BRITISH miner, Kavango Resources Plc (Kavango) will issue more than 74 million new ordinary shares to Comarton Consultants (Private) Limited (Comarton) and nine pension funds under the Comarton Managed Pension Funds Investments Consortium (CMPFIC) to deepen local institutional participation.
The pension fund investment traces back to an interest-free US$5 million convertible loan note facility agreed in April 2025 between Kavango and CMPFIC.
The facility, structured in three tranches, was designed to convert into equity at the US dollar equivalent of 1 pence per share and to anchor the company’s planned entry onto the Victoria Falls Stock Exchange (VFEX) as part of a strategy to expand local ownership of its Zimbabwean assets.
Under the terms of the convertible, funds were earmarked for mine development and the import of mining equipment for Kavango’s gold projects in Zimbabwe, with conversion into ordinary shares linked to the company securing its VFEX listing in September
2025.
Comarton is a locally based investor that acts as the agent and administrator for the CMPFIC.
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“Further to the announcements of April 22, 2025 and September 5, 2025, the company is pleased to confirm that 74 016 243 new ordinary shares (the new ordinary shares) are to be issued on or around January 16, 2026 to Comarton Consultants (Private) Limited and nine pension funds (the Funds) under the Comarton Managed Pension Funds Investments Consortium (Consortium),” Kavango said in a statement.
“The consortium’s agent and administrator is Comarton, a company registered in Zimbabwe, which has signing authority on behalf of the Consortium, in accordance with the agreement dated April 16, 2025.
“This transaction brings the total number of Consortium pension funds now invested in Kavango to 12, who will, upon admission of the new ordinary shares, have a combined holding of 143 380 910 ordinary shares, including the Comarton shares, representing 3,84% of the issued share capital of the company.”
According to the miner, in August 2025, the number of drawdown requests was increased to a maximum of five, from three, which should be drawn down on or before August 31, this year.
“The new ordinary shares are to be issued to the Funds, at the issue price of £0,01 per ordinary share, which is the subscription price set out in the VFEX Prospectus and with the US dollar and British pound conversion rate being the Bank of England daily spot rate on December 9, 2025 (£1 = US$1,3297),” Kavango said.
“Application has been made for the new ordinary shares to be first admitted to trading on the Main Market of the London Stock Exchange and then immediately transferred to Zimbabwe through a branch register control account, in order for such ordinary shares to be secondary listed on the Victoria Falls Stock Exchange (VFEX) and directly traded in Zimbabwe.”
The total number of ordinary shares in issue as of the date of admission of the new issuance will be 3 736 048 519, of which 444 589 978 are secondary listed on the VFEX.
Each ordinary share carries the right to one vote.
As of December 15, 2025, Kavango’s market capitalisation stood at US$6,8 million on the VFEX.
Kavango has three projects in Zimbabwe, with the firm currently focusing on its most promising project, Hillside, which consists of 44 gold claims covering 503 hectares.
The other two mining projects are the Nara Gold and Leopard Projects.
Kavango extended the deadline to complete its acquisition of the Nara Gold Project to February 27, next month, as the company and the seller work to finalise legal formalities concerning the project.
