REG - Kibo Energy PLC - Carbon Resilience Acquisition , CLN & AFS Update

Kibo EnergyAnnouncement

08/10/2025 07:30

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RNS Number : 5332C  Kibo Energy PLC  08 October 2025

Kibo Energy PLC (Incorporated in Ireland)

(Registration Number: 451931)

(External registration number: 2011/007371/10)

LEI Code: 635400WTCRIZB6TVGZ23

Share code on the JSE Limited: KBO

Share code on the AIM: KIBO

ISIN: IE00B97C0C31

('Kibo' or 'the Company')

 

Dated: 8 October 2025

 

Kibo Energy PLC ('Kibo' or the 'Company')

 

Conditional Acquisition of Carbon Resilience Pte Limited, Convertible Loan
Note and Financial Reporting Update

 

Kibo Energy PLC (AIM: KIBO, AltX: KBO) is pleased to announce that it has
entered into a conditional sale and purchase agreement (the "SPA") with FA SPC
Real Asset Income Limited (the "Vendor"), part of the institutional asset
management platform of the ARIA Commodities' group, to acquire Carbon
Resilience Pte Limited (the "Target"), a privately held utility-scale
industrial decarbonisation and renewable energy company .

 

The Target controls a portfolio of onshore wind, solar, and battery energy
storage projects in Queensland, Australia with combined potential generation
capacity of over 14GW across 900,000 hectares.

 

The proposed acquisition (the "Transaction") would be the first step in Kibo's
strategy to develop and operate large-scale firmed clean power solutions to
support grid supply, industrial electrification, data centres, critical
minerals processing, green steel and low-carbon liquid fuels production.

 

Key Terms of the conditional SPA

 

·    Structure: Kibo will acquire 100% of the issued share capital of the
Target, together with the benefit of any outstanding shareholder loans.

·    Share consolidation: the Company will seek shareholder approval for a
1600:1 consolidation of the ordinary shares of the Company on the basis that
one new ordinary share shall be issued for every one thousand six hundred
(1600) shares in issue.

·    Consideration: The purchase price is US$ 135 million, to be satisfied
by the issue of c. 966 million new Kibo ordinary shares at a deemed issue
price of £0.104 (10.4 pence) per share (post share consolidation), subject to
adjustment based on the results of the Due Diligence investigation.

·    Portfolio: The Target's portfolio comprises 8 strategically located
project sites which take into consideration grid access points, social and
community benefits whilst supporting Queensland's pathway for sustainable
energy. The primary resource of the project locations is onshore wind which
has the capacity to co-locate Solar PV and Battery Energy Storage Solutions
(BESS) to support delivering a firm power solution.

·    The portfolio's potential capacity of over 14 GW represents a
significant opportunity to advance climate change mitigation, drive economic
growth through job creation in both construction and long-term operations, and
deliver community benefits through employment and regional revitalization with
large-scale, firmed clean power solutions that will support grid supply,
industrial electrification, data centres, critical minerals processing, green
steel production, and low-carbon liquid fuels.

 

·    Conditions Precedent: Completion of the SPA is conditional upon,
inter alia:

 

o Publication of an AIM admission document including audited historical
financial information for both Kibo and the Target;

o Approval of the Transaction by Kibo shareholders at a General Meeting; and

o Such other standard conditions precedent including, inter alia, completion
of satisfactory mutual due diligence by all parties, board approvals, AIM the
JSE & other relevant regulatory authority approvals including obtaining a
waiver from Irish Takeover Panel where required.

 

The Transaction would qualify as a reverse takeover transaction ("RTO") under
AIM Rule 14, given the Company's cash shell status. Further details will be
set out in the admission document upon completion of the RTO.

 

Convertible Loan Note

 

The Company has issued a Convertible Loan Note to an institutional investor
(the "Noteholder") to provide funding to the Company of up to £150,000 for
general working capital purposes and to cover the initial RTO costs (the
"CLN"). This will allow the Company's Nomad and advisors to start the due
diligence process and preparation of the admission document and related
documentation. Furthermore, the Company will need to complete a further
fundraise, expected to be in the form of a separate Convertible Loan Note, to
cover additional working capital requirements and RTO costs. A further
announcement will be made when this is finalised.

 

The key terms of the CLN are as follows:

 

·    Maturity Date: date on which Kibo's shares are re-admitted for
trading on AIM following the completion of the RTO

·    Zero percent rate of interest

·    Conversion Date: convertible on Maturity Date

·    Conversion Price: 20% discount to the re-admission price

·    Face value to be, at the election of the Noteholder on Maturity Date:

o Repaid in cash; or

o Converted into ordinary shares of the Company at the Conversion Price.

 

Financial Reporting Update

 

As previously announced, trading in the Company's ordinary shares on AIM
remains suspended pending the completion of a potential RTO, publication of
the admission document and re-admission of the Company's shares to trading on
AIM.

 

The audited accounts for the year ended 31 December 2024 and the interim
results for the six months ended 30 June 2025 will be published together as
part of the Company's admission document at the time of re-admission to
trading on AIM.

 

 

Next Steps and Timetable

 

Following the completion of the due diligence process, a General Meeting will
be convened to seek shareholder approval in due course. The Company will also
be required to undertake a fundraising in connection with the Transaction.

 

Further announcements will be made as appropriate, including in relation to
the expected timetable for re-admission.

 

Whilst the Company and Vendor are committed to completing the RTO there can be
no guarantee that it will complete, and investors should note that completion
remains subject to substantial conditions. Furthermore, to complete the
required work on the RTO, including due diligence, the Company needs to raise
additional funds.

 

This announcement contains inside information as stipulated under the Market
Abuse Regulations (EU) no. 596/2014.

 

**ENDS**

 

For further information please visit www.kibo.energy (http://www.kibo.energy/)
or contact:

 

 Cobus van der Merwe  info@kibo.energy  Kibo Energy PLC                        Chief Executive Officer
 James Biddle         +44 207 628 3396  Beaumont Cornish Limited               Nominated Adviser

 Roland Cornish
 James Sheehan        +44 20 7048 9400  Global Investment Strategy UK Limited  Joint Broker

 

Beaumont Cornish Limited ('Beaumont Cornish') is the Company's Nominated
Adviser and is authorised and regulated by the FCA. Beaumont Cornish's
responsibilities as the Company's Nominated Adviser, including a
responsibility to advise and guide the Company on its responsibilities under
the AIM Rules for Companies and AIM Rules for Nominated Advisers, are owed
solely to the London Stock Exchange. Beaumont Cornish is not acting for and
will not be responsible to any other persons for providing protections
afforded to customers of Beaumont Cornish nor for advising them in relation to
the proposed arrangements described in this announcement or any matter
referred to in it.

 

Johannesburg

8 October 2025

Corporate and Designated Adviser

River Group

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