KAVANGO RESOURCES PLC ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

Company registration number: 10796849 (England and Wales)

Company Information ........................................................................................................................................ 3
Forward Looking Statements ............................................................................................................................. 4
Chairman’s Statement ........................................................................................................................................ 5
Operations Report .............................................................................................................................................. 8
Board of Directors and Senior Management .................................................................................................... 14
Strategic Report ............................................................................................................................................... 15
Directors’ Report ............................................................................................................................................. 23
Corporate Governance Report ......................................................................................................................... 26
Directors’ Remuneration Report ...................................................................................................................... 35
Statement of Directors’ responsibilities ........................................................................................................... 40
Independent auditor’s report to the members of Kavango Resources plc ........................................................ 41
Consolidated statement of total comprehensive income .................................................................................. 48
Consolidated statement of financial position ................................................................................................... 49
Company statement of financial position ......................................................................................................... 50
Consolidated statement of changes in equity ................................................................................................... 51
Company statement of changes in equity......................................................................................................... 53
Consolidated statement of cash flows .............................................................................................................. 55
Company statement of cash flows ................................................................................................................... 56
Notes to the financial statements ..................................................................................................................... 57

FORWARD LOOKING STATEMENTS

This Annual Report and Accounts 2025 contain certain forward-looking statements with respect to the financial condition, sustainability related matters, results of operations and business of the group, including the strategic priorities; financial, investment and capital targets; and Kavango Resources PLC's ('Kavango') ability to contribute to Kavango’s environmental, social and governance (‘ESG’) ambitions, targets and commitments described herein.

Statements that are not historical facts, including statements about the group’s beliefs and expectations, are forward-looking statements. Words such as ‘expects’, ‘anticipates’, ‘intends’, ‘plans’, ‘believes’, ‘seeks’, ‘estimates’, ‘potential’ and ‘reasonably possible’, variations of these words and similar expressions are intended to identify forward looking statements. These statements are based on current plans, estimates and projections, and therefore no undue reliance should be placed on them.

Forward-looking statements apply only as of the date they are made. Kavango makes no commitment to revise or update any forward-looking statements to reflect events or circumstances occurring or existing after the date of any forward-looking statement.Forward-looking statements involve inherent risks and uncertainties. Readers are cautioned that a number of factors, including ESG related factors, could cause actual results to differ, in some instances materially, from those anticipated or implied in any forward-looking statement.

KAVANGO RESOURCES PLC CHAIRMAN’S STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2025 5

I am pleased to present the audited financial statements for Kavango Resources PLC (“Kavango” or the “Company”), for the year ended 31 December 2025.

The Company’s focus continues to be the enforcement of its safety policy across the Group. Unfortunately post year end, there was an incident involving an artisanal miner working in an artisanal constructed shaft within the Company’s licence area at Hillside, Zimbabwe. He was taken to hospital and sadly died two days later. Kavango has completed its internal investigations and has taken remedial action to prevent recurrence, liaising closely with the Provincial Mining Director. (“PMD”).

As you will have noted from the announcements during the year, the Company is increasing gold production in Zimbabwe having secured funding for the next phase of exploration and development of the Hillside Gold Project, consisting of the prospects known as Bills Luck, Steenbok, Britain and Nightshift, (“Hillside”), and funding for the Nara Gold Project (“Nara”), both Hillside and Nara are fully permitted and located in the Filabusi greenstone belt, in Zimbabwe.

Additionally, in 2024 Kavango exercised its option to acquire the early stage Leopard Project, consisting of 30 claims commonly known as the Lonely claims (“Lonely”) and the legal formalities for the transfer of the Lonely claims is ongoing. Claims are granted by the Ministry of Mines and Mining Development through PMDs and allows the holder to explore and mine within specified geographic coordinates in Zimbabwe, renewed annually.

In Botswana, the Company has been evaluating strategic opportunities in relation to its mineral portfolio located in the Kalahari Copper Belt (“KCB”), where Kavango is the second largest tenement holder. Kavango’s other projects in Botswana are located in the Kalahari Suture Zone (“KSZ”) and Ditau.

Zimbabwe

At Bills Luck, following publication of the preliminary JORC Mineral Resource Estimate (“MRE”), post year end in February 2026, Kavango is evaluating an increase in processing capacity at Bill's Luck and is focused on the commissioning of its 50 tonne-per-day (“tpd”) pilot carbon-in-pulp (“CIP”) gold processing plant (the “Plant”), expected Q2 2026. The team is now working on a scoping study for the upgrade of the plant to 250t/d.

At Nightshift, an MRE of 19,000oz Au was declared during 2025, with the potential for a selective open-pit mining operation, followed by underground mechanised mining.

At Steenbok, during 2025, Kavango completed a further 3,232m of diamond drilling. A firm of specialist structural geologists have reviewed the geological data and based upon geological mapping and structural review, the Company believes the strike length at Steenbok is up to 1.5km long and open in both directions. Kavango is considering a high- grade mechanised underground mining operation.

At Nara, having exercised the option mid 2025 to acquire 100% of Nara for a consideration of US$3,960,000 and having agreed with the seller to extend completion, the Company has since been working with the seller towards the finalisation of the legal formalities. Both the Company and the seller remain committed to completion and the execution of the Nara sale and purchase as soon as possible.

Botswana

Kavango has a 100% interest in twenty-six Prospecting Licences (“PLs”) in Botswana. PLs are granted by the Ministry of Minerals and Energy and allows a company to prospect or explore mineral deposits within specified geographic coordinates, with renewals typically occurring every two years in Botswana. Ten PLs lie in a prospective area immediately south and west of the district capital of Ghanzi.

The immediate focus in Botswana is within the KCB, which has been described by the US Geological Survey as one of the world’s most prospective regions for sediment hosted copper and where the total declared KCB mineral resources to date exceed 8 million tonnes of contained copper.

Exploration work continues at all of the Group’s Botswana projects with the exception of Shongwe where the Company has decided not to continue and related deferred exploration costs of $1.4m have been impaired

Funding, Zimbabwe

In September 2025, the Company’s ordinary shares were admitted to trading on the Victoria Falls Stock Exchange (“VFEX”) by way of a secondary listing (“Secondary Listing”), so that Zimbabwean residents may invest directly in any future success of the Company. To date 794,581,116 Ordinary Shares are secondary listed on the VFEX.

KAVANGO RESOURCES PLC CHAIRMAN’S STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2025 6

During 2025, the Company raised a total of US$ 8.3 million via subscription (the “Subscription”) in Zimbabwe at a price equivalent to 1 penny per share. The Subscription included US$ 3.5 million from the Company’s majority shareholder.

In April 2025, Kavango announced that the Company had entered into a US$5 million interest free convertible loan note facility (the “Facility”) with a consortium of Zimbabwe registered pension funds (the “Consortium”). The Consortium’s agent and administrator is Comarton Consultants (Private) Limited (“Comarton”), which has signing authority on behalf of the Consortium. Tranche 1 of the Facility was drawn down in August 2025, followed by the tranche 2 drawdown of the Facility in December 2025, bringing the investment total to US$ 1.9 million to date, from Comarton and twelve Zimbabwe pension funds belonging to the Consortium. Tranches 3 to 5 of the Facility are due to be drawn down before 31 August 2026.

Funding, UK

£6.5 million was raised at a price of £0.007 via subscription from a combination of new and existing shareholders during January 2025, following the publication of the FCA approved prospectus in January 2025.

The Company raised a further £2.4 million at £0.01 on the Main Market London Stock Exchange during August and September 2025, including a subscription of £1.1 million by Purebond Limited in August 2025. In total £8.9 million has been raised in the UK during 2025.

Post Year End Funding

Post the year end, in February 2026, a further approximate US$ 4.7 million was raised through subscription from new and existing Zimbabwe resident shareholders and £2.8m from UK subscribers, including myself investing a further £200,000.

Finance

Kavango exercised the Hillside option in 2024, at a purchase price of US$ 600,000 and the assumption of a debt of US$ 350,000 (“Debt”). The transfer of the Hillside claims into the name of Kavango Zimbabwe (Private) Limited was completed in Q4 2025, at which time the Company took responsibility for the Debt to be repaid monthly at US$ 10,000, which should be fully repaid by March 2028.

Kavango exercised the Lonely project (previously Leopard South) option in 2024, at a purchase price of US$ 50,000, the funds for which remain held in a nominated account by the Company’s lawyers until the legal formalities for the transfer of the Lonely Claims is completed, expected during H1 2026.

During 2025, the Group’s revenue substantially derived from the treatment of ore produced by artisanal miners, both treatment charges and the further processing of residual material. The Group incurred a loss of US$ 13,614,000 equivalent to a loss of US$ 0.48 cents per share (2024: US$ 8,662,000 equivalent to a loss of US$ 0.59 cents per share).

Corporate Social Responsibility (“CSR”)

During 2025, Kavango has continued to extend its CSR programme and investment in local communities, including in August handing over a full commissioned solar powered water borehole, donation of bags of cement to enable construction of an animal drinking trough, repairs to a community school, planting of trees and education sponsorships.

Board Structure

David Smith resigned from the Board of Directors of Kavango (the “Board”) at the end of June 2025, having served for four and a half years, having successfully taken the Company from a start up to becoming a gold producer in Zimbabwe. I would like to thank him, on behalf of the Board, for all that he achieved during his time at Kavango.

In July 2025 the Board welcomed Gautam Dalal as a non-executive director. Gautam Dalal is a chartered accountant and a former senior audit partner at KPMG and brings a wealth of knowledge and board level experience with him.

Ben Turney left the Company in October 2025, having brought the Company into Zimbabwe. In October 2025 Donald McAlister, previously a non-executive director and chair of the Audit Committee was appointed Executive Interim Finance Director and Gautam Dalal became the Chair of the Audit Committee.

KAVANGO RESOURCES PLC CHAIRMAN’S STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2025 7

The search is underway for a new CEO, who will along with the in situ highly skilled workforce, have the expertise and knowledge to help realise the full potential of the Company’s assets in Zimbabwe and Botswana.

In Closing

The Company, through its governance policy, continues to strive for excellence and is committed to adherence to the highest ethical principles and sustainable practices in all aspects of the business, for the benefit of the local communities and all stakeholders.

On behalf of the Board, I would like to take this opportunity to thank our loyal shareholders for their continued support, our employees, executive team and our consultants, based in the UK, Botswana and Zimbabwe, for all their much- appreciated continued hard work.

Looking ahead, to the remainder of 2026 and beyond I believe that our project portfolio should deliver meaningful, long-term value for the communities in which we operate and benefit all the Company’s stakeholders.Peter Wynter Bee Chairman & Interim CEO 28 April 2026 KAVANGO RESOURCES PLC OPERATIONS REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 8

Headcount

The Group prioritises adherence to the Group’s health and safety policy and site safety across all its operations. The Company is pleased to report that in Zimbabwe during the year, as the projects progressed and the headcount rose from 90 to 181 at the year end and 195,640 manhours worked, there were no lost time injuries. Unfortunately post year end, there was an incident involving an artisanal miner working in an artisanal constructed shaft within the Company’s licence area at Hillside, Zimbabwe. He was taken to hospital and sadly died two days later. The Company, as it has always done, will continue to do its utmost to enforce its strict safety policies throughout the Group.

In Botswana staffing and activity has been reduced whilst strategic partner discussions are ongoing. During the year in Botswana the headcount reduced from 30, including an average of 25 temporary employees at the beginning of the year to 5 at the year end, with no lost time injuries during the year and 44,107 manhours worked.

Zimbabwe

The Hillside Project

The 43 Hillside claims cover an area of 476 hectares, located in the Filabusi Archean Greenstone Belt in Matabeleland, which forms part of the central Zimbabwe craton. Kavango’s wholly owned subsidiary, Kavango Zimbabwe Holdings (Private) Limited, (formerly Kavango Zimbabwe (Private) Limited), holds the 43 Hillside claims.

2025 production

Gold output from Hillside in 2025 came from three sources: milling of ores from the Bill’s Luck Mine, free gold from processing of artisanal ore, and leach processing of sand produced by the toll treating operation. During 2025 a total of 1,020g of gold was recovered by Kavango from Bill’s Luck ores and 8,704g was produced from leach of sands. A further 13,708g was from processing of artisanal ore.

Moving to commercial production at Hillside

With the purchase of the Hillside Project, Kavango took over the operation of a three-stamp milling facility, treating ore mined by artisanals on the Hillside licences. At present, Kavango processes artisanal ore and its own ore mined from Bill’s Luck Mine, through these stamp mills and an additional round (Chilean) mill. Processing capacity is to be increased by the addition of three further round mills. Free gold derived from artisanal ore is retained by artisanals, and the gold in the resulting sand is retained by Kavango for further processing.

A decision was taken to install a 50t/d CIP plant at Hillside in summer 2025. The objective was to take a first step into commercial production and to prove processes and gold recovery. The plant, which will start up at 50t/d, consists of a two-stage closed crushing circuit, closed milling circuit, cyanidation and gold recovery circuit, and tailings disposal unit. Commissioning is expected in Q2 2026. Scoping work is now ongoing to expand production at Hillside to 250t/d ore (8,000ozpa).

KAVANGO RESOURCES PLC OPERATIONS REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 9

Bill’s Luck Mine will be the primary source of ore for the 50t/d. To this end, development work is ongoing to deepen the existing Main Vertical Shaft, develop ahead of stoping and upgrade infrastructure. Sands from the existing processing facility provide an alternate feed source for the 50t/d if required. The company is currently assessing the viability – both economic and technical – of deriving ore from the Nightshift resource to feed the expanded plant.

Bills Luck Gold Mine Geology

Bills Luck consists of 15 contiguous claims covering an area of 151 hectares. Originally mined between 1916 and 1950, the Bill's Luck Mine produced around 17,000 ounces ("oz") of gold ("Au") at an average grade of 7.7 g/t. Gold mineralisation at Bill's Luck is structurally and hydrothermally controlled, predominantly occurring within and along the margins of these shear zones. Alteration is characterised by quartz-sericite-chlorite assemblages with disseminated sulphides, often vein-controlled and associated with syntectonic quartz-sulphide veins. Zones of higher vein density and alteration coincide with areas of stronger deformation, with quartz boudinage, pressure shadows, and mylonitic veins serving as key mineral traps. Late stage mineralised veins also crosscut the earlier mylonitic fabric, indicating prolonged and possibly multi-phase mineralisation. The structural complexity, combined with the presence of high-strain domains, linking shear structures, and favourable vein-hosting environments, makes the Bill's Luck area a high-potential target for structurally controlled gold exploration within a dextral transpressional regime.

Bill’s Luck Mine Maiden Resource

In 2025, Kavango completed a resource drilling programme at Bill’s Luck. The programme included both diamond and reverse circulation drilling and was designed to build on previous drilling activity to establish a maiden Mineral Resource Estimate (“MRE”) for the operation. The MRE utilises all data available as of 30 January 2026, a total 6,721 metres ("m") of surface diamond drilling, and 4646 m of surface reverse circulation drilling conducted since Kavango's acquisition of the Hillside project. The MRE is being used to support and inform future mine planning and scheduling, for what is increasingly believed to be a significant mineralised system.

As of 30 January 2026, the Bill’s Luck MRE totals 33,900 ounces of gold ("oz/Au") at 2.68 grammes per tonne ("g/t"), comprised of 2,600 oz/Au at 3.3 g/t in the measured category, 13,400 oz/Au at 2.7 g/t in the indicated category and 18,000 oz/Au at 2.6 g/t in the inferred category. The resource is reported at a cut-off grade of 0.5 g/t, based on reasonable prospects for economic extraction at a gold price of $3,000/oz. As expected, the drill programme confirmed the currently mined "Main Reef”. It has also confirmed the presence of an additional "reef" structure adjacent to and parallel with the "Main Reef" that is also mineralised. The drilling also tested and intersected further "reefs" in both the hanging wall and footwall. Mineralisation has been demonstrated to be continuous to depth, with the potential to increase the resources through further exploration. Kavango expects to upgrade the resource at Bill’s Luck via tightly spaced underground drilling.

Bill's Luck Mineral Resource Estimate

The effective date of the Bill's Luck Resource is 30 January 2026

Resource Classification	Volume	Tonnes	Au g/t	Contained Oz	Bulk Density
MEASURED	9,000	24,000	3.30	2,600	2.8
INDICATED	55,000	154,000	2.70	13,400	2.8
INFERRED	77,000	215,000	2.60	18,000	2.78
Grand Total	141,000	393,000	2.68	33,900	2.79

Notes:
1. Resources are reported in accordance with the JORC Code (2012).
2. Resources are reported at a cutoff grade of 0.5g/t, based on reasonable prospects for eventual economic extraction at a gold price of $3000/oz.
3. Rounding as required by reporting guidelines may result in apparent summation differences between tonnes, grade and contained metal content.
4. 'Contained Oz' refers to gold in situ, actual gold recovered will likely be less than this amount

KAVANGO RESOURCES PLC OPERATIONS REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 10

Mining

Gold at Bills Luck is hosted within anastomosing shear zones and associated quartz veins c.1m wide. To combat dilution, an underhand stopping mining method is employed using airlegs. Ore and waste is removed manually to a central shaft.

Britain

Britain consists of 5 contiguous claims covering an area of 42 hectares. At Britain, diamond drilling conducted in 2023 to test for shear continuity and grade at depth has provided evidence of a structurally hosted gold system, with broad mineralised zones at shallow and intermediate depths. At present, mining at Britain by artisanals is paused whilst a tribute agreement is negotiated.

Nightshift

Nightshift consists of 7 contiguous claims totalling 49 hectares, 800 metres to the West of the Bill's Luck Gold Mine and Hillside Processing Centre. Nightshift has been identified as having the potential for a shallow selective open pit mine, A drilling campaign identified 65 significant gold intersections, grading at more than 1 gramme per tonne (“g/t”) gold, across six distinct gold-bearing shear zones within a 650m by 150m area. A Mineral Resource Estimate for Nightshift was published in October 2025 and totals 19,000oz of gold at 0.85g/t, of which 11,000oz at 0.78g/t are indicated and 9,000oz at 0.98gt are inferred. The MRE indicates that Nightshift contains sufficient mineralisation to support open-pit mining in the short term, and potentially underground mining in the future. Further resource drilling is planned to extend the resource to identified mineralised areas along strike and delineate starter pits.

Nightshift Mineral Resources Estimate

The effective date of the Nightshift Resource is 30 September 2025

Resource Classification	Tonnes	Au g/t	Contained Oz	Bulk Density
INDICATED	421,000	0.78	11,000	2.75
INFERRED	273,000	0.98	9,000	2.76
Grand Total	694,000	0.86	19,000	2.75

Notes:
1. Resources are reported in accordance with the JORC Code (2012)
2. Resources are reported at a cut off grade of 0.5g/t, based on reasonable prospects for eventual economic extraction at a gold price of US$3,000/oz.
3. Rounding as required by reporting guidelines may result in apparent summation differences between tonnes, grade an contained metal content.

Steenbok

Steenbok consists of ten contiguous claims of 10 hectares each. In Q1 2025, Kavango drilled 3,232m of diamond core holes across seven new holes at Steenbok, bringing the total drilled to 3,479m. Recent fieldwork has improved Kavango's understanding of the manner of the vein systems, and the team continues to work on its characterisation of gold mineralisation, and the surrounding geology to develop a robust geological model.In total, there were 69 significant gold intersections using a cut-off grade of 0.7g/t Au. Of these, there were 41 intersections with grade >1g/t. In the long-term, Kavango is considering a high-grade mechanised underground mining operation at Steenbok. At present, mining at Steenbok by artisanals is paused whilst a tribute agreement is negotiated.

Lonely Project (formerly Leopard South)

The Lonely Project (the option was exercised in April 2024 and completion is in progress) is located on a separate greenstone belt to the north of Hillside. Lonely, consisting of 30 claims commonly referred to as the Lonely Claims, is located just South of an old historic gold mine that in the past produced over 1 million ounces (“oz”) of gold at an average grade of more than 0.5 ounces per tonne Au. The Lonely Project is accessible from Bulawayo by wide tar road. Kavango has undertaken the interpretation of drone magnetic data, followed by soil geochemistry survey and reconnaissance geology mapping which has identified targets for gold exploration. Further early-stage exploration is planned for 2026. The Company’s option to acquire Leopard North expired unexercised on 30 June 2025.

The Nara Project

The Nara project (the Company exercised the option to acquire Nara in June 2025 and completion is in progress) is approximately 22km south from the Hillside Project and comprises 45 contiguous gold claims of approximately 10 KAVANGO RESOURCES PLC OPERATIONS REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 11 Ha each covering a total area of 414.9 Ha. The Nara Claims area contains 5 historical gold mines (Betty, Killarney, Kent, TPS and N1) that were mined between 1904 to the 1960's, with production from 4 of the mines totalling over 93,000 Oz gold. The N1 mine is reported to have produced 72,468 ounces ("oz") of gold at grades of 10.0g/t before its closure in the early 1980s. The area has supported historic high-grade underground mining and continuous surface small-scale mining and custom milling over the last 30 years. This has generated tailings, which present a separate opportunity for potential near-term revenue generation, and on which Kavango has established a JORC compliant resource. In March 2024 Kavango announced a maiden resource on two waste dumps at Nara.

Nara Tailings Mineral Resource statement

The effective date of the Nara Tailings Mineral Resource is 12 April 2024

Resource Classification	Thousand Tonnes (Kt)	SG	Au g/t	Contained Au (oz)
MEASURED	77.7	1.80	0.54	1,347
INDICATED	221.9	1.80	0.65	4,637
INFERRED	299.6	1.80	0.66	258

Notes:
1. The Mineral Resource is reported at a cut off grade of 0 (zero) g/t Au.
2. Tonnage is based on a global density average of 1800kg/m3 estimated from density sampling carried out over the impoundment surfaces to a depth of 4m.
3. The Mineral Resource Statement presented above has been classified in accordance with the requirements of the 2012 edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (JORC 2012 Edition). The Competent Person who assumes responsibility for reporting of the Mineral Resource is Dr John Arthur who is a Competent Person as defined by the JORC Code 2012 Edition, having more than 5 years experience that is relevant to the style of mineralisation and type of deposit described herein, and to the activity for which he accepts responsibility.
4. The Inferred Mineral Resource in this estimate has a lower level of confidence than that applied to the Indicated Mineral Resource and must not be converted to a Ore Reserve. It is reasonably considered that the majority of the Inferred Mineral Resource could be upgraded to an Indicated Mineral Resource with continued exploration.
5. Currently, no Ore Reserves have been established for the Nara Project

Following the exercise of the option for the Nara Gold project, on 27 June 2025, the buyer and the seller (the “Parties”) agreed to extend completion, so as to work towards enabling the finalisation of the legal formalities. Both Parties remain committed to completion and the execution of the Nara sale and purchase as soon as possible.

Corporate Social Responsibility (“CSR”)

The Company continues to build upon its CSR programme. In 2025, programme activities included the commissioning of a solar powered water borehole for the sole use of a local community, donations of building materials for animal drinking trough, grocery and Christmas gift donations to a local children’s home, donation of trees to the local Forestry commission and perimeter fencing for a local school. Kavango also sponsors final year students at the Zimbabwe School of Mines and provides student internships.

Botswana

KAVANGO RESOURCES PLC OPERATIONS REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 12

In Botswana, the Company’s projects in Botswana are located in the Kalahari Copper Belt, the Kalahari Suture Zone and Ditau, the licence areas cover a total area of 11,185.87 km 2 .

Kalahari Copper Belt

The Kalahari Copper Belt (“KCB”) Project consists of a portfolio of 16 Prospecting Licences (“PL/s”), covering an area of covering an area of 5,216.77km2. The Company’s focus within the KCB has been the Karakubis Project, which spans 10 PLs close to the Namibian border held by subsidiary Kanye Resource. Mineralisation on the KCB is sediment-hosted and structurally controlled, with copper-silver mineralisation principally occurring at the redox contact between the basal reduced marine sedimentary sequences of the D'Kar Formation and the oxidised clastic marine units of the Ngwako Pan Formation. The Company holds a 90% interest in the Icon and Ashmead Projects, each containing a portfolio of 3 PLs, covering an area of 1,969.75 km 2 and 482.13 km 2 respectively within the KCB. The Company’s 90% interest in the two PLs, covering an area of 808.74km 2 , held by subsidiary Shongwe Resources (Pty) Limited, in a joint venture with LVR GeoExplorers (Pty Ltd) was terminated in 2025 and the two licences allowed to lapse at the end of 2025, as the mineralised contact was evaluated to be too deep to sustain an economic footprint.

During 2025, in collaboration with First Quantum Minerals, Kavango gathered additional Controlled-Source Audio- frequency Magnetotelluric (“CSAMT”) and Induced Polarization (“IP”) data along a section line located over First Quantum's deep (1,266.40m) mineral systems exploration hole. This provided Kavango with access to important drill core, across the key target horizon for copper-silver mineralisation in the KCB. Kavango's team spent six months improving its interpretation of geophysical survey data taken over recent years at Karakubis to develop a target model for discovery of potential Tier 1 copper-silver mineralisation. To allow the Group to maintain a focused exploration programme, one licence in KCB will not be renewed in 2026. Kavango plans to do additional CSAMT and IP ahead of the next drilling phase. A regional 3D magnetic modelling exercise in order to map the redox contact over the whole KCB area so as to predict its depth within our tenements, is planned for Q2 2026.

Kavango is evaluating a strategic transaction for its KCB Project, facilitated by Nurture Investment Management Botswana (Proprietary) Limited, a company incorporated in Botswana. Kavango is seeking US$8-10m to execute the next exploration phase in the KCB, ideally through a joint venture/farm in, although other alternative transaction structures will be considered. An agreement is expected to be executed by end H1 2026.

Ditau

The Ditau Project, consists of a portfolio of 4 PLs and covers an area of 2,652.87 km2. Geophysical analyses by Kavango in the area have identified 12 geophysical anomalies. Analysis work has identified the potential for a lode- gold system at Ditau. One diamond hole drilled by Kavango in Ditau area intersected 0.17g/t gold in mineralized Banded Iron Formation (“BIF”) breccia. Plans are at an advanced stage to carry out an auger geochemistry study of the gold intersection to map the mineralized system using soil geochemistry. If successful, this will aid exploration targeting for lode gold mineralization in the area. KAVANGO RESOURCES PLC OPERATIONS REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 13

Orientation survey of the UltraFine+ soil geochemistry technique developed by CSIRO in Australia for detection gold mineralization under sand dunes is also being planned over the Ditau gold target.

Kalahari Suture Zone

The Kalahari Suture Zone (“KSZ”) Project consists of a portfolio of 6 PLs and covers an area of 3,306.23 km 2 . A large amount of geological and geophysical work has now been completed, including 5,000m of drilling and compilation of a 3D geological model of the northern (Hukuntsi) part of the KSZ. During the campaigns the Company drilled 5 holes and successfully retrieved 99% core recovery. Successful use of soil geochemistry techniques in Ditau will also be extended to the KSZ exploration program. Plans for regional hydrogeochemistry survey over the KSZ are also in progress. The hydrogeochemistry program will be guided by case histories for similar work on the Yilgarn Craton in Australia. The main objective of the survey is to map areas with ultramafic rocks that have potential to host magmatic sulphides containing polymetallic minerals similar to Norilsk Deposit in Russia.

NI43-101 Technical Reports

NI43-101 Technical Reports have been published for Ditau, the KSZ and KCB and are available on the Company’s website.

Alex Gorman
28 April 2026
Executive Director & Chief Operating Officer

KAVANGO RESOURCES PLC BOARD OF DIRECTORS AND SENIOR MANAGEMENT 14

Peter Wynter Bee (Chairman and Interim Chief Executive Officer)

Peter is an experienced lawyer who has focused on financing and managing mining companies. He has a strong experience in joint venture negotiations and raising project finance. Peter has raised capital for the development of projects since 1990.He was a founder of Reunion Mining plc which developed a gold mine in Zambia, a copper mine in Zimbabwe and the Skorpion zinc mine in Namibia prior to its takeover by Anglo-American. Peter served until recently as the founding director and chairman of Moxico Resources plc, the majority owner and operator of the producing Mimbula Copper Project in Zambia.

Hillary Nyakunengwa Gumbo (Executive Director)

Hillary was born in Zimbabwe. He graduated from the University of Zimbabwe (UZ) with a BSc in Geology and Physics (Honours) and an MSc Exploration Geophysics (UZ). He worked for Zimbabwe Mining Development Corporation before he joined Reunion Mining (Zimbabwe) Ltd. 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 was involved in the exploration and evaluation of Rockover’s Dokwe Gold Project in Zimbabwe. 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, he co-founded Kavango Minerals (Pty) Ltd with to explore for iron ore and base metals in Botswana. He is a Zimbabwean citizen, with Botswana residence status.

Donald McAlister (Executive Interim Finance Director)

Donald has led numerous successful financings of mining ventures and has significant experience working in Zimbabwe and elsewhere in Africa. He was Finance Director of Reunion Mining PLC from 1994 until its takeover in 1999. He was Finance Director of Cluff Mining PLC (which became Ridge Mining PLC) from 2000 until 2009. He served as Finance Director of Mwana Africa PLC from 2009 until 2013 and served on the Board of Mwana’s subsidiary companies in Zimbabwe, Freda Rebecca Gold Mine and Bindura Nickel Corporation. He was a founding director of Tertiary Minerals Plc and remains on the company’s Board. Donald has more than 30 years of experience in all financial aspects of the resources industry. His experience includes the economic evaluation of gold and base metal mines and the arrangement of project finance for feasibility studies and mine development.

Alexandra (“Alex”) Gorman (Executive Director & Chief Operating Officer)

Alex is a geologist who originally trained, working with Kavango’s Consultant geologist Dave Catterall on the Zone 5 copper discovery in the Kalahari Copper Belt, Botswana. Alex has previously worked as a mining analyst at Peel Hunt LLP, as well as Bank of Montreal in commodities and in various analytical and consulting roles at Wood Mackenzie.

Gautam Dalal (Non-Executive Director)

Gautam is a chartered accountant and former KPMG partner with over 30 years’ experience advising global industrials and resource companies. He led KPMG’s Indian operations and later its diversified industrials sector. He brings valuable governance expertise and board-level experience across listed companies and public institutions, including Moxico Resources plc and Great Ormond Street Hospital NHS Trust. Gautam is chairman of the Audit Committee.

KAVANGO RESOURCES PLC STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 15

The Directors present their strategic report on the group for the year ended 31 December 2025.

Principal Activity

Kavango Resources Plc (the “Company”) is a public limited company, with registered number 10796849, which is listed on the main market of the London Stock Exchange (“LSE”) and secondary listed on the VFEX and incorporated and domiciled in the United Kingdom. Its registered Head Office address is 6th Floor, 99 Gresham Street, London, EC2V 7NG, United Kingdom

The principal activity of the Company and its subsidiaries (the “Group”) is mining and exploration for base and precious metals in Botswana and Zimbabwe.

The Group Name	Incorporation	Registered number	% holding
Kavango Minerals (Pty) Ltd	Botswana	BW00000117377	100%
Kanye Resources (Pty) Ltd	Botswana	BW00002675598	100%
Ashmead Holdings (Pty) Ltd	Botswana	BW00000769712	90%
Icon - Trading Company (Pty) Ltd	Botswana	BW00000925836	90%
Kavango Zimbabwe Holdings (Private) Limited, previously called Kavango Zimbabwe (Private) Limited	Zimbabwe	61689A01102025	100%

The Company indirectly owns 90% of Shongwe Resources (Pty) Ltd, registered and domiciled in Botswana. The Company indirectly owns 100% of Kavango Mining (Private) Limited, Kavango Drilling (Private) Limited, Kavango Exploration (Private) Limited and Triangle Box Investments (Private) Limited, all registered and domiciled in Zimbabwe.

Business Review

Details of the Company’s strategy, exploration activities, results and prospects are set out in the Chairman’s Statement and in the Operations Report on pages 8 to 13.

The Directors were pleased to welcome an investment in the year of US$ 11.4 million in the UK and US$ 5 million in Zimbabwe by way of the Company’s secondary listing on the VFEX. A further US$ 3.7 million was raised in the UK and US$ 4.7 million in Zimbabwe via subscription from a combination of new and existing shareholders post year end. As a result of this the Company has been able to develop its capital expenditure programme (“CapEx Programme”) to increase gold production and undertake exploration drilling across its target projects. The Cap Ex Programme comprises of staged capital raises for investment into specific value-generating projects.

Principal Risks and Uncertainties

The Directors have identified the following principal risks in regard to the Group’s future. The relative importance of risks faced by the Group can, and is likely to, change as the Group executes its strategy and as the external business environment evolves.

Strategic risk

The Group’s strategy may not deliver the results expected by shareholders. The Directors regularly monitor the appropriateness of the strategy, taking into account both internal and external factors, together with progress in implementing the strategy, and modify the strategy as may be required based on developments and exploration results. Key elements of this process are the Group’s monthly reporting and regular Board meetings.

Concentration risk

The Group assets are the licences covering the Kalahari Copper Belt (“KCB”), Kalahari Suture Zone Project (“KSZ”), and Ditau in Botswana, covering an area totalling 11,185.87 km 2 and the Hillside, Lonely Project (previously Leopard South), and Nara projects (options over the latter two have been exercised and completion is in KAVANGO RESOURCES PLC STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 16 in Zimbabwe covering an area totalling 12.72km 2 . The Board considers the area size and operations across two countries significantly mitigates against risk. The Board understands the importance of regularly reviewing its strategy and regularly assessing other opportunities in the Botswana and Zimbabwe market and/or internationally.

Exploration risk

Exploration at the KCB, KSZ, Ditau, Hillside, Lonely, and Nara Projects may not result in the discovery of economically viable mineral deposits. Whilst the Directors endeavour to apply what they consider to be the latest technology to assess projects, the business of exploration for and identification of minerals and metals, is speculative and involves a high degree of risk. The mineral and metal potential of the Group’s projects may not contain economically recoverable volumes of minerals, base metals, or precious metals of sufficient quality or quantity. To mitigate this risk, the Group continues to evaluate additional opportunities, and where possible and appropriate, to acquire options over ground to enable some exploration to be conducted before completing an acquisition. Even if there are economically recoverable deposits, delays in the construction and commissioning of mining projects or other technical difficulties may make the deposits difficult to exploit.

The exploration and development of any project may be disrupted, damaged, or delayed by a variety of risks and hazards which are beyond the control of the Group. These include (without limitation) geological, geotechnical, and seismic factors, environmental hazards, technical failures, adverse weather conditions, acts of God and government regulations or delays. Exploration is also subject to general industrial operating risks, such as equipment failure, explosions, fires and industrial accidents, which may result in potential delays or liabilities, loss of life, injury, environmental damage, damage to or destruction of property and regulatory investigations. The Group may also be liable for the mining activities of previous miners and previous exploration works. Although the Group intends, itself or through its operators, to maintain insurance in accordance with industry practice, no assurance can be given that the Group or the operator of an exploration project will be able to obtain insurance coverage at reasonable rates (or at all), or that any coverage it obtains will be adequate and available to cover any such claims. The Group may elect not to become insured because of high premium costs or may incur a liability to third parties (in excess of any insurance cover) arising from pollution or other damage or injury.

Mining Risk

The company’s technical team is experienced in mining vein-hosted gold in Zimbabwe, and continuously work to continuously assess risk to production, the ongoing economic viability of operations, and to the safety and wellbeing of those working on site. As the company continues to grow, Kavango has implemented proactive risk management strategies, focusing on environmental, operational, and safety concerns. The Company engages in regular training programs for its workforce to ensure adherence to best practices and safety protocols.By fostering a culture of risk awareness and resilience, the Company remains committed to minimizing potential disruptions and enhancing the safety and efficiency of its mining activities.

Environmental, social, and related regulatory risks

In relation to the Group’s existing projects the environmental impact to date is limited to activities associated with mining and exploration. The ultimate development of any project into a mining operation will inevitably impact considerably on the local landscape and communities. Some of these projects sit in an area of considerable natural beauty, or in areas where local communities are engaged in artisanal mining, and therefore there could be opposition to mining by some parties. This may impact on the cost and/or the Group’s ability to sell or move these projects into production.

While the Group believes that its operations and future projects are currently, and will be, in substantial compliance with all relevant material environmental and health and safety laws and regulations, including relevant international standards, there can be no assurance that new laws and regulations, or amendments to, or stringent enforcement of, existing laws and regulations will not be introduced. Nevertheless, the Group will continue to vigorously apply international standards to the design and execution of any and all of its activities, including engagement and consultation with local communities, and non-governmental and Governmental organisations to ensure any impacts of current and future activities are minimised and appropriately managed. The Group has established a comprehensive suite of health, safety, environmental and community policies which will continue to underpin all future activities.

KAVANGO RESOURCES PLC STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 17

Financing

The successful exploration or exploitation of natural resources on any project will require significant capital investment. The sources of financing currently available to the Group are through the issue of additional equity capital in the Company or through bringing in partners to fund exploration and development costs. The Group’s ability to raise further funds will depend on the success of their investment strategy and conditions in financial and commodity markets. The Group may not be successful in procuring the requisite funds on terms which are acceptable to it (or at all) and, if such funding is unavailable, the Group may be required to reduce the scope of its investments or anticipated expansion.

Political, economic, and regulatory regime

The licences and operations of the Group are in jurisdictions outside the United Kingdom and accordingly there will be a number of risks which the Group will be unable to control. Whilst the Group will make every effort to ensure it has robust commercial agreements covering its activities, there is a risk that the Group’s activities will be adversely affected by economic and political factors such as the imposition of additional taxes and charges, cancellation or suspension of licences and changes to the laws governing mineral exploration and operations. An increase in import duties could pose an inflation risk on supply of materials. The Group’s activities will be dependent upon the grant of appropriate licences, concessions, leases, permits, and regulatory consents that may be withdrawn or made subject to limitations. There can be no assurance that they will be granted or renewed or if so, on what terms. There is also the possibility that the terms of any licence may be changed other than as represented or expected.

Dependence on key personnel

The Group is dependent upon its executive management team and various technical consultants. While it has entered into contractual agreements with the aim of securing the services of these personnel, the retention of their services cannot be guaranteed. The development and success of the Group depends on its ability to recruit and retain high quality and experienced staff. The loss of the service of key personnel or the inability to attract additional qualified personnel as the Group grows could have an adverse effect on future business and financial conditions. Nevertheless, through programmes of incentivising staff, appropriate succession planning, and good management these risks can be largely mitigated.

Uninsured risk

The Group, as a participant in exploration and development programmes, may become subject to liability for hazards that cannot be insured against or third-party claims that exceed the insurance cover. The Group may also be disrupted by a variety of risks and hazards that are beyond its control, including geological, geotechnical, and seismic factors, environmental hazards, industrial accidents, occupation and health hazards and weather conditions or other acts of God.

Other business risks

In addition to the current principal risks identified above and those disclosed in note 26 to the financial statements, the Group’s business is subject to risks relating to the financial markets and commodity markets. The buoyancy of both the aforementioned markets can affect the ability of the Group to raise funds for exploration. The Group has identified certain risks pertinent to its business including:

Strategic and Economic:
* Business environment changes
* Limited diversification

Operational:
* Difficulty in obtaining / maintaining / renewing Licences / approvals
* Drilling brings inherent risk as it is subject to unknown ground conditions

Human Resources and Management:
* Failure to recruit and retain key personnel
* Human error or deliberate negative action
* Inadequate management processes

Financial:
* Restrictions in capital markets impacting available financial resources
* Cost escalation, inflation and budget overruns
* Fraud and corruption

KAVANGO RESOURCES PLC STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 18

Commercial:
* Failure to maximise value from the projects
* Loss of interest in key assets
* Regulatory compliance and legal
* Unexpected adverse fluctuations in the currency markets

The Directors regularly monitor such risks, using information obtained or developed from external and internal sources, and will take actions as appropriate to mitigate these. Effective risk mitigation may be critical to the Group in achieving its strategic objectives and protecting its assets, personnel, and reputation. The Group assesses its risk on an ongoing basis to ensure it identifies key business risks and takes measures to mitigate these. Other steps include regular Board review of the business, monthly management reporting, financial operating procedures, and anti- bribery management systems. The Group reviews its business risks and management systems on a regular basis.

Key performance indicators

The ongoing performance of the Group is managed and monitored using the following key financial and non- financial indicators (“KPIs”) on a monthly basis:

Progress with mine development, project acquisition, exploration, monitoring claim and licence commitments, health, safety and environmental compliance; and
Cash management – sufficient to meet its obligations as they fall due.

Where any KPI shows a variance early action is taken to identify the causes and to address the issue. The Directors are satisfied with the Group’s performance for the year as the Group is either on track or ahead of its licence spending commitments and has been able to control costs despite inflationary pressures. The Company has continued to successfully raise finance to support its mining activities, exploration programme and working capital requirements.

Capital structure

The Company’s capital consists of ordinary shares which rank pari passu in all respects which are traded on the Main Market of the London Stock Exchange and some of which are secondary listed on the Victoria Falls Stock Exchange, Zimbabwe to broaden investor access. There are no restrictions on the transfer of securities in the Company or restrictions on voting rights and none of the Company’s shares are owned or controlled by employee share schemes. There are no arrangements in place between shareholders that are known to the Company that may restrict voting rights, restrict the transfer of securities, result in the appointment or replacement of Directors, amend the Company’s articles of association or restrict the powers of the Company’s Directors, including in relation to the issuing or buying back by the Company of its shares or any significant agreements to which the Company is a party that take effect after or terminate upon, a change of control of the Company following a takeover bid or arrangements between the Company and its Directors or employees providing for compensation for loss of office or employment (whether through resignation, purported redundancy or otherwise) that may occur because of a takeover bid.

The task force on climate-related financial disclosures

The task force on climate-related financial disclosures (“TCFD”) aim to provide investors, lenders, and other stakeholders with information necessary to assess climate-related risks and opportunities. The Group takes various actions throughout local operations to mitigate the potential impacts of the Group’s activities. The Directors recognise the benefits of disclosing climate-related financial information.

Aligned with Global Efforts
Increasing global recognition of the need for urgent climate action is driving the demand for certain ‘critical’ minerals. The Group businesses can contribute to the clean energy transition, as explorers and producers of minerals needed for renewable energy infrastructure, energy storage systems and electric vehicles production. As a part of this critical and transition minerals supply chain, the Group are committed to the ethical, safe and responsible production of mineral products.Kavango recognises the extensive science revealing the scale of the climate challenge globally. The Paris Agreement has been ratified by 194 nation states and the European Union, including all parties to the United Nations Framework Convention on Climate Change, and represents over 98% of global greenhouse gas emissions – showing the extent of global recognition of this threat. As a mineral exploration company and early-stage producer, the Group has just started the process to inform our business on how best to support the objectives of the Paris Agreement through the lifetime of our assets.

KAVANGO RESOURCES PLC STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 19

Governance

The Board of Kavango, together with its standing committees, and specifically the ESG Committee, has oversight of the Group’s work on climate change and decarbonisation, as a material strategic and governance issue. The Board oversees the company’s approach to managing climate change risk and delivering on related commitments, recognising:

Interdependency – the Group’s operations are dependent on and have an impact on the natural environment.
Opportunity – as a minerals exploration company and early-stage producer, the Group is growing its knowledge of the opportunities to best manage our business and its impacts in the context of climate change.
Influence - as a minerals exploration company and early stage producer, the Group business model means that the duration of our ownership of individual assets may be short or early in the minerals lifecycle, and therefore that the minerals to which Kavango has title are not subject to energy intensive processes under the Group’s stewardship, limiting our opportunities to impact on decarbonisation.
Reality – that as a minerals exploration company and early-stage producer, the scope of our systems are necessarily simple and specific to the exploration and operating context to which our business is exposed.

The Chief Executive Officer, together with the Group’s Executive Management, is accountable for executing our approach to climate change. Reflecting the early-stage focus of our business, as a mineral exploration company and early-stage producer, our team’s performance is linked to successful identification of minerals, and economic mineral deposits. We are continuing to develop our performance recognition and reward systems and intend that climate-related key performance indicators will form part of short and long-term incentive plans. This will help to drive outcomes that protect and create long-term value.

Materiality

In 2025 the Group undertook its first formal materiality assessment and in parallel have commenced an extensive upgrade of its enterprise risk management register, to inform on the double materiality elements of climate change:

The risk that the Group’s activities pose to the environment, including the climate; and
The risks that climate change pose to the Group’s activities including both transition and physical climate change impacts.

As these processes advance the outcomes will inform objectives and key performance indicators specific to the business and any material aspects related to climate change.

Engagement

As part of the materiality assessment, the Group has applied leading practices including inviting a cross section of key stakeholders including investors, employees, Board members, management and others, to formally participate. The process, led by an independent external consultant, is a strategic exercise designed to identify material environmental, social and governance (sustainability) topics for disclosure and ongoing management by the business. The process has drawn on internal documentary sources and perspectives, as well as international sustainability reporting standards and corporate practice. Topics have been assessed against views of the significance of our economic, environmental, and social impacts – in line with good reporting practice - incorporating outputs from:

Internal and external stakeholder survey;
Company enhanced enterprise risk register;
Peer company disclosures;
Industry standards and frameworks of relevance to the Group’s business.

The draft materiality matrix has been reviewed by senior management, and further validation will occur following the incorporation of the enterprise risk management outputs. Routine reviews as part of corporate disclosure undertakings will inform frequency of update of the materiality assessment.

Climate Change Action Plan

Within the Group, our inaugural climate change action plan has been designed to advance activities to understand the processes and extent of the Group’s activities as contributors to climate change, as well as the potential impacts of climate change on the Group activities. The plan will be updated every three years to ensure its continued evolution with our business and the environment.

KAVANGO RESOURCES PLC STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 20

Our approach to climate change, informing our climate change action plan, is driven by these key themes:

Integrity and governance – the strategic elements of the plan that relate to the positioning of our business in a global context, and the governance we anticipate implementing to reflect this;
Climate risks and opportunities – understanding the impacts that climate change may have on our business, as well as the impacts our business may have in relation to climate change;
Management, monitoring and reporting – the tactical elements of the plan that relate to our progress in managing climate risks and disclosure on same.

Integrity and governance	Climate risks and opportunities	Management, monitoring and reporting
Business Governance	Identifying the Impacts	Business Integration
Board Sustainability Committee mandate	High level climate scenario modeling and analysis	Energy and emissions tracking
Executive Management frameworks	Transition risk assessment	Scope 1 and 2 energy use and emissions reporting
Key performance indicators	Physical risk assessment	Opportunities advancement
Strategic Risk Management Frameworks	Exploring Opportunities	Other TCFD related reporting
Enhancement of enterprise risk management system	Opportunities assessment	Managing Impacts
Inaugural materiality survey and related benchmarking	Energy supply security assessment	Business continuity planning
	Energy supply contracts

Climate-Related Risks, Opportunities, Impacts and Dependencies

Within the Group, the enhancements that we are making will allow climate-related risks and opportunities to be identified, like all strategic risks, as an integral part of our Enterprise Risk Management and Materiality processes. These processes will be complemented by supporting processes to understand:

transition risks – arising from changes in the real economy as a result of global efforts to mitigate or reduce greenhouse gas emission and adapt to the existing or expected impacts of climate change.
physical risks – arising from changes in planetary conditions due to increasing greenhouse gas concentrations, leading to changes in climatic patterns (chronic) and more frequent and severe weather-related events (acute).
impacts and dependencies – arising from the duality of the relationship of the business with the natural environment – where the company has an impact on natural capital, as well as relying on ecosystem services to enable it to function.

Physical Risks

As part of our inaugural climate change action plan, we have undertaken to complete high level climate scenario modelling to obtain a view of climate-related risks for the Group businesses and key parts of our supply chain. We have advanced our understanding of our business’ potential exposure to physical hazards through the development of high-level climate studies that draw on third party verified and credible global climate data and climate model providers including sources utilised by the World Bank Climate Knowledge hub and the World Resources Institute Aqueduct.

Physical risks have been assessed in a high-emissions climate scenario in line with the Intergovernmental Panel on Climate Change (IPCC) Representative Concentration Pathway (RCP 8.5). This scenario provides a robust assessment of potential impacts, as it goes beyond the global base case assumption of at least 2°C of warming and assumes more severe physical impacts, allowing us to stress test exposure of our assets and resilience to physical climate change.

From this process, we have identified key climate hazards of concern to our business. The next step in our process is to analyse these hazards and the related risks that the climate projections may pose to our business in its current and future contexts. We will also consider actions to enhance business continuity, and, as applicable to the business, transition planning.

KAVANGO RESOURCES PLC STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 21

Responsible Energy and Emissions Management

In line with the recommendations of the Task Force on Climate-Related Financial Disclosures (TCFD), the Group expects that as a result of the processes that we have commenced under our inaugural climate change action plan, that during the three-year plan period, we will be in a position to commence reporting on energy use and emissions.

Key performance indicators that we expect to track and report on include:

Diesel and petrol used in our exploration and processing activities
Scope 1 emissions from diesel and petrol usage
Electricity used at our processing facility
Scope 2 emissions from electricity consumption

Data that is compiled will be subject to analysis so as to inform strategic decisions and investments via our capital allocation framework, including those which support our climate change commitments.Investment decisions to drive decarbonisation within our business and sphere of influence, consider project returns and portfolio value, in the context of prevailing and future carbon pricing and the output of the Group’s risk assessments.

Section 172(1) Statement

This statement sets out how the Directors have acted in good faith to promote the Company’s success for the benefit of members and have considered the interests of stakeholders and other factors in their decision-making process.

Kavango is a gold production and exploration business, operating in Zimbabwe and Botswana. Kavango’s long term strategy is the exploration and development of low technical risk gold and copper projects and to bring them into production. Until there is a regular income stream the Company is dependent upon raising funds for its continued operation. The nature of the business is important to the understanding of the Company by its members, employees and suppliers.

The Board understands the importance of regularly reviewing its strategy and of regularly assessing other opportunities in the Botswana and Zimbabwe market and/or internationally. The Company engages regularly with its shareholders to ensure that its strategy, operational results and financial performance is clearly understood. Kavango engages with shareholders via roadshows, attending investor conferences and through regular reporting on the LSE and the VFEX. The Company regularly takes part in investor conferences, both in the UK and internationally. LSE and VFEX announcements include details of the website and include phone numbers to contact the Company and its professional advisors.

During 2025, the principal decisions taken were the exercise of the Nara option and the reorganisation of the Board, to reflect the progress of the Company for which the views of the majority shareholders were considered and incorporated into the decision making.

Kavango is committed to conducting business in a fair and ethical and honest manner in all the jurisdictions in which it operates. The Company has implemented a strict policy regarding anti-bribery and corruption which it enforces through protocols and systems to ensure bribery is prevented. Kavango seeks to embed ethical integrity and a pursuit of excellence into its operations and into all aspects of its business dealings and partnerships. Kavango is committed to acting professionally and fairly for the benefit of its members as a whole, in pursuit of the success of the company. The full Corporate Governance policy can be found on the Company website. www.kavangoresources.com

The welfare and safety of the Group’s employees, workforce, contractors and suppliers is of paramount importance to the directors and executive teams who oversee and strictly enforce the Company safety policies across the Group. Employee training focuses on operational safety, mutual respect and shared responsibility.

The impact of the Company’s activities on its stakeholders, employees and suppliers and the likely impact of operations on the environment and local communities is of foremost importance to the directors when making business decisions. The Company actively seeks to maximise local employment; approximately 99% of the Zimbabwe team are Zimbabwean nationals. In Botswana, the small team are 100% Botswana nationals. Engagement with local communities in the areas where the Kavango group has a presence, which the Company believes is vital to the delivery of Kavango’s strategy and to the success of the Company, is dependent on jurisdiction and the stage of development but is typically by public forum or with local or regional leaders, including site visits and workshops.

KAVANGO RESOURCES PLC STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 22

The Company is committed to continued improvement in community development and community investment programmes through monitoring, measuring, and managing its social and economic impacts, placing local people at the centre of development. Community initiatives have included sponsorship of a local football team, handing over a full commissioned solar powered water borehole, donation of bags of cement to enable construction of an animal drinking trough, repairs to a community school and education sponsorships. Kavango seeks to build strong relationships with local government departments that drive socioeconomic diversification in rural areas, whilst always conforming to the Group’s core values.

This Strategic Report was approved by the Board of Directors and is signed on its behalf by:

Peter F Wynter Bee
Chairman & Interim CEO
28 April 2026

KAVANGO RESOURCES PLC DIRECTORS REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 23

The Directors present their annual report on the affairs of the Group and Company, together with audited financial statements, for the year ended 31 December 2025.

Review of business and future developments

A review of the current and future development of the Group’s and Company’s business is included in the Operational Report.

Subsequent events

Details of subsequent events after the year end are disclosed in note 30 to the financial statements.

Dividends

The Directors do not propose a dividend in respect of the year ended 31 December 2025 (2024: none).

Directors

The Directors of the Company who served during the year and up to the date of signing this report are as follows:
David Smith (until 30 June 2025)
Matthew Benjamin Turney (until 22 October 2025)
Hillary Gumbo
Peter Wynter Bee
Donald McAlister
Alexandra Gorman
Gautam Dalal (appointed 1 July 2025)

Directors’ interests in the ordinary share capital of the Company at the date of this report are disclosed within the Directors’ Remuneration Report.

Directors’ indemnities

The Company has made qualifying third-party indemnity provisions for the benefit of its Directors which were made during the year and remain in force at the date of this report

Use of financial instruments and financial risk management

Details of the use of financial instruments and associated risk management by the Group are included in note 27 to the financial statements.

Substantial shareholders

As of 28 April 2026 (being the closest relevant data for which data has been provided), the Company had been notified, in accordance with chapter 5 of the Disclosure Guidance and Transparency Rules or via disclosures under s.793 of the Companies Act, of the following voting rights of 3% or more in its issued share capital:

Party name	Number of ordinary shares	% of share capital
Purebond Limited	2,526,441,776	57.87%
Peter Wynter Bee*	298,850,000	6.84%
Total	2,825,291,776	64.71%

*Includes shares held by Wynter Bee Resources Limited
Total shares in issue: 4,366,039,657

KAVANGO RESOURCES PLC DIRECTORS REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 24

Capital structure

Details of the capital structure of the Company are included in the Strategic Report and note 22 to the financial statements.

Greenhouse gas emissions and energy use

Given the nature of its activities which can include airborne geophysics and the operation of drill rigs, the Group is conscious of greenhouse gas emissions. The Directors are mindful of their responsibilities in this regard and strive to seek opportunities where improvements may be made. Examples of actions on this include installation by the Company of solar power and battery storage for its office and exploration camp in Zimbabwe. The Company is exempt from the Streamlined Energy and Carbon Reporting (SECR) requirements since its energy consumption is less than 40,000 kWh per annum.

Going concern

The consolidated and Company financial statements have been prepared on a going concern basis. In assessing whether the going concern assumption remains appropriate, the Directors have considered all relevant available information about the current and forecast financial position of the Group, including the Group’s cash resources, expected operating expenditures, capital commitments and the timing and likelihood of future funding.

The forecast reflects an opening cash balance of US$ 10.8 million at 1 March 2026 and incorporates assumptions relating to the completion of capital expenditure at Hillside, the transfer and release of escrow funds at Nara and the projected expenditure in Botswana. Therefore, the Directors are satisfied that it is appropriate to continue to adopt the going concern basis of accounting in the preparation of these financial statements.

Political donations

The Group made no political donations during the year (2024: none).

Audit and disclosure of information to auditor

Each Director in office at the date of approval of this report has confirmed that:
- so far as the Director is aware, there is no relevant audit information of which the Company’s auditors are unaware; and
- each Director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the Company’s auditors are aware of that information.

The Group’s auditor, PKF Littlejohn LLP, has indicated their willingness to continue in office and, on recommendation of the Audit and Risk Committee, a resolution that they should be re-appointed will be proposed at the annual general meeting of the Company.

KAVANGO RESOURCES PLC DIRECTORS REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 25

The Corporate Governance Report forms part of this report.# Directors' Report

This report sets out the information the company and the Group are required to disclose in the Directors’ report in compliance with the Companies Act, the Financial Conduct Authority’s Listing Rules (Listing Rules), the Disclosure Guidance and Transparency Rules (DTRs), and the Quoted Companies Alliance (QCA) Code. This report should be read in conjunction with the Strategic Report set out on pages 15 to 22 and the Corporate Governance Report set out on pages 26 to 34. Together, the Strategic Report, this Directors’ Report, and other sections of the Corporate Governance report incorporated by reference, when taken as a whole, form the Management Report as required under Rule 4.1.5R of the DTRs.

This Directors’ Report was approved by the Board of Directors on 28 April 2026 and is signed on its behalf by;

Peter F Wynter Bee
Chairman & Interim CEO

KAVANGO RESOURCES PLC CORPORATE GOVERNANCE REPORT 26

This report forms part of the Strategic Report. The Chairman of the Board of Directors of Kavango has a responsibility to ensure that Kavango has a sound corporate governance policy and an effective Board. The Board is committed to maintaining high standards of corporate governance and, so far as appropriate given the Company’s size and the constitution of the Board, looks to comply with the QCA Code.

In light of the Company’s size and recent history, during the year, the Company has deviated from the QCA Code in the respects outlined below.

The provisions relating to the composition of the Board and the division of responsibilities were not complied with during the year as the Board felt these provisions to be inappropriate, given the size of the Company and the scope of its activities.
The Board does not consider an internal audit function to be required given the size of the Company and number of transactions.
A diversity policy as applied to the Company’s administrative management and supervisory bodies has been developed and biographies of Directors and senior management and their relevant experiences are set out on page 14.
Implementation of Board evaluation remains ongoing.

The Board considers that the Company complies with the QCA code so far as is practicable having regard to the size, nature and current stage of development of the Company. The Directors are responsible for internal control in the Company and for reviewing effectiveness. Due to the size of the Company, all key decisions are made by the Board. The Directors have reviewed the effectiveness of the Company’s systems during the period under review and consider that there have been no material losses, contingencies or uncertainties due to weaknesses in the controls.

Details of the Company’s business model and strategy are included in the Chairman’s Statement, the Operations Report, and the Strategic Report. The sections below set out how the Group applies the principles of the QCA Code and sets out areas of non-compliance.

Principle 1: Establish a purpose, strategy and business model which promote long-term value for shareholders

The Company’s purpose is to create sustainable long‑term value for shareholders through the disciplined identification, acquisition and advancement of high‑calibre early-stage gold, precious and base metal projects. The Company’s strategy and business model are described in detail in the Strategic Report on pages 15-22. In summary, the Company:

uses its expertise to identify those areas with potential for discovery of economically feasible deposits;
assesses the business environment of Botswana, Zimbabwe, and other potential target territories and their attractiveness for prospecting and eventual mining operations; and
understands existing interests in prospecting licence areas in order to ensure the Company can earn-in to existing interests on terms favourable to shareholders.

Early-stage mineral exploration is by its nature speculative, and the Company aims to reduce the risks inherent in the industry by careful application of funds throughout individual projects. The Company does this by:

reviewing existing exploration data and projects, using a stage-gate approach;
establishing close in-country partnerships and financing for the Company’s projects;
applying the most appropriate yet cost-effective exploration techniques in order to determine whether further work, using increasingly expensive exploration techniques, is justified; and
appreciating the likely realisation routes that will be available to the Company as a project moves towards development.

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The key challenges that the Company faces in delivering on its strategy, and how the Board has addressed these challenges, are set out in the Principal Risks and Uncertainties section on pages 15-18 of the Strategic Report.

Principle 2: Promote a Corporate Culture that is based on ethical values and behaviours

The Board aims to lead by example and act in the best interests of the Company, its shareholders and the communities in which it operates. As the Company operates in remote and under-developed areas, the corporate culture that is adopted throughout the Company ensures that its employees understand their obligations towards the environment and in respect of anti-bribery and corruption. This underpins the Company’s purpose and strategy by promoting responsible, ethical and compliant exploration activities that protect the Company’s licence to operate, support long‑term value creation and enable the disciplined advancement of projects in emerging jurisdictions.

All employees are informed of their responsibilities with regard to anti-bribery and corruption when they join the Company. Contracts with suppliers also reflect these requirements. This effort is further supported by an internal handbook and policies, such as the anti-bribery policy, whistleblowing policy and share dealing policies designed to reinforce consistent and meaningful cultural alignment. Employees are required to treat each other with respect and to not tolerate any form of discrimination. A formal grievance process is in place, ensuring that employees may voice concerns. The Company empowers its employees to work in a mutually respectful and safe environment where they can make suggestions and contribute to the Company’s success.

The Company is keen to support its workforce, providing training to expand capabilities, and favourable working terms that include support for healthcare. The Company is still at an early stage but has already developed a culture for its in-country operations where employees are mutually respectful, and where gender or ethnicity are no barrier to progression. The Board and senior management monitor the desired culture by hosting regular calls to refresh and re-iterate the Company’s ethical standards as they apply to the operational issues that are discussed on that call. Regular employee surveys are undertaken to enable management to assess adoption and implementation of the Company’s culture. Any material areas of divergence are addressed by the Board as appropriate. Further information on the Company’s corporate culture and employee engagement can be found on page 21 of the Strategic Report.

Principle 3: Seek to understand and meet shareholder needs and expectations

The Company is committed to engaging with its shareholders to ensure that its strategy, operational results, and financial performance are clearly understood. The Company engages with its shareholders via online presentations, roadshows, attendance at investor conferences and through regular reporting on the London Stock Exchange. These announcements include details of the Company’s corporate website and phone numbers where shareholders can contact the Company and its professional advisors.

Private shareholders

The Annual General Meeting (“AGM”) continues to be available as a forum for dialogue between retail shareholders and the Board. The Notice of Meeting is sent to shareholders at least 21 days before the meeting. Subject to travel limitations, all Directors endeavour to attend the AGM and to be available to answer questions raised by shareholders. The results of the AGM are announced via the London Stock Exchange and the Victoria Falls Stock Exchange. In addition, the Executive Directors regularly attend investor forums specific to the mining industry and engage with shareholders at those events. All investors can contact the Company via its website (https://www.kavangoresources.com/) or by email at [email protected]. Retail shareholders also regularly attend investor evenings held by the Company’s broker or other industry bodies; the Company’s attendance at such events is publicised via stock exchange announcements. Corporate presentations are also made available on the Company’s website.

Institutional shareholders

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The Directors actively seek to build a relationship with institutional shareholders. Shareholder relations are managed primarily by the Directors. The Directors make presentations to institutional shareholders and analysts throughout the year through events such as the 121 Group. The Company communicates with our institutional shareholders throughout the year through conference calls, online presentations, and email. The Board as a whole is kept informed of the views and concerns of major shareholders by the Chief Executive Officer. Any significant investment reports from analysts are also circulated to the Board. The Chairman is available to meet with major shareholders to discuss issues of importance to them.

ESG

The Board understands the need to identify investors’ needs with regard to environmental, social and governance (“ESG”) reporting. As described on page 19 of the Strategic Report, the Company has undertaken a strategic exercise to identify material ESG topics for disclosure and ongoing management by the business.The Board looks forward to providing meaningful reporting on these areas as the Company develops. Shareholders can find further information about the Company’s current work around ESG, including our ESG Committee and Climate Change Action Plan, on pages 19-22 of the Strategic Report.

Principle 4: Take into account wider stakeholder interests, including social and environmental responsibilities, and their implications for long-term success

The Company’s approach to the management and disclosure of ESG matters can be found above under Principle 3. The key environmental and social issues that the Board has identified as being material to the Company delivering on its strategy, and how the Board plans to monitor these issues, are set out in the Climate Change Action Plan on page 19 of the Strategic Report. The Board has identified key performance indicators to track its performance in respect of the Group’s environmental impact, which are set out on page 21.

Aside from the Company’s shareholders, our most important stakeholder groups are our employees, local partners and those local communities that may be impacted by our exploration activities. The Board is regularly updated on stakeholder issues and their potential impact on our business to enable the Board to understand and consider these issues in decision-making. The Board understands that maintaining the support of all its stakeholders is paramount for the long-term success of the Company.

The operational team makes contact with landowners and residents prior to commencing work in an area and aims to maintain open dialogue. Regular briefings and meetings are held with in-country government officials from the Ministry of Mineral Resources, Green Technology and Energy Security in Botswana, and the Ministry of Mines and Mining Development in Zimbabwe, as well as civic leaders.

Employees

The Company maintains only a small permanent staff in Botswana and Zimbabwe, and a very small team in the UK. Employee engagement with the Directors is frequent with regular calls held with the in-country management. The executive directors regularly visit the project sites and meet the employees. Two of the Directors (including the COO) reside in Zimbabwe. The Company funds professional memberships for appropriate team members and it has also funded attendance at conferences.

Local partners and communities

Our operations provide employment in Botswana and Zimbabwe. Essential to our success is the establishment of close working relationships with local partners. The Company seeks local partners who have a good understanding of the local exploration and mining industry and regulations within the country, and with the capacity and capability to assist with the management and maintenance of our projects.

The Company is mindful of our obligations to the local environment and operate to high levels of health and safety in respect of both our local workers and the local community. Employee training focuses on operating safely and considerately in these communities. Engagement with local communities is dependent on jurisdiction and the stage of exploration but is typically by public forum or with local or regional leaders, including site visits and workshops.

Social projects in the local communities are dependent on local needs and also the stage of exploration/level of project investment. Examples of our social projects during 2025 have included handing over a fully commissioned solar powered water borehole, donation of bags of cement to enable construction of an animal drinking trough, repairs to a community school and education sponsorships.

The Company may seek to bring in partners who can credibly progress the projects. In doing so the Company has regard for their ability and desire to move projects forward, their industry reputation and their commitment to treating the local communities fairly and protecting the environment. The company enters agreements that allow us to monitor their activities and have monthly updates on project progress.

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Principle 5: Embed effective risk management, internal controls and assurance activities, considering both opportunities and threats, throughout the organisation

The Board is responsible for determining the Company’s risk appetite as part of its strategic planning, and the Company’s key risks are regularly reviewed by the Board and the Audit and Risk Committee. Details of the principal risks and uncertainties identified by the Company are set out on pages 15-18 of the Strategic Report.

The Company has a framework of internal financial controls, the effectiveness of which is regularly reviewed by the Directors and the Audit and Risk Committee. The key financial controls include:

Reviewing and approving overall Company strategy, approving new exploration projects and budgets, and for determining the financial structure of the Company including treasury, tax, and dividend policy. Monthly cash flow forecasts are reported to the Board;
The Audit and Risk Committee’s oversight of the assists the financial statements, accounting policies and the maintenance of proper internal business, and operational and financial controls;
Regular budgeting and forecasting are performed to monitor the Company’s ongoing cash requirements and cash flow forecasts are reported to the Board on a bimonthly basis;
Results being reported against budget and prior year, which are circulated to and reviewed by the Board on a regular basis;
Regular reviews of the Group’s projects as the basis for decisions regarding future expenditure commitment, using a stage-gate methodology;
Cash flow forecasting is undertaken at the ‘required currency’ level and foreign currency balances are maintained to meet expected requirements, due to the international nature of the business; and
The management of exploration risk of failure to find economic deposits by low cost early-stage exploration techniques with detailed analysis of results.

The Board has ultimate responsibility for the Company’s system of internal control and for reviewing its effectiveness. However, any such system of internal control can provide only reasonable, but not absolute, assurance against material misstatement or loss. The Board considers that the internal controls in place are appropriate for the size, complexity, and risk profile of the Company. The principal elements of the Company’s internal control system include:

Close management of the day-to-day activities of the Company by the Executive Directors;
An organisational structure with defined levels of responsibility, which promotes entrepreneurial decision-making and rapid implementation while minimising risks; and
Central control over key areas such as capital expenditure authorisation and banking facilities.

The Company regularly reviews the effectiveness of its system of internal control, whilst also having regard to its size and the resources available, and extensive improvements to its internal controls have been implemented. As part of the Company’s plans, the Board continues to review a number of non-financial controls covering areas such as regulatory compliance, business integrity, health and safety, and corporate social responsibility. A register of Conflicts of Interest is maintained. Standard Operating Procedures have been developed for any high safety risk activities, and risk assessments are carried out for new activities. Safety performance is measured through key metrics. All employees are made aware on joining of their obligations under anti-bribery and corruption legislation, and this is also reflected in the Company’s key contracts.

Details of the Company’s governance of climate-related risks and opportunities, including how these are integrated into the overall governance framework, is set out in the Climate Change Action Plan on pages 19-20 and in the Principal Risks and Uncertainties section on pages 15-18.

The Audit and Risk Committee, on behalf of the Board, reviews on an annual basis the independence of the Company’s auditors, PKF Littlejohn LLP, taking into account their tenure, relationships with the Company and the wider group companies, and level of non-audit services provided. The Auditor has confirmed that it remains independent to the Company, and the Audit and Risk Committee has agreed with this position.

Principle 6: Establish and maintain the board as a well-functioning, balanced team led by the chair

David Smith resigned from the Board on 30 June 2025. Ben Turney left the Company on 22 October 2025. On 1 July 2025, Peter Wynter Bee, previously non-executive Deputy Chairman, assumed the role of Chairman and from 22 October 2025 assumed the role of Executive Chairman & Interim CEO. On 22 October 2025, Donald McAlister, previously a non-executive director, assumed the role of Executive Interim Finance Director. In June 2025, Alex Gorman, previously non-executive director, assumed the role of Executive Director & Chief Operating Officer,

KAVANGO RESOURCES PLC CORPORATE GOVERNANCE REPORT 30

Zimbabwe. Gautam Dalal was appointed to the Board, as a non-executive director, on 1 July 2025 and has the role of chair of the Audit and Risk Committee. The Board considers Gautam Dalal to be independent.

The Directors’ biographies can be found on page 14 of this Report and on the Company’s website, www.kavangoresources.com/about/our-team. The Board currently comprises an Executive Chairman, three executive directors and one additional independent non-executive director. The Board recognises that it does not meet the requirement for the Board to have at least two independent directors, or for the Board’s committees to have a majority of independent directors as members, and it is working to improve balance between independence on the one hand, and knowledge of the Company and industry on the other, to enable it to discharge its duties and responsibilities effectively.All Directors are encouraged to use their independent judgement and to challenge all matters, whether strategic or operational, as they feel appropriate. All Directors retire by rotation at regular intervals in accordance with the Company’s Articles of Association. All Directors have disclosed any significant commitments to the Board and confirmed that they have sufficient time to discharge their duties. The Executive Directors regularly work between 10 and 40 hours per week on the Company’s business. The Non-Executive Director regularly spends up to 10 hours per week on the Company’s business, and more when needed. The Board met formally 6 times throughout 2025, with additional meetings held for specific items as required. The Board agenda is set by the Executive Chairman, in consultation with the Company Secretary. Board meetings are deemed quorate if two Board members are present, provided due notice of such meeting has been given to or waived by the non-attending Directors. The standard agenda points include:

Review of previous meeting minutes and actions arising therefrom;
Reports by the Executive Directors covering operational and financial matters;
Exploration updates; and
Any other business including update of Register of Conflicts.

The table below sets out Directors’ attendance at Board meetings held during 2025:

Director	Position	Board	Audit Committee	Remuneration Committee
David Smith	Non-Executive Chairman (Independent) (until 30/06/25)	3/3	1	1
Peter Wynter Bee	Executive Chairman & Interim Chief Executive Officer	6/6	2	1
Ben Turney	Chief Executive Officer (until 22/10/25)	5/5
Hillary Gumbo	Executive Director	6/6
Donald McAlister	Executive Interim Finance Director	6/6	2
Alexandra Gorman	Executive Director & Chief Operating Officer	6/6
Gautam Dalal	Non-Executive Director (appointed 01/07/25)	2/3	1

Directors’ conflict of interest

The Company has effective procedures in place to monitor and deal with conflicts of interest. The Board is aware of the other commitments and interests of its Directors, and changes to these commitments and interests are reported to and, where appropriate, agreed with the rest of the Board. A Register of Conflicts is maintained and is a standard agenda item at each Board meeting. The Directors have access to the Company’s advisers, its broker, and its lawyers. Directors and Officers Liability insurance is maintained for all Directors. Employer’s Liability insurance is also in effect.

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Principle 7: Maintain appropriate governance structures and ensure that individually and collectively the directors have the necessary up-to-date experience, skills and capabilities

The Board is satisfied that, between the Directors, it has an effective and appropriate balance of skills and experience, particularly so in the area of precious and base metal exploration and development. All Directors receive regular and timely information on the Company’s operational and financial performance, circulated to the Directors in advance of meetings. The Directors seek to keep their skills up to date through continuing professional development and attending relevant courses. Directors from a technical discipline are encouraged to maintain professional accreditation.

In addition, the following Directors are also directors of the Company’s subsidiaries: Hillary Gumbo is a director of Kavango Minerals (Pty) Limited, Shongwe Resources (Pty) Limited, Kavango Zimbabwe Holdings (Private) Limited, Kavango Mining Private Limited, Kavango Exploration (Private) Limited, Kavango Drilling (Private) Limited and Triangle Box Investments (Private) Limited.; Alex Gorman is a director of Kavango Zimbabwe Holdings (Private) Limited, Kavango Mining (Private) Limited, Kavango Exploration (Private) Limited, Kavango Drilling (Private) Limited and Triangle Box Investments (Private) Limited.

Policy for new appointments

Base salary levels will take into account market data for the relevant role, internal equity, the individual’s experience, and their current base salary. Where an individual is recruited at below market norms, they may be re-aligned over time (e.g., two to three years), subject to performance in the role. Benefits are paid in accordance with the approved Remuneration Policy outlined in the Remuneration Report.

Policy on payment for loss of office

Payment for loss of office would be determined by the Board, taking into account contractual obligations.

Independent advice

All Directors are able to take independent professional advice in the furtherance of their duties, if necessary, at the Company’s expense from lawyers, brokers, and other professional advisors that they deem relevant. In addition, the Directors have direct access to the advice and services of the Company Secretary. The Company Secretary provides support to the Board on further enhancing compliance with the QCA Code. On-boarding training is available to newly appointed directors and there is a regular review of company policies and reporting.

The Board is supported by the Audit and Risk Committee and the Remuneration Committee.

Audit and Risk Committee

The Audit and Risk Committee is chaired by Gautam Dalal since his appointment in July 2025 and includes Donald McAlister and Peter Wynter Bee. The Committee is responsible, amongst other things, for monitoring the Group’s financial reporting, external and internal audits and controls, including reviewing and monitoring the integrity of the Group’s annual and half-yearly financial statements, reviewing and monitoring the extent of non-audit work undertaken by external auditors, advising on the appointment of external auditors, overseeing the Group’s relationship with its external auditors, reviewing the effectiveness of the external audit process and reviewing the effectiveness of the Group’s internal control review function. The ultimate responsibility for reviewing and approving the annual report and accounts and the half- yearly reports remains with the Board. The Audit and Risk Committee gives due consideration to laws and regulations, the provisions of the QCA Code and the requirements of the UK Listing Rules.

The Remuneration Committee

The Remuneration Committee is chaired by Peter Wynter Bee and includes Gautam Dalal, since his appointment in July 2025. Remuneration issues are presented for approval by the full Board, with any conflicted directors abstaining from decision-making as appropriate. Key remuneration-related activities which occurred during the year included inflation- related increases for all Directors, bonus payments for the CEO and COO and Company-wide pay proposals.

The following policies and procedures have been established to support the Board in its running of the Company:

Dividend policy

The Company has never declared or paid any dividends on the Ordinary Shares. The Company currently intends to pay dividends on future earnings, if any, when it is commercially appropriate to do so. Any decision to declare and pay dividends will be made at the discretion of the Board and will depend on, among other things, the Company’s results of operations, financial condition and solvency and distributable reserves tests imposed by corporate law and such other factors that the Board may consider relevant. The Company’s current intention is to retain any earnings for use in its business operations, and the Company does not anticipate declaring any dividends in the foreseeable future.

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Anti-bribery and corruption policy

The Company has adopted an Anti-Corruption and Bribery Policy. It applies to the Directors, all employees of the Group, contractors working for the Group and its suppliers. The Board believes that the Group, through its internal controls, has appropriate procedures in place to reduce the risk of bribery and that all employees, agents, consultants, and associated persons are made fully aware of the Group’s policies and procedures with respect to ethical behaviour, business conduct and transparency.

Health and safety

The safety of the Group’s employees and contractors is critical to its operations. Kavango aims to prevent all incidents and accidents at its operations and in a reasonably practicable manner and strives to minimise hazards inherent in the working environment. The Company is committed to providing a working environment that is conducive to good health and safety; managing risks in the workplace and surveillance of workplaces and employees; complying with applicable legal requirements; ensuring that appropriate resources, training and personal protective equipment are provided to improve occupational health and safety; ensuring that employees and contractors have the relevant skills to perform work-related tasks in a safe manner and that they are aware of their individual health and safety obligations and rights.

Environmental policy

Kavango undertakes its mining and exploration activities in a manner that strives to minimise or eliminate negative impacts and maximise positive impacts of an environmental or socio-economic nature. The Company is committed to responsible stewardship of natural resources and the ecological environment. The Company aims to continually improve its environmental performance and the prevention of pollution, reduce or control the creation, emission or discharge of any type of pollutant or waste and to reduce adverse environmental impacts; the integration of environmental management into management practices throughout the Group, rehabilitate disturbed land as much as possible and protect environmental biodiversity; protect cultural heritage resources; comply with applicable legal requirements; and train and educate employees in environmental responsibilities. During drilling operations, the Company aims to limit any areas cut or cleared, and to restore these afterwards.Biodegradable drilling fluids are used, and any spills are recorded. The Company is keen to reduce its use of fossil fuels and has installed solar power energy supplies for its exploration camp and offices in Zimbabwe.

Social policy

Kavango aims to minimise potential negative social impacts while promoting opportunities and benefits for host communities. The Company is committed to continually improving community development and community investment programmes through monitoring, measuring, and managing its social and economic impacts; placing local people at the centre of development by helping to build their capacity to control their own development. The Company seeks to maximise local employment; all its Botswana based team are Botswana nationals, and in excess of 90% of its Zimbabwe team are Zimbabwean nationals. Community initiatives have included assistance to a rural school, education sponsorships, Christmas gift donations to a local children’s home, sponsorship of a local football team, handing over a fully commissioned solar powered water borehole, donation of bags of cement to enable construction of an animal drinking trough and planting of trees.

Diversity and inclusion policy

Purpose: The Group is committed to fostering a diverse and inclusive workplace that reflects the communities the Company operates in and the global nature of its business. This policy outlines the Company’s approach to diversity and inclusion, ensuring compliance with the UK Listing Rules and promoting equitable representation at all levels of the Company.

Scope: This policy applies to all employees, contractors, Board members, and executive management of the Company.

Policy Statement
1. Commitment to Diversity
* The Company aims to achieve and maintain diversity in its workforce, including gender, ethnicity, age, disability, sexual orientation, and cultural background.
* At least 40% of the board will be women, and one senior board position (Chair, CEO, CFO, or SID) will be held by a woman. The Company is mindful that it does not meet the target on female board members and Board diversity will be further addressed as the Company develops.
* At least one board member will be from a minority ethnic background, as defined by the Office for National Statistics (excluding White ethnic groups).

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Recruitment and Promotion
Recruitment processes will be designed to attract diverse candidates and eliminate bias.
Promotion and career development opportunities will be accessible to all employees, ensuring equitable treatment.
Data Collection and Reporting
The Company will collect and publish data on the gender identity and ethnic diversity of our board, senior board positions, and executive management annually.
Diversity targets will be disclosed in the Company’s annual financial report, along with explanations if targets are not met.
Training and Awareness
Diversity and inclusion training will be mandatory for all employees and board members.
Awareness campaigns will be conducted to foster an inclusive culture.
Accountability
The Board of Directors will oversee the implementation of this policy and monitor progress against diversity targets.
Regular reviews will be conducted to ensure compliance with the UK Listing Rules and adapt to evolving best practices.

Review and Updates: This policy is being developed and will be reviewed annually to ensure its effectiveness and alignment with regulatory requirements.

Principle 8: Evaluate board performance based on clear and relevant objectives, seeking continuous improvement

During the financial year ended 31 December 2025 the Board announced changes to meet the future commercial needs of the Company. A detailed strategy defined for the Company is used as a benchmark to measure the performance of the Board going forward. The Board considers the measure of its performance to be the successful delivery of the Company’s strategy. The Board reviews the progress against the strategy in Board meetings. Due to the significant number of changes on the Board throughout 2025, the Board did not undertake a formal performance review in 2025, and instead reviewed the Board’s performance on an ongoing basis, ensuring that each Director is committed to the long-term success of the Company, contributes effectively to the Board, and adheres to the Board’s regulatory and policy frameworks. The need for the Board to undertake a formal review will be kept under review.

The Board is responsible for succession planning and approaches this from a range of perspectives, including experience, corporate memory, incentive structures, and the skills required at Board level. This has been a particular focus during 2025, following a number of Board-level changes, and the Board continues to work towards strengthening the balance of independence.

Principle 9: Establish a remuneration policy which is supportive of long-term value creation and the company’s purpose, strategy and culture.

The Board has established a remuneration structure designed to support the long‑term success of the Company while aligning the interests of directors with those of shareholders. Director remuneration currently comprises modest salaries or fees, together with participation in share option arrangements, reflecting both the growth stage of the Company and the need to incentivise and retain Directors while preserving cash resources. The use of equity‑based incentives is a key element of the remuneration framework and is intended to align directors’ interests with the creation of sustainable shareholder value over the long term. While director remuneration is not subject to formal financial or operational performance targets, the Board considers that share options provide an effective mechanism for encouraging a long‑term ownership mindset.

The Board recognises that, as the Company continues to develop and mature, it will be necessary to introduce more structured and robust remuneration arrangements. Any future changes will be designed to remain proportionate, reflect prevailing market practice, and continue to promote alignment between director remuneration and shareholder interests.

Shareholder views on remuneration are taken into account through dialogue and voting at general meetings. At the Company’s most recent general meeting in 2025, the resolution to approve the Directors’ Remuneration Report was passed with strong shareholder support, with 99.9471% of votes cast in favour, 0.0253% against and 0.0276% withheld. Further details of the Company’s approach to directors’ remuneration are set out in the Statement of Policy on Directors’ Remuneration on page 35.

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Principle 10: Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other key stakeholders

The Company communicates with shareholders through the Annual Report and Accounts, full-year, and half-year results announcements, the AGM and one-to-one meetings with large existing or potential new shareholders. The Company regularly posts LSE and VFEX announcements covering operational and corporate matters, such as drilling results and significant changes in ownership positions across projects that it acquires or divests. A range of corporate information (including all Company announcements and a corporate presentation) is also available to shareholders, investors and the public on the Company’s corporate website, https://www.kavangoresources.com/ . Further information on the Company’s engagement with its shareholders and stakeholders can be found as part of the disclosures under Principles 3 and 4.

The Board maintains that, if there is a resolution passed at a general meeting with 20% votes cast against, the Company will seek to understand the reason for the result and, where appropriate, take suitable action. Notices of general meetings can be found here: https://www.kavangoresources.com/investors/corporate-information

All 2025 AGM resolutions were passed comfortably. The votes on all resolutions were taken on a show of hands and the proxy votes announced, to ensure that full shareholder representation was reflected.

The Board receives regular updates on the views of shareholders through briefings and reports from investor relations advisors, the CEO, Directors, and the Company’s brokers. The Company communicates with institutional investors frequently through briefings with management. In addition, analysts’ notes and brokers’ briefings are reviewed to achieve a wide understanding of investors’ views. In formally adopting the QCA Code as its governance framework, the Board has reviewed all aspects of its compliance and has set out in these disclosures where the Board has taken the decision not to implement specific provisions of the QCA Code.

KAVANGO RESOURCES PLC DIRECTORS’ REMUNERATION REPORT 35

The items included in this report are unaudited unless otherwise stated.

Statement of policy on Directors’ Remuneration

At the AGM in 2021 the shareholders of the Company adopted a formal remuneration policy as laid out in the 2020 Annual Report and summarised below. The Company’s policy is to maintain levels of remuneration so as to attract, motivate, and retain Directors and Senior Executives of the highest calibre who can contribute their experience to deliver industry-leading performance with the Company’s operations. The Company is nonetheless mindful of the need to balance this objective with the fact that it is in the pre-development/development stage. The Board and senior members of staff continue largely to be remunerated through a combination of modest salaries or fees, and the grant of share options, and as a result the total salaries and fees payable to directors have been unusually modest.As the Company continues to grow it has developed a more long-term and sustainable policy, which continues to align the interests of directors and senior staff with those of shareholders while recognising that new hires will not initially have a significant equity position. Accordingly, it is likely that compensation packages for executive directors in particular will need to move over time to a level more consistent with the market. As the scale of the Company’s operations grow it is also likely that executive remuneration will need to rise to a level comparable with that of other international companies in our industry, and to reflect requirements to relocate to local jurisdictions from time to time.

Currently Directors’ remuneration is not subject to specific performance targets. The Company is sufficiently small that the Remuneration Committee does not consider it is necessary to impose such targets as a matter of principle but believes that exceptional performance can be rewarded on an ad hoc basis. The Board has not adopted a specific policy with regard to share option grants; nonetheless the use of share options will continue to be an important part of the compensation packages both for executive and non-executive directors, particularly until such time as the Company is generating cash from operations.

During the reporting period the Board considered the remuneration of directors and senior staff and their employment terms and made recommendations on the overall remuneration packages. The Remuneration Committee considers the remuneration of directors and senior staff, in alignment with the Company’s policy and makes recommendations to the Board. No Director takes part in any decision directly affecting their own remuneration. The directors acknowledge and are mindful of their responsibilities regarding the remuneration of directors. The directors are committed to ensuring that remuneration practices align with the interests of shareholders, suppliers and others, and reflect the performance and contributions of the directors. The Board regularly reviews the remuneration framework to ensure it remains competitive and fair.

Directors’ remuneration

The Directors who held office during the year and their appointment dates are listed in the Directors’ Report on page 14.

Directors’ service contracts

All Directors have rolling service contracts with the Company which have notice periods of no more than 12 months on either side. Contracts are available for inspection at the Company’s Registered offices.

Remuneration components

The fees offered to Directors for the year ended 31 December 2025 consisted of a mix of:
* Salaries and fees;
* Ad hoc bonus payments; and
* Share incentive arrangements.

KAVANGO RESOURCES PLC DIRECTORS’ REMUNERATION REPORT 36

Directors’ emoluments and compensation (audited)

Set out below are the emoluments of the Directors for the year ended 31 December 2025:

Year to 31 December 2025	Salary/fees $	Taxable benefits $	Other items in nature of remuneration (incl. annual bonus) $	Long-term incentive awards) $	Pension related benefits $	Total $	Total Fixed Remuneration $	Total Variable Remuneration $
Ben Turney	269,330	-	-	-	-	269,330	269,330	-
David Smith	31,761	-	-	-	-	31,761	31,761	-
Hillary Gumbo	16,159	-	-	-	-	16,159	16,159	-
Peter Wynter Bee	49,071	-	-	-	-	49,071	49,071	-
Donald McAlister	45,681	-	-	-	-	45,681	45,681	-
Alex Gorman	107,298	-	-	-	-	107,298	107,298	-
Gautam Dalal	17,308	-	-	-	-	17,308	17,308	-

For comparison the emoluments of the Directors who served during the year ended 31 December 2024 are set out below:

Year to 31 December 2024	Salary/fees $	Taxable benefits $	Other items in nature of remuneration (incl. annual bonus) $	Long-term incentive awards) $	Pension related benefits $	Total $	Total Fixed Remuneration $	Total Variable Remuneration $
Ben Turney	192,271	-	64,090	-	-	256,361	192,271	64,090
David Smith	59,103	-	-	-	-	59,103	59,103	-
Hillary Gumbo	63,381	-	-	-	-	63,381	63,381	-
Peter Wynter Bee	32,209	-	-	-	-	32,209	32,209	-
Donald McAlister	18,210	-	-	-	-	18,210	18,210	-
Alex Gorman	18,210	-	-	-	-	18,210	18,210	-
Jeremy Brett	18,210	-	-	-	-	18,210	18,210	-
Brett Grist	6,258	-	-	-	-	6,258	6,258	-

Other items (audited)

None.

Total pension entitlements (audited)

The Company did not make pension contributions for any of the Directors and did not pay pension amounts in relation to their remuneration. The Company has not paid out any excess retirement benefits to any Directors or past Directors.

Payments to past directors and for loss of office (audited)

The Company has not paid any compensation to past Directors for loss of office during the year.

KAVANGO RESOURCES PLC DIRECTORS’ REMUNERATION REPORT 37

Directors’ interests in share options as at 1 January 2025 (audited)

The Directors’ interests in share options at the beginning of the financial year or, if later, on the date of the appointment of the person as a director of the company, are presented in the table below.

Director	Interest type	Date of Grant	Exercise price	Number	Subject to performance measures?	Vesting date	Expiry date
Hillary Gumbo	Option	06/11/2018	£0.025	2,400,000	No	06/11/2018	04/11/2028
Hillary Gumbo	Option	01/05/2019	£0.025	280,000	No	01/05/2019	01/05/2029
Hillary Gumbo	Option	01/05/2019	£0.028	500,000	No	01/05/2019	01/05/2029
Hillary Gumbo	Option	05/05/2020	£0.008	500,000	No	05/05/2020	05/05/2030
Hillary Gumbo	Option	10/08/2021	£0.075	1,000,000	Exercisable only once the Company’s share price has closed at not less than 15 pence on five trading days	50% vest no earlier than 12 months from grant and 50% vest no earlier than 24 months from grant	10/08/2028
Hillary Gumbo	Option	15/3/2023	£0.03	2,820,000	Exercisable only once the Company’s share price has closed at not less than 6 pence on five trading days	31/10/2023	20/01/2030
Hillary Gumbo	Option	17/11/2023	£0.011	1,500,000	No	17/11/2023	17/11/2030
Ben Turney	Option	09/02/2021	£0.033	2,000,000	No	50% vest no earlier than 12 months from grant and 50% vest no earlier than 24 months from grant	09/02/2031
Ben Turney	Option	10/08/2021	£0.075	4,500,000	Exercisable only once the Company’s share price has closed at not less than 15 pence on five trading days	50% vest no earlier than 12 months from grant and 50% vest no earlier than 24 months from grant	10/08/2028
Ben Turney	Option	15/03/2023	£0.03	5,000,000	Exercisable only once the Company’s share price has closed at not less than 6 pence on five trading days	15/03/2023	20/01/2030
Ben Turney	Option	15/03/2023	£0.03	5,000,000	Exercisable only once the Company’s share price has closed at not less than 6 pence on five trading days	31/10/2023	20/01/2030
Ben Turney	Option	17/11/2023	£0.011	40,000,000	No	17/11/2023	17/11/2030
David Smith	Option	09/02/2021	£0.033	1,500,000	No	50% vest no earlier than 12 months from grant and 50% vest no earlier than 24 months from grant	09/02/2031
David Smith	Option	15/03/2023	£0.03	2,000,000	Exercisable only once the Company’s share price has closed at not less than 6 pence on five trading days	31/10/2023	20/01/2030
David Smith	Option	17/11/2023	£0.011	1,500,000	No	17/11/2023	17/11/2030
Peter Wynter Bee	Option	15/03/2023	£0.03	2,000,000	Exercisable only once the Company’s share price has closed at not less than 6 pence on five trading days	31/10/2023	20/01/2030

KAVANGO RESOURCES PLC DIRECTORS’ REMUNERATION REPORT 38

Share scheme interests awarded during the year (audited)

No new share options were awarded to Directors during the year ended 31 December 2025. No share options were exercised by Directors during the year.

Directors’ interests in the share capital of the Company:

The table below shows the Directors interests in shares and warrants, including those held by connected persons, as at year end. Although there are no shareholding guidelines for Non-Executive Directors, they are encouraged to hold shares in the Company. The Company believes this provides alignment with the interests of other shareholders and that it does not affect their independence.

Name of Director	Number of ordinary shares held 31 December 2025	Number of ordinary shares held 1 January 2025	Number of warrants held 31 December 2025	Number of warrants held 1 January 2025
Hillary Gumbo	16,520,137	16,520,137	-	-
Peter Wynter Bee 1	278,850,000	88,218,182	-	5,000,000
Alex Gorman	-	-	-	-
Donald McAlister	725,664	325,664	-	-
Gautam Dalal	41,142,857	-	-	-

1 Including holdings by Wynter Bee Resources Limited

Consideration of employment conditions elsewhere in the Group

The Directors have not consulted with employees about executive pay but consider that the current remuneration of Executive Directors is consistent with pay and employment benefits across the wider Group.

UK 10-year performance graph

The Directors have considered the requirement for a UK 10-year performance graph comparing the Group’s Total Shareholder Return with that of a comparable indicator. The Directors do not currently consider that including the graph will be meaningful because the Company is not paying dividends and is currently incurring losses. In addition, and as mentioned above, the remuneration of Directors is not currently directly linked to share price performance, and therefore the inclusion of this graph is not considered to be useful to shareholders at the current time. The Directors will review the inclusion of this table for future reports.

UK 10-year CEO table and UK percentage change table

The Directors have considered the requirement for a UK 10-year CEO table and UK percentage change table. The Directors do not currently consider that including these tables would be meaningful as remuneration is not currently linked to share price performance, therefore any comparison across years or with the employee group would be significantly skewed and would not add any information of value to shareholders. The Directors will review the inclusion of this table for future reports.

Relative importance of spend on pay

The Directors have considered the requirement to present information on the relative importance of spend on pay compared to shareholder dividends paid.Given that the Company does not currently pay dividends the Directors have not considered it necessary to include such information.

Board diversity

Two individuals (40%) on the board (2/5) of Kavango are from a minority ethnic background. The board of Kavango does not meet the target on female board members – 20% of the board (1/5) is female – and none of the prescribed senior positions on its board of directors is held by a woman. The Company is mindful that it does not meet the target on female board members and Board diversity will be further addressed as the Company develops.

KAVANGO RESOURCES PLC DIRECTORS’ REMUNERATION REPORT 39

Other matters

The Company does not currently have any annual or long-term incentive schemes in place for any of the Directors, other than the share options disclosed above and as such there are no additional disclosures in this respect.

Approved by the Board on 28 April 2026.

Peter F Wynter Bee
Chairman & Interim CEO

KAVANGO RESOURCES PLC STATEMENT OF DIRECTORS’ RESPONSIBILITIES 40

The Directors are responsible for preparing the Annual Report, Strategic Report, Directors’ Report, Governance Report and Directors’ Remuneration Report along with the financial statements in accordance with applicable law and regulations. Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with UK-adopted International Accounting Standards and in conformity with the Companies Act 2006.

Under Company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that year. As a company with securities admitted to trading on the Main Market of the London Stock Exchange, the FCA Listing Rules and Disclosure Guidance and Transparency Rules also apply.

In preparing these financial statements, the Directors are required to:
* select suitable accounting policies and then apply them consistently;
* make judgements and accounting estimates that are reasonable and prudent;
* state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
* prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s website. Legislation in the United Kingdom governing the preparation and dissemination of the accounts and the other information included in annual reports may differ from legislation in other jurisdictions.

Directors’ responsibility statement pursuant to Disclosure and Transparency Rules

Each of the Directors, whose names and functions are listed on page 14, confirm that to the best of their knowledge and belief:
* the financial statements prepared in accordance with UK-adopted International Accounting Standards and in conformity with the Companies Act 2006, give a true and fair view of the assets, liabilities, financial position and loss of the Company and Group; and
* the Annual Report and financial statements, including the Strategic Report, include a fair review of the development and performance of the business and the position of the Company and Group, together with a description of the principal risks and uncertainties that they face.

This responsibility statement was approved by the Board of Directors on 28 April 2026 and is signed on its behalf by;

Peter F Wynter Bee
Chairman & Interim CEO

KAVANGO RESOURCES PLC INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF KAVANGO RESOURCES PLC 41

Opinion

We have audited the financial statements of Kavango Resources Plc (the ‘parent company’) and its subsidiaries (the ‘group’) for the year ended 31 December 2025 which comprise the Consolidated Statement of Comprehensive Income, the Consolidated and Parent Company Statements of Financial Position, the Consolidated and Parent Company Statements of Changes in Equity, the Consolidated and Parent Company Statements of Cash Flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and UK-adopted international accounting standards and as regards the parent company financial statements, as applied in accordance with the provisions of the Companies Act 2006.

In our opinion:
* the financial statements give a true and fair view of the state of the group’s and of the parent company’s affairs as at 31 December 2025 and of the group’s loss for the year then ended;
* the group financial statements have been properly prepared in accordance with UK-adopted international accounting standards;
* the parent company financial statements have been properly prepared in accordance with UK-adopted international accounting standards and as applied in accordance with the provisions of the Companies Act 2006; and
* the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors’ assessment of the group’s and parent company’s ability to continue to adopt the going concern basis of accounting included:
* Challenging the director’s forecasts prepared to assess the group’s and parent company’s ability to meet its financial obligations as they fall due for a period of at least 12 months from the date of approval of the financial statements. We have assessed the reasonableness of the forecasts based on comparing them to previous years, current year management accounts and supporting evidence;
* Performing a look back analysis to evaluate historical accuracy of previous budgets;
* Vouching available funds at the year end, reviewing the post year end fund raise and checking the Company’s cash position at 31 March 2026;
* Performing a sensitivity analysis for factors which may eliminate the headroom on available funds; and
* Critically assessing the disclosure made within the financial statements for consistency with management’s assessment of going concern.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group’s or parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

KAVANGO RESOURCES PLC INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF KAVANGO RESOURCES PLC 42

Our application of materiality

	Overall group materiality 2025	Overall group materiality 2024	Basis for overall group materiality
	US$463,000	US$380,000	2% of gross assets (2024: 2% of gross assets)

We applied the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements. At the planning stage, materiality is used to determine the financial statement areas that are included within the scope of our audit and the extent of sample sizes during the audit. Our calculated level of overall materiality has increased from the previous year. This is predominantly due to the increase in exploration assets in the year. We do not consider the inherent risks to have increased and therefore consider materiality based on 2% of gross assets remains appropriate. We consider gross assets to be the most significant determinant of the group’s financial position and performance used by shareholders, with the key financial statement balances being intangible exploration and evaluation assets and cash and cash equivalents. The going concern of the group is dependent on its ability to fund operations going forward, as well as on the valuation of its assets, which represent the underlying value of the group.The group was audited to a level of overall materiality of US$463,000 (2024: US$380,000), the parent company overall materiality was set at US$415,000 (2024: US$379,000) with performance materiality set at US$277,000 (2024: US$228,000) for the group and US$249,000 (2024: US$220,000) for the parent company, being 60% (2024: 60%) of materiality of the group and parent company financial statements as a whole. The performance materiality is based on our assessment of the relevant risk factors, including previous experience of misstatements, management’s attitude towards proposed adjustments, and the level of estimation inherent within the group and parent company.

We agreed with the Audit Committee that we would report to the committee all audit differences identified during the course of our audit in excess of our triviality level of US$23,100 (2024: US$19,000) for the group and US$22,000 (2024: US$19,000) for the parent company as well as differences below that threshold that we believe warranted reporting on qualitative grounds.

Our approach to the audit

In designing our audit, we determined materiality and assessed the risk of material misstatement in the financial statements. In particular, we considered the areas involving significant accounting estimates and judgements by the directors, and including future events that are inherently uncertain, in particular the carrying value of intangible assets and the carrying value of investments in subsidiaries and recoverability of intercompany receivables (parent company only). We also addressed the risk of management override of internal controls, including among other matters, consideration of whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.

Procedures were then performed to address the risks identified and for the most significant assessed risks of material misstatement, the procedures performed are outlined below in the Key audit matters section of this report.

An audit was performed on the financial information of the group’s material operating components which, for the year ended 31 December 2025, were located in the United Kingdom, Botswana and Zimbabwe, with the group’s accounting functions being based in the UK, Botswana and Zimbabwe. The Botswanan and Zimbabwean components were audited by component auditors operating under our instruction. The audits were performed both for consolidation purposes as well as local statutory purposes. There was regular interaction with the component auditors during all stages of the audit, and we were responsible for the scope and direction of the audit process.

Component performance materiality applied ranged between US$180,000 and US$80,000 (2024: US$170,000 and US$70,000) with component misstatement reporting threshold between US$18,000 and US$8,000 respectively (2024: US$17,000 and US$7,000). We obtained and reviewed remotely the key audit working papers prepared by the auditors of the Botswanan and Zimbabwean components, which related to the work performed on the significant risks identified at group level. The component auditors provided their findings to us which were reviewed and challenged accordingly.

KAVANGO RESOURCES PLC INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF KAVANGO RESOURCES PLC 43

The approach detailed above gave us sufficient appropriate evidence for our opinion on the group financial statements.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key Audit Matter	How our scope addressed this matter
Classification and carrying value of Intangible Assets - Note 13
The Group has material intangible assets in relation to capitalised exploration and evaluation costs in respect of its Botswanan & Zimbabwean assets totalling $15.8m as at 31 December 2025 (2024: $14.1m). The exploration projects are at an early stage of development and value in use cannot be reliably estimated given the stage of exploration the Group is currently at. There is a risk that the carrying value of these assets have not been correctly recognised / measured in accordance with IFRS 6 Exploration and Evaluation of Mineral Resources if impairment indicators are not appropriately identified and an impairment recorded. There is also the risk that additions to intangible assets during the year have been inappropriately capitalised and not in accordance with the Group’s accounting policy or IFRS 6. This risk is considered a key audit matter given the material balance at year end and high level of judgement and estimation required to assess the valuation of these assets each year.	Our work in this area included: • Confirmation that the Group has good title to the applicable exploration licences; • A critical review of management’s impairment indicator assessment paper and challenging key assumptions therein, as well as undertaking our own assessment on a project- by- project basis using the impairment indicators within IFRS 6; • For legal rights that are due to expire within the going concern period, challenging management on whether there are any events and circumstances that would cause the renewal of such legal rights to be denied and ensure that these legal rights are considered when assessing indicators of impairment. • A review of component auditor’s work in respect of costs capitalised during the year under review, including the considerations made in respect of their appropriateness for capitalisation in accordance with the Group’s accounting policy and IFRS 6 recognition criteria; and • Ensuring disclosures made in the financial statements in relation to critical accounting judgements are adequate and in line with our understanding of the group and its activities.

Key Audit Matter

How our scope addressed this matter

Classification and carrying value of Intangible Assets - Note 13

The Group has material intangible assets in relation to capitalised exploration and evaluation costs in respect of its Botswanan & Zimbabwean assets totalling $15.8m as at 31 December 2025 (2024: $14.1m). The exploration projects are at an early stage of development and value in use cannot be reliably estimated given the stage of exploration the Group is currently at. There is a risk that the carrying value of these assets have not been correctly recognised / measured in accordance with IFRS 6 Exploration and Evaluation of Mineral Resources if impairment indicators are not appropriately identified and an impairment recorded. There is also the risk that additions to intangible assets during the year have been inappropriately capitalised and not in accordance with the Group’s accounting policy or IFRS 6. This risk is considered a key audit matter given the material balance at year end and high level of judgement and estimation required to assess the valuation of these assets each year.

Our work in this area included:
• Confirmation that the Group has good title to the applicable exploration licences;
• A critical review of management’s impairment indicator assessment paper and challenging key assumptions therein, as well as undertaking our own assessment on a project- by- project basis using the impairment indicators within IFRS 6;
• For legal rights that are due to expire within the going concern period, challenging management on whether there are any events and circumstances that would cause the renewal of such legal rights to be denied and ensure that these legal rights are considered when assessing indicators of impairment.
• A review of component auditor’s work in respect of costs capitalised during the year under review, including the considerations made in respect of their appropriateness for capitalisation in accordance with the Group’s accounting policy and IFRS 6 recognition criteria; and
• Ensuring disclosures made in the financial statements in relation to critical accounting judgements are adequate and in line with our understanding of the group and its activities.

Following a post year‑end strategic review, the Directors decided to relinquish the three Botswana licences that were no longer aligned with the Group’s revised exploration priorities. Consequently, the accumulated exploration expenditure associated with the three licences that have been assessed as no longer holding prospects for further exploration has been fully impaired. As a result, an impairment charge amounting to US$ 1,371,633 has been recognised in the Statement of Comprehensive Income. Six licenses are also due to expire in 2026, Management have advised us that they will be included in renewal applications. Management consider this to be an administrative process and the Group has met the minimum spend requirements and have had a history or

KAVANGO RESOURCES PLC INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF KAVANGO RESOURCES PLC 44

renewing licences satisfactorily. Accordingly, Management are confident that the renewal applications will be successful. We consider the judgements and estimates applied to be reasonable and management’s assessment of the classification and carrying value of intangible assets to be appropriate.

Key Audit Matter	How our scope addressed this matter
Carrying value of the investments in subsidiaries and recoverability of intercompany receivables (Company only) – Note 16
Investments in subsidiaries and intercompany loans are significant assets in the Company’s accounts, totalling $40.7m as at 31 December 2025 (2024: $24.1m). Given the continuing losses there is a risk that the investments in subsidiaries and intercompany loans may not be fully recoverable. This risk is considered a key audit matter given that management judgement is required in determining the recoverable value of these investments and intercompany receivables which is linked to the future success of exploration activities and profitability of the subsidiaries.	Our work in this area included: • Obtaining confirmation of ownership of the investments in subsidiaries and the existence of intercompany receivable balances; • Considering the recoverability of investments and intercompany receivables by reference to the underlying subsidiaries’ exploration projects, in conjunction with our review of indicators of impairment under IAS 36, including consistency with the impairment assessment of exploration and evaluation assets referred to above; • Reviewing management’s assessment of impairment indicators for investments and intercompany receivables including an assessment of expected credit losses under IFRS 9; and • Ensuring disclosures made in the financial statements in relation to critical accounting judgements and estimation uncertainty are adequate.

Key Audit Matter

How our scope addressed this matter

Carrying value of the investments in subsidiaries and recoverability of intercompany receivables (Company only) – Note 16

Investments in subsidiaries and intercompany loans are significant assets in the Company’s accounts, totalling $40.7m as at 31 December 2025 (2024: $24.1m). Given the continuing losses there is a risk that the investments in subsidiaries and intercompany loans may not be fully recoverable. This risk is considered a key audit matter given that management judgement is required in determining the recoverable value of these investments and intercompany receivables which is linked to the future success of exploration activities and profitability of the subsidiaries.

Our work in this area included:
• Obtaining confirmation of ownership of the investments in subsidiaries and the existence of intercompany receivable balances;
• Considering the recoverability of investments and intercompany receivables by reference to the underlying subsidiaries’ exploration projects, in conjunction with our review of indicators of impairment under IAS 36, including consistency with the impairment assessment of exploration and evaluation assets referred to above;
• Reviewing management’s assessment of impairment indicators for investments and intercompany receivables including an assessment of expected credit losses under IFRS 9; and
• Ensuring disclosures made in the financial statements in relation to critical accounting judgements and estimation uncertainty are adequate.

Based on the procedures performed, we consider management’s assessment of the carrying value of investments in subsidiaries and recoverability of intercompany receivables to be reasonable.

Other information

The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the group and parent company financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated.If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion the part of the directors’ remuneration report to be audited has been properly prepared in accordance with the Companies Act 2006.

KAVANGO RESOURCES PLC INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF KAVANGO RESOURCES PLC 45

In our opinion, based on the work undertaken in the course of the audit:
* the information given in the strategic report and the directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
* the strategic report and the directors’ report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors’ report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
* adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
* the parent company financial statements and the part of the directors’ remuneration report to be audited are not in agreement with the accounting records and returns; or
* certain disclosures of directors’ remuneration specified by law are not made; or
* we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the statement of directors’ responsibilities, the directors are responsible for the preparation of the group and parent company financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the group and parent company financial statements, the directors are responsible for assessing the group’s and the parent company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We obtained an understanding of the group and parent company and the sector in which they operate to identify laws and regulations that could reasonably be expected to have a direct effect on the financial statements. We obtained our understanding in this regard through discussions with management, industry research, application of cumulative audit knowledge and experience of the sector.
We determined the principal laws and regulations relevant to the group and parent company in this regard to be those arising from:
- Listing Rules
- Companies Act 2006
- The Bribery Act 2010
- Anti-Money Laundering Legislation
- Disclosure rules and Transparency rules for listed entities
- Local industry regulations in Botswana and Zimbabwe where exploration activity took place
- UK, Botswana and Zimbabwe tax and employment laws

KAVANGO RESOURCES PLC INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF KAVANGO RESOURCES PLC 46

Financial Services and Markets Act 2000
Botswana Companies Act 2003
Botswana Mines & Minerals Act 1999
Zimbabwe Companies and Other Business Entities Act 2019
Zimbabwe Mines and Minerals Act
We designed our audit procedures to ensure the audit team considered whether there were any indications of non-compliance by the group and parent company with those laws and regulations. These procedures included, but were not limited to:
- Making enquiries of management;
- Reviewing board minutes;
- Reviewing legal and professional fees ledger accounts for evidence of any litigation or claims against the group;
- Reviewing Regulatory News Service (RNS) announcements; and
- Reviewing the group’s related party transactions and disclosures.
We also identified the risks of material misstatement of the financial statements due to fraud. We considered, in addition to the non-rebuttable presumption of a risk of fraud arising from management override of controls, that the potential for management bias was identified in relation to the classification and carrying value of intangible assets and the carrying value of investments in subsidiary and recoverability of intercompany receivables (parent company only) as described in the Key audit matters section of this report above. We also considered the risk of fraud in revenue recognition, including the timing and completeness of revenue recorded.
As in all of our audits, we addressed the risk of fraud arising from management override of controls by performing audit procedures which included, but were not limited to: the testing of journals; reviewing accounting estimates for evidence of bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business. Aside from the non-rebuttable presumption of a risk of fraud arising from management override of controls, we did not identify any significant fraud risks.
We communicated with component auditors throughout the audit process and performed the following in respect of matters of non-compliance with laws and regulations including fraud at the group and component levels:
- Making enquiries of component auditors;
- Reviewing correspondences with authorities;
- Reviewing general ledger account details of legal expenses; and
- Reviewing component auditors’ work in these areas and obtaining their confirmations with respect to any noted instances of non-compliance with laws and regulations, including fraud.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Other matters which we are required to address

We were appointed by the Board of Directors on 20 March 2018 to audit the financial statements for the period ending 31 December 2017 and subsequent financial periods. Our total uninterrupted period of engagement is 9 years, covering the periods ending 31 December 2017 to 31 December 2025.

The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the group or the parent company and we remain independent of the group and the parent company in conducting our audit.

KAVANGO RESOURCES PLC INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF KAVANGO RESOURCES PLC 47

Our audit opinion is consistent with the additional report to the audit committee.

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone, other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.Daniel Hutson (Senior Statutory Auditor) 30 Churchill Place For and on behalf of PKF Littlejohn LLP Canary Wharf Statutory Auditor London E14 5RE 28 April 2026

KAVANGO RESOURCES PLC

48 CONSOLIDATED STATEMENT OF TOTAL COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2025

	Notes	31 Dec 2025 US$’000	31 Dec 2024 US$’000
Continuing operations
Revenue	4	1,716	445
Cost of sales		(4,101)	(484)
Gross loss		(2,385)	(39)
Administrative expenses		(2,875)	(1,863)
Pre - licence exploration costs	7	(7,678)	(3,977)
Impairment of exploration assets	13	(1,372)	(2,737)
Loss on disposal of property, plant and equipment	12	(256)	-
Other (loss) /gains on fair value of financial assets	15	(345)	42
Loss from operating activities		(14,911)	(8,574)
Finance income	5	20	31
Finance expense	6	(42)	(119)
Loss before taxation	8	(14,933)	(8,662)
Taxation	10	-	-
Loss for the year		(14,933)	(8,662)
Other comprehensive income
Items that may be subsequently reclassified to profit or loss:
Currency translation differences		1,319	(219)
Other comprehensive income/(loss), net of tax		1,319	(219)
Total comprehensive loss for the year		(13,614)	(8,881)

Loss for the year attributable to:
Owners of the parent		(14,933)	(8,662)
Non - controlling interest		-	-
		(14,933)	(8,662)
Total comprehensive loss attributable to:
Owners of the parent		(13,614)	(8,881)
Non - controlling interest		-	-
		(13,614)	(8,881)
Earnings per share from continuing operations attributable to owners of the parent:
Basic and diluted loss per share (cents)	11	(0.48)	(0.59)

The notes of page 57 to 87 form part of these financial statements.

49 CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2025

	Notes	31 Dec 2025 US$’000	31 Dec 2024 US$’000
Assets
Non-current assets
Property, plant, and equipment	12	1,445	940
Intangible assets	13	15,751	14,071
Total non-current assets		17,196	15,011
Current assets
Inventories		-	103
Trade and other receivables	17	1,262	1,801
Loan receivables	14	-	571
Financial assets at fair value through profit or loss	15	102	418
Cash and cash equivalents	18	4,599	1,105
Total current assets		5,963	3,998
Total assets		23,159	19,009
Liabilities
Current liabilities
Trade and other payables	19	1,282	712
Other borrowings	21	120	-
Convertible loan notes	20	-	4,763
Total current liabilities		1,402	5,475
Non-current liabilities
Other borrowings	21	145	-
Provision	22	78	-
Total non-current liabilities		223	-
Total liabilities		1,625	5,475
Net assets		21,534	13,534
Equity
Share capital	23	4,668	1,989
Share premium	23	47,488	29,338
Shares to be issued	23	749	-
Share option reserve	24	1,899	1,860
Warrant reserve	25	-	465
Foreign exchange reserve		750	(569)
Reorganisation reserve		(1,591)	(1,591)
Accumulated losses		(32,612)	(18,144)
Equity attributable to owners of the company		21,351	13,348
Non - controlling interests	26	183	186
Total equity		21,534	13,534

The notes of page 57 to 87 form part of these financial statements. The consolidated financial statements of Kavango Resources Plc, company registered number 10796849, were approved by the board, and authorised for issue on 28 April 2026 and signed on its behalf by:
……………………
Donald McAlister
Executive Interim Finance Director

50 COMPANY STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2025

	Notes	31 Dec 2025 US$’000	31 Dec 2024 US$’000
Assets
Non-current assets
Property, plant, and equipment	12	4	2
Investment in subsidiaries	16	40,701	24,108
Total non-current assets		40,705	24,110
Current assets
Trade and other receivables	17	463	1,152
Loan receivables	14	-	571
Financial assets at fair value through profit or loss	15	102	418
Cash and cash equivalents	18	980	580
Total current assets		1,545	2,721
Total assets		42,250	26,831
Liabilities
Current liabilities
Trade and other payables	19	215	354
Convertible loan notes	20	-	4,763
Total liabilities		215	5,117
Net assets		42,035	21,714
Equity
Share capital	23	4,668	1,989
Share premium	23	47,488	29,338
Shares to be issued	23	749	-
Share option reserve	24	1,899	1,860
Warrant reserve	25	-	465
Foreign exchange reserve		1,943	(474)
Accumulated losses		(14,712)	(11,464)
Total equity		42,035	21,714

The notes of page 57 to 87 form part of these financial statements. Under s408 of the Companies Act 2006 the Company is exempt from the requirement to present its own statement of comprehensive income. The loss after tax for the year ended 31 December 2025 was US$ 3,713,000 (2024: US$ 2,147,000). The financial statements of Kavango Resources Plc, company registered number 10796849, were approved by the board, and authorised for issue on 28 April 2026 and signed on its behalf by:
……………………
Donald McAlister
Executive Interim Finance Director

51 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2025

	Share capital	Share premium	Reorganisation reserve	Share option reserve	Warrant reserve	Foreign exchange reserve	Accumulated losses	Shares to be issued	Total	Non- controlling interests	Total equity
	US$’000	US$’000	US$’000	US$’000	US$’000	US$’000	US$’000	US$’000	US$’000	US$’000	US$’000
As at 31 December 2023	1,663	25,789	(1,591)	1,673	609	(350)	(9,626)	-	18,167	186	18,353
Loss for the year	-	-	-	-	-	-	(8,662)	-	(8,662)	-	(8,662)
Other comprehensive loss for the year:
Foreign currency exchange difference	-	-	-	-	-	(219)	-	-	(219)	-	(219)
Total comprehensive loss for the year	-	-	-	-	-	(219)	(8,662)	-	(8,881)	-	(8,881)
Warrants lapsed	-	-	-	-	(144)	-	144	-	-	-	-
Issue of ordinary shares	326	3,584	-	-	-	-	-	-	3,910	-	3,910
Costs of share issues	-	(35)	-	-	-	-	-	-	(35)	-	(35)
Share - based payments	-	-	-	187	-	-	-	-	187	-	187
Total transactions with owners	326	3,549	-	187	(144)	-	144	-	4,062	-	4,062
As at 31 December 2024	1,989	29,338	(1,591)	1,860	465	(569)	(18,144)	-	13,348	186	13,534
Loss for the year	-	-	-	-	-	-	(14,933)	-	(14,933)	-	(14,933)
Other comprehensive loss for the year:
Foreign currency exchange difference	-	-	-	-	-	1,319	-	-	1,319	(3)	1,316
Total comprehensive loss for the year	-	-	-	-	-	1,319	(14,933)	-	(13,614)	(3)	(13,617)
Warrants lapsed	-	-	-	-	(465)	-	465	-	-	-	-
Issue of ordinary shares	1,999	14,492	-	-	-	-	-	-	16,491	-	16,491
Issue of ordinary shares on CLN conversion	680	4,082	-	-	-	-	-	-	4,762	-	4,762
Costs of share issues	-	(424)	-	-	-	-	-	-	(424)	-	(424)
Shares to be issued	-	-	-	-	-	-	-	749	749	-	749
Share - based payments	-	-	-	39	-	-	-	-	39	-	39
Total transactions with owners	2,679	18,150	-	39	(465)	-	465	749	21,617	-	21,617
As at 31 December 2025	4,668	47,488	(1,591)	1,899	-	750	(32,612)	749	21,351	183	21,534

52 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2025 (continued)

Share Capital: Amount subscribed for share capital at nominal value
Share Premium: Amount subscribed for share capital in excess of nominal value
Reorganisation Reserve: Reserve created on issue of shares on acquisition of subsidiaries
Foreign Exchange Reserve: Cumulative translation differences
Accumulated Losses: Cumulative net gains and losses recognised in the consolidated statement of comprehensive income
Share Option Reserve: Cumulative fair value of the charge for share options outstanding
Shares to be issued: Share subscriptions received prior to shares being issued
Warrant Reserve: Cumulative fair value charge over the vesting period of warrants outstanding

The notes of page 57 to 87 form part of these financial statements.

53 COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2025

	Share Capital	Share Premium	Share Option Reserve	Warrant Reserve	Foreign Exchange Reserve	Accumulated losses	Shares to be issued	Total
	US$’000	US$’000	US$’000	US$’000	US$’000	US$’000	US$’000	US$’000
As at 31 December 2023	1,663	25,789	1,673	609	(140)	(9,461)	-	20,133
Loss for the year	-	-	-	-	-	(2,147)	-	(2,147)
Other comprehensive loss for the year:
Foreign currency exchange difference	-	-	-	-	(334)	-	-	(334)
Total comprehensive loss for the year	-	-	-	-	(334)	(2,147)	-	(2,481)
Warrant lapsed	-	-	-	(144)	-	144	-	-
Issue of ordinary shares	326	3,584	-	-	-	-	-	3,910
Costs of share issues	-	(35)	-	-	-	-	-	(35)
Share-based payments	-	-	187	-	-	-	-	187
Total transactions with owners	326	3,549	187	(144)	-	144	-	4,062
As at 31 December 2024	1,989	29,338	1,860	465	(474)	(11,464)	-	21,714
Loss for the year	-	-	-	-	-	(3,713)	-	(3,713)
Other comprehensive loss for the year:
Foreign currency exchange difference	-	-	-	-	2,417	-	-	2,417
Total comprehensive loss for the year	-	-	-	-	2,417	(3,713)	-	(1,296)
Warrant lapsed	-	-	-	(465)	-	465	-	-
Issue of ordinary shares	1,999	14,492	-	-	-	-	-	16,491
Issue of ordinary shares on CLN conversion	680	4,082	-	-	-	-	-	4,762
Costs of share issues	-	(424)	-	-	-	-	-	(424)
Shares to be issued	-	-	-	-	-	-	749	749
Share-based payments	-	-	39	-	-	-	-	39
Total transactions with owners	2,679	18,150	39	(465)	-	465	749	21,617
As at 31 December 2025	4,668	47,488	1,899	-	1,943	(14,712)	749	42,035

54 COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2025 (continued)

Share Capital: Amount subscribed for share capital at nominal value
Share Premium: Amount subscribed for share capital in excess of nominal value
Foreign Exchange Reserve: Cumulative translation differences
Accumulated Losses: Cumulative net gains and losses recognised in the company statement of comprehensive income
Share Option Reserve: Cumulative fair value of the charge for share options outstanding
Shares to be issued: Share subscriptions received prior to shares being issued
Warrant Reserve: Cumulative fair value charge over the vesting period of warrants outstanding

The notes of page 57 to 87 form part of these financial statements.# KAVANGO RESOURCES PLC

CONSOLIDATED STATEMENT OF CASH FLOW FOR THE YEAR ENDED 31 DECEMBER 2025

	31 Dec 2025	31 Dec 2024
	Notes	US$’000
Cash flows from operating activities
Loss before taxation		(14,933)
Adjustments for:
Impairment of exploration assets	13	1,372
Depreciation		244
Share option expense	23	39
Share issue to employees	23	39
Loss on disposal of property, plant and equipment		256
Expected credit loss allowance on amounts due from shareholder	21	42
Offset of loan advanced against pre-licence exploration costs	14	408
Fair value adjustments on listed securities	15	588
Finance income	5	(20)
Finance expense	6	42
Net cash used in operating activities before changes in working capital		(11,923)
Increase in trade and other receivables		(53)
Increase in trade and other payables		535
Increase in inventories		-
Net cash used in operating activities		(11,441)
Cash flows from investing activities
Payments for property, plant and equipment		(923)
Loans advanced to third parties	14	-
Loans repaid from third parties	14	-
Payments for intangible assets	13	(1,527)
Payments for intangible assets (deferred consideration)		-
Refund / (payment) for Hillside Project acquisition held in designated account	17	600
Bank interest received		15
Net cash used in investing activities		(1,835)
Cash flows from financing activities
Proceeds from issue of share capital	23	16,451
Proceeds received for shares to be issued	23	749
Share issue costs	23	(424)
Proceeds from issue of convertible loan notes	20	-
Net cash generated from financing activities		16,776
Net increase/(decrease) in cash and cash equivalents		3,500
Cash and cash equivalents at beginning of year		1,105
Effects of exchange rates on cash and cash equivalents		(6)
Cash and cash equivalents at end of year		4,599

Notes 13 and 20 disclose significant non-cash transactions in relation to the Group’s investing and financing transactions respectively. The notes of page 57 to 87 form part of these financial statements.

COMPANY STATEMENT OF CASH FLOW FOR THE YEAR ENDED 31 DECEMBER 2025

	31 Dec 2025	31 Dec 2024
	Notes	US$’000
Cash flows from operating activities
Loss before taxation		(3,713)
Adjustments for:
Share based payment expense	24	39
Impairment of subsidiaries		-
Foreign exchange intercompany loans		829
Offset of loan advanced against pre-licence exploration costs	14	408
Expected credit loss allowance on amounts due from shareholder	21	42
Fair value adjustments	15	588
Depreciation		1
Finance income	5	(20)
Finance expense	6	42
Net cash used in operating activities before changes in working capital		(1,784)
Decrease / (increase) in trade and other receivables		66
Decrease in trade and other payables		(167)
Net cash used in operating activities		(1,885)
Cash flows from investing activities
Payments for property, plant and equipment		(3)
Acquisition of subsidiaries	14	-
Refund / (payment) for Hillside Project acquisition held in designated account	17	600
Loans advanced to third parties		-
Loans repaid by third parties		-
Suppliers paid on behalf of group companies		(967)
Loans advanced to group companies	16	(9,417)
Bank interest received		15
Net cash used in investing activities		(9,772)
Financing activities
Proceeds from issue of share capital	23	12,202
Share issue costs	23	(424)
Proceeds from issue of convertible loan notes	20	-
Net cash generated from financing activities		11,778
Net increase/(decrease) in cash and cash equivalents		121
Cash and cash equivalents at beginning of year		579
Effects of exchange rates on cash and cash equivalents		280
Cash and cash equivalents at end of year		980

Note 20 discloses significant non-cash transactions in relation to the Company’s financing transactions. The notes of page 57 to 87 form part of these financial statements.

KAVANGO RESOURCES PLC NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

1. Corporate information

Kavango Resources Plc (the “Company”) is a public limited company listed on the main market of the London Stock Exchange and secondary listed on the Victoria Falls Stock Exchange. The Company is incorporated and domiciled in England. Its registered address is 6th Floor, 99 Gresham Street, London, EC2V 7NG, United Kingdom.

The Company is the ultimate parent company of Kavango Minerals (Pty) Ltd (“Kavango Botswana”), and Kanye Resources (Pty) Ltd (“Kanye”), registered and domiciled in Botswana. The Company also owns 90% of Shongwe Resources (Pty) Ltd ("Shongwe”), Ashmead Holdings (Pty) Ltd (“Ashmead”) and Icon-Trading Company (Pty) Ltd (“Icon”), all registered and domiciled in Botswana. The Company owns 100% of Kavango Zimbabwe Holdings (Private) Limited, a company registered and domiciled in Zimbabwe which in turn owns 100% of Kavango Mining (Private) Limited, 100% of Kavango Drilling (Private) Limited, 100% of Kavango Exploration (Private) Limited and 100% of Triangle Box Investments (Private) Limited. The principal activity of the Company and its subsidiaries (the “Group”) is the mining of gold mineral resources and exploration for base and precious metals in Botswana and Zimbabwe.

2. Significant Accounting policies

(a) Basis of preparation
The consolidated and company financial statements have been prepared in accordance with UK-adopted International Accounting Standards (“IAS”) and in conformity with the requirements of the Companies Act 2006 and in accordance with Listing Rules. The consolidated and company financial statements have also been prepared under the historical cost convention, except for revaluation of certain financial instruments.

The consolidated and company financial statements are presented in US Dollars (“US$”), which is the Group’s and Company’s presentational currency rounded to the nearest thousand unless otherwise stated. The preparation of financial statements in conformity with IAS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in note 3.

Going concern
The consolidated and Company financial statements have been prepared on a going concern basis. In assessing whether the going concern assumption remains appropriate, the Directors have considered all relevant available information about the current and forecast financial position of the Group, including the Group’s cash resources, expected operating expenditures, capital commitments and the timing and likelihood of future funding.

The Directors have prepared a detailed cash flow forecast through to July 2027, which indicates that the Group has sufficient cash reserves and undrawn Comarton funding facility available to meet the minimum level of exploration expenditure required under its licence conditions, together with ongoing overhead costs for at least 12 months from the date of approval of these financial statements. The forecast reflects an opening cash balance of US$ 10.8 million at 1 March 2026 and incorporates assumptions relating to the completion of capital expenditure at Hillside, the transfer and release of escrow funds at Nara and the projected expenditure in Botswana. Therefore, the Directors are satisfied that it is appropriate to continue to adopt the going concern basis of accounting in the preparation of these financial statements.

2. Significant Accounting policies (continued)

(b) New and amended standards and interpretations
There were no new standards, amendments or interpretations effective for the first time for periods beginning on 1 January 2025 that had a material effect on the consolidated or company financial statements. At the date of approval of these financial statements, there were no new standards or amendments to IAS which have not been applied in these financial statements which were in issue but not yet effective and are expected to have a material impact on the consolidated and company financial statements.

(c) Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company and its subsidiaries. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Generally, there is a presumption that a majority of voting rights results in control. To support this presumption and when the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including:
* The contractual arrangement with the other vote holders of the investee;
* Rights arising from other contractual arrangements; and
* The Group's voting rights and potential voting rights.

The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the period are included in the consolidated financial statements from the date the Group gains control until the date the Group ceases to control the subsidiary. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used in line with those used by other members of the Group. All intragroup assets and liabilities, equity, income, expenses, and cash flows relating to transactions between members of the Group are eliminated in full on consolidation. Non-controlling interests in subsidiaries are identified separately from equity attributable to the owner of the Company. On acquisition of subsidiaries, non-controlling interests are measured at their proportionate share of the fair value of the acquiree’s identifiable net assets. Profit or loss and each component of other comprehensive income are attributed to the owners of the Company and to the non-controlling interests.

(d) Investment in subsidiaries

In the Company financial statements, investments in the Company’s subsidiaries are stated at cost, which is the fair value of the consideration paid, less any impairment provision. The investment in subsidiaries balance on the Company’s statement of financial position also includes the carrying value of long-term intercompany loans which are measured in accordance with note 2(n) ‘Financial assets’.

(e) Revenue

The Group generates revenue from its mining contract in Zimbabwe. Revenue is recognised at a point in time when the Group satisfies its performance obligation by transferring fine gold to a customer. The transfer occurs when the customer obtains control of the fine gold. Revenue is measured at the fair value of the consideration received, excluding value added taxes or duty.

KAVANGO RESOURCES PLC NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 (continued) 59

2. Significant Accounting policies (continued)

(f) Foreign currencies

The functional currency for each entity in the Group is the currency of the primary economic environment in which the entity operates. The consolidated and company financial statements are presented in US$, which is the Group’s and Company’s presentational currency. The functional currency of the Company is GBP. Transactions in currencies other than the functional currency of each entity are recorded at the exchange rate on the date the transaction occurred. Foreign exchange gains and losses resulting from the settlement of such transactions, and from the translation of monetary assets and liabilities denominated in foreign currencies at year end exchange rates, are recognised in profit or loss. On consolidation, the results of each entity in the Group with a non-US$ functional currency are translated into US$ at rates approximating to those ruling when the transactions took place. All assets and liabilities of these entities are translated at the rate ruling at the reporting date. The resulting exchange differences are recognised in other comprehensive income and accumulated in the foreign exchange reserve.

(g) Segment Reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker (“CODM”). The CODM, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of Directors that makes strategic decisions. Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis.

(h) Cost of sales

Cost of sales comprise of direct costs incurred in milling and processing of gold ores in Zimbabwe.

(i) Taxation

Income tax expense represents the sum of the current tax and deferred tax charge for the year.

Current tax
Current tax payable is based on the taxable profit for the year calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period. None of the entities in the Group generate taxable profits.

Deferred tax
Deferred tax is recognised on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases and is accounted for using the balance sheet liability method. Deferred tax is calculated at the tax rates that have been enacted or substantively enacted and are expected to apply in the period when the liability is settled, or the asset realised. Deferred tax is charged or credited to the statement of comprehensive income, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Judgement is applied in making assumptions about future taxable income, including nickel prices, production, rehabilitation costs and expenditure to determine the extent to which the Group recognises deferred tax assets, as well as the anticipated timing of the utilisation of the losses.

KAVANGO RESOURCES PLC NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 (continued) 60

2. Significant Accounting policies (continued)

(j) Pre-licence exploration costs

Exploration costs incurred prior to the Group obtaining exploration legal rights are recognised in profit or loss as they are incurred. When the Group enters into an option agreement to acquire a licence, all associated option costs and exploration expenditure incurred prior to the option being exercised are treated as pre-licence exploration costs and included in profit or loss.

(k) Inventories

Inventories consist of fine gold to be sold and consumables. Inventories are carried at the lower of cost and net realisable value.

(l) Intangible Assets

Exploration and evaluation costs
The Group capitalises expenditure in relation to exploration and evaluation of mineral assets when the legal rights are obtained. Expenditure included in the initial measurement of exploration and evaluation assets, and which are classified as intangible assets relate to the acquisition of rights to explore, topographical, geological, geochemical and geophysical studies, exploratory drilling, trenching, sampling to evaluate the technical feasibility and commercial viability of extracting a mineral resource and other in country supporting activities. The Group capitalises staff costs of employees directly involved in the exploration activities of the Group except for employee share option charges.

Exploration and evaluation assets are assessed for impairment when facts and circumstances suggest that the carrying amount of an asset may exceed its recoverable amount. The assessment is carried out by allocating exploration and evaluation assets to cash generating units, which are based on specific projects or geographical areas. Whenever the exploration for and evaluation of mineral resources does not lead to the discovery of commercially viable quantities of mineral resources or the Group has decided to discontinue such activities of that unit, the associated expenditures are written off to profit or loss.

(m) Property, plant and equipment

Property, plant and equipment is stated at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided on all property, plant and equipment to write off the cost less estimated residual value of each asset over its expected useful economic life on a straight-line basis at the following rates:

Category	Rate
Plant and machinery	4-7 years
Motor vehicles	4-5 years
Other (including furniture and fittings, office equipment, computer equipment and other assets)	4-10 years

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred. Depreciation charge on assets that are directly involved in exploration activities are capitalised as exploration intangible assets.

KAVANGO RESOURCES PLC NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 (continued) 61

2. Significant Accounting policies (continued)

(n) Financial assets

Financial assets are classified at initial recognition into one of the categories listed below, depending on the purpose for which the asset was acquired.

Amortised cost
Financial assets held at amortised cost comprise trade and other receivables, loan receivables, and cash and cash equivalents. These assets are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They arise principally through the provision of goods and services to customers (e.g., trade receivables), but also incorporate other types of financial assets where the objective is to hold their assets in order to collect contractual cash flows and the contractual cash flows are solely payments of the principal and interest. They are initially recognised at fair value plus transaction costs that are directly attributable to their acquisition or issue and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment.Impairment provisions for trade and other receivables are recognised based on the simplified approach within IFRS 9 Financial Instruments using the lifetime expected credit losses (“ECL”) method. During this process the probability of the non-payment of the receivables is assessed. This probability is then multiplied by the amount of the expected loss arising from default to determine the lifetime ECL for the receivables. For trade and other receivables, which are reported net, such provisions are recorded in a separate provision account with the loss being recognised within administrative expenses in the statement of comprehensive income. On confirmation that the trade or other receivable will not be collectable, the gross carrying value of the asset is written off against the associated provision. For loan receivables, a lifetime ECL is recognised when there has been a significant increase in credit risk since initial recognition. However, if the credit risk on the loan receivable has not increased significantly since initial recognition, the loss allowance is measured at an amount equal to 12-month ECL.

Fair value through profit or loss
Financial assets held at fair value through the profit or loss comprise equity investments held. These are carried in the statement of financial position at fair value. Subsequent to initial recognition, changes in fair value are recognised in profit or loss.

(o) Cash and cash equivalents
Cash and cash equivalents comprise of cash at hand and in bank.

(p) Financial liabilities
Financial liabilities include convertible loan notes, trade and other payables including deferred consideration. All financial liabilities are recognised initially at fair value, net of transaction costs incurred, and are subsequently stated at amortised cost, using the effective interest method.

(q) Derivative financial instruments
Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss.

(r) Equity
An equity instrument is any contract that evidences a residual interest in the assets of a company after deducting all of its liabilities. Equity instruments issued are recorded at the proceeds received net of direct issue costs. Proceeds received from investors in respect of shares for which the Company has an unconditional obligation to issue equity instruments are recognised directly in equity when received.

KAVANGO RESOURCES PLC NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 (continued) 62

2. Significant Accounting policies (continued)

(s) Share based payments
Equity-settled share-based payment transactions with parties other than employees are measured at the fair value of the goods or services received, except where that fair value cannot be estimated reliably, in which case they are measured at the fair value of the equity instruments granted, measured at the date the entity obtains the goods or the counterparty renders the service. Depending on the nature of the goods or services received and in accordance with the relevant accounting policy, the share-based payment expense is either recognised in profit or loss, capitalised as Exploration and Evaluation asset or recognised as deduction in share premium. A corresponding increase in the warrant reserve or share option reserve is also recognised.

Equity-settled share-based payments to employees and others providing similar services are measured at the fair value of the equity instruments at the grant date. The grant date fair value of share-based payment awards granted to employees and others providing similar services is recognised in profit or loss, with a corresponding increase in the share options reserve, over the period that the employees become unconditionally entitled to the awards. The amount recognised as an expense is adjusted to reflect the number of awards for which the related service and non-market performance conditions are expected to be met, such that the amount ultimately recognised as an expense is based on the number of awards that meet the related service and non-market performance conditions at the vesting date.

For share-based payment awards with non-vesting conditions, the grant-date fair value of the share-based payment is measured to reflect such conditions and there is no true-up for differences between expected and actual outcomes. Market vesting conditions are factored into the fair value of the award at grant date. As long as all other vesting conditions are satisfied, a charge is made irrespective of whether market vesting conditions are satisfied. The cumulative expense is not adjusted for failure to achieve a market vesting condition.

When share-based payments awards are exercised, the Company issues new shares. The proceeds received, net of any directly attributable transaction costs, are credited to share capital and the share premium account. The fair value of the awards exercised or forfeited prior to vesting and previously recognised in the share options reserve or warrants reserve is transferred to accumulated losses for capital maintenance purposes.

(t) Employee share schemes
Where the Company issues shares to employees and funds the subscription price on their behalf, the fair value of the shares issued is recognised as an employee benefit expense at the date of issue. A corresponding credit is recognised in equity within share capital and share premium.

KAVANGO RESOURCES PLC NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 (continued) 63

3. Critical accounting estimates and judgements

In the application of the accounting policies, which are described in note 2, the Directors are required to make judgements, estimates and assumptions which affect reported income, expenses, assets, liabilities and disclosure of contingent assets and liabilities. The estimates and associated assumptions are based on historical experience, expectations of future events and other factors that are believed to be reasonable under the circumstances. Actual results in the future could differ from such estimates. The estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognised in the period in which the revision is made.

(a) Sources of estimation uncertainty

(i) Valuation of exploration and evaluation assets
The carrying value of exploration assets in the consolidated financial statements as at 31 December 2025 is US$ 15,751,000 (2024: US$ 14,071,000) which was impaired during the year by US$ 1,372,000 (2024: $2,737,000). The recoverability of this carrying value, and thus potential further impairment, requires use of significant judgments and estimates which are detailed in note 13.

(ii) Recoverability of investment in subsidiaries and intragroup receivables
In the company financial statements, the carrying value of the Company’s investment in subsidiaries and intragroup receivables is US$ 40,701,000 (2024: US$ 24,108,000). The recoverability of this balance, whether through joint venture partnership, divestment, or commencement of production, is driven by the same judgements and uncertainties as the recoverability of the exploration and evaluation assets held by the subsidiaries and discussed in note 13. Further details of the recoverability of investment in subsidiaries and intragroup receivables are set out in note 16.

(iii) Recoverability of amounts due from shareholder
In the consolidated and company financial statements, the carrying value of the amount due from shareholders is US$ 352,000 (2024: US$ 287,000). The Directors are satisfied that this balance is recoverable if the shares are to be reissued to a different shareholder at a prevailing market price thus no further expected credit loss provision is necessary. Further details are included in note 23.

KAVANGO RESOURCES PLC NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 (continued) 64

4. Segmental disclosures

In the year ended 31 December 2025 the Group had three reportable segments, Exploration, Corporate and Mining, which are the Group’s strategic divisions. For each of the strategic divisions, the Board reviews internal management reports on a regular basis. The Group’s reportable segments are:

Exploration: the exploration operating segment is presented as an aggregate of all Botswana and Zimbabwe projects in which the Group has economic interest as well as pre-licence expenditure. Expenditure on exploration activities for each licence is used to measure agreed upon expenditure targets for each licence to ensure the licence exploration commitments are met;
Mining: includes the results of the Group’s mining operations in Zimbabwe; and
Corporate: the corporate segment includes the Company and intermediate holding companies’ costs in respect of managing the Group. This includes the cost of employee share options granted by the Company.Segmental results are detailed below:

31 December 2025	Mining US$’000	Exploration US$’000	Corporate US$’000	Total US$’000
Revenue	1,716	-	-	1,716
Cost of sales	(4,101)	-	-	(4,101)
Gross loss	(2,385)	-	-	(2,385)
Pre-licence exploration costs	-	(7,678)	-	(7,678)
Impairment of exploration costs	(1,372)	-	-	(1,372)
Administrative and other costs*	(90)	-	(2,785)	(2,875)
Disposal of property, plant and equipment	-	-	(256)	(256)
Loss on fair value of financial assets	-	-	(345)	(345)
Finance income	-	-	20	20
Finance expense	-	-	(42)	(42)
Loss before tax	(2,475)	(9,050)	(3,408)	(14,933)

31 December 2024	Mining US$’000	Exploration US$’000	Corporate US$’000	Total US$’000
Revenue	445	-	-	445
Cost of sales	(484)	-	-	(484)
Gross loss	(39)	-	-	(39)
Pre-licence exploration costs	-	(3,977)	-	(3,977)
Impairment of exploration assets	-	(2,737)	-	(2,737)
Administrative and other costs*	-	-	(1,863)	(1,863)
Gain on fair value of financial assets	-	-	42	42
Finance income	-	-	31	31
Finance expense	-	-	(119)	(119)
Loss before tax	(39)	(6,714)	(1,909)	(8,662)

*Results of the corporate segment include a share-based payment charge of US$ 39,000 (2024: US$ 187,000) and expected credit loss allowance on amounts due from shareholder of US$ 42,000 (2024: US$ 347,000).

KAVANGO RESOURCES PLC NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 (continued) 65

Segmental disclosures (continued)
Segmental assets and liabilities are detailed below:

Non-current assets	31 Dec 2025 US$’000	31 Dec 2024 US$’000	Non-current liabilities	31 Dec 2025 US$’000	31 Dec 2024 US$’000
Exploration: intangible assets and equipment (Botswana)	14,807	14,147	-	-	-
Exploration: intangibles and equipment (Zimbabwe)	1,299	864	223	-	-
Minning: equipment (Zimbabwe)	1,086	-	-	-	-
Corporate (London)	4	-	-	-	-
Total of all segments	17,196	15,011	223	-	-

Total assets	31 Dec 2025 US$’000	31 Dec 2024 US$’000	Total liabilities	31 Dec 2025 US$’000	31 Dec 2024 US$’000
Exploration (Botswana)	15,595	14,508	100	73	-
Exploration (Zimbabwe)	4,904	1,577	88	4	285
Corporate (London)	1,547	2,722	215	5,117	-
Mining (Zimbabwe)	1,113	202	203	-	-
Total of all segments	23,159	19,009	1,402	5,475	-

Finance income

	31 Dec 2025 US$’000	31 Dec 2024 US$’000
Interest income from cash and cash equivalents	15	18
Interest income from loan receivables (note 14)	5	13
	20	31

Finance expense

	31 Dec 2025 US$’000	31 Dec 2024 US$’000
Interest on convertible loan notes (note 20)	42	119

KAVANGO RESOURCES PLC NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 (continued) 66

Pre-licence exploration costs

	31 Dec 2025 US$’000	31 Dec 2024 US$’000
Pre-licence exploration costs incurred in Zimbabwe	7,678	3,977

The Group’s interests in Zimbabwe comprise a portfolio of licence areas and optioned licence areas, including the Nara Gold Project, the Lonely Project (formerly Leopard South) and the Hillside Gold Project, which incorporates the Bills Luck, Steenbok, Britain and Nightshift prospects. The acquisition agreement for the Hillside Project was signed on 30 April 2024 and completed upon the transfer of the claims and payment of the purchase price on 17 December 2025, as detailed in note 13. Expenditure incurred prior to this acquisition has been included within the pre-licence exploration costs above. Option fees are incurred to secure access to the licence areas and to undertake exploration activities. Ownership of exploration data remains with the licence holders until the relevant option is exercised. Further details on each project can be found in the Operations Report. The terms of the options are summarised below:

Nara Project
The Nara Project comprises 45 contiguous gold claims. On 26 June 2023, the Company entered into an exclusive two-year option agreement to acquire the claims for US$ 4,000,000 in cash, plus an earn-out based on a declaration of a code-compliant resource estimate. The option fee is $220,000 payable in 6-monthly instalments in advance and as part of the agreement the Company is required to spend a minimum of US$ 500,000 on exploration in the first year, with a total exploration spend of US$ 2,000,000 over the option term. Following the exercise of the option for the Nara Gold project, on 27 June 2025, the buyer and the seller agreed to extend completion, so as to work towards enabling the finalisation of the legal formalities. Both parties remain committed to completion and the execution of the Nara sale and purchase as soon as possible.

Lonely Project
The Lonely Project consists of 30 claims. Completion of the acquisition is subject to satisfactory transfer by the sellers of the mining claims into Kavango's Zimbabwe subsidiary, and on the Company paying the Zimbabwe Special Capital Gains Tax ("SCGT") due on the transaction. The cash consideration of US$ 50,000 for the acquisition remains in a designated account as at year end and is included within other receivables (note 17) pending completion.

Leopard North
The Leopard North project consists of 36 claims and the Company’s option to acquire it expired unexercised on 30 June 2025.

KAVANGO RESOURCES PLC NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 (continued) 67

Loss before taxation:
Loss before taxation is stated after charging/(crediting) the following:

	Note	31 Dec 2025 US$’000	31 Dec 2024 US$’000
Depreciation charge, net of amounts capitalised as intangible exploration asset		192	144
Employee benefit expenses	9	1,688	1,436
Auditor remuneration, net of amounts recognised in share premium		126	92
Expected credit loss allowance on amounts due from shareholder	23	(42)	(347)
Net foreign exchange gains		(50)	(39)

Services provided by the Company’s auditor and its associates
During the year, the Group (including overseas subsidiaries) obtained the following services from the Company’s auditors and its associates:

	31 Dec 2025 US$’000	31 Dec 2024 US$’000
Fees payable to the Company’s auditor and its associates for the audit of the Company and Group financial statements	120	86
Fees payable to the Company’s auditor for other permitted non-audit services:
- review of interim report	6	6
- permitted services relating to a corporate finance transaction: reporting accountant	27	45
	153	137

KAVANGO RESOURCES PLC NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 (continued) 68

Employees
Employee benefit expenses consisted of the following:

	Group 31 Dec 2025 US$’000	Group 31 Dec 2024 US$’000	Company 31 Dec 2025 US$’000	Company 31 Dec 2024 US$’000
Wages and salaries	2,736	1,578	523	547
Social security costs	48	74	32	28
Other post-employment benefits	4	4	8	4
Share-based payment expenses (note 24)	39	187	39	187
	2,827	1,843	602	766
Less: amounts capitalised as exploration assets	(244)	(407)	-	-
Employee benefits recognised in profit or loss	2,583	1,436	602	766

The average monthly number of employees during the year was:

	Group 31 Dec 2025 No.	Group 31 Dec 2024 No.	Company 31 Dec 2025 No.	Company 31 Dec 2024 No.
Directors and senior management	7	7	6	6
Administrative staff	22	17	-	-
Technical personnel	142	47	-	-
Field personnel	27	36	-	-
Total	198	107	6	6

Further details of Directors’ remuneration are included in the Directors’ Remuneration Report on pages 35 to 39.

KAVANGO RESOURCES PLC NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 (continued) 69

Taxation

	31 Dec 2025 US$’000	31 Dec 2024 US$’000
Current taxation	-	-
Deferred taxation	-	-
Total tax charge for the year	-	-

The total tax charge for the year can be reconciled to the loss for the year multiplied by the weighted average applicable tax rate as follows:

	31 Dec 2025 US$’000	31 Dec 2024 US$’000
Loss for the year	(14,933)	(8,662)
Tax at the applicable rate of 21.4% (2024: 19.5%)	(3,189)	(1,693)
Expenses not deductible for tax	494	37
Effect of tax losses not recognised as deferred tax assets	2,695	1,656
Total tax charge for the year	-	-

The weighted average applicable tax rate of 21.4% (2024: 19.5%) used is a combination of the 25% standard rate of corporation tax in the UK (2024: 25%), 23.5% standard rate of corporation tax in Botswana (2024: 22%) and the expected tax rate applicable to mining companies in Zimbabwe of 25% (2024: 25%). The Group has approximately US$ 21,219,000 (2024: US$ 12,370,000) of tax losses available to carry forward against future taxable profits. A deferred tax asset has not been recognised because of uncertainty over future taxable profits against which the losses may be used. Tax losses can be carried forward indefinitely.

KAVANGO RESOURCES PLC NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 (continued) 70

Earnings per share

	31 Dec 2025 US$’000	31 Dec 2024 US$’000
Loss for the year from continuing operations	14,933	8,662

	31 Dec 2025 Number	31 Dec 2024 Number
Weighted average number of ordinary shares for the purpose of calculating basic and diluted earnings per share	3,093,237,973	1,466,177,25

	31 Dec 2025 US Cents	31 Dec 2024 US Cents
Basic and diluted loss per share attributable to owners of the Company	0.48	0.59

The basic and diluted loss per share attributable to owners of the Company are identical as the share options and warrants detailed in notes 24 and 25 are considered to be anti-dilutive due to the loss made for the year.

KAVANGO RESOURCES PLC NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 (continued) 71

Property, plant, and equipment
Property, plant and equipment consists of exploration field equipment used across the Group’s operations in Botswana and Zimbabwe, including vehicles utilised by geology staff for field activities. The principal asset classes presented comprise plant, motor vehicles, and other assets, with the latter category encompassing furniture and fittings, office equipment, computer equipment and similar ancillary items. Assets under construction are assets that are not yet available for use and relate to the construction of the 50 t/d milling plant at the Hillside Project.| | Group | Plant | US$’000 | Motor Vehicles | US$’000 | Other | US$’000 | Assets under construction (Plant) | US$’000 | Total | US$’000 |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Cost | | | | | | | | | | |
| At 1 January | 424 | 357 | 227 | 174 | 1,182 | | | | | |
| Additions | 64 | 126 | 349 | 403 | 9 | 42 | | | | |
| Disposals | (37) | - | (22) | (305) | (364) | | | | | |
| Reclassification from inventory | - | - | - | 103 | 103 | | | | | |
| Translation differences | - | - | 9 | - | 9 | | | | | |
| Closing | 451 | 483 | 563 | 375 | 1,872 | | | | | |
| Depreciation | | | | | | | | | | |
| At 1 January | 73 | 72 | 97 | - | 242 | | | | | |
| Additions | 83 | 87 | 94 | - | 264 | | | | | |
| Disposals | (73) | - | (16) | - | (89) | | | | | |
| Translation differences | - | - | 10 | - | 10 | | | | | |
| Closing | 83 | 159 | 185 | - | 427 | | | | | |
| Net book value at 31 December 2024 | 351 | 285 | 130 | 174 | 940 | | | | | |
| Net book value at 31 December 2025 | 368 | 324 | 378 | 375 | 1,445 | | | | | |

Of the total depreciation charge, US$ 20,000 (2024: US$ 56,000) has been capitalised as an intangible exploration asset (note 13). The remainder of the depreciation charge relates to equipment in Zimbabwe and is included in pre-exploration expense (note 7). An amount of US$ 103,000, relating to assets under construction, had been incorrectly classified as inventories on the balance sheet as at 31 December 2024. As these items relate to capital expenditure on assets not yet ready for use, these items have been reclassified within the assets under construction. All assets disposed of during the year ended 31 December 2025 were scrapped.

KAVANGO RESOURCES PLC
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 (continued)
72

13. Intangible assets

Group	Botswana 31 Dec 2025 US$’000	Botswana 31 Dec 2024 US$’000	Zimbabwe 31 Dec 2025 US$’000	Zimbabwe 31 Dec 2024 US$’000	Total 31 Dec 2025 US$’000	Total 31 Dec 2024 US$’000
Net book value
At 1 January	14,071	14,586	-	-	14,071	14,586
Additions	862	2,355	1,028	-	1,890	2,355
Impairment	(1,372)	(2,737)	-	-	(1,372)	(2,737)
Translation differences	1,162	(133)	-	-	1,162	(133)
Total	14,723	14,071	1,028	-	15,751	14,071

The additions balance relates to the Group’s exploration activity in Botswana and Zimbabwe Details on the exploration activity including acquisition of new licences can be found in the Operations Report. During the year ended 31 December 2025, the Group completed the acquisition of the Hillside project in Zimbabwe. The Hillside Project comprises 43 gold claims, covering an area of 476 hectares. The acquisition terms are as follows:
a) Payment of a cash consideration of US$ 600,000, which was previously held in a designated account by the Company’s lawyers;
b) The Group to assume responsibility seller’s debt to third parties of US$ 350,000 to be repaid at a rate of US$ 10,000 per month. As at 31 December 2025, US$ 264,750 of the debt remains outstanding and is included within Other borrowings (note 21)

On acquisition of the Hillside Project, the Group recognised a rehabilitation provision of US$ 78,000 in relation to the Bills Luck mine, which is included with provisions (note 22). In the year ended 31 December 2025, the additions balance included capitalised depreciation charge of US$ 20,000 (2024: US$ 56,000) in relation to property, plant and equipment used in exploration activities.

Recoverability of the Group’s exploration and evaluation assets is dependent on the success of the Group in discovering economic and recoverable mineral resources, especially in the countries of operation where political, economic, legal, regulatory, and social uncertainties are potential risk factors. The future revenue flows relating to these assets is uncertain and will also be affected by competition, relative exchange rates and potential new legislation and related environmental requirements. The Group’s ability to continue its exploration programs and develop its projects is also dependent on its ability to raise sufficient finance in future, which is uncertain. The ability of the Group to continue operating within Botswana and Zimbabwe is dependent on a stable political environment. This may also impact the Group’s legal title to assets held which would affect the valuation of such assets. There have been no changes made to any past assumptions.

Impairment review

The Directors have undertaken a review to assess whether the following impairment indicators exist as at 31 December 2025 or subsequently prior to the approval of these financial statements:
1. Licences to explore specific areas have expired or will expire in the near future and are not expected to be renewed;
2. No further substantive exploration expenditure is planned for a specific licence;
3. Exploration and evaluation activity in a specific licence area have not led to the discovery of commercially viable quantities of mineral resources and the Board has decided to discontinue such activities in the specific area; and

Intangible assets comprise entirely of exploration and evaluation assets.

KAVANGO RESOURCES PLC
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 (continued)
73

13. Intangible assets (continued)

Sufficient data exists to indicate that, although a development in the specific area is likely to proceed, the carrying amount of the exploration and evaluation asset is unlikely to be recovered in full by successful development or by sale.

The Company’s 90% interest in two prospecting licences (“PLs”), covering a total area of 808.74 km² and held by its subsidiary Shongwe Resources (Pty) Limited in a joint venture with LVR GeoExplorers (Pty) Ltd, was terminated in 2025. The two licences were allowed to lapse at the end of the year after evaluation confirmed that the mineralised contact was at a depth insufficient to support an economically viable mining footprint. In addition, to maintain a focused and disciplined exploration programme, one licence in the KCB area will not be renewed in 2026. As a result of these decisions, an impairment charge of US$1,372,000 was recognised in profit or loss (2024: US$2,737,000).

The Board remains fully committed to continuing exploration across the Group’s existing projects. Further details on exploration progress are set out in the Operations Report. Notwithstanding this commitment, the Board will continue throughout 2026 to review the Group’s portfolio to ensure capital and resources are focused on areas with the greatest potential for discovery.

All of the Group’s prospecting licences in Botswana are subject to biennial renewal by the Department of Mines following an initial three-year licence term. After two renewal periods, further renewals become subject to the discretion of the Minister. Several renewals fall due during 2026. To date, Kavango’s prospecting licences have been successfully renewed, and accordingly the Directors and management have a reasonable expectation that future renewals will also be granted. No other indicators of impairment were identified on the remaining licences.

14. Loan receivables

Group and Company	31 Dec 2025 US$’000	31 Dec 2024 US$’000
Loan advanced to Pambili	-	163
Loan advanced to Equity Drilling	-	408
	-	571

Loan advanced to Pambili

During the year ended 31 December 2024, the Group provided a loan to Pambili Natural Resources Corporation (“Pambili”), a gold exploration company listed in Canada of US$ 150,000. The loan was unsecured and repayable by no later than 31 January 2025. The loan included an arrangement fee of US$ 15,000 which is accounted for as interest with a corresponding interest income, including penalties, of US$ 5,000 (2024: US$ 13,000) included within finance income. In March 2025, the loan, together with a further working capital advance of US$ 68,000 was refinanced as a convertible loan note, details of which are included in note 15.

Loan advanced to Equity Drilling

During the year ended 31 December 2024, the Group provided a US$ 478,000 interest-free loan to its drilling contractor, Equity Drilling (Pvt) Limited, to support the acquisition of drilling equipment in Zimbabwe. The loan was secured against the related assets and was contractually repayable no later than 31 December 2025. By 31 December 2024, a total of US$ 70,000 had been repaid. During the period ended 31 December 2025, the remaining loan balance was settled through drilling services provided, which were expensed as pre-licence exploration costs.

KAVANGO RESOURCES PLC
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 (continued)

15. Financial assets at fair value through profit or loss

Group and Company	31 Dec 2025 US$’000	31 Dec 2024 US$’000
Equity interest in listed entities	102	418
	102	418

Equity interest in listed entities

Interest in listed entities comprises of the Company’s investments in Power Metal Resources PLC (“Power Metals”) and Pambili Natural Resources Corporation (“Pambili”).

Power Metals

At 31 December 2024, the fair value of Company’s investment in Power Metals, an AIM-listed metal exploration company, was US$96,000. The fair value subsequently increased to US$ 102,000 as at 31 December 2025 with a loss of US$ 2,000 recognised in profit or loss. A foreign exchange gain of US$ 8,000 has also been recognised.

Pambili

As at 31 December 2024, the Company’s equity investment in Pambili, a gold exploration company listed on the TSX-V in Canada, had a fair value of US$ 322,000. Trading in Pambili’s shares was suspended on 3 July 2025 and due to the prolonged suspension the Directors have concluded that there is no longer an active market for Pambili’s shares. The Directors have assessed that as at 31 December 2025, the fair value of the Company’s equity investment in Pambili reduced to nil, leading to a loss of US$ 346,000 recognised in profit or loss. In addition, a foreign exchange gain of US$ 24,000 (2024: loss of US$ 6,000) was recognised in profit or loss for the year.

Investment in convertible loan note

As detailed in note 14, the Group refinanced its loan and working capital advanced to Pambili into a convertible loan note (“CLN”). The CLN is for a term of 12 months and is convertible at the Group's discretion into "Units" at a fixed price of CAD 0.05 per Unit. Each Unit comprises one Pambili common share and one-half of a common share purchase warrant.Each whole warrant entitles the holder to acquire one additional share at a strike price of CAD 0.10, exercisable for 12 months following the date of conversion. Noting Pambili's financial difficulties, the Directors consider the fair value of the CLN to be nil with a corresponding loss of US$ 240,000 recognised in profit or loss. The movement in the fair value of the Company’s interest in listed entities is detailed below:

Group and Company	31 Dec 2025 US$’000	31 Dec 2024 US$’000
At 1 January	418	378
Loan to Pambili refinanced as CLN	240	-
Loss on fair value	(588)	47
Translation differences	32	(7)
At 31 December	102	418

KAVANGO RESOURCES PLC NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 (continued)

16. Investments in subsidiaries

Company	31 Dec 2025 US$’000	31 Dec 2024 US$’000 (Restated)
Shares in subsidiaries	659	612
Capital contribution	2,847	1,841
Loans to subsidiaries	37,195	21,655
	40,701	24,108

Loans to subsidiaries are interest free and payable on demand. Capital contribution represents costs incurred on behalf of subsidiaries which are not recharged. During the year ended 31 December 2024, an amount of US$ 1,841,000 paid on behalf of subsidiaries were incorrectly classified within ‘shares in subsidiaries’ or ‘loans to subsidiaries’ line items. As a result, the balances as at 31 December 2024 have been restated to correct these misclassifications. The reclassification does not affect the total investment in subsidiaries balance, with no impact on the Company’s loss for the year then ended or net assets. See further details are in Note 28.

The Directors have assessed the total carrying value of the Company’s investment in subsidiaries of US$40,701,000 (2024: US$24,108,000) for indicators of impairment in accordance with IAS 36 Impairment of Assets. This assessment considered the status, progress and future prospects of the underlying exploration projects in Botswana and the exploration potential in Zimbabwe, as described in the Operations Report. Whilst a successful realisation of the Company’s investments, whether through a joint venture partnership, divestment, or commencement of production, is inherently uncertain, the Directors are satisfied with the technical and operational progress achieved in both jurisdictions and consider that the carrying values are supported by recent market transactions, available geological evidence, and ongoing exploration results. Based on this review, no indicators of impairment were identified and, accordingly, no impairment charge has been recognised (2024: US$ nil).

The Directors have also assessed the expected credit losses on the loans to subsidiaries balance of US$37,195,000 (2024: US$ 21,655,000) using the 12‑month expected credit loss model. The subsidiaries have no external debt and the loans to subsidiaries are only repayable on demand. The Directors do not consider it likely that the loans would be called in the next 12 months, given the Company has sufficient funding for that period and the Directors plan to fund further exploration activities by the subsidiaries. As a result, no expected credit loss has been recognised (2024: US$ nil).

List of subsidiary undertakings

Name	Country of incorporation and principal place of business	Nature of business	Proportion of equity shares held by the Company
Kavango Minerals (Pty) Ltd	Botswana	Mineral exploration	100%
Kanye Resources (Pty) Ltd	Botswana	Mineral exploration	100%
Shongwe Resources (Pty) Ltd	Botswana	Licence holding company	90% (indirect holding)
Ashmead Holdings (Pty) Ltd	Botswana	Licence holding company	90% (indirect holding)
Icon-Trading Company (Pty) Ltd	Botswana	Licence holding company	90% (indirect holding)
Kavango Zimbabwe Holdings (Private) Limited	Zimbabwe	Mineral exploration	100%
Kavango Mining (Private) Ltd	Zimbabwe	Mineral exploration	100% (indirect holding)
Kavango Drilling (Private) Ltd	Zimbabwe	Drilling	100% (indirect holding)
Kavango Exploration (Private) Ltd	Zimbabwe	Exploration	100% (indirect holding)
Triangle Box Investments (Private) Ltd	Zimbabwe	Dormant	100% (indirect holding)

KAVANGO RESOURCES PLC NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 (continued)

16. Investments in subsidiaries (continued)

The registered address of subsidiaries registered in Botswana is Plot 1306, Government Camp, Francistown, Botswana. The registered address of Kavango Zimbabwe Holding (Private) Limited is 42 Cecil Avenue, Hillside, Bulawayo, Zimbabwe. The registered address of Kavango Mining (Private) Limited 42 Cecil Avenue, Hillside, Bulawayo, Zimbabwe. In addition, Kavango Drilling (Private) Limited, Kavango Exploration (Private) Limited, and Triangle Box Investments (Private) Limited all share the same registered address as Kavango Zimbabwe Holdings (Private) Limited, being 42 Cecil Avenue, Hillside, Bulawayo, Zimbabwe. All subsidiary undertakings are included in the consolidation. The proportion of the voting rights in the subsidiary undertaking held directly by the parent company does not differ from the proportion of ordinary shares held.

17. Trade and other receivables

	Group 31 Dec 2025 US$’000	Group 31 Dec 2024 US$’000	Company 31 Dec 2025 US$’000	Company 31 Dec 2024 US$’000
Amounts due from shareholders	353	287	355	287
VAT receivable	372	242	25	31
Other receivables and prepayments	537	1,272	83	834
	1,262	1,801	463	1,152

Other receivables and prepayments include amounts held in a designated account by the Company’s lawyers. In April 2024, the Company exercised its option to acquire the Hillside and Lonely Projects and transferred the total exercise price of US$ 650,000 into a designated account held by the Company’s lawyers. As at 31 December 2025, the acquisition of the Lonely Project had not yet completed. However, on 17 December 2025, the Company received US$ 600,000 in relation to the Hillside transaction, leaving the remaining US$ 50,000 relating to the Lonely Project reflected within other receivables at year-end. Further details on the amounts due from shareholders is included in note 28.

18. Cash and cash equivalents

	Group 31 Dec 2025 US$’000	Group 31 Dec 2024 US$’000	Company 31 Dec 2025 US$’000	Company 31 Dec 2024 US$’000
Cash in bank	4,582	991	980	580
Cash in hand	17	114	-	-
Total	4,599	1,105	980	580

KAVANGO RESOURCES PLC NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 (continued)

19. Trade and other payable

	Group 31 Dec 2025 US$’000	Group 31 Dec 2024 US$’000	Company 31 Dec 2025 US$’000	Company 31 Dec 2024 US$’000
Trade payables	446	205	35	88
Accruals and other payables	622	485	169	256
Other tax and social security	214	22	11	10
Total	1,282	712	215	354

20. Convertible loan notes

	Group 31 Dec 2025 US$’000	Group 31 Dec 2024 US$’000	Company 31 Dec 2025 US$’000	Company 31 Dec 2024 US$’000
Convertible loan notes – principal	-	4,644	-	4,644
Convertible loan notes – accumulated interest	-	119	-	119
Total	-	4,763	-	4,763

In August and December 2024, the Company issued 3,711,668 £1 unsecured convertible loan notes with the principal value of US$ 4,644,000. The loan notes are repayable in cash 12 months after issue and accumulate interest at 10% per annum. The loan notes are convertible into ordinary shares of the Company, at the option of the holders, at any time subject to the Company publishing an FCA-approved prospectus and the Company having sufficient share authorities to issue such conversion shares. The conversion price is set to be the subscription price achieved in the fundraise in connection with the FCA-approved prospectus. The instrument meets the definition of a financial liability in its entirety. In January 2025, the Company completed the fundraise at a subscription price of 0.7 pence per share and published the FCA-approved prospectus. Following the publication, the CLNs (including accrued interest) were converted in full into 547,995,076 ordinary shares of the Company.

	Group 31 Dec 2025 US$’000	Group 31 Dec 2024 US$’000	Company 31 Dec 2025 US$’000	Company 31 Dec 2024 US$’000
Balance at 1 January	4,763	-	4,763	-
Additions	-	4,644	-	4,644
Interest	42	119	42	119
Foreign exchange	(43)	-	(43)	-
Carrying amount before conversion	4,762	4,763	4,762	4,763
Reclassification to equity	(4,762)	-	(4,762)	-
Balance at 31 December	-	4,763	-	4,763

KAVANGO RESOURCES PLC NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 (continued)

21. Other borrowings

Group	31 Dec 2025 US$’000	31 Dec 2024 US$’000
Current	120	-
Non-current	145	-
	265	-

As part of the Hillside Project, the Group has assumed responsibility for the seller’s outstanding third-party debt amounting to US$ 350,000. The balance outstanding of US$264,750 at 31 December 2025 is repayable in fixed monthly instalments of US$ 10,000. At year-end, the portion of the liability expected to be repaid within the next 12 months, totalling US$ 120,000, has been classified as current. The remaining balance of US$ 145,000 has been classified as non-current.

22. Provision

Group	31 Dec 2025 US$’000	31 Dec 2024 US$’000
Rehabilitation provision	78	-
	78	-

The Group recognised a rehabilitation provision of US$ 78,000 in relation to the Bills Luck mine.

23. Share capital and share premium

	Number of shares	Share capital US$’000	Share premium US$’000	Total US$’000
As at 1 January 2024	1,305,569,314	1,663	25,789	27,452
Issue costs	257,113,862	326	3,584	3,910
Warrants granted	-	-	(35)	(35)
As at 31 December 2024	1,562,683,176	1,989	29,338	31,327
Share issue	1,548,444,343	1,995	14,457	16,452
Share issue on CLN conversion	547,995,076	680	4,082	4,762
Employee share issue	2,909,681	4	35	39
Issue costs	-	-	(424)	(424)
As at 31 December 2025	3,662,032,276	4,668	47,488	52,156

The Company has one class of ordinary shares of 0.1 penny each which entitle the holders to receive dividends as declared from time to time and to vote at meetings of the Company. All ordinary shares rank equally with regard the Company’s residual net assets. There are no restrictions on the transfer of shares.The total cash received, before issue costs (excluding share issue on CLN conversion), by the Company for the shares issued during the year ended 31 December 2025 was US$ 16,490,306 (2024: US $3,909,375). In January 2025, The Company raised US$ 8,152,000 through the issue of 938,028,569 shares at a subscription value of £0.007 per share.

KAVANGO RESOURCES PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025 (continued) 79

23. Share capital and share premium (continued)

In September 2025, the Company’s ordinary shares were admitted to trading on the VFEX by way of a secondary listing. During the year 370,573,735 Ordinary Shares were issued as part of the VFEX listing. The Group raised a total of US$8,338,302 of which US$ 5,002,250 was received directly into Zimbabwe.

In November 2022 the Company raised US$ 4,164,000 through the issue of 194,444,437 shares and 194,444,437 3p warrants. Of this amount, as at 31 December 2025 and at the date of approval of these financial statements, £500,000 (US$ 673,000 ; 2024: US$ 626,000) remain outstanding from one subscriber, Arigo Capital. The Directors have concluded that the amounts are unlikely to be recovered from the subscriber and therefore, as permitted by the Company’s Articles of Association, the shares will reissued to a different shareholder. The shares will be reissued at the prevailing market price, which as at 31 December 2025 was 0.725 pence and therefore an expected credit loss provision of US$ 42,000 (2024: US$ 347,000) has been recognised in profit or loss to reduce the carrying value of the receivable to US$ 355,000 (2024: US$ 287,000). The receivable is included within the trade and other receivables balance (note 17).

Employee share issue
During the year, the Company issued 2,909,681 shares to eligible Zimbabwe resident employees at equivalent to the value of US$ 250 per employee and with the US Dollar and British Pound conversion rate being the Bank of England's daily spot rate as at 12 August 2025 (£1.00 = $1.3489), totalling US$ 39,250. Although the subscription price was payable by the employees, the Company funded this amount on their behalf. As a result, no consideration was received directly from employees.

Shares to be issued
On 12 December 2025, the Company received US$ 749,149 in respect of shares to be issued to Comarton Pension Fund under tranche 2 of the Company’s share subscription arrangement. Although part funds were received prior to the year end, the funds balance of US$ 235,000 was received post year end on 6 January 2026 and the corresponding shares were issued on 16 January 2026.

24. Share-based payments

The Company is party to share options issued to employees and others providing similar services. Movements in the Share Options Reserve are detailed below:

Share Options Reserve	US$’000
As at 1 January 2024	1,673
Share-based payments – expensed	187
As at 31 December 2024	1,860
Share-based payments – expensed	39
As at 31 December 2025	1,899

Share options granted prior to 1 January 2024
In 2018 the Company granted 13,400,000 share options to the Directors and management exercisable at 2.5 pence for a period of 10 years from date of grant. In 2019 the Company granted 2,600,000 share options to the Directors and management exercisable at 2.8 pence for a period of 10 years from date of grant. In May 2020 the Company granted 2,725,000 share options to Directors and management exercisable at 0.8 pence for a period of 10 years from date of grant. None of the share options detailed above had vesting conditions attached to them.

KAVANGO RESOURCES PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025 (continued) 80

24. Share-based payments (continued)

In February 2021 the Company granted 3,500,000 share options to the Directors of the Company exercisable at 3.3 pence per share. The options are subject to the Directors being employed by the Company, with half the options vesting after one year and the remainder vesting after two years.

In June and August 2021, the Company granted options to the Directors and management which are subject to the following performance conditions: (i) a minimum service period, ranging between 6 and 24 months; (ii) the Company share has to hit a set threshold on any 5 trading days; and (iii) the option holder has to be employed on the date of exercise, unless employment is terminated by the Company and ‘good leaver provisions’ apply. The options are valid for 7 years from the date of grant. Some of these options were subsequently replaced during the year ended 31 December 2023.

In January 2022 the Board made firm commitments to a Director and management to issue further options in January 2022 but with the vesting period commencing on 1 December 2021. These were issued on 4 January 2022 but have a grant date of 1 December 2021 and have been accounted for from that date.

On 3 February 2023, the Company granted 32,820,000 of new options to the Group’s Directors, employees and contractors. The Company also amended the vesting conditions and exercise price of 10,000,000 existing share options to align them with the new grant. The Directors elected to account for the amendment as a cancelation of the existing options, leading to an accelerated recognition of the remaining option charge of US$ 200,000 in the period ended 31 December 2023, and treated the replacement options as a new grant. The new and amended options were valid for 7 years from the date of grant, or 7 years from the date of original grant for the amended options, with the exercise price of 3p. Of the 42,820,000 new and amended options granted, 37,820,000 are subject the following vesting conditions: (i) a minimum service period, ranging between 6 and 18 months and the Company share price closing at 6p or above on any 5 trading days; or (ii) the Company share price closing at 7.5p or above on any 5 trading days; or (iii) change of control of the Company. The exercise of the options is subject to continuous employment or commercial engagement with the Group on the day of exercise, unless terminated by the Group or the usual ‘good leaver provisions’ apply. The vesting period of these options is therefore variable and is linked to market-based performance conditions. The remaining 5,000,000 options were granted to the Company CEO on the same terms as above except there is no continuous employment requirements. Therefore, and in accordance with applicable accounting standard their fair value was recognised in full on the date of grant. A Monte Carlo model was used to calculate the fair value of the options at the date of grant and, for non-CEO options, to estimate the most likely vesting period.

On 20 November 2023, the Company granted 48,000,000 share options to Directors exercisable at 1.1p per share for a period of 7 years. The Company also granted 20,000,000 share options to some consultants of the Group exercisable at 1.1p per share for a period of 7 years. These options were issued in tranches, with 2,000,000 options issued immediately and the remaining 4,000,000 and 14,000,000 options issued within 12 and 24 months respectively, subject to continuous commercial engagement with the Group.

KAVANGO RESOURCES PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025 (continued) 81

24. Share-based payments (continued)

Share options granted after 1 January 2024
No new share options were granted during the year ended 31 December 2025 and 31 December 2024.

Summary

	31 Dec 2025		31 Dec 2024
	Number of Options	Average exercise price (pence)	Number of Options	Average exercise price (pence)
At 1 January	143,295,000	2.33	146,295,000	2.33
Lapsed	(56,500,000)	2.02	(3,000,000)	3.00
At 31 December	86,795,000	2.52	143,295,000	2.33
Exercisable at 31 December	32,225,000	2.04	74,225,000	1.57

Scheme	Number of Options	Weighted average exercise price (pence)	Weighted average contractual life (years)
2018 Options	13,400,000	2.50	2.84
2019 Options	2,600,000	2.50	3.33
2020 Options	2,725,000	2.80	4.34
2021 February Options	1,500,000	3.30	5.11
2021 June Options	4,750,000	5.00	2.43
2021 August Options	4,000,000	5.63	2.61
2023 February Options	29,820,000	3.00	3.75
2023 November Options	28,000,000	1.10	4.89
Total	86,795,000	2.52	3.88

A charge of US$ 39,000 (2024: US$ 187,000) was recognised in profit or loss in respect of the Company share options.

25. Warrant reserve

Group and Company	31 Dec 2025	31 Dec 2024
	US$’000	US$’000
At 1 January	465	609
Warrants lapsed during the year	(465)	(144)
At 31 December	-	465

During the year ended 31 December 2025, a total of 255,444,437 warrants, with exercise prices between 3 pence and 5.50 pence per share, lapsed unexercised (2024: 24,800,001). No warrants were exercised during the year (2024: none). There are no outstanding warrants in issue as at 31 December 2025 (2024: 255,444,437).

KAVANGO RESOURCES PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025 (continued) 82

26. Non-controlling interests

	31 Dec 2025	31 Dec 2024
	US$’000	US$’000
At 1 January	186	186
Foreign exchange	(3)	-
At 31 December	183	186

As at 31 December 2025, the Group has 90% shareholding in Icon, Ashmead and Shongwe. The purpose of these entities is to hold exploration licences in Botswana. Costs incurred in these entities is capitalised as exploration assets. Other comprehensive loss attributable to non-controlling interests was US$ 3,000 (2024: US$ nil).

27.# 27. Financial instruments

(a) Categories of financial instruments

Financial assets

Group	31 Dec 2025	31 Dec 2024	31 Dec 2025	31 Dec 2024
	US$’000	US$’000	US$’000	US$’000
Financial assets at amortised cost:
Other receivables	352	355	463	287
Cash and cash equivalents	4,599	1,105	980	580
Loan receivables	-	571	-	571
Loans to subsidiaries	-	-	37,196	23,384
	4,951	2,031	38,639	24,822
Financial assets at fair value through profit or loss:
Equity interest in listed securities	102	418	102	418
Investment in convertible loan note	-	-	-	-
Total financial assets	5,053	2,449	38,741	25,240

Financial liabilities

Group	31 Dec 2025	31 Dec 2024	31 Dec 2025	31 Dec 2024
	US$’000	US$’000	US$’000	US$’000
Financial liabilities at amortised cost:
Trade and other payables	1,069	690	215	344
Other borrowings	265	-	-	-
Convertible loan note	-	4,763	-	4,763
	1,334	5,453	215	5,107

There is no material difference between the carrying value and fair value of the Group’s and Company’s cash balances, other receivables, loans receivables, loans to subsidiaries and trade and other payables because of their short maturities.

KAVANGO RESOURCES PLC NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 (continued) 83

Financial instruments (continued)

(b) Fair value hierarchy

Some of the Company’s financial assets are measured at fair value at the end of each reporting period. Valuation techniques in determining the fair values are divided into three levels based on the quality of inputs. There were no transfers between fair value hierarchies in the year ended 31 December 2025 (2024: none).

Level 1 – Quoted market prices
Fair value is determined by reference to unadjusted quoted prices for identical assets and liabilities in active markets where the quoted price is readily available. The following financial assets are recognised in these financial statements at fair value through profit or loss and are classified within the Level 1 category:

Group and Company	31 Dec 2025 US$’000	31 Dec 2024 US$’000
Equity interest in listed securities	102	418

As at 31 December 2024, the fair value of the Company’s investment in Pambili’s ordinary shares of US$ 322,000 was classified as a Level 1 input. However, as detailed in note 15, following the prolonged suspension of Pambili’s shares from trading on the TSX-V, the Directors have concluded that there is no longer an active market for Pambili’s shares. As a result, the fair value measurement has been reclassified to a Level 3 input.

Level 2 – Valuation techniques using observable inputs
Fair value is determined using inputs other than quoted prices included in Level 1 that are observable, directly or indirectly. The Company and Group have no such financial instruments.

Level 3 – Valuation techniques using significant unobservable inputs
Fair value is dependent on significant inputs that are unobservable. As at 31 December 2025, the Company and Group have two financial assets whose fair value is Level 3 (2024: none): the Company’s investment in Pambili’s ordinary shares and investment in Pambili’s convertible loan note. As detailed in note 15, the Directors estimate the fair value of both assets to be nil.

The Board of Directors has overall responsibility for the establishment and oversight of the Group's risk management framework. The Group's risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group's activities. The Group, through its training, management standards and procedures, aims to develop a disciplined and constructive control environment in which all employees understand their roles and obligations. The main financial risks arising from the Group’s and Company’s financial instruments are market risk, credit risk and liquidity risk.

KAVANGO RESOURCES PLC NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 (continued) 84

Financial instruments (continued)

Market risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. This risk comprises currency risk, interest rate risk and equity price risk.

(i) Currency risk
Currency risk is the risk that that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. Currency risk arises on financial instruments that are denominated in a different currency to the entity’s functional currency in which they are measured. Currency risk is monitored on a regular basis. The net carrying amount of financial instruments split by currency are set out below:

Group	31 Dec 2025			31 Dec 2024
	GBP US$’000	USD US$’000	BWP US$’000	GBP US$’000	USD US$’000	BWP US$’000
Cash and cash equivalents	791	3,734	74	404	563	138
Trade and other receivables	462	450	350	933	-	370
Trade and other payables	(215)	(457)	(610)	(61)	-	(66)

Company	31 Dec 2025			31 Dec 2024
	GBP US$’000	USD US$’000	BWP US$’000	GBP US$’000	BWP US$’000	USD US$’000
Cash and cash equivalents	791	189	-	404	176	-
Trade and other receivables	463	-	-	933	-	-
Loan to subsidiaries	37,195	-	-	23,387	-	-
Trade and other payables	(215)	-	-	(61)	(14)	-

The Group's and Company’s exposure to foreign currency risk arises only from monetary financial instruments that are denominated in a different currency to the entity’s functional currency in which they are measured, which is trivial for the Group. Gains and losses on the intercompany funding loans between the UK and Botswana are capitalised as part of the exploration and evaluation intangible assets and therefore there is no exposure for the Group as whole. Exposure to currency risk from other financial instruments is immaterial.

(ii) Interest rate risk
Interest rate risk is the risk that future cash flows of a financial instrument will fluctuate because of changes in interest rates. The exposure to this risk is not considered as the Company and Group have no floating rate external borrowing and are not relying on interest income for funding.

(iii) Equity price risk
The Group and Company are exposed to the equity price risk through their investments in ordinary shares of Power Metals and shares to be issued in Pambili with total carrying value of US$ 102,000 at of 31 December 2025 (2024: US$ 418,000). Securities markets fluctuate, frequently on basis of uncontrollable macroeconomic and geopolitical developments. In addition, there can be developments within a public company that can affect its market valuation. The Directors review public announcements released by Power Metals and Pambili and monitor the liquidity of their shares to mitigate the financial impact of a sudden depreciation in their value.

KAVANGO RESOURCES PLC NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 (continued) 85

Financial instruments (continued)

Credit risk
Credit risk is the risk of financial loss if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk as at 31 December 2025 is detailed below:

For the Group, credit risk arises primarily from cash balances held at banks and loan receivables. The risk in relation to cash balances is mitigated by using only reputable financial institutions with a high credit rating. The Group’s exposure to the amounts due from shareholder is discussed in note 23 and the loan receivables are detailed in note 14. The Company is additionally exposed to credit risk on the intercompany balances with its subsidiaries. The recoverability of these balances is linked directly to the success of the exploration activities of the Group. As discussed in note 13, no impairment indicators exist on the exploration assets and thus the balances are deemed to be recoverable. The Group and Company do not hold any collateral as security.

Liquidity risk
Liquidity risk arises from the possibility that the Company and its subsidiaries might encounter difficulty in settling its debts or otherwise meeting its obligations related to financial liabilities. The Group manages this risk by monitoring its financial resources and carefully planning its exploration expenditure programmes. The Group is dependent upon equity fundraisings to manage its liquidity risk. Undiscounted contractual maturities of financial liabilities are detailed below:

Group	<1 year US$’000	1-2 years US$’000	2-5 years US$’000	Total US$’000
At 31 December 2025
Trade and other payables	1,069	-	-	1,069
Borrowings	120	120	25	265
	1,189	120	25	1,334
At 31 December 2024
Trade and other payables	690	-	-	690
Convertible loan note	4,763	-	-	4,763
	5,453	-	-	5,453

All of the Company’s financial liabilities are due within 12 months (2024: all).

(d) Capital risk management
The Board’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern, to enable the Group to continue its exploration and evaluation activities, and to maintain an optimal capital structure to reduce the cost of capital. The Company and Group have no external borrowing and thus capital consists entirely of equity.

KAVANGO RESOURCES PLC NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 (continued) 86

28. Commitments

The Group’s licence expenditure commitments are:

	31 Dec 2025 US$’000	31 Dec 2024 US$’000
Within 12 months	28	272
Years 2-5	405	117
Total	433	389

As at 31 December 2025 the Group had US$ nil (2024: US$ 163,537) contractual commitments with either geophysics or drilling companies and no contingent liabilities (2024: US$ nil).

29. Related party transactions

Key management personnel consists of Company directors.### Key management personnel compensation

	Group	Company
	31 Dec 2025	31 Dec 2024	31 Dec 2025
	US$’000	US$’000	US$’000
Short-term employee benefits	466	611	418
Post-employment benefits	7	3	7
Share-based payment expenses	9	99	9
	482	713	434

Short-term benefits disclosed above include US$ nil (2024: US$ 94,000) of annual bonuses which were accrued at year end and included within other payables.

Transactions with other related parties

Technical, consulting and administrative services were provided to Kavango Minerals (Pty) Ltd by 3D Exploration Limited, a technical company majority-owned by Hilary Gumbo who is a Director of Kavango Minerals (Pty) Ltd. The total fees billed by 3D Exploration during the year were US$ 154,000 (2024: US$ 156,000) and the transaction was carried out at arms-length.

Communication services were until October 2025 provided by Dynamic Investor Relations Ltd, a communications company majority-owned by Mathew Benjamin Turney who was a director of Kavango Resources Plc. The total fees billed by Dynamic Investor Relations Ltd during the year were US$ 19,000 (2024: US$ 31,000) and the transaction was carried out at arms-length.

During the year-ended 31 December 2024, the Group incurred geological consultancy costs US$ 47,000 provided Jeremy S Brett International Consulting Ltd, a consulting company owned by Jeremy S Brett whilst he was a director of Kavango Resources Plc. The transaction was carried out at arms-length.

During the year-ended 31 December 2024, Peter Wynter Bee subscribed for a total of 1,200,000 convertible loan notes issued by the Company. The transaction was at arms-length and the terms of the convertible loan notes are detailed in note 20. On 28 January 2025 the convertible loan note was converted to ordinary shares in the Company. During the year ended 31 December 2025, Peter Wynter Bee subscribed to 10,000,000 ordinary shares in the Company at £0.01 per share.

KAVANGO RESOURCES PLC NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 (continued)

Related party transactions (continued)

Transactions with Company subsidiaries

During the year ended 31 December 2025, it was identified that certain intercompany transactions within the Group were not recoded against the correct intermediary Group company and some constituted capital contributions as detailed in note 16. The comparative amounts in this note have therefore been restated.

During the year the Company advanced funds to Kavango Minerals (Pty) Limited totalling US$ 67,000 (2024: US$ 707,000). The total loan outstanding as at 31 December 2025 was US$ 9,954,000 (2024, restated: US$ 9,153,000). A loss on foreign exchange of US$ 260,000 (2024: loss of US$ 219,000) was included in the Company’s other comprehensive income. The funds advanced to Kavango Minerals (Pty) Limited at 31 December 2024 were restated to reclassify US$ 1,144,000 to Capital contributions as this related to funds paid by the Company on behalf of the subsidiary.

During the year the Company advanced funds to Kanye Resources (Pty) Ltd totalling US$ 735,000 (2024: US$ 2,774,000). The total loan outstanding as at 31 December 2025 was US$ 8,127,000 (2024, restated: US$ 7,031,000). A loss on foreign exchange of US$ 270,000 (2024: loss of US$ 140,000) was included in the Company’s other comprehensive income. The funds advanced to Kanye Resources (Pty) Ltd at 31 December 2024 were restated to reclassify US$ 319,000 to Capital contributions as this related to funds paid by the Company on behalf of the subsidiary.

During the year the Company advanced funds to Kavango Zimbabwe (Private) Limited totalling US$ 13,660,000 (2024: US$ 4,302,000). The total loan outstanding as at 31 December 2025 was US$ 17,616,000 (2024, restated: US$ 4,281,000). The funds advanced to Kavango Zimbabwe (Private) Limited at 31 December 2024 were restated to reclassify US$ 379,000 to Capital contributions as this related to funds paid by the Company on behalf of the subsidiary.

During the year ended 31 December 2025, the Company advanced no funds to Ashmead Holdings (Pty) Ltd and Icon- Trading Company (Pty) Ltd (2024: US$ 102,000). The total loan outstanding as at 31 December 2025 was US$ 1,498,000 (2024: US$ 1,393,000). Movement in the loan attributable to foreign exchange gain of US$ 105,000.

30. Events after the reporting date

On 7 January 2026, the Board approved the grant of share options over a total of 240,000,000 ordinary shares in the Company to the Group’s directors, employees and consultants. The share options are exercisable at a price of 1 pence per ordinary share, vest after three years and have a contractual life of ten years.

On 16 January 2026, the Company issued 74,016,243 new ordinary shares to Comarton Consultants (Private) Limited and nine Pension Funds that form part of the Comarton Managed Pension Funds Investments Consortium. The new shares were issued at an issue price of £0.01 per share.

On 6 March 2026, the Company completed an equity fundraising in Zimbabwe and United Kingdom, The Company raised approximately US$ 4.7 million through subscription on the VFEX and £2.8 million through subscription in the United Kingdom at £0.01 per share with a total of 629,991,138 ordinary shares issued. As part of the UK subscription, the Chairman and Interim CEO, Peter Wynter Bee, subscribed to 20,000,000 ordinary shares at £0.01 per share.

On 19 March 2026, the Company and the seller agreed to further extend completion under the call option agreement relating to the Nara Gold Project in Zimbabwe, to allow final legal formalities to be completed. The balance of the consideration has been placed into escrow, with completion expected shortly.

31. Ultimate Controlling Party

Purebond Limited is the ultimate controlling party of Kavango Resources Plc.

AI assistant

KAVANGO RESOURCES PLC — Annual Report (ESEF) 2025

KAVANGO RESOURCES PLC ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

CONTENTS

COMPANY INFORMATION

FORWARD LOOKING STATEMENTS

KAVANGO RESOURCES PLC CHAIRMAN’S STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2025 5

Zimbabwe

Botswana

Funding, Zimbabwe

KAVANGO RESOURCES PLC CHAIRMAN’S STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2025 6

Funding, UK

Post Year End Funding

Finance

Corporate Social Responsibility (“CSR”)

Board Structure

KAVANGO RESOURCES PLC CHAIRMAN’S STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2025 7

In Closing

Headcount

Zimbabwe

The Hillside Project

2025 production

Moving to commercial production at Hillside

Bills Luck Gold Mine Geology

Bill’s Luck Mine Maiden Resource

Bill's Luck Mineral Resource Estimate

Mining

Britain

Nightshift

Nightshift Mineral Resources Estimate

Steenbok

Lonely Project (formerly Leopard South)

The Nara Project

Nara Tailings Mineral Resource statement

Corporate Social Responsibility (“CSR”)

Botswana

Kalahari Copper Belt

Ditau

Kalahari Suture Zone

NI43-101 Technical Reports

KAVANGO RESOURCES PLC BOARD OF DIRECTORS AND SENIOR MANAGEMENT 14

Peter Wynter Bee (Chairman and Interim Chief Executive Officer)

Hillary Nyakunengwa Gumbo (Executive Director)

Donald McAlister (Executive Interim Finance Director)

Alexandra (“Alex”) Gorman (Executive Director & Chief Operating Officer)

Gautam Dalal (Non-Executive Director)

KAVANGO RESOURCES PLC STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 15

Principal Activity

Business Review

Principal Risks and Uncertainties

Strategic risk

Concentration risk

Exploration risk

Mining Risk

Environmental, social, and related regulatory risks

Financing

Political, economic, and regulatory regime

Dependence on key personnel

Uninsured risk

Other business risks

Key performance indicators

Capital structure

The task force on climate-related financial disclosures

KAVANGO RESOURCES PLC STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 19

Governance

Materiality

Engagement

Climate Change Action Plan

KAVANGO RESOURCES PLC STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 20

Climate-Related Risks, Opportunities, Impacts and Dependencies

Physical Risks

KAVANGO RESOURCES PLC STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 21

Responsible Energy and Emissions Management

Section 172(1) Statement

Review of business and future developments

Subsequent events

Dividends

Directors

Directors’ indemnities

Use of financial instruments and financial risk management

KAVANGO RESOURCES PLC Annual Report (ESEF) 2025