REG - Kibo Energy PLC - Results for the Year Ended 31 December 2023
23/12/2024 12:00
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RNS Number : 1332R Kibo Energy PLC 23 December 2024
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: 23 December 2024
Kibo Energy PLC ('Kibo' or the 'Company')
Results for the Year Ended 31 December 2023
Kibo Energy PLC ("Kibo" or the "Company") is pleased to release its
consolidated annual financial results for the year ended 31 December 2023.
The Company's Annual Report, which contains the full financial statements, is
in the process of being prepared for dispatch to shareholders. A copy of this
Annual Report will also be available on the Company's website at
(https://kibo.energy/wp-content/uploads/Kibo-Annual-Report-2022-Final.pdf)
(https://kibo.energy/wp-content/uploads/Kibo-Annual-Report-2022-Final.pdf)
https://kibo.energy/wp
(https://kibo.energy/wp-content/uploads/Kibo-Annual-Report-2022-Final.pdf) -
content/uploads/Kibo-Annual-Report-2023-Final.pdf
(https://kibo.energy/wp-content/uploads/Kibo-Annual-Report-2023-Final.pdf) .
(https://kibo.energy/wp-content/uploads/Kibo-Annual-Report-2023-Final.pdf)
Details of the date and venue for the Company's AGM will be announced in due
course.
These accounts cover the period prior to the Company's decision to dispose of
its operating assets as held by Kibo Mining (Cyprus) Limited and therefore
should be read in that context. Similarly, the Company disposed of its
interest in MED on 30 September 2024. The Company is currently an AIM Rule 15
cash shell having had the disposal of Kibo Cyprus approved by Shareholders on
11 October 2024. As such the Company has six months to complete a Reverse
Takeover pursuant to AIM Rule 14, failing which its shares will be suspended
from trading on AIM.
Overview
Financial results (includes the consolidated results of MAST Energy
Developments Plc)
· Total revenues £341,207 (2022: £1,036,743).
· Operating loss £5,518,089 (2022: £ 10,570,952 loss).
· Loss after tax for the year ended December 2023 £5,715,341 (2022:
£10,908,524 loss) includes:
§ £97,340 loss (2022: £181,684 loss) from the equity accounted results of
Katoro Gold Plc ("Katoro"), which is separately funded.
§ £3,539,394 loss (2022: £2,732,982 loss) from the consolidated results of
Mast Energy Developments Plc ("MED"), which is separately funded.
§ £2,289,372 (2022: £7,038,930) impairment loss mainly on Mast Energy
Developments plc (Bordersley and Stather Road sites) due to the current market
conditions, most notably the high inflation and interest rates.
· Administrative expenditure decreased to £2,164,670 in the year ended
December 2023 (2022: £2,579,028).
· Listing and capital raising fees increased from £363,368 in 2022 to
£855,323 in 2023.
· Renewable energy and exploration project expenditure of £326,093
(2022: £847,567) incurred in 2023 by Kibo's subsidiaries being mainly MAST
Energy Developments plc on Bordersley, Pyebridge and Rochdale and on Sustineri
Energy (Pty) Ltd on its waste-to-energy project in South Africa.
· Cash outflows from company operating activities have decreased to
£826,268 (2022: £2,595,108 cash outflow).
· Group net debt position (cash less debt) is (£6,238,964) (2022:
(£5,032,945) net debt).
· Company net debt position (cash less debt) is (£2,318,631) (2022:
(£2,659,817) net debt.
· Basic and diluted loss per share of £0.001 for 2023 (2022: basic and
diluted £0.003).
· Headline loss per share of £0.0004 for December 2023 (2022: headline
loss per share of £0.0009).
Operational highlights in the year 2023 to date
· Commenced with an optimisation and integration study into the
production of synthetic oil from non-recyclable plastic waste on the 2.7 MW
plastic-to-syngas project under Sustineri Energy (Pty) Ltd ('Sustineri Energy'
or 'Sustineri'), a joint venture ('JV') in which Kibo holds 65% and Industrial
Green Energy Solutions ('IGES') holds 35%, which could add a potential
accelerated additional revenue stream to the project.
· As part of the Mbeya Power Project, the Company has determined a due
diligence scope of work and process for the Tanzania Electric Supply Company
Limited ('TANESCO') in line with key project milestones and established a
Joint Technical Committee to ensure these milestones are met as agreed to, as
previously announced by the Company with regards to its renewed Memorandum of
Understanding ('MOU').
· Kibo subsidiary Mast Energy Developments plc ('MED') relinquished its
existing T-4 Capacity Market ('CM') contract for its Pyebridge site and was
successful in the pre-qualification for two new bids, which resulted in a T-1
CM contract at £60/kW/pa and a T-4 CM contract that cleared at a record price
of £63/kW/pa.
· MED furthermore reprofiled the outstanding loan balances on its
existing loan facilities as well as entered a Heads of Terms ('HoT') for a new
JV agreement between MED and a new institutional-led consortium, who will
inject all required capital into the JV with an expected total investment
value of c. £31 million, with no funding contribution required from MED.
· In July 2023, the Sustineri biofuel project was granted an integrated
Environment Authorisation ('EA') (RNS dated 3 July 2023) and a further
integration study is currently underway to align the test results with
feedstock characteristics, as previously announced in an RNS dated 2 May 2023.
Post period highlights
· Ajay Saldanha and Louis Coetzee retired from the Board as directors
of the Company on 10 January 2024 and 5 July 2024 respectively.
· On 11 January 2024 the Company announced the allotment of 500,000,000
new ordinary Kibo shares of €0.0001 each to RiverFort representing
conversion of accrued fees and interest totalling £161,000 forming part of
the outstanding balance of £1,106,146.72 reported by the Company owing to
RiverFort under the Facility Restatement Agreement signed on 11 April 2023.
The conversion price was £0.000322 (0.0322 pence) calculated as 92% of the
lowest daily VWAP over the ten (10) Trading Days immediately preceding the
date of the conversion notice in accordance with the terms of the Facility
Restatement Agreement.
· On 8 March 2024, a further 81,081,081 shares in settlement of an
invoice to a separate service provider at a deemed price of 0.037p for a total
of £30,000 were issued.
· On 16 January 2024 the Company provided a strategy update on its
bio-coal development test work as part of its commitment to on-going
sustainable clean energy solutions. It advised that it is currently
formulating a joint development agreement with a multinational food and
beverage producer ("the Client") intended to be funded equally (i.e., 50-50)
by Kibo and the Client. The objective of this collaboration is to build and
operate a pilot plant that will produce bio-coal as a preliminary step towards
the establishment of a comprehensive production-scale facility. This
initiative, subject to a successful pilot plant and financing, will enable the
Client to transition from the use of fossil coal to bio-coal in its
comprehensive boiler fleet, without any reconfiguration, aligning with
established Environmental, Social and Governance (ESG) compliance standards.
Furthermore, it noted that it has received conditional preliminary approval
for development funding, subject to due diligence, from a prominent
development banking institution in Southern Africa for one of the Company's
existing waste-to-energy projects. It should be noted that Kibo no longer has
any interest in this project following the sale of Kibo Mining (Cyprus)
Limited to Aria Capital Management Limited in October 2024.
· On 9 February 2024 the Company held an extraordinary general meeting
where it obtained shareholder approval to renew its ability to issue shares
without applying pre-emption rights and to update its Memo & Articles of
Association to align with all authorities approved by Shareholders at previous
general meetings.
· On 25 July 2024 the Company held an extraordinary general meeting
where it obtained shareholder approval to increase its ordinary authorised
share capital to 30 billion shares of €0.0001 each.
· On 11 October 2024 the Company held an extraordinary general meeting
where it obtained shareholder approval for the sale of its wholly owned
subsidiary, Kibo Mining (Cyprus) Limited to Aria Capital Management Limited.
· On 7 June 2024, the Company announced a major corporate restructuring
and repositioning of the Company that included, inter alia, the conditional
appointment of four new directors to the board including a new CEO and non
-executive Chairman, creditor restructuring and settlement, review of its
existing energy portfolio, Option awards to directors and a Placing for
£500,000.
· On 20 June 2024 the Company announced a modification to its
announcement on 7 June whereby the number of new directors to be appointed to
the board was reduced from four to two, and a revised reduced placing of
£340,000 by way of new broker sponsored placing and private subscriptions.
· On 25 June 2024, the Company announced that it was unlikely it could
meet its 30 June 2024 deadline for the publication of its 2023 audited
accounts following which it would be suspended from trading on AIM effective
7.30 .m. on 1 July 2024 and also provided details for the admission of the new
shares to be issued further to the £340,000 placing announced on 20 June
2024.
· On 27 June 2024, the Company announced further changes to the placing
details announced on 20 June 2024 as regards placing amount, placing price,
placees and schedule for admission of placing shares to AIM. The placing
amount was increased from £340,000 to £350,000 and at a placing price of
0.0084 pence and the issue of 4,166,666,666 new ordinary Kibo shares. (the
"Placing Shares"). The entire placing amount was subscribed for by a private
investor to be settled in two tranches with 1,785,714,286 Placing Shares
(Tranche 1) for a consideration of £150,000, settling immediately and
2,380,952,380 Placing Shares (Tranche 2) for a consideration of £200,000
settling following Kibo shareholder approval for an increase in authorized
share capital of the Company at a General Meeting to be held as soon as
possible after settlement of Tranche 1; and all Kibo creditor conversions as
noted in the 7 June and 20 June RNS Announcement being settled in full.
Admission of the shares to AIM was scheduled to coincide with the lifting of
the Company's share trading suspension, such trading suspension subsequently
coming into effect as anticipated from 30 June 2024 and as announced by the
Company on 1 July 2024.
· On the 5 July 2024, the Company announced the stepping down of Louis
Coetzee as CEO of the Company the appointment of Cobus van der Merwe as the
Interim CEO of the Company.
· On 18 July 2024 the Company announced the appointment of Clive
Roberts as non-executive chairman of the Company.
· On 5 August 2024, the Company announced the completion of the
creditor conversions (credit restructuring) first announced on 7 June 2024)
following shareholder approval for an increase in its authorised capital at
its EGM on 25 July 2024 which was required to create sufficient authorised
share headroom for the creditor conversion to be implemented.
· On 16 September 2024, the Company announced that it had signed a
binding term sheet (the "Term Sheet") with Swiss company, ESTI AG to acquire a
diverse portfolio of renewable energy projects across Europe and Africa
spanning wind and solar generation, agri-photovoltaics and technology
development by way of a proposed reverse takeover transaction. Under the Term
Sheet Aria Capital Management Limited ("Aria), a global asset management
company were to be appointed as the arrange to the reverse takeover
transaction.
· On the 19 September 2024, the Company announced that it had signed a
sale agreement with Aria Capital Management Limited for the purchase by Aria
of Kibo's its wholly owned subsidiary Kibo Mining (Cyprus) limited subject to
shareholder approval as required under AIM Rules. Shareholder approval was
subsequently obtained at a Kibo EGM on 11 October 2024 from which date the
Company was considered an AIM Rule 15 cash shell. As a cash shell, it was
noted that the Company had six months from 11 October 2024 to undertake a
Reverse Takeover or otherwise will be suspended, after which it will have a
further six months to complete a Reverse Takeover or otherwise be cancelled
from trading on AIM.
· On 3 December 2024, the Company announced that it had terminated
the Term Sheet by mutual consent with ESTGI AG and secured a loan facility for
up to £500,000 from Aria (the "Aria Facility") The Company noted that it had
taken this decision as it believed that, it does have sufficient time to
secure all relevant information in a timely manner necessary to complete the
ESTGI AG reverse takeover particularly noting the Company will have been
suspended for 6 months on 31 December 2024. The Company noted that it will now
focus on completing and publishing its audited accounts to 31 December 2023
and interim accounts to 30 June 2024 before 31 December 2024 to enable the
Company's current suspension from trading on AIM to be lifted. Following
resumption of trading, the Company will be noted that it will seek an
alternative project portfolio to proceed with a revised transaction (the
"Revised Transaction") and that it is already evaluating a number of project
acquisition opportunities.
· The Aria Facility is to provide the Company with working capital for
the next four months (to 31 March 2025) until it is able to identify and
complete a Revised Transaction.
· The Company also announced that it had also signed a Deed of
Amendment to the terms of its outstanding loan facility with River Global
Opportunities PCC limited (the "RiverFort Loan"). The terms of the RiverFort
Loan required RiverFort's consent for the Company to enter into another loan
facility with another institution.
· These measures summarised above amount to a business re-set for the
Company where it intends to move ahead under the stewardship of the
reconstituted board by transitioning Kibo to a broader based energy company.
Disposal, loss of control and deconsolidation of Mast Energy Developments
· On 6 June 2024, the Company entered into an agreement with Riverfort
Global Opportunities in which it ceded its loan with Mast Energy Developments
Plc (MED) through its subsidiary Kibo Mining (Cyprus) Limited to Riverfort in
partial settlement of its loan with Riverfort. The loan with Riverfort Global
Opportunities and a transaction date balance of £767,205 was reduced to
£400,000 in exchange for the cession of the £797,396 loan receivable from
MED.
· The loan receivable from MED was payable on demand and was
historically partially settled with shares issued in MED. The directors
considered the loan and historic precedent of conversion thereof as part of
their assessment on control over MED in terms of IFRS 10.
· The directors determined that the combined factors of significant
reduction in shareholding in MED during the 2024 year, and the disposal of the
loan receivable from MED and resulting convertibility of the loan through
shares issued, resulted in loss of control of MED with effect from 7th of June
2024. From this date onwards MED was recognised as an associate and equity
accounted until the investment in MED was disposed of in full on the 30th of
September 2024.
· As a result of the investment in MED being reclassified as an
associate and the Group accounting policy of investments in listed associates
being measured at fair value of the shares at market value, the Group expects
impairments and gains on disposals of MED shares to amount to £12,482 and
£268,497 respectively in its 30 June 2024 interim results. The gain on
disposal is as a result of the proceeds from share disposals and the recovery
of loan and fair value of the retained MED shares exceeding the net asset
value thereof on disposal date.
· The retained investment in MED was disposed of in September 2024 to
Riverfort for £120,074.
Disposal of investment in Kibo Energy Botswana Limited
· The Group disposed of its interest in Kibo Energy Botswana Limited on
31 January 2024 to Aria Capital Management Limited for an amount of £70,000.
The shareholding of Shumba Energy Limited did not form part of this agreement
and was transferred to Kibo Energy (Cyprus) Limited (KMCL) pending secretarial
finalisation. The transfer was completed in September 2024. The value of Kibo
Energy Botswana Limited was represented by the investment in Shumba Energy
Limited of £307,725. As Kibo Energy Botswana was held at a £Nil balance the
group expects a profit on disposal of £70,000 in its 30 June 2024 interim
results.
Disposal of investment in Kibo Mining (Cyprus) Limited
· The Group disposed of its interest in Kibo Mining (Cyprus) Limited
(KMCL) and its subsidiaries on 16 September 2024 for £Nil; the disposal did
not include MED which contributed £1,902,936 of the carrying value of KMCL of
£2,210,661 as at 31 December 2024. The disposal of the remaining carrying
value of £307,725, represented by the investment in Shumba, will result in a
loss on disposal of £307,725 of Kibo for the year 2024.
· The disposals above came about after the restructuring process
initiated in 2024.
Going Concern
· The financial statements have been prepared on the going concern
basis which contemplates the continuity of normal business activities and the
realisation of assets and the settlement of liabilities in the normal course
of business. In performing the going concern assessment, the Board considered
various factors, including the availability of cash and cash equivalents; data
relating to working capital requirements for the foreseeable future;
cash-flows from operational commencement, available information about the
future, the possible outcomes of planned events, changes in future conditions,
the current global economic situation due to the ongoing Ukraine and Israel
and Gaza conflicts, and the responses to such events and conditions that would
be available to the Board.
· The Board has, inter alia, considered the following specific factors
in determining whether the Group is a going concern:
§ The significant financial loss for the year amounting to £5,715,341 (2022:
£10,908,524);
§ Cash and cash equivalents readily available to the Group in the amount of
£64,057 in order to pay its creditors and maturing liabilities in the amount
of £5,453,266 as and when they fall due and meet its operating costs for the
ensuing twelve months (2022: £163,884 and £4,192,170 respectively);
§ Whether the Group has available cash resources, or equivalent short term
funding opportunities in the foreseeable future, to deploy in developing and
growing existing operations or invest in new opportunities; and
§ Investment and associated funding opportunities available to the company
after disposal of its Cyprus subsidiary, Kibo Mining (Cyprus) Limited
effective on 11 October as disclosed in note 26 (the "KMCL Disposal"),
following which the Company became an AIM Rule 15 cash shell. Given the
Company's limited available cash resources post the KMCL Disposal and
considering the Company's status as a cash shell, the Board will need to
undertake a Reverse Takeover transaction ("RTO") as envisaged under the AIM
Rules which will coincide with a substantial fundraise to provide the Company
with sufficient working capital to meet its overhead and project development
commitments post RTO.
· Following from the losses incurred in the current financial period,
coupled with the net current liability position the Group finds itself in as
at December 2023, these conditions, together with those mentioned above are
considered to indicate that a material uncertainty exists which may cast
significant doubt on the Group's ability to continue as a going concern.
· This is largely attributable to the short-term liquidity position the
Group finds itself in as a result of the significant capital required to meet
its obligations that exceeds cash contributed to the Group by the capital
contributors. The Directors have evaluated the Group's liquidity requirements
to confirm whether the Group has adequate cash resources to continue as a
going concern for the foreseeable future, taking into account the net current
liability position, and consequently prepared a cash flow forecast covering a
period of 12 months from the date of approval of these financial statements,
concluding that the Group would be able to continue its operations as a going
concern.
· In response to the net current liability position, to address future
cash flow requirements, detailed liquidity improvement initiatives have been
identified and are being pursued, with their implementation regularly
monitored in order to ensure the Group is able to alleviate the liquidity
constraints in the foreseeable future. Therefore, the ability of the Group to
continue as a going concern is dependent on the successful implementation or
conclusion of the below noted matters in order to address the liquidity risk
the Group faces on an ongoing basis:
§ Successful conclusion of funding initiatives of the Group in order to keep
the Company in good standing until the successful completion of a reverse
takeover transaction as the Company pursues its objective to acquire a new
portfolio of assets; and
§ Successful completion of a reverse takeover transaction as required under
AIM Rule 15 given that the Company became a cash shell on 11 October 2024 with
the disposal of its subsidiary, Kibo Mining (Cyprus) Limited.
· Further to the above, on 3 December 2024 the Company announced that
it had secured a loan facility for up to £500,000 from Aria Capital
Management Limited ("Aria") (the "Aria Facility"). The Company has received
the first payment totalling £122,585 under the Aria Facility. The purpose of
the Aria Facility is to provide the Company with working capital until it is
able to identify and complete a reverse takeover transaction. Aria has also
provided the Company with written confirmation, which is effective for a
period until 31 December 2025, that it will support the Company in its
capacity as lender under the Aria Facility and advisor to the Company, as
follows:
§ Assist the Company in the timely sourcing and procurement of an appropriate
project portfolio as part a reverse takeover transaction;
§ Assist the Company to raise appropriate funding to the Company in good
standing until completion of a reverse takeover transaction to enable the
Company to continue as a going concern for the foreseeable future; and
§ Aria will not recall or demand cash repayment of the Aria Facility provided
to the Company, except insofar as the funds of the Company permit repayment
and that such repayment will not adversely affect the ability of the Company
to carry on its business operations as a going concern.
· In addition to the Aria Facility, should the completion of a Reverse
Takeover run into the second half of 2025, the Company will also be reliant,
as noted above, on additional funds being raised either from Aria or, if not,
third parties which could include equity placings as the Company has relied
upon in the past.
· As the Board is confident it would be able to successfully implement
the above matters, it has adopted the going concern basis of accounting in
preparing the consolidated financial statements.
For further information please visit www.kibo.energy (http://www.kibo.energy/)
or contact:
Cobus van der Merwe info@kibo.energy (mailto:info@kibo.energy) Kibo Energy PLC Chief Executive Officer
James Biddle +44 207 628 3396 Beaumont Cornish Limited Nominated Adviser
Roland Cornish
Claire Noyce +44 20 3764 2341 Hybridan LLP Joint Broker
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
23 December 2024
Corporate and Designated Adviser
River Group
CHAIRMAN'S REPORT
As the recently appointed non-executive Chairman, I am pleased to provide a
review of Kibo Energy PLC ("Kibo" or the "Company") and its subsidiaries'
(together with Kibo, the "Group") activities for the 2023 reporting period and
to present our full-year audited accounts for 2023.
The year proved a very challenging period for the Company in its endeavours to
fund and develop its portfolio of renewable energy projects spanning
waste-to-energy, biofuel, and battery storage (the "African projects") and
reserve energy in the UK. Consequently, progress with advancing these projects
during 2023 was slow while the Company focused on solutions to deal with its
outstanding loan repayment obligations and to manage outstanding creditor
payments. At 31 December 2023, the Company's total liabilities were
£2,320,138 comprising £1,217,913 owed to institutional investors and
£1,102,225 to other creditors whilst total assets were £2,494,274. In
recognition of the risk profile of its assets, the Board of the Company
following extensive consultation with the Company's lenders, advisors,
potential investors and other stakeholders decided to implement an extensive
restructuring and repositioning plan (the Kibo Business Recovery Plan or
"KBRP") during the first half of 2024 which focused on transitioning Kibo to a
broader based energy company, looking at new business opportunities whilst
deleveraging the Company's balance sheet.
The KBRP provided for the reconstitution of the Board with the appointment of
new directors with the vision, experience and access to projects and finance
and to broaden the Company's focus to new business opportunities within the
broader energy sector. Additionally, it provided for a part disposal and
restructuring of the Company's loan debt and agreement for part conversion of
trade creditor debt to equity. Despite some setbacks along the way these tasks
were significantly advanced with the support of a £350,000 placing
subscription from a private investor (refer Company RNS announcement of 27
June 2024).
Before I reflect on the Company's activities during 2023, I take the
opportunity to introduce the new members of the reconstituted board comprising
myself, appointed non-executive Chairman and Cobus van der Merwe our interim
CEO, both appointments to the board made in July 2024. Cobus, as the
Company's former Chief Financial Officer is well placed to lead Kibo through
its current transition phase while it seeks new project opportunities. I am
also pleased that Noel O'Keeffe is continuing in his current role as a
non-executive director and company secretary over this transitionary period to
support the Company as it seeks new business opportunities. Louis Coetzee, the
Company's former CEO is also making himself available to the Company in a
board advisory role on a temporary basis to assist with new project
acquisitions.
During early 2023 the Company, notwithstanding its financial and operational
challenges, continued to focus on progressing its sustainable, renewable
energy assets. These included its 2.7 MW plastic-to-syngas joint venture with
Industrial Green Energy Holdings ("IGEH Joint Venture") in South Africa (Kibo
held 65% of the project), where an optimisation and integration study into the
production of synthetic oil from non-recyclable plastic was initiated during
the reporting period. The Company also continued to liaise with TANESCO, the
state electricity utility company in Tanzania with the establishment of a
Joint Technical Committee to supervise the production of a scope of work to
ensure key milestones are met with regard to the feasibility of establishing a
biofuel fuelled thermal power plant in southern Tanzania (the "Mbeya Power
Project"), following the signing of a Memo of Understanding ("MoU") in
November 2022. Regrettably, progress was severely hampered by the Company's
inability to secure funding for any meaningful project development activities
and subsequently all project activity came to a standstill towards the end of
the reporting period.
During 2024, the Company divested of most of its assets and became an AIM Rule
15 cash shell on 11 October 2024. This followed the sale of its wholly owned
Cyprus subsidiary, Kibo Mining (Cyprus) Limited, the holding company for its
African projects to Aria Capital Management Limited. The Company also disposed
of its remaining 19.52% in LSE listed UK Reserve Power operator and
development company, Mast Energy Developments PLC.
As shareholders are aware, the Company remains suspended from trading on AIM
from 1 July 2024 as it was unable to prepare and publish its audited 2023
financial accounts (the "FY2023 Annual Accounts") by this date due to the
financial challenges it was experiencing. I am pleased that the Company now
expects the AIM trading suspension to be lifted coincident with the
publication of these FY2023 Annual Accounts and the HY24 Interim Results for
the six months ending 30 June 2024 to follow shortly.
On the corporate front, the Company, following extensive stakeholder
engagement, implemented several measures to ensure the Company's financial and
operational stability including warrant re-pricing, convertible loan note
conversions and bridge loan reprofiling during 2023. While these measures
offered some financial respite to the Company during 2023, it became
increasingly apparent that a more radical restructuring of the Board, debt
profile and project focus would be required to attract new investors. This
resulted in the creation of the KBRP which provided a proposal for a
restructuring and repositioning plan for the Company, which has now been
substantially implemented notwithstanding some outstanding challenges in our
efforts to complete a substantial corporate transaction that will bring new
projects and new investment into the Company. As the new non-executive
Chairman of Kibo I am looking forward to guiding and working with the rest of
the board as we strive to fully execute the KBRP to re-launch the Company and
take it forward by securing new projects and new business opportunities in the
broader energy sector.
In terms of International Financial Reporting Standards (IFRS), intangible
assets with an indefinite life must be tested for impairment on an annual
basis and as a result the Group recognised impairment of £2,289,372, (2022:
£7,038,930) related to its assets. The result for the reporting period
amounted to a loss of £5,715,341 for the year ended 31 December 2023 (31
December 2022: £10,908,524) as detailed further in the Statement of Profit or
Loss and Other Comprehensive Income, and further details on financial
activities are detailed elsewhere in the Annual Report. The loss is primarily
due to the impairment of non-current assets, referred to above.
In closing, I would like to acknowledge the support of our shareholders and
all other stakeholders as we embark on a new journey with the Company. I would
like to thank our Board, as well as management and staff, for their continued
support and commitment in advancing Kibo on the road ahead.
_____________________________
Clive Roberts
Chairman
23 December 2024
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
All figures are stated in Sterling 31 December 2023 31 December 2022
Audited Audited
Notes £ £
Revenue 2 341,207 1,036,743
Cost of sales (223,838) (778,802)
Gross profit 117,369 257,941
Administrative expenses (2,164,670) (2,579,028)
Impairment of non-current assets 5 (2,289,372) (7,038,930)
Listing and capital raising fees (855,323) (363,368)
Project and exploration expenditure (326,093) (847,567)
Operating loss (5,518,089) (10,570,952)
Investment and other income 3 105,734 93,866
Share of loss from associate (97,340) (181,684)
Finance costs 4 (205,646) (249,754)
Loss before tax 5 (5,715,341) (10,908,524)
Taxation 8 - -
Loss for the period (5,715,341) (10,908,524)
Other comprehensive loss:
Items that may be classified subsequently to profit or loss:
Exchange differences on translation of foreign operations 576,313 372,191
Exchange differences reclassified on disposal of foreign operation 6,195 -
Other Comprehensive loss for the period net of tax 582,508 372,191
Total comprehensive loss for the period (5,132,833) (10,536,333)
Loss for the period (5,715,341) (10,908,524)
Attributable to the owners of the parent (3,854,280) (9,776,917)
Attributable to the non-controlling interest (1,861,061) (1,131,607)
Total comprehensive loss for the period (5,132,833) (10,536,333)
Attributable to the owners of the parent (3,277,967) (9,404,726)
Attributable to the non-controlling interest (1,854,866) (1,131,607)
Loss Per Share
Basic loss per share 9 (0.001) (0.003)
Diluted loss per share 9 (0.001) (0.003)
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
31 December 2023 31 December
All figures are stated in Sterling 2022
Audited Audited
Notes £ £
Assets
Non‑current assets
Property, plant and equipment 10 3,021,547 3,493,998
Intangible assets 11 397,779 2,691,893
Investments in associates 12 124,982 100,945
Other financial assets 13 307,725 -
Total non-current assets 3,852,033 6,286,836
Current assets
Other receivables 14 242,272 227,223
Cash and cash equivalents 15 64,057 163,884
Total current assets 306,329 391,107
Total assets 4,158,362 6,677,943
Equity and liabilities
Equity
Called up share capital 16 21,790,988 21,140,481
Share premium account 16 45,816,001 45,516,081
Share based payments reserve 18 - 73,469
Share capital reserve 68,250 -
Translation reserve 19 482,320 (93,993)
Retained deficit (70,557,426) (66,319,142)
Attributable to equity holders of the parent (2,399,867) 316,896
Non-controlling interest 20 255,208 1,164,218
Total equity (2,144,659) 1,481,114
Liabilities
Non-current liabilities
Lease liability 10 405,390 346,674
Other financial liabilities 22 444,365 243,056
Total non-current liabilities 849,755 589,730
Current liabilities
Lease liability 10 4,205 3,980
Trade and other payables 21 3,912,223 2,395,090
Borrowings 22 1,217,913 1,195,239
Other financial liabilities 22 318,925 1,012,790
Total current liabilities 5,453,266 4,607,099
Total liabilities 6,303,021 5,196,829
Total equity and liabilities 4,158,362 6,677,943
COMPANY STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
All figures are stated in Sterling 31 December 31
2023
December
2022
Audited Audited
Notes £ £
Revenue - -
Administrative expenses (316,557) (804,820)
Listing and capital raising fees (345,618) (230,920)
Impairment of subsidiary investments 23 (3,328,031) (12,333,224)
Fair value adjustment 23 24,037 (427,819)
Operating loss (3,966,169) (13,796,783)
Other income 3 89,937 16,266
Finance costs 4 (115,397) (151,375)
Loss before tax 5 (3,991,629) (13,931,892)
Taxation 8 - -
Loss for the period (3,991,629) (13,931,892)
COMPANY STATEMENT OF FINANCIAL POSITION
All figures are stated in Sterling 31 December 2023 31 December
2022
Audited Audited
Notes £ £
Non‑current Assets
Investments 23 2,335,641 5,688,607
Property, plant and equipment 10 1,012 1,265
Total non-current assets 2,336,653 5,689,872
Current assets
Other receivables 14 156,114 90,720
Cash and cash equivalents 15 1,507 19,442
Total current assets 157,621 110,162
Total assets 2,494,274 5,800,034
Equity and liabilities
Equity
Called up share capital 16 21,790,988 21,140,481
Share premium account 16 45,816,001 45,516,081
Share based payment reserve 18 - 73,469
Share capital reserve 68,250 -
Retained deficit (67,501,103) (63,609,256)
Total equity 174,136 3,120,775
Liabilities
Current liabilities
Trade and other payables 21 1,102,225 826,035
Borrowings 22 1,217,913 1,195,239
Other financial liabilities 22 - 657,985
Total current liabilities 2,320,138 2,679,259
Total liabilities 2,320,138 2,679,259
Total equity and liabilities 2,494,274 5,800,034
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY Share Share premium Warrants and share based payment reserve Warrant and share capital reserve Control reserve Translation reserve Retained deficit Non-controlling interest Total equity
Capital
All figures are stated in Sterling £ £ £ £ £ £ £ £ £
Balance as at 1 January 2022 21,042,444 45,429,328 466,868 - - (466,184) (56,627,389) 1,962,816 11,807,883
Loss for the year - - - - - - (9,776,917) (1,131,607) (10,908,524)
Other comprehensive income - exchange differences - - - - - 372,191 - - 372,191
Change in shareholding without loss of control - - - - - - (333,009) 333,009 -
Shares issued 98,037 86,753 - - - - - 184,790
Warrants issued by Kibo Energy PLC during the year - - 24,774 - - - - - 24,774
Warrants issued by Kibo Energy PLC which expired during the year - - (418,173) - - - 418,173 - -
Balance as at 31 December 2022 21,140,481 45,516,081 73,469 - - (93,993) (66,319,142) 1,164,218 1,481,114
Loss for the year - - - - - - (3,854,280) (1,861,061) (5,715,341)
Other comprehensive income - exchange differences - - - - - 576,313 - 6,195 582,508
Change in shareholding without loss of control (483,786) 483,786 -
Shares issued 650,507 299,920 - - - - - - 950,427
Outstanding warrants repriced - - (45,850) - - - 45,850 - -
Directors loan repayable in shares - - - - - 81,329 81,329
Warrants issued by Mast Energy Development PLC - - - - - - - 380,741 380,741
Warrants issued by Kibo Energy PLC which were exercised during the year - - - 68,250 - - - - 68,250
pending settlement
Warrants issued by Kibo Energy PLC which were exercised during the year - - (10,178) - - - 10,178 - -
Warrants expired during the year (17,441) 43,754 26,313
Balance as at 31 December 2023 21,790,988 45,816,001 - 68,250 - 482,320 (70,557,426) 255,208 (2,144,659)
Notes 16 16 18 17 19 20
COMPANY STATEMENT OF CHANGES IN EQUITY Share capital Share premium Share capital reserve Share based payment reserve Retained deficit Total equity
All figures are stated in Sterling £ £ £ £ £ £
Balance as at 1 January 2022 21,042,444 45,429,328 - 466,868 (50,095,537) 16,843,103
Loss for the year - - - - (13,931,892) (13,931,892)
Shares issued 98,037 86,753 - - - 184,790
Warrants issued by Kibo Energy PLC during the year - - - 24,774 - 24,774
Warrants issued by Kibo Energy PLC which expired during the year - - - (418,173) 418,173 -
-
Balance as at 31 December 2022 21,140,481 45,516,081 - 73,469 (63,609,256) 3,120,775
Loss for the year - - - - (3,991,629) (3,991,629)
Shares issued 650,507 299,920 - - - 950,427
Outstanding warrants repriced - - - (45,850) 45,850 -
Warrants issued which were exercised during the year pending settlement - - 68,250 - - 68,250
Warrants issued which were exercised during the year - - - (10,178) 10,178 -
Warrants expired during the year - - - (17,441) 43,754 26,313
Balance as at 31 December 2023 21,790,988 45,816,001 68,250 - (67,501,103) 174,136
Notes 16 16 18
CONSOLIDATED STATEMENT OF CASH FLOWS
31 December 31 December
All figures are stated in Sterling 2023 2022
Audited Audited
Notes £ £
Cash flows from operating activities
Loss for the period before taxation (5,715,341) (10,908,524)
Adjustments for:
(Reversal of) / Impairment of associates 12 (429,102) 3,809,775
Costs settled through the issue of shares 19,635 95,001
Depreciation on property, plant and equipment 10 75,023 66,582
Directors' fees settled with credit loan notes - 44,591
(Losses)/Gains on revaluations of derivatives 86,558 (86,558)
Impairment of intangible assets 11 2,258,774 3,229,155
Impairment of property, plant and equipment 10 459,700 -
Interest accrued 204,128 248,202
Loss from equity accounted associate 97,340 181,684
Loan reprofiling costs not settled in cash 195,559 -
Other non-cashflow items 3,698 133
Profit on sale of property, plant and equipment (6,424) (7,264)
Warrants and options issued 422,100 24,774
(2,328,352) (3,302,449)
Movement in working capital
Decrease / (Increase) in debtors 14 (15,049) 28,524
Increase / (Decrease) in creditors 21 1,517,133 678,817
1,502,084 707,341
Net cash outflows from operating activities (826,268) (2,595,108)
Cash flows from financing activities
Repayment of lease liabilities (39,292) (27,000)
Repayment of borrowings (466,870) (44,917)
Proceeds from borrowings 85,800 2,322,824
Proceeds from director's loan 81,329 -
Proceeds from disposal of interests in subsidiary to non-controlling interest 482,966 -
without loss of control
Net cash (used in) / proceeds from financing activities 143,933 2,250,907
Cash flows from investing activities
Cash received from /(advanced) to Joint Venture - 20,955
Property, plant and equipment acquired (excluding right of use assets) - (1,020,747)
Intangible assets acquired - (342,038)
Deferred payment settlement - (555,535)
Net cash flows from/(used in) investing activities - (1,897,365)
Net (decrease) / increase in cash (682,335) (2,241,566)
Cash at beginning of period 163,884 2,082,906
Exchange movement 582,508 322,544
Cash at end of the period 15 64,057 163,884
COMPANY STATEMENT OF CASH FLOWS 31 December 2023 31 December
All figures are stated in Sterling 2022
Audited Audited
Notes £ £
Cash flows from operating activities
(Loss) for the period before taxation (3,991,629) (13,931,892)
Adjusted for:
Depreciation 253 -
Fair value adjustment of investment in associates 23 (24,037) 406,863
Warrants and options issued 99,782 24,774
Interest accrued 115,397 151,377
Impairment of investments 23 3,328,031 12,354,180
Expenses settled in shares 166,244 95,001
Directors' fees settled with credit loan notes - 44,591
Other non-cash items 3,084 134
(302,875) (854,972)
Movement in working capital
(Increase) in debtors 14 (65,394) (16,986)
Increase in creditors 21 276,190 111,973
210,796 94,987
Net cash outflows from operating activities (92,079) (759,985)
Cash flows from financing activities
Proceeds from borrowings 22 317,039 1,672,824
Repayment of borrowings 22 (322,687) (44,917)
Net cash (outflows) / inflows from financing activities (5,648) 1,627,907
Cash flows from investing activities
Cash advances to Group Companies (359,093) (1,086,889)
Repayments of advances from group companies 438,885 -
Purchase of Property, Plant and Equipment 10 (1,265)
Net cash generated from/(used in) investing activities 79,792 (1,088,154)
Net (decrease) in cash (17,395) (220,232)
Cash at beginning of period 19,442 239,674
Cash at end of the period 15 1,507 19,442
NOTES TO THE ANNUAL FINANCIAL STATEMENTS
1. Segment analysis
IFRS 8 requires an entity to report financial and descriptive information
about its reportable segments, which are operating segments or aggregations of
operating segments that meet specific criteria. Operating segments are
components of an entity about which separate financial information is
available that is evaluated regularly by the chief operating decision maker.
The Chief Executive Officer is the chief operating decision maker of the
Group.
Management currently identifies individual projects as operating segments.
These operating segments are monitored, and strategic decisions are made based
upon their individual nature, together with other non-financial data collated
from exploration activities. Principal activities for these operating segments
are as follows:
2023 Group ADV001 ARL018 Bordersley Pyebridge Rochdale Power Sustineri Energy Corporate 31 December 2023
Hindlip Lane
Stather Road
(£)
(£)
(£) (£)
(£)
(£)
(£)
(£)
Group
Revenue - - - 341,207 - - - 341,207
Cost of sales - - - (223,838) - - - (223,838)
Administrative and other cost (14,302) (20,313) (37,736) (46,424) (9,377) (1,381) (1,965,476) (2,095,009)
Depreciation - (2,509) (11,941) (58,504) - - (2,069) (75,023)
Impairments and fair value adjustments - (208,398) (1,649,206) - - - (512,964) (2,370,568)
Listing and Capital raising fees - - - - - - (855,323) (855,323)
Project and exploration expenditure (38,434) (5,743) (27,972) (173,631) (23,396) (16,059) (40,858) (326,093)
Share in loss of associate - - - - - - (97,340) (97,340)
Investment and other income - - - 126,933 - - 65,359 192,292
Finance costs - - - - - 2 (205,648) (205,646)
Loss before tax (52,736) (236,963) (1,726,855) (34,257) (32,773) (17,438) (3,614,319) (5,715,341)
2022 Group ADV001 ARL018 Bordersley Pyebridge Rochdale Power Sustineri Energy Corporate 31 December 2022
Hindlip Lane
Stather Road
(£)
(£)
(£) (£)
(£)
(£)
(£)
(£)
Group
Revenue - - - 1,036,743 - - - 1,036,743
Cost of sales - - - (778,802) - - - (778,802)
Administrative and other cost (46,064) (7,065) (7,186) (52,809) (10,763) (1,766) (2,453,375) (2,579,028)
Impairments and fair value adjustments (1,288,578) (3,563,639) (1,940,577) - - - (246,136) (7,038,930)
Listing and Capital raising fees - - - - - - (363,368) (363,368)
Project and exploration expenditure (222,296) - - (255,601) (104,090) (108,912) (156,668) (847,567)
Share in loss of associate - - - - - - (181,684) (181,684)
Investment and other income - - - - - 10 93,856 93,866
Finance costs (24,537) - - - - - (225,217) (249,754)
Loss before tax (1,581,475) (3,570,704) (1,947,763) (50,469) (114,853) (110,668) (3,532,592) (10,908,524)
2023 Group ADV001 Hindlip Lane ARL018 Stather Road Bordersley Power Pyebridge Power Rochdale Power Sustineri Energy Corporate 31 December 2023 (£)
(£) (£) (£)
(£)
(£)
(£)
(£) Group
Assets
Segment assets 9,163 117,215 392,155 2,020,584 91,134 - 1,528,111 4,158,362
Liabilities
Segment liabilities 25,979 139,276 389,225 174,537 38,391 133,650 5,401,963 6,303,021
2022 Group ADV001 Hindlip Lane ARL018 Stather Road Bordersley Power Pyebridge Power Rochdale Power Sustineri Energy Corporate 31 December 2022 (£)
(£) (£)
(£)
(£)
(£)
(£)
(£) Group
Assets
Segment assets 1,733,554 235 - 2,082,352 262,043 293,160 2,306,599 6,677,943
Liabilities
Segment liabilities 296,984 7,270 2,320 133,650 6,897 48,491 4,701,217 5,196,829
Geographical segments
The Group operates in six principal geographical areas being Tanzania
(Exploration), Botswana (Exploration), Cyprus (Corporate), South Africa
(Renewable Energy), United Kingdom (Renewable Energy) and Ireland (Corporate).
Tanzania Botswana Cyprus South Africa United Kingdom Ireland 31 December 2023
(£)
(£)
(£)
(£)
(£)
(£) (£)
Carrying value of segmented assets 624 - 307,725 143,845 3,545,042 126,503 4,123,739
Revenue - - - - 341,207 - 341,207
Loss before tax (85,095) - (862,827) (277,592) (3,805,221) (684,606) (5,715,341)
Tanzania Botswana Cyprus South Africa United Kingdom Ireland 31 December 2022
(£)
(£)
(£)
(£)
(£)
(£) (£)
Carrying value of segmented assets - - 218,735 293,160 5,564,783 601,265 6,677,943
Revenue - - - - 1,036,743 - 1,036,743
Loss before tax (1,947,763) (3,563,639) (1,517,557) (110,843) (2,732,982) (1,035,740) (10,908,524)
All revenue generated was from the United Kingdom geographical area with the
only customer being Statkraft Markets GMBH.
2. Revenue
31 December 2023 (£) 31 December 2022 (£)
Group Group
Electricity sales 341,207 1,036,743
341,207 1,036,743
Revenue comprised ancillary electricity sales from operational testing of the
renewable energy operations of MAST Energy Developments PLC in the United
Kingdom.
3. Investment and other Income
31 December 2023 31 December 2022 31 December 2023 31 December 2022
(£) (£) (£) (£)
Group Group Company Company
Interest received 1,128 44 1 34
(Reversal of gain) / Gain on revaluation of derivative liabilities (86,558) 86,558 - -
Profit on sale of plant and equipment 6,424 7,264 - -
Recoveries 57,806 - 89,936 16,232
Insurance claims 126,934 - - -
105,734 93,866 89,937 16,266
During the financial year the Group recorded other income resulting from the
revaluation of derivative liabilities. These liabilities were recognised as
part of convertible loan notes entered into during the financial year. The
derivative liability was fair valued at year end and resulted in a gain for
the financial year.
4. Finance costs
31 December 2023 31 December 2022 31 December 2023 31 December 2022
(£) (£) (£) (£)
Group Group Company Company
Interest paid to finance houses 169,687 223,623 115,397 151,375
Interest from leases (refer note 10) 35,959 26,131 - -
205,646 249,754 115,397 151,375
5. Loss on ordinary activities before taxation
Operating loss is stated after the following key transactions: 31 December 31 December 31 December 2023 (£) 31 December 2022 (£)
2023 (£) 2022 (£) Company Company
Group Group
Depreciation of property, plant and equipment 75,023 66,582 253 -
Group auditors' remuneration for audit of financial statements 102,890 58,425 - 58,425
Subsidiaries auditors' remuneration for audit of the financial statements 140,662 172,767 - -
Impairment of non-current assets* 2,289,372 7,038,929 - -
Impairment of subsidiary investments - - 3,328,031 12,333,224
Share in loss from associate 97,340 - - -
Fair value adjustments - - (24,037) 427,819
(Gains) / losses on revaluations of derivatives 86,558 (86,558) - -
Profit on sale of assets (6,424) (7,264) - -
Disaggregation of impairment of non-current assets: 31 December 31 December 31 December 2023 (£) 31 December 2022 (£)
2023 (£) 2022 (£) Company Company
Group Group
Impairment of property, plant and equipment (refer note 10) 459,700 - - -
Impairment of intangible assets (refer note 11) 2,258,774 3,229,155 - -
Impairment of associates (refer note 12) (429,102) 3,809,774 - -
Impairment of subsidiary investments (refer note 23) 3,328,031 12,333,224
2,289,372 7,038,929 3,328,031 12,333,224
* The comparative balances for the impairments of non-current assets have been
combined, please see separate disaggregation.
6. Staff costs (including Directors)
Group Group Company Company
31 December 2023 (£) 31 December 2022 (£) 31 December 2023 (£) 31 December 2022 (£)
Wages and salaries 1,305,331 949,355 67,335 28,297
Share based remuneration - - - -
1,305,331 949,355 67,335 28,297
The average monthly number of employees (including executive Directors) during
the period was as follows:
Group Group Company Company
31 December 2023 31 December 2022 31 December 2023 31 December 2022
Exploration and development activities 9 10 - 1
Administration 5 7 1 1
14 17 1 2
7. Directors' emoluments
Group Group Company Company
31 December 2023 (£) 31 December 2022 (£) 31 December 2023 (£) 31 December 2022 (£)
Basic salary and fees accrued 283,079 374,308 24,366
Share based payments - - -
283,079 374,308 24,366
The acting chairman in 2023 did not receive any additional emoluments other
than those disclosed below. (2022: The emoluments of the Chairman were £
55,950). The emoluments of the highest paid director were £167,896 (2022:
£164,726).
Directors received shares in the value of £Nil during the year (2022: £Nil)
and warrants to the value of £Nil (2022: £Nil) during the year.
Key management personnel consist only of the Directors. Details of share
options and interests in the Company's shares of each director are shown in
the Directors' report.
The following table summarises the remuneration applicable to each of the
individuals who held office as a director during the reporting period:
31 December 2023 Salary and fees accrued Salary and fees settled in shares Warrants issued Total
£ £
£
£
Louis Coetzee 167,896 - - 167,896
Noel O'Keeffe 39,074 - - 39,074
Ajay Saldanha 34,037 - - 34,037
Christiaan Schutte 42,072 - - 42,072
Total 283,079 - - 283,079
31 December 2022 Salary and fees accrued Salary and fees settled in shares Warrants issued Total
£ £
£
£
Christian Schaffalitzky 16,990 - - 16,990
Louis Coetzee 164,726 - - 164,726
Noel O'Keeffe 38,135 - - 38,135
Andreas Lianos 31,274 - - 31,274
Christiaan Schutte 123,183 - - 123,183
Total 374,308 - - 374,308
As at 31 December 2023, an amount of £274,621 (2022: £174,482) was due and
payable to Directors for services rendered not yet settled.
8. Taxation
Current tax
31 December 2023 (£) 31 December 2022(£)
Charge for the period in respect of corporate taxation - -
Total tax charge - -
The difference between the total current tax shown above and the amount
calculated by applying the standard rate
of corporation tax for various jurisdictions to the loss before tax is as
follows:
2023 (£) 2022 (£)
Loss on ordinary activities before tax (5,715,341) (10,908,524)
Income tax expense calculated at blended rate of 13.18% (2021: 13.18%) (753,282) (1,437,917)
Income which is not taxable - (4,615)
Expenses which are not deductible 301,033 913,814
Losses available for carry forward (452,249) 528,718
Income tax expense recognised in the Statement of Profit or Loss - -
The effective tax rate used for the December 2023 and December 2022
reconciliations above is the corporate rate of 13.18% and 13.18% payable by
corporate entities on taxable profits under tax law in that jurisdiction
respectively. The tax jurisdictions in which the Group operates are Cyprus,
Ireland, South Africa, Tanzania and the United Kingdom.
No provision has been made for the 2023 deferred taxation as no taxable income
has been received to date, and the probability of future taxable income is
indicative of current market conditions which remain uncertain. At the
Statement of Financial Position date, the Directors estimate that the Group
has unused tax losses of £45,328,153 (2022: £41,896,825) available for
potential offset against future profits which equates to an estimated
potential deferred tax asset of £6,231,314 (2022: £5,779,065). No deferred
tax asset has been recognised due to the unpredictability of the future profit
streams. Losses may be carried forward indefinitely in accordance with the
applicable taxation regulations ruling within each of the above jurisdictions.
9. Loss per share
Basic loss per share
The basic loss and weighted average number of ordinary shares used for
calculation purposes comprise the following:
Basic Loss per share 31 December 2023(£) 31 December 2022(£)
Loss for the period attributable to equity holders of the parent (3,854,280) (9,776,917)
Weighted average number of ordinary shares for the purposes of basic loss per 3,568,946,718 3,010,992,501
share
Basic loss per ordinary share (GBP) (0.001) (0.003)
As there are no instruments in issue which have a dilutive impact, the
dilutive loss per share is equal to the basic loss per share, and thus not
disclosed separately.
10. Property, plant and equipment
GROUP Land Furniture and Fittings Motor Vehicles Office Equipment I.T. Equipment Plant & Machinery Right of use assets Assets under Total
construction
Cost (£) (£) (£) (£) (£) (£) (£) (£) (£)
Opening Cost as at 1 January 2022 602,500 2,465 16,323 4,942 5,390 2,020,112 293,793 - 2,945,525
Disposals - (2,465) - (3,383) (3,193) (5,642) - - (14,683)
Additions - - - - 6,031 75,061 62,090 - 143,182
Assets under development - - - - - 939,664 - - 939,664
Derecognition as a result of waiver - - - - - (421,041) - - (421,041)
Exchange movement - - - - - 2,695 - - 2,695
Closing Cost as at 31 December 2022 602,500 - 16,323 1,559 8,228 2,610,849 355,883 - 3,595,342
Disposal (14,747) (1,559) (16,306)
Change in lease - - - - - - 62,274 - 62,274
Transfer between classes - - - - - (1,066,464) - 1,066,464 -
Exchange movement (1,576) (701) 985 (1,292)
Closing Cost as at 31 December 2023 602,500 - - - 7,527 1,545,370 418,157 1,066,464 3,640,018
Accumulated Depreciation ("Acc Depr")
Acc Depr as at 1 January 2022 - (2,465) (16,323) (4,407) (4,074) (8,704) (9,793) - (45,766)
Disposals - 2,465 - 3,383 3,193 1,974 - - 11,015
Depreciation - - - - (1,385) (52,632) (12,565) - (66,582)
Exchange movements - - - - - (11) - - (11)
Acc Depr as at 31 December 2022 - - (16,323) (1,024) (2,266) (59,373) (22,358) - (101,344)
Disposals 14,747 1,559 - - - - 16,306
Depreciation - - - (228) (1,842) (58,504) (14,449) - (75,023)
Exchange movements - - 1,576 (307) 21 - - - 1,290
Impairment - - - - - - (381,350) (78,350) (459,700)
Acc Depr as at 31 December 2023 - - - - (4,087) (117,877) (418,157) (78,350) (618,471)
Furniture and Fittings Motor Vehicles Office Equipment I.T Equipment Plant & Machinery Right of use assets Assets under Total
construction
Land
Carrying Value (£) (£) (£) (£) (£) (£) (£) (£) (£)
Carrying value as at 31 December 2022 602,500 - - 535 5,962 2,551,476 333,525 333,525 3,493,998
Carrying value as at 31 December 2023 602,500 - - - 3,440 1,427,493 - 988,114 3,021,547
COMPANY Land Furniture and Fittings Motor Vehicles Office Equipment I.T Equipment Plant & Machinery Right of use assets Total
Cost (£) (£) (£) (£) (£) (£) (£) (£)
Opening Cost as at 1 January 2022 - - - - - - - -
Additions 1,265
Closing Cost as at 31 December 2022 - - - - 1,265 - - 1,265
Closing Cost as at 31 December 2023 1,265 1,265
Accumulated Depreciation ("Acc Depr")
Acc Depr as at 1 January 2022 - - - - - - - -
Acc Depr as at 31 December 2022 - - - - - - - -
Depreciation - - - - (253) - - (253)
Acc Depr as at 31 December 2023 - - - - (253) - - (253)
Furniture and Fittings Motor Vehicles Office Equipment I.T Equipment Plant & Machinery Right of use assets Total
Land
Carrying Value (£) (£) (£) (£) (£) (£) (£) (£)
Carrying value as at 31 December 2022 - - - - 1,265 - - 1,265
Carrying value as at 31 December 2023 - - - - 1,012 - - 1,012
Right of use asset
The Group has one lease contract for land it shall utilise to construct a 5MW
gas-fuelled power generation plant. The land is located at Bordesley,
Liverpool St. Birmingham.
The land has a lease term of 20 years, with an option to extend for 10 years
which the Group has opted to include due to the highly likely nature of
extension as at the time of the original assessment.
The Group's obligations under its leases are secured by the lessor's title to
the leased assets. The Group's incremental borrowing rate ranges between 8.44%
and 10.38%.
The Group has valued its property, plant and equipment in line with its
directors' estimation of the Value in Use for those assets. Kindly refer to
note 11 for the key variables used in the estimation of the value thereof.
Right of use asset 31 December 2023 31 December 2022
(£)
(£)
Group Group
Set out below are the carrying amounts of right-of-use assets recognised and
the movements during the period:
Opening balance 333,525 284,000
Additions - 62,090
Change in lease 62,274 -
Impairment (381,350) -
Depreciation (14,449) (12,565)
Closing balance - 333,525
Lease liability
Set out below are the carrying amounts of lease liabilities and the movements
during the period:
Opening balance 350,654 291,518
Additions - 60,005
Interest 35,959 26,131
Change in lease 62,274
Repayment (39,292) (27,000)
Closing balance 409,595 350,654
Spilt of lease liability between current and non-current portions:
Non-current 405,390 346,674
Current 4,205 3,980
Total 409,595 350,654
Future minimum lease payments fall due as follows
- within 1 year 39,826 33,960
- later than 1 year but within 5 years 159,304 135,840
- later than 5 years 851,812 756,720
Subtotal 1,050,942 926,520
- Unearned future finance charges (641,347) (575,866)
Closing balance 409,595 350,654
A 100bp change in the Incremental Borrowing Rate ("IBR"), would result in a
£Nil (2022: £29,603) change in the Right of Use Asset, and the corresponding
Lease Liability of £33,643 (2022: £29,603) on transaction date. Short term
leases to the value of £43,949 (2023: £5,506) were not recognised as right
of use Assets
11. Intangible assets
Intangible assets consist of separately identifiable prospecting, exploration
and renewable energy assets in the form of licences, intellectual property or
rights acquired either through business combinations or through separate asset
acquisitions.
The following reconciliation serves to summarise the composition of intangible
assets as at period end:
ADV001 Hindlip Lane (£) ARL018 Stather Road (£) Bordersley Power (£) Mbeya Coal to Power Project (£) Rochdale Power Shankley Biogas (£) Sustineri Energy Total (£)
(£) (£)
Carrying value at 1 January 2022 - - 2,595,000 1,940,577 150,273 - 278,700 4,964,550
Impairments - - (1,288,578) (1,940,577) - - - (3,229,155)
Acquisition of ARL018 Stather Road - 91,482 - - - - - 91,482
Acquisition of ADV001 Hindlip Lane 247,506 - - - - - - 247,506
Acquisition of Shankley Biogas Ltd - - - - - 603,050 - 603,050
Exchange movements - - - - - - 14,460 14,460
Carrying value at 1 January 2023 247,506 91,482 1,306,422 - 150,273 603,050 293,160 2,691,893
Impairments - (91,482) (1,306,422) - (603,050) (257,820) (2,258,774)
Exchange movements - - - - - - (35,340) (35,340)
Carrying value at 31 December 2023 247,506 - - - 150,273 - - 397,779
During the year the Group disposed of its holdings in the Mbeya Coal to Power
Project.
Intangible assets are amortised once commercial production commenced, over the
remaining useful life of the project, which is estimated to be between 20
years, depending on the unique characteristics of each project.
Until such time as the underlying operations commence production, the Group
performs regular impairment reviews to determine whether any impairment
indicators exist.
When the following circumstance arise, it indicates that an entity should test
an intangible asset for impairment:
the carrying value of the project assets (deemed to be property, plant and
equipment as well as intangible asset) exceed the recoverable amount of the
assets.
In assessing whether a write-down is required in the carrying value of a
potentially impaired intangible asset, the asset's carrying value is compared
with its recoverable amount. The recoverable amount is the higher of the
asset's fair value less cost of disposal (FVLCD) and value in use (VIU). The
valuation techniques applicable to the valuation of the abovementioned
intangible assets comprise a combination of fair market values, discounted
cash flow projections and historic transaction prices.
The following key assumptions influence the measurement of the intangible
assets' recoverable amounts, through utilising the forecast-based estimates
performed:
· energy prices pegged from base year;
· commercial viability period;
· cost of capital related to funding requirements;
· applicable inflationary increases in energy prices and related costs;
· future operating expenditure for developments of the project; and
· co-operation of key project partners going forward.
Through review of the project specific financial, operational, market and
economic indicators applicable to the above intangible assets, as well as
consideration of the various elements which contribute toward the indication
of impairment, it was concluded impairment was necessary in the 2023 financial
period.
Mbeya Coal to Power Project
The project has not made any significant progress and as at year end did not
indicate any improvement and is therefore held at £Nil. Refer to note 26
where the parent of the Mbeya Coal to Power Project was disposed during
September 2024.
Shankley Biogas Limited
The investment was originally seen as recoverable, but during the 2023 the
dispute with the vendor which started during 2022 was not significantly
progressed due to the vendor's inability to provide sufficient and reliable
financial information for Shankley Biogas Limited, despite numerous requests
in this regard, and the Company being unable to agree an option to lease
agreement in respect of the site with the vendor. The Company has been engaged
in constructive negotiations to reach an amicable resolve for the ongoing
dispute and is confident that this will be settled soon. This has impacted the
viability thereof.
Management has sought to resolve this with the former owners of the business
without any formal way forward. This has therefore resulted in the project
being idle. This, coupled with cash flow restrictions of Kibo, has led to no
further development of the project taking place.
The current considerations of management is:
• Dissolving the purchase agreement and in effect
walking back the transaction in full.
• Legal action to maintain ownership, resolve the
points of contention with the former owners and develop the projects.
None of the positions have been finalised and as such the project is still
deemed to be under control of Kibo which results in an impairment of £600,000
of the goodwill. If the acquisition contract is cancelled the impairment would
be reversed and brought back to its current net book value (assets less
liabilities) of £Nil.
Any contingent liabilities arising from the actions of the former owner is
deemed to fall outside of Kibo's responsibility and Kibo has obtained legal
opinion that the liabilities would be the responsibility of the former owners
as he had acted outside of the contractual agreement.
A summary of the assessment performed for each of the renewable energy
intangible assets are detailed below.
Key estimation variables ADV001 ARL018
Recoverable value of project £685,141 -
Recoverable value method of calculation FVLCD FVLCD
Life of project 20 years 20 years
Weighted average cost of capital ("WACC") 12.39% 12.39%
Output 7.0 MW 2.4 MW
Average £/MW output £171,347 per MW output £172,697 per MW output
Debt/Equity ratio 67/33 67/33
Sensitivity analysis
Project delayed by 6 months (£51,689) -
250bps Increase/Decrease in WACC (£685,141) / £1,079,758 -
250bps Increase/Decrease in £/MW output £393,537 / (£393,537) -
Project life decreased by 5 years (£306,816) -
Key estimation variables Bordersley Rochdale
Recoverable value of project £48,449 £568,844
Recoverable value method of calculation FVLCD FVLCD
Life of project 20 years 20 years
Weighted average cost of capital ("WACC") 12.39% 12.39%
Output 5.0 MW 4.4 MW
Average annual £/MW output £410,606 per MW output £518,620 per MW output
Debt/Equity ratio 67/33 67/33
Sensitivity analysis
Project delayed by 6 months (£3,304) (£43,833)
250bps Increase/Decrease in WACC (£48,449) / £612,219 (£544,043) / £753,963
250bps Increase/Decrease in £/MW output £115,246 / (£48,499) £268,599 / (£268,599)
Project life decreased by 5 years (£48,449) (£317,634)
Key estimation variables Pyebridge Sustineri Energy
Recoverable value of project £3,166,679 -
Recoverable value method of calculation - based on active project FVLCD FVLCD
Life of project 20 years 10 years
Output 8.0 MW 2.7 MW
Average annual £/MW output £297,000 per MW output £15,000 - £20,000 per MW output
The Group is exposed to significant market volatility in its estimate of the
weighted average cost of capital. The risk-free rate for the market in which
the Group operates was negatively affected during the financial year as a
direct result of the war between Russia and Ukraine.
The market interest rates have increased significantly year on year and the
weighted average cost of capital rose from +-6.2% in the previous year to
13.5% for the current financial year. This has resulted in impairments being
required for the investments and related property, plant and equipment.
Market indicators are predominantly showing an expected decrease in the
interest rates during the second half of the 2023 financial year. As a result
of the disposal of the interest in these projects during 2024, the group does
not expect that a reversal of impairment would occur.
The assessment of the value in use of the intangible assets resulted in an
impairment of £2,258,774 (2022: £3,229,155) being recognised. The most
significant contributor to the impairment required was the increase of the
weighted average cost of capital due to increase in market interest rates.
The directors have performed further sensitivity analysis on the value in use
assessments for the four projects based in the UK and Sustineri based in South
Africa with the following variables being assessed:
Key estimation variables Reason for assessment
Projects delayed by 6 months The projects may be delayed due to project funding restrictions.
250bps Increase/Decrease in WACC The market interest rates have been volatile during the financial year and due
to the above average interest rate increases an assessment of 250bps increase
or decrease was performed.
250bps Increase/Decrease in £/MW output The energy market has experienced above average movements during the financial
year and an assessment of 250bps increase or decrease was performed.
Projects life reduced by 5 years The projects might be abandoned in 15 years due to excessive wear on the plant
or significant change in market sentiment regarding natural gas.
12. Investment in associates
Investment in associates consist of equity investments where the Group has an
equity interest between 20% and 50% and does not exercise control over the
investee.
The following reconciliation serves to summarise the composition of
investments in associates as at period end:
Katoro Gold PLC (£) Mabesekwa Coal Independent Power Project (£) Total (£)
Carrying value at 1 January 2022 528,764 3,563,639 4,092,403
Share of losses for the year (181,684) - (181,684)
Impairment loss (246,135) (3,563,639) (3,809,774)
Carrying value at 1 January 2023 100,945 - 100,945
Share of losses for the year (97,340) - (97,340)
Reversal of impairment loss 121,377 307,725 429,102
Disposal of intangible asset (307,725) (307,725)
Carrying value at 31 December 2023 124,982 - 124,982
Mabesekwa Coal Independent Power Project
On 3 April 2018, the Group completed the acquisition of an 85% interest in the
Mabesekwa Coal Independent Power
Project, located in Botswana. The intangible asset was recognised at the fair
value of the consideration paid, which emanates from the fair value of the
equity instruments issued as at transaction date, being £9,376,312.
The Mabesekwa Coal Independent Power Project ("MCIPP") is located
approximately 40km east of the village of Tonata and approximately 50km
southeast of Francistown, Botswana's second largest city. Certain aspects of
the Project have been advanced previously by Sechaba Natural Resources Limited
("Sechaba"), including water and land use permits and environmental
certification. Mabesekwa consists of an in situ 777Mt Coal Resource. A
pre-feasibility study on a coal mine and a scoping study on a coal fired
thermal power plant has been completed. Kibo is in possession of a Competent
Persons Report on the project, which includes a SAMREC-compliant Maiden
Resource Statement on the excised 300 Mt portion of the Mabesekwa coal
deposit.
In September 2019, Kibo and Shumba Energy Limited ("Shumba") signed a binding
Heads of Agreement to reorganise the arrangements for the MCIPP and its
associated coal asset in Botswana. Under the reorganisation the MCIPP retained
assets will be consolidated back into KEB and Kibo's interest in KEB will be
reduced to 35% to maintain Kibo's look-through interest in the MCIPP resource
and make sundry adjustments to recognise Kibo's project expenditure. In
exchange for the increase in the equity interest held by Shumba, Shumba would
forego the previous claim it had against a portion of the MCIPP coal
resources, thereby increasing the value of the interest held by KEB.
During the financial year the investment in Mabasekwa was disposed of for the
shares in the listed company Shumba Energy Limited with a fair value of
£307,725 at disposal date. The shares fair valued at year end did not change
and remained as £307,725. Shumba Energy trades on the Botswana Stock
Exchange. The intangible asset for the Mabasekwa Coal assets were valued at
the disposal price which resulted in a reversal of impairment of £307,725.
Kibo Energy Botswana (Pty) Ltd recognised no revenue during the year (2022:
Nil). No dividends were received during the year (2022: Nil). Kibo Energy
Botswana (Pty) Ltd's principal place of business is Plot 2780, Extension 9,
Gaborone, Botswana.
During the 2024 year, the investment in Shumba was disposed of as part of the
disposal of Kibo Mining (Cyprus) Limited ("KMCL") on 11 October 2024, for a
consideration to Kibo Energy Plc of £Nil as the proceeds with said disposal
was set off against KMCL's payroll liabilities under the terms of the share
purchase agreement, which resulted in a group loss on disposal of £307,725.
The disposal was as a result of the Group restructuring initiated during June
2024 (refer note 26).
Katoro Gold PLC
On 30 September 2021, the Group lost the ability to exercise control over the
operations of Katoro Gold PLC and its subsidiaries (hereinafter referred to as
the "Katoro Group") following from the resignation of certain Kibo directors.
Following the loss of control, in accordance with IFRS 10, the assets,
liabilities, non-controlling interest and foreign currency translation
reserves attributable to the operations of the Katoro Group were derecognised,
with the remaining equity interest retained in the associate being recognised
at fair value, resulting in a loss on deemed disposal recognised through
profit or loss, as detailed below.
The value of the remaining equity interest in Katoro Gold PLC on initial
recognition as an associate, was determined based on the fair value of the
listed equities.
During the current year the shareholding of Katoro declined to below the 20%
threshold. Due to significant influence retained over Katoro as a result of
shared board members during the 2023 year, Katoro was deemed to be an
associate as at reporting date. In the 2024 financial year board changes in
both Kibo and Katoro resulted in Katoro no longer being recognised as an
associate.
Summarised financial information of the associate is set out below:
Group (£) Group (£)
31 December 2023 31 December 2022
Non-current assets - -
Current assets 16,330 65,936
Current liabilities (654,618) (296,844)
Loss for the year ended (607,365) (1,066,616)
Cash flow from operating activities (200,388) (893,310)
Cash flow from investing activities - -
Cash flows from financing activities 144,711 114,950
Katoro Gold PLC recognised no revenue during the year (2022: £Nil). No
dividends were received during the year (2022: £Nil). Kibo owns 96,138,738 of
Katoro's 669,497,693 issued shares or 14.36% (2022: 20.88%) of the issued
shares at year end.
At 31 December 2023 the group equity accounted for loss and other
comprehensive income in Katoro to the value of £97,340. In terms of group
accounting policies, the carrying value of investments in associates that are
publicly traded are measured at the fair value of their shares. The resultant
difference is recognised as an impairment loss or reversal of impairment. The
net reversal of impairment amounted to £121,377 for the year (2022: £246,135
impairment loss).
Katoro Gold PLC's principal place of business is the 6(th) Floor, 60
Gracechurch Street, London, EC4V OHR. Project specific information about
Katoro Gold PLC can be obtained from their website at katorogold.com.
13. Other financial assets
Group (£) Group (£)
2023 2022
Other financial assets comprise of:
Shumba Energy Limited (refer note 12) 307,725
307,725 -
Impairment allowance for other financial assets receivable
Shumba Energy Limited (refer note 12) - -
Group
Reconciliation of movement in other financial assets Shumba Energy Limited
£
Carrying value as at 31 December 2022 -
Additions 307,725
Carrying value as at 31 December 2023 307,725
Fair value hierarchy measurement Level 1
14. Other receivables
Group 2023 (£) Group 2022 (£) Company Company
2023 (£)
2022 (£)
Amounts falling due within one year:
Other debtors 242,272 227,223 156,114 90,720
242,272 227,223 156,114 90,720
The carrying value of current receivables approximates their fair value.
Trade and other receivables pledged as security
None of the above stated trade and other receivables were pledged as security
at period end. Credit quality of trade and other receivables that are neither
past due nor impaired can be assessed by reference to historical repayment
trends of the individual debtors.
15. Cash and cash equivalents
Group (£) Company (£)
Cash consists of: 2023 2022 2023 2022
Short term convertible cash reserves 64,057 163,884 1,507 19,442
64,057 163,884 1,507 19,442
Cash has not been ceded or placed as encumbrance toward any liabilities as at
year end.
16. Share capital - Group and Company
2023 2022
Authorised equity
10,000,000,000 Ordinary shares of €0.0001 each €1,000,000 -
5,000,000,000 Ordinary shares of €0.001 each - €5,000,000
1,000,000,000 deferred shares of €0.014 each €14,000,000 €14,000,000
3,000,000,000 deferred shares of €0.009 each €27,000,000 €27,000,000
5,000,000,000 deferred shares of €0.0009 each €4,500,000 -
€46,500,000 €46,000,000
Allotted, issued and fully paid shares
2023: 3,779,866,683 Ordinary shares of €0.0001 each £258,511 -
2022: 3,039,197,458 Ordinary shares of €0.001 each - £1,934,599
1,291,394,535 Deferred shares of €0.009 each £9,257,075 £9,257,075
805,053,798 Deferred shares of €0.014 each £9,948,807 £9,948,807
3,779,866,683 Deferred shares of €0.0009 each £2,326,595 -
£21,790,988 £21,140,481
Number of Shares Ordinary Share Capital Deferred Share Capital Share premium
(£)
(£)
(£)
Balance at 31 December 2021 2,930,657,437 1,836,562 19,205,882 45,429,328
Shares issued during the period 108,540,021 98,036 - 86,753
Balance at 31 December 2022 3,039,197,458 1,934,598 19,205,882 45,516,081
Shares issued during the period 740,669,225 650,508 299,920
Deferred shares issued during the period - (2,326,595) 2,326,595 -
Balance at 31 December 2023 3,779,866,683 258,511 21,532,477 45,816,001
All ordinary shares issued have the right to vote, right to receive dividends,
a copy of the annual report, and the right to transfer ownership.
During the year, the Company resolved to reduce the nominal value of the
ordinary shares in issue from €0.001 to
€0.0001, whilst retaining the same number of shares. Under the capital
re-organisation, each ordinary share was
converted into one new deferred share of €0.0009 each and one new ordinary
share of €0.0001 each.
The Deferred Shares will not entitle holders to receive notice of, or attend
or vote at any general meeting of the
Company or to receive a dividend or other distribution or to participate in
any return on capital on a winding up other
than the nominal amount paid following a substantial distribution to the
holders of the Ordinary Shares in the
Company.
The company issued the following ordinary shares during the period, with
regard to key transactions:
· 14,025,314 new Kibo Shares were issued on 25 January 2023 of €0.001
each at a deemed issue price of £0.0014 per share to a supplier in settlement
of £19,635 of amounts due;
· 510,369,286 new Kibo Shares were issued on 11 April 2023 of €0.001
each at a deemed issue price of £0.0014 to and Institutional Lender pursuant
to partial settlement of convertible loan notes;
· 168,274,625 new Kibo Shares were issued on 26 April 2023 of €0.001
each at a deemed issue price of £0.0011 per share pursuant to 168,274,625
warrants exercised
• 48,000,000 new Kibo Shares were issued on 26 May 2023 of
€0.001 each at a deemed issue price of
£0.0011 per share pursuant to 48,000,000 warrants exercised.
17. Control reserve
The transaction with Opera Investments PLC in 2017 represented a disposal
without loss of control. Under IFRS this constitutes a transaction with equity
holders and as such is recognised through equity as opposed to recognising
goodwill. The control reserve represents the difference between the purchase
consideration and the book value of the net assets and liabilities acquired in
the transaction with Opera Investments. The control reserve balance as at the
year-end is Nil, following the loss of control over of Katoro Gold PLC
effective from 30 September 2021.
18. Share based payments reserve
The following reconciliation serves to summarise the composition of the
share-based payment reserves as at period end, which incorporates both
warrants and share options in issue for the Group:
Group (£) Company (£)
2023 2022 2023 2022
Opening balance of share-based payment reserve 73,469 466,868 73,469 466,868
Repricing of warrants (45,850) - (45,850) -
Issue of share options and warrants 380,741 24,774 - 24,774
Warrants attributable to NCI (380,741) - - -
Expired warrants during the period (17,441) (418,173) (17,441) (418,173)
Warrants exercised (10,178) - (10,178) -
- 73,469 - 73,469
Share Options and Warrants detail
Share Options
Kibo and MAST Energy Developments PLC had no share options in issue throughout
the year
Warrants
The following reconciliation serves to summarise the value attributable to the
share-based payment reserve as at period end for the Company:
Group (£) Company (£)
2023 2022 2023 2022
Opening balance of warrant reserve 73,469 466,868 73,469 466,868
Repricing of warrants (45,850) - (45,850) -
Issue of share options and warrants 380,741 24,774 - 24,774
Expired warrants during the period (17,441) (418,173) (17,441) (418,173)
Warrants exercised (10,178) - (10,178) -
380,741 73,469 - 73,469
The following reconciliation serves to summarise the quantity of warrants in
issue as at period end:
Group Company
2023 2022 2023 2022
Opening balance 1,128,024,625 1,180,861,140 1,128,024,625 1,180,861,140
New warrants issued 86,814,562 168,274,625 - 168,274,625
Warrants exercised (284,524,625) - (284,524,625) -
Warrants expired (843,500,000) (221,111,140) (843,500,000) (221,111,140)
86,814,562 1,128,024,625 - 1,128,024,625
At 31 December 2023 the Group had no share options and 86,814,562 (2022:
1,128,024,625) warrants outstanding:
Warrants (All arose in Mast Energy Developments Plc)
Date of Grant Issue date Expiry date Exercise price Number granted Exercisable as at 31 December 2023
18 May 2023 18 May 2023 18 May 2026 2p 2,255,656 2,255,656
18 May 2023 18 May 2023 18 May 2026 2p 2,255,656 2,255,656
18 May 2023 18 May 2023 18 May 2027 0.89 20,575,813 20,575,813
18 May 2023 18 May 2023 18 May 2027 1.8p 20,575,813 20,575,813
18 May 2023 18 May 2023 18 May 2027 0.89p 20,575,813 20,575,813
18 May 2023 18 May 2023 18 May 2027 1.8pp 20,575,813 20,575,813
86,814,564 86,814,564
Total contingently issuable shares 86,814,564 86,814,564
Expenses settled through the issue of shares
The Group recognised the following expense related to equity settled
share-based payment transactions:
2023 (£) 2022 (£)
Geological expenditure settled - 25,000
Listing and capital raising fees 195,559 159,790
Shares and warrants issued to directors and staff - -
195,559 184,790
19. Translation reserve
The foreign exchange reserve relates to the foreign exchange effect of the
retranslation of the Group's overseas subsidiaries on consolidation into the
Group's financial statements, taking into account the financing provided to
subsidiary operations is seen as part of the Group's net investment in
subsidiaries.
Group
2023 2022
(£) (£)
Opening balance (93,993) (466,184)
Movement during the period 576,313 372,191
Closing balance 482,320 (93,993)
The gain on foreign currency translation is a result of investments in foreign
denominated subsidiaries with the primary investments in Euro and secondary
investments in US Dollar and South African Rand. The devaluation of the Euro
to the British Pound specifically resulted in above normal gains experienced
in the current year. The foreign currency translation reserve is expected to
be derecognised during the 2024 year as a result of Kibo Mining Cyprus
Limited's disposal (refer note 26).
20. Non-controlling interest
The non-controlling interest brought forward relates to the minority equity
attributable to Sustineri Energy and Mast Energy Developments Plc. As at 31
December 2023, the Group's non-controlling interest comprises 57,42% equity
held in MAST Energy Development PLC (2022: 42.14%) and 35% in Sustineri Energy
(2022: 35%).
Group
2023 (£) 2022 (£)
Opening balance 1,164,218 1,962,816
Change of interest in subsidiary without loss of control 483,786 333,009
Warrants attributable to NCI 380,741 -
Director's loan repayable in shares 81,329 -
Comprehensive loss for the year allocated to non-controlling interest (1,854,866) (1,131,607)
Closing balance of non-controlling interest 255,208 1,164,218
The summarised financial information for significant subsidiaries in which the
non-controlling interest has an influence, namely MAST Energy Developments PLC
as at ended 31 December 2023, is presented below:
MAST Energy Development PLC
2023 (£) 2022 (£)
Statement of Financial position
Total assets 2,601,549 4,617,505
Total liabilities 2,986,058 2,500,761
Statement of Profit and Loss
Revenue for the period 341,207 1,036,743
Loss for the period (3,539,394) (2,733,000)
Statement of Cash Flow
Cash flows from operating activities (727,125) (1,284,427)
Cash flows from investing activities - (974,350)
Cash flows from financing activities 595,193 585,500
21. Trade and other payables
Group 2023 (£) Group 2022 (£) Company 2023 (£) Company 2022 (£)
Amounts falling due within one year:
Trade payables 1,862,542 680,722 420,340 159,009
Derivative liabilities (refer below) 22,232 20,386 - -
Other payables 600,000 884,015 600,000 -
Accrued liabilities 1,427,449 809,967 81,885 667,026
3,912,223 2,395,090 1,102,225 826,035
Movements in derivative liabilities included in Trade and Other Payables:
(Derecognition) / Recognition of derivative liability derived from the (64,326) 106,944 - -
convertible loan notes
Gain on fair value adjustment of derivative liability 86,558 (86,558) - -
22,232 20,386 - -
The carrying value of current trade and other payables equals their fair value
due mainly to the short-term nature of these receivables.
Derivatives
The derivative liability is derived from the convertible credit note loans.
The convertible feature within the credit notes enables the noteholders to
convert into a fixed number of shares at the Fixed Premium Payment Price
(FPPP). This price does have variability, although the FPPP is set at the
Reference price, in the event that a share placing occurs 93,910 at below the
Reference price, the FPPP will be the share placing price ("round down"
feature). The conversion includes and embedded derivative, as its value moves
in relation the share price (through a placing price) and it is not related to
the underlying host instrument, the debt. The effect is that the embedded
derivative is accounted for separately at fair value.
22. Borrowings and other financial liabilities
Group 2023 (£) Group 2022 (£) Company 2023 (£) Company 2022 (£)
Amounts falling due within one year:
Short term loans 1,217,913 1,195,239 1,217,913 1,195,239
Other financial liabilities - Convertible loan notes 318,925 1,012,790 - 657,985
Amounts falling due between one year and five years:
Other financial liabilities - Convertible loan notes 444,365 243,056 - -
1,981,203 2,451,085 1,217,913 1,853,224
Group 2023 (£) Group 2022 (£) Company 2023 (£) Company 2022 (£)
Reconciliation of borrowings and other financial liabilities:
Opening balance 2,451,085 1,079,691 1,853,224 119,004
Proceeds from convertible loans in MED 171,931 650,000 -
Proceeds from borrowings in Kibo 1,672,824 1,672,824
Recognition of derivative liability derived from the convertible loan (106,944) -
notes
Raised during the year - -
Repayment of deferred payment liability (555,535) -
Repayment of borrowings (466,870) (44,917) (322,687) (44,917)
Waiver of deferred payment liability (421,041) -
Debt forgiven - -
Interest charged 204,128 192,087 115,397 121,393
Costs incurred on borrowings 195,559 74,709 146,609 74,709
Settled through the issue of shares (574,630) (89,789) (574,630) (89,789)
Closing balance 1,981,203 2,451,085 1,217,913 1,853,224
Breakdown of borrowings and other financial liabilities:
Non-current - 243,056 - -
Current 1,981,203 2,208,029 1,217,913 1,853,224
Total 1,981,203 2,451,085 1,217,913 1,853,224
Convertible loan notes
Short term loans relate to two unsecured loan facilities from the
institutional investor which are repayable either through the issue of
ordinary shares or payment of cash by the Company.
These facilities have repayment periods of 18 and 24 months respectively for
each drawdown from the facility. The facilities may be converted at the option
of the note holders once certain milestones have been met.
During the year the loan notes were reprofiled.
23. Investment in subsidiaries and associates
Breakdown of investments as at 31 December 2023
Associate undertakings (£) Subsidiary undertakings
(£)
Kibo Mining (Cyprus) Limited - 2,210,659
Katoro Gold PLC 124,982 -
Shankley Biogas Limited - -
Total investments 124,982 2,210,659
Breakdown of investments as at 31 December 2022
Associate undertakings (£) Subsidiary undertakings
(£)
Kibo Mining (Cyprus) Limited - 4,987,662
Katoro Gold PLC 100,945 -
Shankley Biogas Limited - 600,000
Total cost of investments 100,945 5,587,662
Investments at Cost
At 1 January 2022 528,764 16,233,997
Additions in Kibo Mining Cyprus Limited - 1,086,889
Purchase of Shankley Biogas Limited (refer note 11) - 600,000
Impairment of subsidiaries - (12,333,224)
Fair value adjustment of Katoro Gold PLC (427,819) -
At 31 December 2022 (£) 100,945 5,587,662
Reduction in Kibo Mining Cyprus Limited (48,972)
Impairment of subsidiaries (3,328,031)
Fair value adjustment of Katoro Gold PLC 24,037 -
At 31 December 2023 (£) 124,982 2,210,659
At 31 December 2023 the Company had the following undertakings:
Subsidiary, associate, Joint Ops Interest Interest
Description Activity Incorporated in held (2023) held (2022)
Directly held investments
Kibo Mining (Cyprus) Limited Subsidiary Treasury Function Cyprus 100% 100%
Katoro Gold PLC Associate Mineral Exploration United Kingdom 14.36% 20.88%
Indirectly held investments
MAST Energy Development PLC Subsidiary Power Generation United Kingdom 42.58% 57.86%
Sloane Developments Limited Subsidiary Holding Company United Kingdom 42.58% 57.86%
MAST Energy Projects Limited Subsidiary Power Generation United Kingdom 42.58% 57.86%
Bordersley Power Limited Subsidiary Power Generation United Kingdom 42.58% 57.86%
Rochdale Power Limited Subsidiary Power Generation United Kingdom 42.58% 57.86%
Pyebridge Power Limited Subsidiary Power Generation United Kingdom 42.58% 57.86%
Kibo Gold Limited Associate Holding Company Cyprus 2.87% 20.88%
Savannah Mining Limited Associate Mineral Exploration Tanzania 2.87% 20.88%
Kibo Nickel Limited Associate Holding Company Cyprus 9.33% 20.88%
Eagle Exploration Limited Associate Mineral Exploration Tanzania 9.33% 20.88%
Katoro (Cyprus) Limited Associate Mineral Exploration Cyprus 9.33% 20.88%
Katoro South Africa Limited Associate Mineral Exploration South Africa 9.33% 20.88%
Mbeya Holdings Limited Subsidiary Holding Company Cyprus 100% 100%
Mbeya Development Limited Subsidiary Holding Company Cyprus 100% 100%
Mbeya Mining Company Limited Subsidiary Holding Company Cyprus 100% 100%
Mbeya Coal Limited Subsidiary Mineral Exploration Tanzania 100% 100%
Rukwa Holding Limited Subsidiary Holding Company Cyprus 100% 100%
Mbeya Power Tanzania Limited Subsidiary Power Generation Tanzania 100% 100%
Kibo Mining South Africa (Pty) Ltd Subsidiary Treasury Function South Africa 100% 100%
Sustineri Energy (Pty) Ltd Subsidiary Renewable Energy South Africa 65% 65%
Kibo Exploration Limited Subsidiary Treasury Function Tanzania 100% 100%
Kibo MXS Limited Subsidiary Holding Company Cyprus 100% 100%
Mzuri Exploration Services Limited Investment Exploration Services Tanzania 4.78% 4.78%
Protocol Mining Limited Investment Exploration Services Tanzania 4.78% 4.78%
Jubilee Resources Limited Subsidiary Mineral Exploration Tanzania 100% 100%
Kibo Energy Botswana Limited Subsidiary Holding Company Cyprus 100% 100%
Kibo Energy Botswana (Pty) Ltd - disposed Associate Mineral Exploration Botswana 0% 35%
Kibo Energy Mozambique Limited Subsidiary Holding Company Cyprus 100% 100%
Pinewood Resources Limited Subsidiary Mineral Exploration Tanzania 100% 100%
BENGA Power Plant Limited Joint Venture Power Generation Tanzania 65% 65%
Makambako Resources Limited Subsidiary Mineral Exploration Tanzania 100% 100%
Shankley Biogas Limited Subsidiary Power Generation United Kingdom 100% 100%
The Group has applied the approach whereby loans to Group undertakings and
trade receivables from Group undertakings were capitalised to the cost of the
underlying investments. The capitalisation results in a decrease in the
exchange fluctuations between Group companies operating from various
locations.
24. Related parties
Related parties of the Group comprise subsidiaries, joint ventures,
significant shareholders, the Board of Directors and related parties in terms
of the listing requirements. Transactions between the Company and its
subsidiaries, which are related parties, have been eliminated on
consolidation.
Board of Directors/ Key Management
Name Relationship (Directors of:)
A. Lianos (resigned 2022) River Group, Boudica Group and Namaqua Management Limited
Other entities over which directors/key management or their close family have
control or significant influence:
River Group River Group provide corporate advisory services and is the Company's
Designated Advisor.
Boudica Group provides secretarial services to the Group.
Boudica Group
St Anderton on Vaal Limited provides consulting services to the Group. The
St Anderton on Vaal Limited directors of St Anderton on Vaal Limited are also directors of Mast Energy
Developments PLC.
Kibo Mining PLC is a shareholder of the following companies and as such are
considered related parties:
Directly held investments: Kibo Mining (Cyprus) Limited
Katoro Gold PLC
Indirectly held investments: Kibo Gold Limited
Kibo Mining South Africa Proprietary Limited
Savannah Mining Limited
Kibo Nickel Limited
Katoro (Cyprus) Limited
Katoro South Africa Proprietary Limited
Kibo Energy Botswana Limited
Kibo Energy Mozambique Limited
Eagle Exploration Mining Limited
Rukwa Holdings Limited
Mbeya Holdings Limited
Mbeya Development Company Limited
Mbeya Mining Company Limited
Mbeya Coal Limited
Mbeya Power Limited
Kibo Exploration Limited
Mbeya Power Tanzania Limited
Kibo MXS Limited
Kibo Energy Mozambique Limited
Pinewood Resources Limited
Makambako Resources Limited
Jubilee Resources Limited
MAST Energy Developments PLC
MAST Energy Projects Limited
Sloane Developments Limited
Bordersley Power Limited
Rochdale Power Limited
Pyebridge Power Limited
Shankley Biogas Limited
Icon Park (Pty) Ltd
Sustineri Energy Proprietary Limited
Balances
Name Amount (£) Amount (£)
2023 2022
Group
Boudica Group - Secretarial services - 27,577
River Group - Professional and legal services - 2,500
Company
Katoro Gold Plc - recharges receivable 30,403 -
Mast Energy Developments Plc- Management and administration services 38,306 16,025
receivable
Mast Energy Developments Plc (through Kibo Mining (Cyprus) Limited)- loan 849,253 1,231,535
receivable
Transactions
Name Amount (£) Amount (£)
2023 2022
Group
Boudica Group - Secretarial services - 27,577
Company
Mast Energy Developments Plc - Management and administration services 30,892 16,232
Katoro Gold Plc- Management and administration services 30,403 49,453
Directors fees (refer note 7) - 24,366
Transactions between the Company and its subsidiaries, which are related
parties, have been eliminated on consolidation. The transactions during the
period between the Company and its subsidiaries included the settlement of
expenditure to/from subsidiaries, working capital funding, and settlement of
the Company's liabilities through the issue of equity in subsidiaries. The
loans from related parties do not have fixed repayment terms and are
unsecured.
25. Financial Instruments and Financial Risk Management
The Group and Company's principal financial instruments comprises trade
payables and borrowings. The main purpose of these financial instruments is to
provide finance for the Group and Company's operations. The Group has various
other financial assets and liabilities such as trade receivables and trade
payables, which arise directly from its operations.
It is and has been throughout the 2023 and 2022 financial period, the Group
and Company's policy not to undertake trading in derivatives. Any derivative
liabilities due are a result of agreements with the Group and Company's
suppliers or financiers under its primary business goals, i.e., financing and
development of renewable energy projects.
The main risks arising from the Group and Company's financial instruments are
foreign currency risk, credit risk, liquidity risk, interest rate risk and
capital risk. Management reviews and agrees policies for managing each of
these risks which are summarised below.
2023 (£) 2022 (£)
Financial instruments of the Group are: Financial assets Financial liabilities Financial assets Financial liabilities
Financial assets at amortised cost
Other receivables 242,272 - 227,223 -
Cash and cash equivalents 64,057 - 163,884 -
Financial liabilities at amortised cost
Trade and other payables - 3,912,223 - 2,374,704
Other financial liabilities - 763,290 - 1,255,846
Borrowings - 1,217,913 - 1,195,239
Financial liabilities at fair value
Trade payables - derivative liabilities - 22,232 - 20,386
306,329 5,915,658 391,107 4,846,175
2023 (£) 2022 (£)
Financial instruments of the Company are: Financial assets Financial liabilities Financial assets Financial liabilities
Financial assets at amortised cost
Other receivables 156,114 90,720 -
Cash and cash equivalents 1,507 19,442 -
Financial liabilities at amortised cost
Trade and other payables 1,102,225 - 826,035
Other financial liabilties - - 657,985
Borrowings 1,217,913 - 1,195,239
157,621 2,320,138 110,162 2,679,259
Foreign currency risk
The Group undertakes certain transactions denominated in foreign currencies
and exposures to exchange rate fluctuations therefore may arise. Exchange rate
exposures are managed by continuously reviewing exchange rate movements in the
relevant foreign currencies. The exposure to exchange rate fluctuations for
the Group/Company is limited to foreign currency translation of subsidiaries.
At the period ended 31 December 2023, the Group had no outstanding forward
exchange contracts.
Exchange rates used for conversion of foreign subsidiaries undertakings were:
2023 2022
EURO to GBP (Average) 0.8765 0.8115
EURO to GBP (Spot) 0.8675 0.8866
USD to GBP (Average) 0.8074 0.8528
USD to GBP (Spot) 0.7855 0.8266
ZAR to GBP (Average) 0.0459 0.0496
ZAR to GBP (Spot) 0.0430 0.0486
The executive management of the Group monitor the Group's exposure to the
concentration of fair value estimation risk on a monthly basis.
As the Group/Company has no material monetary assets denominated in foreign
currencies, the impact associated with a change in the foreign exchange rates
is not expected to be material to the Group/Company.
Credit risk
Credit risk refers to the risk that a counter party will default on its
contractual obligations resulting in financial loss to the Group. As the Group
does not, as yet, have any significant sales to third parties, this risk is
limited.
The Group and Company's financial assets comprise receivables and cash and
cash equivalents. The credit risk on cash and cash equivalents is limited
because the counterparties are banks with high credit-ratings assigned by
international credit rating agencies. The Group and Company's exposure to
credit risk arise from default of its counterparty, with a maximum exposure
equal to the carrying amount of cash and cash equivalents in its consolidated
statement of financial position. Expected credit losses were not measured on a
collective basis. The various financial assets owed from group undertakings
were evaluated against the underlying asset value of the investee, taking into
account the value of the various projects undertaken during the period, thus
validating, as required the credit loss recognised in relation to amounts owed
by group undertakings.
The Group does not have any significant credit risk exposure to any single
counterparty or any Group of counterparties having similar characteristics.
The Group defines counterparties as having similar characteristics if they are
connected or related entities.
Financial assets exposed to credit risk at period end were as follows:
Financial assets Group (£) Company (£)
2023 2022 2023 2022
Trade & other receivables 242,272 227,223 156,114 90,720
Cash 64,057 163,884 1,507 19,442
306,329 391,107 157,621 110,162
Liquidity risk management
Ultimate responsibility for liquidity risk management rests with the Board of
Directors, which has built an appropriate liquidity risk management framework
for the management of the Group and Company's short, medium and long-term
funding and liquidity management requirements. The Group manages liquidity
risk by maintaining adequate reserves and by continuously monitoring forecast
and actual cash flows and matching the maturity profiles of financial assets
and liabilities. Cash forecasts are regularly produced to identify the
liquidity requirements of the Group.
The Group and Company's financial liabilities relating to trade payables and
borrowings as at 31 December 2023 were payable on demand.
Group (£) Less than 1 year Greater than 1 year but within 5 years Greater than 5 years
At 31 December 2023
Trade and other payables 3,912,223 - -
Borrowings 1,217,913 - -
Lease liabilities 39,826 159,304 851,812
Other financial liabilities 318,925 444,365 -
5,488,887 603,669 851,812
At 31 December 2022
Trade and other payables 2,395,090 - -
Borrowings 1,195,239 - -
Lease liabilities 27,000 108,000 621,000
Other financial liabilities 1,012,790 243,056 -
4,630,119 351,056 621,000
Company (£)
At 31 December 2023
Trade and other payables 1,102,225 - -
Borrowings 1,217,913 - -
2,320,138 - -
At 31 December 2022
Trade and other payables 826,035 - -
Borrowings 1,195,239 - -
Other financial liabilities 657,985
2,679,259 -
Interest rate risk
The Group and Company's exposure to the risk of changes in market interest
rates relates primarily to the Group and Company's holdings of cash and
short-term deposits.
It is the Group and Company's policy as part of its management of the
budgetary process to place surplus funds on short term deposit in order to
maximise interest earned.
Group Sensitivity Analysis:
Currently no significant impact exists due to possible interest rate changes
on the Company's interest-bearing instruments.
Capital risk management
The Group manages its capital to ensure that entities in the Group will be
able to continue as a going concern while maximising the return to
stakeholders through the optimisation of the debt and equity balance.
The Group manages its capital structure and makes adjustments to it, in light
of changes in economic conditions. To maintain or adjust its capital
structure, the Group may adjust or issue new shares or raise debt. No changes
were made in the objectives, policies or processes during the period ended 31
December 2023.
The capital structure of the Group consists of equity attributable to equity
holders of the parent, comprising issued capital, reserves and retained losses
as disclosed in the consolidated statement of changes in equity.
Fair values
The carrying amount of the Group and Company's financial assets and financial
liabilities recognised at amortised cost in the financial statements
approximate their fair value.
Hedging
As at 31 December 2023, the Group had no outstanding contracts designated as
hedges.
26. Events After the Reporting Period
Retirement of Directors
Ajay Saldanha and Louis Coetzee retired from the Board as directors of the
Company on 10 January 2024 and 5 July 2024 respectively.
Conversion of accrued fees & interest to equity
On 11 January 2024 the Company announced the allotment of 500,000,000 new
ordinary Kibo shares of €0.0001 each to RiverFort representing conversion
of accrued fees and interest totalling £161,000 forming part of the
outstanding balance of £1,106,146.72 reported by the Company owing to
RiverFort under the Facility Restatement Agreement signed on 10 April 2023.
The conversion price was £0.000322 (0.0322 pence) calculated as 92% of the
lowest daily VWAP over the ten (10) Trading Days immediately preceding the
date of the conversion notice in accordance with the terms of the Facility
Restatement Agreement.
Share issue to service provider in settlement of invoice
On 8 March 2024, a further 81,081,081 shares in settlement of an invoice to a
separate service provider at a deemed price of 0.037p for a total of £30,000
were issued.
Strategy Update
On 16 January 2024 the Company provided a strategy update on its bio-coal
development test work as part of its commitment to on-going sustainable clean
energy solutions. It advised that it is currently formulating a joint
development agreement with a multinational food and beverage producer ("the
Client") intended to be funded equally (i.e., 50-50) by Kibo and the Client.
The objective of this collaboration is to build and operate a pilot plant that
will produce bio-coal as a preliminary step towards the establishment of a
comprehensive production-scale facility. This initiative, subject to a
successful pilot plant and financing, will enable the Client to transition
from the use of fossil coal to bio-coal in its comprehensive boiler fleet,
without any reconfiguration, aligning with established Environmental, Social
and Governance (ESG) compliance standards. Furthermore, it noted that it has
received conditional preliminary approval for development funding, subject to
due diligence, from a prominent development banking institution in Southern
Africa for one of the Company's existing waste-to-energy projects. It should
be noted that Kibo no longer has any interest in this project following the
sale of Kibo Mining (Cyprus) Limited to Aria Capital Management Limited in
October 2024.
Extraordinary General Meetings
On 9 February 2024 the Company held an extraordinary general meeting where it
obtained shareholder approval to renew its ability to issue shares without
applying pre-emption rights and to update its Memo & Articles of
Association to align with all authorities approved by Shareholders at previous
general meetings.
On 25 July 2024 the Company held an extraordinary general meeting where it
obtained shareholder approval to increase its ordinary authorised share
capital to 30 billion shares of €0.0001 each.
On 11 October 2024 the Company held an extraordinary general meeting where it
obtained shareholder approval for the sale of its wholly owned subsidiary,
Kibo Mining (Cyprus) Limited to Aria Capital Management Limited.
Corporate Restructuring & Repositioning
On 7 June 2024, the Company announced a major corporate restructuring and
repositioning of the Company that included, inter alia, the conditional
appointment of four new directors to the board including a new CEO and non
-executive Chairman, creditor restructuring and settlement, review of its
existing energy portfolio, Option awards to directors and a Placing for
£500,000.
On 20 June 2024 the Company announced a modification to its announcement on
7 June whereby the number of new directors to be appointed to the board was
reduced from four to two, and a revised reduced placing of £340,000 by way of
new broker sponsored placing and private subscriptions.
On 25 June 2024, the Company announced that it was unlikely it could meet its
30 June 2024 deadline for the publication of its 2023 audited accounts
following which it would be suspended from trading on AIM effective 7.30 a.m.
on 1 July 2024 and also provided details for the admission of the new shares
to be issued further to the £340,000 placing announced on 20 June 2024.
On 27 June 2024, the Company announced further changes to the placing details
announced on 20 June 2024 as regards placing amount, placing price, placees
and schedule for admission of placing shares to AIM. The placing amount was
increased from £340,000 to £350,000 and at a placing price of 0.0084 pence
and the issue of 4,166,666,666 new ordinary Kibo shares. (the "Placing
Shares"). The entire placing amount was subscribed for by a private investor
to be settled in two tranches with 1,785,714,286 Placing Shares (Tranche 1)
for a consideration of £150,000, settling immediately and 2,380,952,380
Placing Shares (Tranche 2) for a consideration of £200,000 settling following
Kibo shareholder approval for an increase in authorized share capital of the
Company at a General Meeting to be held as soon as possible after settlement
of Tranche 1; and all Kibo creditor conversions as noted in the 7 June and
20 June RNS Announcement being settled in full. Admission of the shares to
AIM was scheduled to coincide with the lifting of the Company's share trading
suspension, such trading suspension subsequently coming into effect as
anticipated from 30 June 2024 and as announced by the Company on 1 July 2024.
On the 5 July 2024, the Company announced the stepping down of Louis Coetzee
as CEO of the Company and the appointment of Cobus van der Merwe as the
Interim CEO of the Company.
On 18 July 2024 the Company announced the appointment of Clive Roberts as
non-executive chairman of the Company.
On 5 August 2024, the Company announced the completion of the creditor
conversions (credit restructuring) first announced on 7 June 2024) following
shareholder approval for an increase in its authorised capital at its EGM on
25 July 2024 which was required to create sufficient authorised share headroom
for the creditor conversion to be implemented.
On 16 September 2024, the Company announced that it had signed a binding term
sheet (the "Term Sheet") with Swiss company, ESTI AG to acquire a diverse
portfolio of renewable energy projects across Europe and Africa spanning wind
and solar generation, agri-photovoltaics and technology development by way of
a proposed reverse takeover transaction. Under the Term Sheet Aria Capital
Management Limited ("Aria), a global asset management company were to be
appointed as the arrange to the reverse takeover transaction.
On the 19 September 2024, the Company announced that it had signed a sale
agreement with Aria Capital Management Limited for the purchase by Aria of
Kibo's its wholly owned subsidiary Kibo Mining (Cyprus) limited subject to
shareholder approval as required under AIM Rules. Shareholder approval was
subsequently obtained at a Kibo EGM on 11 October 2024 from which date the
Company was considered an AIM Rule 15 cash shell. As a cash shell, it was
noted that the Company had six months from 11 October 2024 to undertake a
Reverse Takeover or otherwise will be suspended, after which it will have a
further six months to complete a Reverse Takeover or otherwise be cancelled
from trading on AIM.
On 3 December 2024, the Company announced that it had terminated the Term
Sheet by mutual consent with ESTGI AG and secured a loan facility for up to
£500,000 from Aria (the "Aria Facility"). The Company noted that it had taken
this decision as it believed that it does not have sufficient time to secure
all relevant information in a timely manner necessary to complete the ESTGI AG
reverse takeover particularly noting the Company will have been suspended for
6 months on 31 December 2024. The Company noted that it will now focus on
completing and publishing its audited accounts to 31 December 2023 and interim
accounts to 30 June 2024 before 31 December 2024 to enable the Company's
current suspension from trading on AIM to be lifted. Following resumption of
trading, the Company noted that it will seek an alternative project portfolio
to proceed with a revised transaction (the "Revised Transaction") and that it
is already evaluating a number of project acquisition opportunities.
The Aria Facility is to provide the Company with working capital for the next
four months (to 31 March 2025) until it is able to identify and complete a
Revised Transaction.
The Company also announced that it had also signed a Deed of Amendment to the
terms of its outstanding loan facility with River Global Opportunities PCC
limited (the "RiverFort Loan"). The terms of the RiverFort Loan required
RiverFort's consent for the Company to enter into another loan facility with
another institution.
These measures summarised above amount to a business re-set for the Company
where it intends to move ahead under the stewardship of the reconstituted
board by transitioning Kibo to a broader based energy company.
Disposal, loss of control and deconsolidation of Mast Energy Developments
On 6 June 2024, the Company entered into an agreement with Riverfort Global
Opportunities in which it ceded its loan with Mast Energy Developments Plc
(MED) through its subsidiary Kibo Mining (Cyprus) Limited to Riverfort in
partial settlement of its loan with Riverfort. The loan with Riverfort Global
Opportunities and a transaction date balance of £767,205 was reduced to
£400,000 in exchange for the cession of the £797,396 loan receivable from
MED.
The loan receivable from MED was payable on demand and was historically
partially settled with shares issued in MED. The directors considered the loan
and historic precedent of conversion thereof as part of their assessment on
control over MED in terms of IFRS 10.
The directors determined that the combined factors of significant reduction in
shareholding in MED during the 2024 year, and the disposal of the loan
receivable from MED and resulting convertibility of the loan through shares
issued, resulted in loss of control of MED with effect from 7(th) of June
2024. From this date onwards MED was recognised as an associate and equity
accounted until the investment in MED was disposed of in full on the 30(th) of
September 2024.
MED's contribution to 31 December 2023's Balance Sheet and Profit and Loss is
summarised as follows:
Group MED Unconsolidated Group
Contribution 2023
2023 2023 (£)
(£) (£)
Assets 4,158,362 (2,569,419) 1,588,943
Equity (2,144,659) (464,744) (2,609,403)
Liabilities (6,303,021) 2,104,675 (4,198,346)
Loss for the year (5,715,341) 3,539,394 (2,175,947)
As a result of the investment in MED being reclassified as an associate and
the Group accounting policy of investments in listed associates being measured
at fair value of the shares at market value, the Group expects impairments and
gains on disposals of MED shares to amount to £12,482 and £268,497
respectively in its 30 June 2024 interim results. The gain on disposal is as a
result of the proceeds from share disposals and the recovery of loan and fair
value of the retained MED shares exceeding the net asset value thereof on
disposal date.
The retained investment in MED was disposed of in September 2024 to Riverfort
for £120,074.
Disposal of investment in Kibo Energy Botswana Limited
The Group disposed of its interest in Kibo Energy Botswana Limited on 31
January 2024 to Aria Capital Management Limited for an amount of £70,000. The
shareholding of Shumba Energy Limited did not form part of this agreement and
was transferred to Kibo Energy (Cyprus) Limited (KMCL) pending secretarial
finalisation. The transfer was completed in September 2024. The value of Kibo
Energy Botswana Limited was represented by the investment in Shumba Energy
Limited of £307,725. As Kibo Energy Botswana was held at a £Nil balance the
group expects a profit on disposal of £70,000 in its 30 June 2024 interim
results.
Disposal of investment in Kibo Mining (Cyprus) Limited
The Group disposed of its interest in Kibo Mining (Cyprus) Limited (KMCL) and
its subsidiaries on 16 September 2024 for £Nil; the disposal did not include
MED which contributed £1,902,936 of the carrying value of KMCL of £2,210,661
as at 31 December 2024. The disposal of the remaining carrying value of
£307,725, represented by the investment in Shumba, will result in a loss on
disposal of £307,725 of Kibo for the 2024 year.
The disposals above came about after the restructuring process initiated in
2024.
27. Commitments and Contingencies
Benga Power Project
Kibo entered into a Joint Venture Agreement (the 'Benga Power Joint Venture'
or 'JV') with Mozambique energy company Termoeléctrica de Benga S.A. to
participate in the further assessment and potential development of the Benga
Independent Power Project ('BIPP').
In order to maintain its initial participation interest Kibo is required to
ensure funding of a maximum amount of £1 million towards the completion of a
Definitive Feasibility Study, however this expenditure is still discretionary.
Other than the commitments and contingencies noted above, the Group does not
have identifiable material commitments and contingencies as at the reporting
date. Any contingent rental is expensed in the period in which it incurred. It
should be noted that that the Group disposed of its interest in the Benga
Power Project through the disposal of the Company's Cyprus subsidiary, Kibo
Mining (Cyprus) Limited, on 11 October 2024.
Annexure 1: Headline Earning Per Share
Headline earnings per share (HEPS) is calculated using the weighted average
number of ordinary shares in issue during the period and is based on the
earnings attributable to ordinary shareholders, after excluding those items as
required by Circular 1/2022 issued by the South African Institute of Chartered
Accountants (SAICA).
Reconciliation of Headline earnings per share
Headline loss per share
Headline loss per share comprises the following:
Reconciliation of headline loss per share: 31 December 2023 (£) 31 December 2022 (£)
Loss for the period attributable to normal shareholders (3,854,280) (9,776,917)
Adjustments:
Profit on disposal of PPE (6,424) (7,264)
Impairment of intangible assets 2,258,774 3,229,155
(Reversal of) / Impairment of associates (429,102) 3,809,774
Impairment of property, plant and equipment 459,700 -
Headline loss for the period attributable to normal shareholders (1,571,332) (2,745,252)
Headline loss per ordinary share (0.0004) (0.0009)
Weighted average number of shares in issue: 3,568,946,718 3,010,992,501
In order to accurately reflect the weighted average number of ordinary shares
for the purposes of basic earnings, dilutive earnings and headline earnings
per share as at year end, the weighted average number of ordinary shares was
adjusted retrospectively.
**ENDS**
Johannesburg
23 December 2023
Corporate and Designated Adviser
River Group
Nominated Adviser Statement
Beaumont Cornish Limited ("Beaumont Cornish"), is the Company's Nominated
Adviser and is authorised and regulated in the United Kingdom by the Financial
Conduct Authority. 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 the
announcement or any matter referred to in it.
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