completed in September 2025, was the structural prerequisite for this domestic institutional participation. The VFEX listing allows Zimbabwean residents to invest directly in Kavango through a regulated exchange in their own market.

The admission of the new shares through the same dual listing mechanism, first to the London Stock Exchange and then immediately to the VFEX through a branch register control account, ensures that the pension funds receiving shares hold instruments that are directly tradeable in Zimbabwe's regulatory and currency environment. The 831,177,585 shares currently secondary listed on the VFEX, a figure that will increase upon admission of the new shares, reflects the progressive build of a domestic Zimbabwean shareholder base in a company whose primary assets are located in the country.

The timing of the third tranche matters. Kavango has guided for the commissioning of its 50 tonne-per-day carbon-in-pulp gold processing plant at its Hillside project in Q2 2026. The plant commissioning represents the moment at which Kavango transitions from a company processing artisanal ore under third party arrangements, which generated revenue at deeply uneconomic cost ratios in 2025, to a company with direct control over its own processing economics. The third tranche capital, arriving in May 2026, provides funding at the point when commissioning expenditure is most immediate.

The fourth and fifth tranches, due before 31 August 2026, extend the capital pipeline through the period when the plant, if commissioned on schedule, would be moving from commissioning into initial production ramp-up. The staging of the facility therefore aligns with the operational capital requirements of the transition from development to production at Hillside, provided both the plant commissioning and the remaining tranche drawdowns proceed on their respective schedules.

Kavango's 2025 full year results, published in April 2026, showed a loss of US$13,614,000 against revenue of US$1,716,000, with cost of sales of US$4,101,000 consuming more than twice the revenue the company generated from its Zimbabwe mining operations. The plant commissioning is the operational event that the company's financial model requires to begin correcting that cost ratio. Every tranche of the Comarton facility that draws down on schedule is capital that supports the company's ability to reach and sustain that operational milestone.

The remaining two tranches before 31 August 2026 will determine the final scale of the Consortium's participation. The announcement's framing that tranches four and five should be drawn down on or before 31 August 2026 is forward looking rather than confirmed, and the distinction matters for financial planning purposes. The trajectory established through three successive completed tranches, each adding pension funds to the Consortium and each completing within the framework of the original April 2025 agreement, suggests the facility will complete as structured.

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