Kendrick Resources Plc (LSE: KEN), the mineral exploration and development company, further to its announcement on 21 January 2026 is pleased to announce that it has exercised its option and entered into a definitive agreement with Bonya Exploration Pty Namibia ("Bonya") which owns Namibia exploration licences EPL4458 and EPL 6691 (the "Licences") and Bonya's shareholder (the "Agreement") under which Kendrick will hold a 70% interest in the Licences which have prospectivity for the development of  a Rare Earth mining project (the "Project"). 

Highlights

·    The Agreement has been entered into based on reconnaissance and evaluation work undertaken by the Kendrick Team in relation to the Licences.

·    Discussions are underway with Bonya to agree the most effective and quickest means of evaluating and developing the rare earth carbonatites on licences EPL4458 and EPL 6691.

Colin Bird, Executive Chairman of Kendrick Resources Plc commented:

" We are pleased to announce that we have exercised our option on the two rare earth licences close to Luederitz in Namibia. Our technical due diligence has been most satisfactory demonstrating that the projects have very high potential relative to other global rare earth projects. We are particularly pleased with the huge amount of data that we will inherit including actual drill holes, unassayed core, numerous trenches and geophysics together with basic metallurgical test work. 

We are wasting no time in commencing our drill programme conducting further metallurgical test work and progressing the project with a fast-track approach. 

Initial observations and results suggest that the concentration of elements are in the magnetic properties grouping. They are used to manufacture powerful permanent magnets found in electric vehicles, wind turbines and smartphones. Due to their unique magnetic and electronic properties they play a critical role in renewable energy systems and advanced defence technologies.  Essentially we are entering into a potentially high grade, high tonnage, much sought after rare earth arena which may well be one of the major undeveloped projects on the planet.

Last but not least subject to the usual regulatory processes the Board look forward to Wilhelm Shali joining the Kendrick Board as a non - executive director and his contribution to the development of Kendrick."

Key conditions of the Agreement

Kendrick has entered  into the Agreement with  Bonya and Wilhelm Shali (together the "Partners").

The consideration payable is i) USD300,000 cash consideration and ii) the issue of 22,000,000 ordinary shares in Kendrick (the "Consideration Shares") which are subject to the lock in and orderly market conditions detailed below.  Further consideration of USD500,000 and a further 3,000,000 Consideration Shares will be payable when the Licences have been granted an extension of at least 18 months.

Wilhelm Shali, a Namibian business man, with extensive experience in exploration, mining, property and agriculture shall, subject to completion of the requisite regulatory checks be appointed as a non-executive director of Kendrick Resources Plc.

Kendrick shall undertake and fund all work reasonably required to advance the Project to preliminary economic feasibility study ("PEFS"). Upon completion of the PEFS (or earlier by mutual agreement) Bonya will form a special purpose vehicle (SPV) to be 100% owned by Bonya and the parties will enter into a joint venture and shareholders agreement.  The SPV will be responsible for developing the Project and raising the funds to take the project from PEFS into production.

The Partners have a 30% carried interest in relation to exploration, development and production expenditure incurred in respect of the Licences.

On commercial production a 2% net smelter royalty shall be payable and 60% of cashflows will be retained by Kendrick until it has fully recovered and funds it has advanced with the balance of 40% distributed in accordance with the parties equity interests.

If there is a sale of the Licences / Project and / or any Bonya shares that cede ownership of Bonya or its assets then Kendrick shall be entitled to 50% of the proceeds.

The Consideration Shares shall, unless agreed to in writing by Kendrick,  be subject to a six month lock up and thereafter six months orderly market conditions under which Kendrick would have 30 days to arrange a sale of the Consideration Shares and only up to 50% of the Consideration Shares can be sold in any one transaction.

The Agreement is under English law.

Application will be made to the Financial Conduct Authority and the London Stock Exchange for the 22,000,000 new Ordinary Shares, to be admitted to the Official List and to trading on the London Stock Exchange's main market for listed securities (the "Admission"). It is expected that Admission will become effective and that dealings will commence at 8.00 a.m. on or around 2 March 2026.

Following the issue of the 22,000,000 new Ordinary Shares, the Company's total issued share capital will consist of 315,248,152 Ordinary Shares with voting rights. The Company does not hold any Ordinary Shares in treasury and accordingly there are no voting rights in respect of any treasury shares. 

On Admission, the above mentioned figure of 315,248,152 Ordinary Shares may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, Kendrick under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.

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