KAVANGO RESOURCES PLC — Proxy Solicitation & Information Statement 2023

Feb 14, 2023

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title: "Notice of GM"
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date: 2023-02-07 11:38:00+00:00
processor: python-docx+mammoth
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this Document or what action you should take, you should immediately consult your stockbroker, bank manager, solicitor, accountant, or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended). The whole of this Document should be read, but your attention is in particular drawn to the letter from the Chairman in this Document.

If you have sold or otherwise transferred, or you sell or otherwise transfer, all of your holding of ordinary shares in Kavango Resources PLC please send this Document together with the accompanying Form of Proxy at once to the purchaser or transferee or to the stockbroker, bank or other agent through or by whom the sale or transfer was or is effected, for onward delivery to the purchaser or transferee.

Copies of this Document are available, free of charge, at the registered office of Kavango Resources PLC from 9 February 2023 until conclusion of the general meeting.

Kavango Resources PLC

(Incorporated and registered in England and Wales under number 10796849)

Notice of General Meeting

No person should construe the contents of this Document as legal, tax or financial advice and recipients of this Document should consult their own advisers as to the matters described in this Document.

Notice of a General Meeting of Kavango Resources PLC to be held at the offices of the Company’s Solicitors, Druces LLP, Salisbury House, London Wall, London EC2M 5PS at 2:30 p.m. on 28 February 2023 is set out at the end of this Document. Shareholders will find enclosed with this Document a Form of Proxy for use at the General Meeting. To be valid, the Form of Proxy, completed in accordance with the instructions thereon, should be returned as soon as possible but, in any event, so as to be received by Share Registrars Limited, 3 The Millennium Centre, Crosby Way, Farnham, Surrey GU9 7XX at least 48 hours before the time appointed for the meeting (excluding non-working days).

Cautionary note regarding forward-looking statements

This Document contains statements about Kavango Resources PLC that are or may be ‘‘forward-looking statements’’. All statements, other than statements of historical facts, included in this Document including statements about expectations regarding the sufficiency of our cash balance to fund operating expenses and capital expenditures may be forward-looking statements. Without limitation, any statements preceded or followed by, or that include, the words ‘‘targets’’, ‘‘plans’’, ‘‘believes’’, ‘‘expects’’, ‘‘aims’’, ‘‘intends’’, ‘‘will’’, ‘‘may’’, ‘‘should’’, ‘‘anticipates’’, ‘‘estimates’’, ‘‘projects’’ or words or terms of similar substance or the negative thereof, are forward-looking statements. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects and (ii) business and management strategies and the expansion and growth of the operations of Kavango Resources PLC. These forward-looking statements are not guarantees of future performance and have not been reviewed by the auditors of Kavango Resources PLC. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of any such person, or industry results, to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements are based on numerous assumptions regarding the present and future business strategies of such persons and the environment in which each will operate in the future. Investors should not place undue reliance on such forward-looking statements and, save as is required by law or regulation (including to meet the requirements of the Listing Rules, the Market Abuse Regulation, the Disclosure and Transparency Rules and/or the Prospectus Regulation), Kavango Resources PLC does not undertake any obligation to update publicly or revise any forward-looking statements (including to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based). All subsequent oral or written forward-looking statements attributed to Kavango Resources PLC or any persons acting on its behalf are expressly qualified in their entirety by the cautionary statement above. All forward-looking statements contained in this Document are based on information available to the Directors of Kavango Resources PLC at the date of this Document, unless some other time is specified in relation to them, and the Posting or receipt of this Document shall not give rise to any implication that there has been no change in the facts set forth herein since such date.

Notice to overseas persons

The distribution of this Document in certain jurisdictions may be restricted by law and therefore persons into whose possession this Document comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

DEFINITIONS

“2022 Prospectus”	the prospectus published by the Company and approved by the FCA on 18 November 2022
“Act”	the Companies Act 2006
“Arigo”	Arigo Capital Limited (Rwanda), the subscriber to the October 2022 Subscription
“Company” or “Kavango”	Kavango Resources PLC (registered number 10796849)
“CREST”	the electronic settlement system for UK and Irish securities operated by Euroclear UK & International Limited
“Directors” or “Board”	the directors of the Company
“Document”	this document
“Form of Proxy” or “Proxy Form”	the form of proxy accompanying this Document
“FCA”	the UK Financial Conduct Authority
“Fundraising”	together, the Placing, the Subscription and the October 2022 Subscription
“General Meeting” or “GM”	the General Meeting of the Company to be held at the offices of the Company’s Solicitors, Druces LLP, Salisbury House, London Wall, London EC2M 5PS at 2:30p.m. on 28 February 2023, notice of which is set out at the end of this Document
“Notice of General Meeting”	the notice of general meeting set out on page 8 of this Document
“October 2022 Subscription”	the conditional subscription for 27,777,777 new Ordinary Shares by Arigo with one-for-one warrants attached, as announced on 25 October 2022
“Ordinary Shares”	the ordinary shares of £0.001 each in the capital of the Company
“Placee”	a person who confirmed their agreement to the Company to subscribe for new Ordinary Shares under the Placing
“Placing”	the conditional placing of 158,555,555 new Ordinary Shares on behalf of the Company with one-for-one warrants attached, as announced on 24 October 2022
“Posting”	the posting of this Document and the Form of Proxy
“Resolutions”	the resolutions set out in the GM notice on page 8 of this Document
“Shareholders”	the holders of the Ordinary Shares in the Company as at the date of this Document
“Subscriber”	a person who confirmed their agreement to the Company to subscribe for new Ordinary Shares under the Subscription
“Subscription”	the conditional subscription of 8,111,105 new Ordinary Shares on behalf of the Company with one-for-one warrants attached, as announced on 24 October 2022
“UK” or “United Kingdom”	the United Kingdom of Great Britain and Northern Ireland
“Warrants”	the warrants to conditionally subscribe in aggregate for 194,444,437 new Ordinary Shares, exercisable at 3p for a term of 24 months from the date of issue pursuant to the Fundraising
“£” or “pounds”	Great British pounds, the basic unit of currency in the United Kingdom

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

2023

Date of this Document and Posting of the Form of Proxy 9 February

Latest time and date for receipt of the Form of Proxy 2:30 p.m. on 24 February

General Meeting 2:30 p.m. on 28 February

Notes:

(1) References to times in this Document are to London Time (unless otherwise stated).

LETTER FROM THE CHAIRMAN OF KAVANGO RESOURCES PLC

Salisbury House

London Wall

London EC2M 5PS

Registered Number: 10796849

9 February 2023

To all holders of Ordinary Shares

Dear Shareholder

1. Notice of General Meeting

A General Meeting is to be held at the offices of the Company’s Solicitors, Druces LLP, Salisbury House, London Wall, London EC2M 5PS at 2:30 p.m. on 28 February 2023. A summary and explanation of each of the Resolutions being proposed at the meeting is set out in section 2 on pages 6 to 7. Please note that this is not the full text of the Resolutions, and you should read section 2 in conjunction with the Resolutions contained in the Notice of General Meeting at the end of this Document.

The purpose of this letter is to outline the details of the business to be conducted at the GM, and to explain why the Directors unanimously consider these proposals to be in the best interests of the Company.

2. General Meeting and Resolutions

The business to be conducted at the GM consists of consideration of the following resolutions:-

Background to Resolutions 1 and 2

As announced on 24 October 2022 and 25 October 2022, and pursuant to the Fundraising, in conjunction with the approval by the FCA of the 2022 Prospectus as announced on 18 November 2022, the Company has committed to issue to each Placee, Subscriber and Arigo one-for-one warrants totalling 194,444,437 warrants in aggregate. The issue of the warrants is subject to approval of shareholders at a general meeting before they can be exercised. Following approval by shareholders, the warrants are exercisable at 3p per share for a term of 24 months from the date of issue.

Under UK company law, directors of a company incorporated in England must have specific authority from shareholders to allot and issue any of the company’s Ordinary Shares and equity securities, or to grant rights to subscribe for such securities. Additionally, when the directors of a company incorporated in England determine that it is in the best interests of the company to issue shares / securities for cash, the company must first offer those shares on the same terms to existing shareholders of the company on a pro-rata basis (often referred to as a statutory pre-emption right) unless this statutory pre-emption right is dis-applied, or opted out of, by the approval of shareholders. Accordingly the issue of the Warrants requires the authority of shareholders, and the disapplication by shareholders of the statutory pre-emption rights.

We are therefore inviting shareholders to pass the resolutions necessary to enable the Company to issue the Warrants. Once issued, no further resolutions of shareholders will be required to approve an authorise the issue of Ordinary Shares on the exercise of any Warrants.

If fully exercised, the Warrants would provide a further injection of capital into the Company of approximately £5.8 million, with only nominal additional costs. The Warrants represent approximately 27.6% of the Company’s current issued share capital.

Your Board considers that the proposed issue of the Warrants contained in resolutions 1 and 2 are appropriate for the needs of the Company and is in the interests of shareholders.

Resolution 1: Approving the issue of the Warrants

Resolution 1 is proposed to grant the Directors the authority under section 551 of the Act to issue warrants to subscribe for equity securities with an aggregate nominal value of up to £194,444.44 in the Company. The authority sought in Resolution 1 at the General Meeting will expire on 28 April 2023 and will be in addition to any prior authority given to the Directors.

Resolution 2: Disapplication of statutory pre-emption rights in relation to the Warrants

This resolution is a special resolution and if passed gives the Directors authority to issue the Warrants, thereby granting rights to subscribe for or convert any security into shares, without first offering the Warrants to existing shareholders in proportion to their holdings. Resolution 2 therefore authorises the disapplication of pre-emption rights on the issue of the Warrants. The authority sought in Resolution 2 at the General Meeting will expire on 28 April 2023 and will be in addition to any prior authority given to the Directors.

Resolution 1 will be proposed as an ordinary resolution which means that for each of those resolutions to be passed, more than half the votes cast must be cast in its favour. Resolution 2 will be proposed as a special resolution which mean that for the resolution to be passed, at least three-quarters of the votes cast must be cast in its favour.

1. Action to be taken

Shareholders will find enclosed with this Document a Form of Proxy for use in connection with the General Meeting. The Form of Proxy should be completed and returned in accordance with the instructions thereon so as to be received by Share Registrars Limited, 3 The Millennium Centre, Crosby Way, Farnham Surrey GU9 7XX as soon as possible and in any event not later than 48 hours before the time of the GM (excluding non-working days). Completion and return of the Form of Proxy will not prevent a Shareholder from attending and voting at the meeting should they so wish.

The Resolutions will only be passed if they are approved by the requisite majority at the General Meeting. It is therefore important that you either vote in person or by proxy at the General Meeting.

Shareholders are reminded that, if their Ordinary Shares are held in the name of a nominee, only that nominee or its duly appointed proxy can be counted in the quorum at the General Meeting.

1. Recommendation

The Board considers that the Resolutions to be proposed at the GM are in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors unanimously recommend that you vote in favour of the Resolutions set out in the Notice of the General Meeting as the Directors intend to do in respect of their own beneficial shareholdings.

Whether or not you are able to attend the General Meeting in person, please read the Notice of the General Meeting set out at the end of this Document and the enclosed Form of Proxy, including the notes thereto, to ensure you are able to record your votes in respect of the Resolutions to be proposed at the General Meeting.

Yours sincerely,

David SmithNon-Executive Chairman

NOTICE OF GENERAL MEETING

KAVANGO RESOURCES PLC Registered in England and Wales with number 10796849

NOTICE is hereby given that a General Meeting of Kavango Resources PLC will be held at the offices of the Company’s Solicitors, Druces LLP, Salisbury House, London Wall, London EC2M 5PS at 2:30 p.m. on 28 February 2023 to consider and, if thought fit, pass resolution 1 as an ordinary resolution and resolution 2 as a special resolution:

Resolution 1

THAT in addition to all existing authorities conferred on the directors of the Company (“Directors”) pursuant to section 551 of the Companies Act 2006 (the “Act”), the Directors be and are hereby generally and unconditionally authorised, in accordance with section 551 of the Act, to exercise all powers of the Company to grant rights to subscribe for equity securities with an aggregate nominal value of up to £194,444.44 in the Company (the “Warrants”), in connection with the issue of the Warrants. The authority referred to in this resolution shall expire on 28 April 2023.

Resolution 2

THAT in addition to all existing powers granted to the Directors pursuant to section 570 and/or 571 of the Act, and subject to and conditional on the passing of Resolution 1 above, the Directors be authorised, pursuant to section 570 of the Act, to grant rights to subscribe for equity securities with an aggregate nominal value of up to £194,444,44 in the Company, as if section 561 of the Act did not apply to any such allotment and issuance, provided that this authority shall (a) be limited to the issue of the Warrants, as defined in Resolution 1 above and (b) expire (unless previously renewed, varied or revoked by the Company in general meeting) on 28 April 2023.

By Order of the Board.

Matthew Benjamin TurneyChief Executive Officer

Dated 9 February 2023

Please see Explanatory Notes on pages 9 to 11.

Explanatory Notes:

1. ENTITLEMENT TO ATTEND AND VOTE

Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the Company specifies that only those members registered on the Company’s register of members at:

• 2:30 p.m. on 24 February 2023; or,

• if this General Meeting is adjourned, 48 hours before the time of the adjourned meeting (excluding non-working days), shall be entitled to vote at the meeting.

• APPOINTMENT OF PROXIES

If you are a member of the Company at the time set out in note 1 above, you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at the General Meeting and you should have received a proxy form with this notice of meeting. You can only appoint a proxy using the procedures set out in these notes and the notes to the proxy form.

A proxy does not need to be a member of the Company but must attend the meeting to represent you. Details of how to appoint the Chairman of the meeting or another person as your proxy using the proxy form are set out in the notes to the proxy form. If you wish your proxy to speak on your behalf at the meeting you will need to appoint your own choice of proxy (not the Chairman) and give your instructions directly to them.

You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, you may photocopy the proxy form provided and submit all such forms to Share Registrars Limited.

To direct your proxy how to vote on the resolutions, mark the appropriate box with an “X”. A vote “withheld” is not a vote in law, which means that the vote will not be counted in the calculation of votes “For” or “Against” the resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting.

1. APPOINTMENT OF PROXY USING HARD COPY PROXY FORM

The notes to the proxy form explain how to direct your proxy how to vote on each resolution or withhold their vote.

You can register your vote(s) for the General Meeting either:

• by logging on to www.shareregistrars.uk.com, clicking on the “Proxy Vote” button and then following the on-screen instructions;

• by post or by hand to Share Registrars Limited, 3 The Millennium Centre, Crosby Way, Farnham, Surrey GU9 7XX using the proxy form accompanying this notice;

• in the case of CREST members, by utilising the CREST electronic proxy appointment service in accordance with the procedures set out in note 5 below.

In order for a proxy appointment to be valid the proxy must be received by Share Registrars Limited by 2:30pm on 24 February 2023.

In the case of a member which is a company, the proxy form must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any corporation which is a member may also appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.

Any power of attorney or any other authority under which the proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form.

1. APPOINTMENT OF PROXY BY JOINT MEMBERS

In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company’s register of members in respect of the joint holding (the first-named being the most senior).

1. APPOINTMENT OF PROXY THROUGH CREST

CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the meeting and any adjournment(s) of it by using the procedures described in the CREST Manual (available via www.euroclear.com). CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

For a proxy appointment or instructions made using the CREST service to be valid, the appropriate CREST message (a CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear UK & International Limited’s (EUI) specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by Share Registrars Limited (ID 7RA36) no later than 2:30 p.m. on 24 February 2023, or, in the event of an adjournment of the meeting, 48 hours before the adjourned meeting (excluding non-working days). For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer’s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUI does not make available special procedures in CREST for any particular message. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member, or has appointed a voting service provider(s), to procure that his/her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

1. CHANGING PROXY INSTRUCTIONS

To change your proxy instructions simply submit a new proxy appointment using the methods set out above. Note that the cut-off time for receipt of proxy appointments (see above) also apply in relation to amended instructions; any amended proxy appointment received after the relevant cut-off time will be disregarded.

Where you have appointed a proxy using the hard-copy proxy form and would like to change the instructions using another hard-copy proxy form, please contact Share Registrars Limited.

If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence. If the Company is unable to determine which appointment was last validly received, none of them shall be treated as valid in respect of that share.

Any alterations made to the Proxy Form should be initialled.

1. TERMINATION OF PROXY APPOINTMENTS

In order to revoke a proxy instruction you will need to inform the Company by sending a signed hard copy notice clearly stating your intention to revoke your proxy appointment as above. In the case of a member which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of such power or authority) must be included with the revocation notice.

The revocation notice must be received by Share Registrars Limited no later than 48 hours (excluding non-working days) before the commencement of the meeting or any adjourned meeting. If you attempt to revoke your proxy appointment but the revocation is received after the time specified then, subject to the paragraph directly below, your proxy appointment will remain valid.

Appointment of a proxy does not preclude you from attending the meeting and voting in person. If you have appointed a proxy and attend the meeting in person, your proxy appointment will automatically be terminated.

1. CORPORATE REPRESENTATIONS

Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided they do not do so in relation to the same shares.

1. NOMINATED PERSONS

If you are not a member of the Company but you have been nominated by a member of the Company to enjoy information rights, you do not have a right to appoint any proxies under the procedures set out in the “Appointment of proxies” section above.

If you are a person who has been nominated under section 146 of the Act to enjoy information rights (Nominated Person):

You may have a right under an agreement between you and the shareholder of the Company who has nominated you to have information rights (Relevant Shareholder) to be appointed or to have someone else appointed as a proxy for the meeting.

If you either do not have such a right or if you have such a right but do not wish to exercise it, you may have a right under an agreement between you and the Relevant Shareholder to give instructions to the Relevant Shareholder as to the exercise of voting rights.

Your main point of contact in terms of your investment in the Company remains the Relevant Shareholder (or, perhaps, your custodian or broker) and you should continue to contact them (and not the Company) regarding any changes or queries relating to your personal details and your interest in the Company (including any administrative matters). The only exception to this is where the Company expressly requests a response from you.

The rights relating to proxies set out in note 2 do not apply directly to nominated persons.

1. ISSUED SHARES AND TOTAL VOTING RIGHTS

As at the close of business on 8 February 2023, the Company’s issued ordinary share capital comprised 705,569,314 ordinary shares of £0.001 each. Each ordinary share carries the right to one vote at the General Meeting of the Company and, therefore, the total number of voting rights in the Company as at close of business on 8 February 2023 is 705,569,314.

1. DOCUMENTS ON DISPLAY

Copies of the service contract of the executive directors and the non-executive directors’ contracts for services are available for inspection at the Company’s registered office during normal business hours and at the place of the meeting from at least 15 minutes prior to the meeting until the end of the meeting.

1. COMMUNICATION

Except as provided above, members who have general queries about the meeting should email them to enquiries@sharegistrars.uk.com or call the shareholder helpline of Share Registrars Limited on 01252 821390. If you are outside the United Kingdom, please call +44 1252 821390. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 9.00 a.m. to 5.00 p.m. Monday to Friday excluding public holidays in England and Wales (no other methods of communication will be accepted).

You may not use any electronic address provided either in this Notice of General Meeting or any related documents to communicate with the Company for any purposes other than those expressly stated.