REG - Kibo Energy PLC - Unaudited Interim Results - 30 June 2024
24/12/2024 07:00
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RNS Number : 1732R Kibo Energy PLC 24 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: 7.00am 24 December 2024
Kibo Energy PLC ('Kibo' or the 'Company')
Unaudited Interim Results for the Six-Month Period Ended 30 June 2024
Kibo Energy PLC (AIM: KIBO; AltX: KBO) is pleased to announce its unaudited
interim results for the six months ended 30 June 2024, contained below. The
full interim results are also available on the Company's website at
https://kibo.energy/wp-content/uploads/Kibo-Interim-Results-30-June-2024.pdf
(https://kibo.energy/wp-content/uploads/Kibo-Interim-Results-30-June-2024.pdf)
.
These interim 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.
Following publication of these interims along with the Company's audited
accounts as released at midday yesterday, trading in the Company's Ordinary
Shares on AIM is expected to resume with effect from 7.30am on Tuesday 24
December 2024.
Overview of the key highlights during the interim period:
· A continued focus on the Company's renewed strategy to acquire
and develop a portfolio of sustainable, renewable energy assets:
o Continued 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 held 65% and Industrial
Green Energy Solutions ('IGES') holds 35%, which could add a potential
accelerated additional revenue stream to the project.
o Continued with its bio-coal development test work as part of its
commitment to ongoing sustainable clean energy solutions which includes
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.
o Kibo subsidiary Mast Energy Developments plc ('MED') was successful in the
pre-qualification for two new bids, which resulted in a T-1 CM contract at
£35.79/kW/pa and a T-4 CM contract that cleared at a record price of
£65/kW/pa.
o MED furthermore signed a Project Finance funding agreement with RiverFort
Global Opportunities PCC Limited ("RiverFort"), with Pyebridge as the
borrower, with an initial funding facility up to £4,000,000 (the "RiverFort
Facility"), with a cumulative total net draw of c. £2.1m to date.
o MED's Pyebridge site was taken out of care & maintenance, and a
comprehensive improvement and refurbishment works programme was executed.
o MED paid down £325,000 on the outstanding balance on convertible loan
notes held by RiverFort via a director loan purchase agreement and a placing,
and also secured funding of £325,000 via a new non-convertible fixed term
loan with RiverFort for on-going working capital purposes.
· Corporate updates:
o The retirement of Ajay Saldanha from the board as director of the Company
on 10 January 2024.
o The conversion into 500m new Kibo ordinary shares on 11 January 2024 of
accrued fees and interest totaling £161,000 included in the outstanding
balance owing to RiverFort under the Facility Restatement Agreement signed on
10 April 2023.
o Obtained shareholder approval on 9 February 2024 at an extraordinary
general meeting of the Company 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.
o The Company announced a major corporate restructuring on 7, 20 and 27 June
2024 respectively that included the appointment of two new directors to the
board, the settlement of some creditors via share conversions and a placing of
£350,000 at a placing price of 0.0084 pence.
o The Company announced on 25 June 2024 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 on 1 July
2024.
o 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 MED loan receivable of £797,396 was ceded to
RiverFort for a reduction of £367,205 in the RiverFort loan.
o The Company determined that the combined factors of significant reduction
in shareholding in MED through share disposals during the first half of 2024
and the disposal of the loan receivable from MED to RiverFort, resulted in
loss of control of MED with effect from 7th of June 2024. From this date
onwards MED was recognised as an associate under the requirements of IFRS.
o The Group disposed of its interest in Kibo Energy Botswana Limited on 31
January 2024 to Aria Capital Management for an amount of £70,000.
Disposal, loss of control and deconsolidation of Mast Energy Developments
o 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.
o 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.
o 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.
o 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.
o The retained investment in MED was disposed of in September 2024 to
Riverfort for £120,074.
· Events after reporting period:
o On 5 July 2024, Louis Coetzee retired from the board as CEO and director
and the Company announced the appointment of Cobus van der Merwe as Interim
CEO of the Company.
o On 18 July 2024, Clive Roberts, a significant shareholder of the Company,
was appointed as non-executive chairman of the board.
o 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.
o On 5 August 2024, the Company announced the completion of the creditor
conversions as part of its major restructuring as announced on 7 and 20 June
2024.
o 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.
o On 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.
o On the 30th of September the Group disposed of its retained investment in
associate of Mast Energy Developments plc for an amount of £120,074 being
their market value on the London Stock Exchange calculated at £0.001443 per
MED share calculated as the volume weighted average price per share on 27
September 2024, to RiverFort Global Opportunities PCC Limited ("RiverFort"), a
3.25% shareholder, to provide for partial settlement of the current
outstanding balance on an existing loan (the "RiverFort Loan") of £462,871
(including interest and fees pursuant to the agreement) (the "MED Share
Sale").
o 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") to provide the Company with working
capital until its able to identify and complete a Reverse Takeover
transaction. 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.
o The Company 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 Aria Capital Management as
announced on 3 December 2024.
o 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 of investment in Kibo Mining (Cyprus) Limited
o 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.
o The disposals above came about after the restructuring process initiated
in the 2024 year.
Chairman's Statement
We are pleased to present our Interim Report for the six months ending 30 June
2024.
During the first half of 2024, Kibo Energy plc (Kibo' or the 'Company')
continued its commitment to its strategy to acquire and develop a portfolio of
sustainable, renewable energy assets, whilst focusing on solutions to deal
with its outstanding loan and creditor repayment obligations.
Kibo Business Recovery Plan
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. The new members of the reconstituted board comprise
myself, appointed non-executive Chairman and Cobus van der Merwe (former Chief
Financial Officer), appointed as Interim CEO, with both appointments to the
board made in July 2024. Louis Coetzee, the Company's former CEO who retired
from the board in July 2024, is also making himself available to the Company
in a board advisory role on a temporary basis to assist with new project
acquisitions.
Additionally, the KBRP 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).
Disposal of Company Assets
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 ("KMCL"), the holding company
for its African projects to Aria Capital Management Limited (the "KMCL
Disposal"). KMCL contains the legacy coal assets and the Company's
waste-to-energy and biofuel projects in sub-Saharan Africa. The Company also
disposed of its remaining 19.52% in LSE listed UK Reserve Power operator and
development company, Mast Energy Developments PLC (the "MED Disposal").
Southport Project
In the UK, the Southport project, which includes c. 5.5 million m(3)
bio-methane production and a 10 MW generation capacity is temporarily delayed,
pending the ongoing dispute with the vendor in respect of the Company's
investment in Shankley Biogas Limited, as disclosed in the audited
consolidated financial statements of the Company for the year ended 31
December 2022 and interim results for the six months ending 30 June 2023. The
Company is in settlement negotiations with the vendor and is confident that
the ongoing dispute will be settled, which may include cancelling the
transaction. The carrying values of the investment in Shankley and its
associated assets and liabilities, as included in the Group and Company
Balance Sheet as at 31 December 2023, remained unchanged for the six months to
30 June 2024.
Corporate
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 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 HY24 Interim
Results for the six months ending 30 June 2024.
Conclusion
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 a new portfolio of
assets as part of a Reverse Takeover transaction.
As we approach the end of 2024, I would like to acknowledge the unwavering
support and commitment of our Board, management and staff, shareholders and
other stakeholders as we embark on a new journey together to re-launch the
Company.
Clive Roberts
Chairman
Date: 23 December 2024
Unaudited Interim Results for the six months ended 30 June 2024
Unaudited Condensed Consolidated Interim Statement of Comprehensive Income
For the six months ended 30 June 2024
6 months to 6 months to 12 months to
30 June 30 June 31 December
Note 2024 2023 2023
(Unaudited) (Unaudited) (Audited)
£ £ £
Revenue 14 176,697 198,438 341,207
Cost of sales (74,782) (125,008) (223,838)
Gross profit/loss 101,915 73,430 117,369
Administrative expenses (584,668) (1,318,959) (2,164,670)
Reversal of impairment / (impairments) of non-current assets 9 (15,315) 4,052,331 (2,289,372)
Profit on disposal of non-current asset 334,351 - -
Fair value adjustments 10&13 - (4,153,309) -
Listing and capital raising fees (237,436) (297,114) (855,323)
Project and exploration expenditure (163,169) (268,347) (326,093)
Operating Loss (564,322) (1,911,968) (5,518,089)
Finance costs (60,765) (69,396) (205,646)
Investment and other income 7,852 145,552 105,734
Share of gain / (loss) from associate (18,993) 7,164 (97,340)
Loss before Tax (636,228) (1,828,648) (5,715,341)
Tax - -
Loss for the period (636,228) (1,828,648) (5,715,341)
Other comprehensive income:
Exchange differences on translating of foreign operations, net of taxes 259,036 148,114 582,508
Total Comprehensive Loss for the Period (377,192) (1,680,534) (5,132,833)
Loss for the period attributable to (636,228) (1,828,648) (5,715,341)
Owners of the parent (381,799) (1,487,876) (3,854,280)
Non-controlling interest (254,429) (340,772) (1,861,061)
Total comprehensive loss attributable to (377,192) (1,680,534) (5,132,833)
Owners of the parent (122,020) (1,339,762) (3,277,967)
Non-controlling interest (255,172)) (340,772) (1,854,866)
Basic loss per share 4 (0.0001) (0.0004) (0.001)
Dilutive loss per share 4 (0.0001) (0.0004) (0.001)
Unaudited Condensed Consolidated Interim Statement of Financial Position
As at 30 June 2024
Note 30 June 30 June 31 December
2024 2023 2023
(Unaudited) (Unaudited) (Audited)
£ £ £
Assets
Non-current assets
Property, plant and equipment 7 940,550 3,395,543 3,021,547
Intangible assets 8 - 2,652,533 397,779
Investment in associates 9 116,946 - 124,982
Other financial assets 10 414,868 86,524 307,725
Total non-current assets 1,471,914 6,134,600 3,852,033
Current assets
Trade and other receivables 262,709 150,199 242,272
Cash and cash equivalents 9,671 21,961 64,057
Total current assets 272,380 172,160 306,329
Total assets 1,744,294 6,306,760 4,158,362
Equity
Called up share capital 5 21,990,997 21,790,989 21,790,988
Share premium 5 45,956,993 45,816,001 45,816,001
Translation reserve 742,099 54,121 482,320
Share capital reserve 68,250 68,250 68,250
Share based payment reserve 93,848 78,049 -
Retained deficit (70,926,740) (67,807,018) (70,557,426)
Attributable to equity holders of the parent (2,074,553) 392 (2,399,867)
Non-controlling interest (12,449) 823,446 255,208
Total Equity (2,087,002) 823,838 (2,144,659)
Liabilities
Non-current liabilities
Lease liability 12 - 292,826 405,390
Borrowings 11 - 1,808,607 -
Other financial liabilities - - 444,365
Total non-current liabilities - 2,101,433 849,755
Current liabilities
Borrowings 11 618,658 307,559 1,217,913
Lease liability 12 - 8,485 4,205
Other financial liabilities 11 - - 318,925
Trade and other payables 3,212,638 3,065,445 3,912,223
Total current liabilities 3,831,296 3,381,489 5,453,266
Total liabilities 3,831,296 5,482,922 6,303,021
Total equity and liabilities 1,744,294 6,306,760 4,158,362
Unaudited Condensed Interim Consolidated Statement of Changes in Equity
Share Share Share based payment reserve Share capital reserve Translation reserve Retained deficit Non-controlling interest Total
Capital Premium
£ £ £ £ £ £ £ £
Balance at 1 January 2024 (unaudited) 21,790,988 45,816,001 - 68,250 482,320 (70,557,426) 255,208 (2,144,659)
Loss for the period - - - - (381,799) (254,429) (636,228)
Other comprehensive income - exchange differences - - - - 259,779 - (743) 259,036
Change in ownership - Mast Energy Developments - - - - - (704,548) 704,548 -
Loss of control of subsidiaries - - - - - 717,033 (717,033) -
Warrants issued - - 93,848 - - - - 93,848
Shares issued in partial settlement of convertible loan notes 43,073 117,928 - - - - - 161,001
Shares issued to settle amounts payable 6,936 23,064 - - - - - 30,000
Shares issued 150,000 - - - - - - 150,000
Balance as at 30 June 2024 (unaudited) 21,990,997 45,956,993 93,848 68,250 748,294 (70,926,740) (12,449) (2,087,002)
Balance at 1 January 2023 (unaudited) 21,140,481 45,516,081 73,469 - (93,993) (66,319,142) 1,164,218 1,481,114
Loss for the period - - - - - (1,487,876) (340,772) (1,828,648)
Other comprehensive income - exchange differences - - - - 148,114 - - 148,114
Warrants irrevocably exercised and unpaid - - - 68,250 - - - 68,250
Warrants exercised - - (7,995) - - - - (7,995)
Warrants repriced - - (45,850) - - - - (45,850)
Issue of share warrants - - 58,425 - - - - 58,425
Issue of share capital 650,508 299,920 - - - - - 950,428
Balance as at 30 June 2023 (unaudited) 21,790,989 45,816,001 78,049 - 54,121 (67,807,018) 823,446 823,838
Balance as at 1 January 2023 (audited) 21,140,481 45,516,081 73,469 68,250 (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 (audited) 21,790,988 45,816,001 - 68,250 482,320 (70,557,426) 255,208 (2,144,659)
Notes 5 5
Unaudited Condensed Consolidated Interim Statement of Cash Flow
For the six months ended 30 June 2024
6 months to 6 months to 12 months to
30 June 30 June 31 December
2024 2023 2023
(Unaudited) (Unaudited) (Audited)
£ £ £
Loss for the period before taxation (636,228) (1,828,648) (5,715,341)
Adjusted for:
(Reversal of) / Impairment of associates 15,315 (4,052,331) (429,102)
Amounts due settled other than in cash - 628,326 -
Costs incurred in loan reprofiling - 146,609 195,559
Depreciation on property, plant, and equipment 26,375 45,784 75,023
Expenses settled through share issue 30,000 - 19,635
(Losses)/Gains on revaluations of derivatives - 86,557 86,558
Fair value adjustments - Other financial assets - 4,066,752 -
Impairment of intangible assets - - 2,258,774
Impairment of property, plant and equipment - - 459,700
(Gain)/Loss from equity accounted associate 18,993 (7,164) 97,340
Interest accrued 60,765 69,396 204,128
Profit on disposal of non-current assets (334,351) - (6,424)
Warrants and options issued 93,848 58,425 422,100
Other non-cashflow items - 83,421 3,698
Operating income before working capital changes (725,283) (702,873) (2,328,352)
Decrease in trade and other receivables (20,437) 77,024 (15,049)
Increase in trade and other payables (699,585) 670,355 1,517,133
Working capital derecognised upon loss of control 532,953 - -
Net cash outflows from operating activities (912,352) 44,506 (826,268)
Cash flows from financing activities
Proceeds from loans and borrowings 1,627,107 - 85,800
Repayment of loans and borrowings (343,287) (100,000) (466,870)
Proceeds from issue of share capital net of costs 150,000 85,800 -
Repayment of lease liabilities (16,433) (24,115) (39,292)
Proceeds from director's loan - - 81,329
Proceeds from disposal of interests in subsidiaries to non-controlling 140,863 482,966
interest without loss of control
Net cash proceeds from financing activities 1,558,250 (38,315) 143,933
Cash flows from investing activities
Disposal of investments 70,000 - -
Purchase of property, plant and equipment (777,332) - -
Cash forfeited on disposal of interests in subsidiaries (251,988)
Net cash used in investing activities (959,320) - 482,966
Net movement in cash and cash equivalents (313,422) 6,191 (682,335)
Cash and cash equivalents at beginning of period 64,057 163,884 163,884
Exchange movements 259,036 (148,114) 582,508
Cash and cash equivalents at end of period 9,671 21,961 64,057
Notes to the unaudited condensed consolidated interim financial statements
For the six months ended 30 June 2024
1. General information
Kibo Energy PLC is a public company incorporated in Ireland. The condensed
consolidated interim financial results consolidate those of the Company and
its subsidiaries (together referred to as the "Group"). The Company's shares
are listed on the AIM Market ("AIM") of the London Stock Exchange and the
Alternative Exchange ("AltX") of the Johannesburg Stock Exchange ("JSE")
Limited. The principal activities of the Company and its subsidiaries are
related to the development of renewable energy projects in Southern Africa and
the United Kingdom.
2. Statement of Compliance and Basis of Preparation
The unaudited condensed consolidated interim financial results are for the six
months ended 30 June 2024, and have been prepared using the same accounting
policies as those applied by the Group in its December 2023 consolidated
annual financial statements, which are in accordance with the framework
concepts and the recognition and measurement criteria of the International
Financial Reporting Standards and Financial Reporting Pronouncements as issued
by the Financial Reporting Standards Council issued by the International
Accounting Standards Board ("IASB"), including the SAICA Financial Reporting
Guides as issued by the Accounting Practices Committee, IAS 34 - Interim
Financial Reporting, the Listings Requirements of the JSE Limited, the AIM
rules of the London Stock Exchange and the Irish Companies Act 2014.
These condensed consolidated interim financial statements do not include all
the notes presented in a complete set of consolidated annual financial
statements, as only selected explanatory notes are included to explain key
events and transactions that are significant to obtaining an understanding of
the changes throughout the financial period, accordingly the report must be
read in conjunction with the annual report for the year ended 31 December
2023.
The comparative amounts in the consolidated financial results include extracts
from the consolidated annual financial statements for the period ended 31
December 2023.
These condensed consolidated interim 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 environment
and the responses to such events and conditions that would be available to the
Board. Refer to note 19 for the board's assessment in this regard.
These extracts do not constitute statutory accounts in accordance with the
Irish Companies Acts 2014. All monetary information is presented in the
presentation currency of the Company being Pound Sterling. The Group's
principal accounting policies and assumptions have been applied consistently
over the current and prior comparative financial period.
3. Use of estimates and judgements
Preparing the condensed consolidated interim financial statements requires
management to make judgements, estimates and assumptions that affect the
application of accounting policies and the reported amounts of assets and
liabilities, income and expenses. Actual results may differ from these
estimates.
In preparing these condensed consolidated interim financial statements,
significant judgements made by management in applying the Group's accounting
policies and the key sources of estimation uncertainty were the same as those
applied to the consolidated financial statements as at and for the year ended
31 December 2023.
4. Loss per share
Basic, dilutive and headline loss per share for the six months ended 30 June
2024 are as follows:
6 months to 6 months to 12 months to
30 June 30 June 31 December
2024 2023 2023
£ £ £
Loss for the year attributable to equity holders of the parent (381,799) (1,487,876) (3,854,280)
Weighted average number of ordinary shares for the purposes of basic and 5,247,904,976 3,568,946,718 3,568,946,718
dilutive loss per share
Basic loss per share (0.0001) (0.0004) (0.0011)
Dilutive loss per share (0.0001) (0.0004) (0.0011)
6 months to 6 months to 12 months to
Reconciliation of Headline loss per share 30 June 30 June 31 December
2024 2023 2023
£ £ £
Loss for the year attributable to equity holders of the parent (381,799) (1,487,876) (3,854,280)
Adjusted for:
Profit on sale of non-current asset (334,351) - (6,424)
Impairment of property, plant and equipment - - 459,700
Impairment of intangible assets - - 2,258,774
Impairment/(Reversal of impairment) of associates 15,315 (4,052,331) (429,102)
Headline loss per share (700,835) (5,540,207) (1,571,332)
Weighted average number of ordinary shares for the purposes of headline loss 5,247,904,976 3,568,946,718 3,568,946,718
per share
Headline loss per share (0.0001) (0.0016) (0.0004)
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).
5. Called up share capital and share premium
Authorised ordinary share capital of the company is 10,000,000,000 ordinary
shares of €0.0001 each.
Authorised deferred shares of the company are 1,000,000,000 of €0.014,
3,000,000,000 of €0.009 and 5,000,000,000 of €0.0009 respectively.
The authorised share capital, reduction in nominal value of the ordinary
shares and authorised deferred shares noted above were approved by
shareholders at an EGM of the Company held on 2 June 2023.
Detail of issued capital is as follows:
Number of Ordinary Share Capital Deferred Share Called Up Share Share Premium
Shares Capital Capital
£ £ £ £
Balance at 1 January 2023 3,039,197,458 1,934,598 19,205,882 21,140,481 45,516,081
Shares issued in period 740,669,225 650,508 - 650,508 299,920
Capital reorganisation - (2,326,595) 2,326,595 - -
Balance at 30 June 2023 3,779,866,683 258,511 21,534,477 21,790,989 45,816,001
Shares issued in period - - - - -
Balance at 31 December 2023 3,779,866,683 258,511 21,534,477 21,792,988 45,816,001
Shares issued in period 2,366,795,367 200,009 - 200,009 140,992
Balance at 30 June 2024 6,146,662,050 458,520 21,534,477 21,990,997 45,956,993
The company issued the following ordinary shares during the period, with
regard to key transactions:
- 500,000,000 new Kibo Shares were issued on 11 January 2024 of
€0.0001 each at a deemed issue price of £0.00032 per share to partial
settlement of convertible loan notes;
- 81,081,081 new Kibo Shares were issued on 5 March 2024 of €0.0001
each at a deemed issue price of £0.0037 in partial settlement of convertible
loan notes;
- 1,785,714,286 new Kibo Shares were issued on 27 June 2024 of
€0.0001 each at a deemed issue price of £0.00008 for share subscriptions;
-
The company issued the following warrants during the period, with regard to
key transactions:
- 1,262,300,283 new Kibo warrants were issued on 9 February 2024 at an
exercise price of £0.000084 per warrant and was valued at £60,719;
- 404,825,496 new Kibo warrants were issued on 9 February 2024 at an
exercise price of £0.0001 per warrant and was valued at £18,426;
- 357,274,625 new Kibo warrants were issued on 9 February 2024 at an
exercise price of £0.0002 per warrant and was valued at £14,703;
6. 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 project and exploration activities. Principal activities for these
operating segments are as follows:
30 June 2024
ADV001 Hindlip Lane ARL018 Stather Road Bordersley Power Pyebridge Power Rochdale Power Sustinery Energy Corporate Group 30 June 2023
Group
£ £ £ £ £ £ £ £
Revenue - - - 176,697 - - - 176,697
Cost of sales - - - (74,782) - - - (74,782)
Administrative and other costs (2,365) (1,070) (1,596) (34,301) (1,656) (160) (517,145) (558,293)
Depreciation - - - (25,556) - - (819) (26,375)
Impairment and fair value adjustments (15,315) (15,315)
Gain on disposal of non-current assets 334,351 334,351
Loss from equity accounted investment (18,993) (18,993)
Investment and other income 7,852 7,852
Listing and capital raising fees (237,436) (237,436)
Project expenditure (12,107) (1,686) (2,505) (115,945) (3,556) - (27,370) (163,169)
Reversal of impairment / (impairments) of non-current assets
Finance costs (2,764) - (13,956) (4) - (5) (44,036) (60,765)
(Loss) / profit after tax (17,236) (2,756) (18,057) (73,891) (5,212) (165) (518,911) (636,228)
30 June 2023
Bordersley Power Pyebridge Power Rochdale Power Sustinery Energy Corporate Group 30 June 2023
Group
£ £ £ £ £ £
Revenue - 198,438 - - - 198,438
Cost of sales - (125,008) - - - (125,008)
Administrative and other costs (4,828) (20,280) (4,968) (12,795) (1,276,088) (1,318,959)
Fair value adjustments - - - - (4,153,309) (4,153,309)
Finance cost (24,231) - - - (45,165) (69,396)
Gain from equity accounted investment - - - - 7,164 7,164
Investment and other income 1,117 126,933 - 3 17,499 145,552
Listing and capital raising fees - - - - (297,114) (297,114)
Project expenditure (18,257) (161,752) (14,926) - (73,412) (268,347)
Reversal of impairment / (impairments) of non-current assets - - - - 4,052,331 4,052,331
Loss after tax (46,199) 18,331 (19,894) (12,792) (1,768,094) (1,828,648)
30 June 2024 ADV001 Hindlip Lane ARL018 Stather Road Bordersley Power Pyebridge Power Rochdale Power Sustinery Energy Corporate Group 30 June 2023 (£) Group
£ £ £ £ £ £ £ £
Segment assets - - - - - 260,484 1,483,810 1,744,294
Segment liabilities - - - - - (260,484) (3,570,812) (3,831,296)
30 June 2023
Segment assets - - 286,958 2,050,929 92,808 253,821 3,622,244 6,306,760
Segment liabilities - - (258,806) (145,668) (25,731) (46,615) (5,006,102) (5,482,922)
7. Property, plant and equipment
Land Right of Use Asset Motor Vehicles Office Equipment Computer Equipment Plant & Machinery Assets Total
under construction
£ £ £ £ £ £ £ £
Opening balance of Cost at 1 January 2024 602,500 418,157 - - 7,527 1,545,370 1,066,464 3,640,018
- - - - - 777,332 - 777,332
Derecognition (602,500) (418,157) (6,262) (2,322,702) (126,800) (3,476,421)
Closing balance of Cost at 30 June 2024 - - - - 1,265 - 939,664 940,929
Opening balance of Accumulated Depreciation at 1 January 2024 - (418,157) - - (4,087) (117,877) (618,471)
(78,350)
Depreciation - - - - (126) (26,249) - (26,375)
Derecognition - 418,157 - - 3,834 144,126 78,350 644,467
Closing balance of Accumulated Depreciation at 30 June 2024 - - - - (379) - (379)
-
Carrying value at 30 June 2024 - - - - 886 - 939,664 940,550
Opening balance of Cost at 1 January 2023 602,500 355,883 16,323 1,559 8,228 2,610,849 - 3,595,342
Modification to lease - (52,664) - - - - - (52,664)
Forex movement - - 1,121 1,193 (3,462) (5,756) - (6,904)
Closing balance of Cost at 30 June 2023 602,500 303,219 17,444 2,752 4,766 2,605,093 - 3,535,774
Opening balance of Accumulated Depreciation at 1 January 2023 - (22,358) (16,323) (1,024) (2,266) (59,373) - (101,344)
Depreciation - (5,173) - - (794) (39,817) - (45,784)
Forex movement - - (1,121) (238) 1,515 6,741 - 6,897
Closing balance of Accumulated Depreciation at 30 June 2023 - (27,531) (17,444) (1,262) (1,545) (92,449) - (140,231)
Carrying value at 30 June 2023 602,500 275,688 - 1,490 3,221 2,512,644 - 3,395,543
Opening balance of Cost at 1 January 2023 602,500 355,883 16,323 1,559 8,228 2,610,849 - 3,595,342
Disposals - (14,747) (1,559) - - - (16,306)
Change in lease - 62,274 - - - - - 62,274
Transfer between classes - - - - - (1,066,464) 1,066,464 -
Forex movement - - (1,576) - (701) 985 - (1,292)
Closing balance of Cost at 31 December 2023 602,500 418,157 - - 7,527 1,545,370 3,640,018
1,066,464
Opening balance of Accumulated Depreciation at 1 January 2023 - (22,358) (16,323) (1,024) (2,266) (59,373) (101,344)
-
Disposals - - 14,747 1,559 - - - 16,306
Depreciation - (14,449) (228) (1,842) (58,504) - (75,023)
Forex movement - - 1,576 (307) 21 - - 1,290
Impairment - (381,350) - - - - (78,350) (459,700)
Closing balance of Accumulated Depreciation at 31 December 2023 - (418,157) - - (4,087) (117,877) (618,471)
(78,350)
Carrying value at 31 December 2023 602,500 - - - 3,440 1,427,493 3,021,547
988,114
8. Intangible assets
Composition of Intangible assets 30 June 30 June 31 December
2024 2023 2023
£ £ £
Carrying value at 1 January 397,779 2,691,893 2,691,893
Foreign currency gain - (39,360) (35,340)
Impairments - - (2,258,774)
Disposal (397,779)
Carrying value - 2,652,533 397,779
Carrying value of intangible asset
ADV001 Hindlip Lane - 247,506 247,506
ARL018 Stather Road - 91,482 -
Bordesley Power - 1,306,422 -
Rochdale Power - 150,273 150,273
Shankley Biogas - 603,050 -
Sustineri Energy - 253,800 -
- 2,652,533 397,779
Intangible assets are not amortised, due to the indefinite useful life, which
is attached to the underlying prospecting rights, until such time that active
mining operations commence, which will result in the intangible asset being
amortised over the useful life of the relevant mining licences.
Intangible assets with an indefinite useful life are assessed for impairment
on an annual basis, against the prospective fair value of the intangible
asset. The valuation of intangible assets with an indefinite useful life is
reassessed on an annual basis through valuation techniques applicable to the
nature of the intangible assets.
During the period all intangibles assets except Shankley Biogas was disposed
of.
9. Investment in associates
30 June 30 June 31 December
2024 2023 2023
£ £ £
Investments in associates:
Katoro Gold plc -
Mast Energy Developments plc 116,496
116,496
Opening balance 124,982 100,945 100,945
Recognition of investment in associate 128,978 - -
Additions to investment 17,843 - -
Reversal of impairment / (impairment) of Katoro Gold (15,315) 4,052,331 121,377
Derecognition of investment in associate (120,999) (4,153,276) -
Share of loss for the period (18,993) - (97,340)
Foreign exchange loss - -
116,496 - 124,982
During the period Katoro Gold plc (Katoro) issued shares that diluted Kibo's
shareholding to below the threshold of an associate and the associate was
derecognised and a financial asset at fair value through profit and loss
recognised (refer to note 10). MED was recognised as an associate from 6 June
2024 upon loss of control following shares disposals by Kibo and the disposal
of the payable on demand loan with MED to an institutional investor.
10. Other financial assets
Group (£) Group (£) Group (£)
30 June 2024 30 June 2023 31 December 2023
Other financial assets comprise of:
Shumba Energy Limited 293,869 - 307,725
Katoro Gold Plc 120,999 - -
414,868 - 307,725
Impairment allowance for other financial assets receivable
Shumba Energy Limited - - -
Group Group
Reconciliation of movement in other financial assets Katoro Gold plc Shumba Energy Limited
£
Carrying value as at 31 December 2023 - 307,725
Foreign currency movement - (13,856)
Additions 120,999
Revaluations (307,725)
Carrying value as at 30 June 2024 120,999 293,869
Fair value hierarchy measurement Level 1 Level 1
The investments in other financial assets relate to investments in listed
entities which do not meet the requirements of recognition criteria for
subsidiaries, associates or joint arrangements and are held at fair value
through profit or loss.
11. Borrowings and other financial liabilities
30 June 2024 30 June 2023 31 December 2023
£ £ £
Amounts due within one year
Borrowings 618,658 307,559 1,217,913
Other financial liabilities - Convertible loan notes 318,925
Amounts due between one year and five years
Borrowings - 1,808,607 -
Other financial liabilities - Convertible loan notes - 444,365
618,658 2,116,166 1,981,203
Borrowings and other financial liabilities consist of:
Opening balance: 1,981,203 - 2,451,085
Proceeds from convertible loans in MED - - 171,931
Repayment of borrowings through disposal of Non-Current Assets (294,941) - (466,870)
Repayment of borrowings (347,578) - -
Derecognised through disposal of subsidiary (763,290) - -
Interest charged 43,291 204,128
Costs incurred on borrowings 195,559
Settled through the issue of shares (574,630)
Sanderson Capital 625,750 -
Institutional investor 1,490,416 -
618,685 2,116,166 1,981,203
The borrowings relate to the following loan facilities:
Institutional Investor
The Institutional Investor borrowing is a bridge loan facility agreement for
up to £3m with a term of up to 36 months. Funds advanced under the facility
will attract a fixed coupon interest rate of 9.5% and will be repayable with
accrued interest in 2024. The balance of this facility is £402,395
Sanderson Capital Partners Limited
Short term loans relate to the unsecured interest free loan facility from
Sanderson Capital in the amount of £216,290 with a fixed coupon interest rate
of 9.5% and will be repayable with accrued interest in November 2024.
These loans were reprofiled during the period.
12. Right of use asset and Lease liability
The Group has two lease contracts for land which it shall utilise to construct
gas-fuelled power generation plants. The land is located at Bordesley,
Liverpool Street, Birmingham and Stather Road Flixborough.
The lease of the land at Bordesley 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 lease of the land at Stather Road has a lease term of 25 years where the
Group plans to construct a 2.4MW gas-fuelled power generation plant.
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%. Refer to note 7 for the right of use asset.
30 June 30 June 31 December 2023
2024
2023
Lease liability
£ £ £
Carrying amounts of lease liabilities:
Opening balance 409,595 350,654 350,654
Additions - - -
Derecognition (409,595)
Interest 27,436 35,959
Modifications (52,664) 62,274
Payments (24,115) (39,292)
Closing balance - 301,311 409,595
Split of lease liability between current and non-current portions:
Current - 8,485 4,205
Non-current - 292,826 405,390
Total - 301,311 409,595
13. Financial instruments
30 June 30 June 31 December
2024 2023 2023
£ £ £
Financial assets - carrying amount
Financial assets held at amortised cost
Trade and other receivables 258,892 150,199 242,272
Cash and cash equivalents 9,671 21,961 64,057
268,563 172,160 306,329
Financial assets held at fair value through profit or loss
Other financial assets - 86,524 -
Financial assets 268,563 258,684 306,329
Financial liabilities - carrying amount
Financial liabilities held at amortised cost
Trade and other payables 3,212,638 2,997,170 3,912,223
Other financial liabilities - - 763,290
Borrowings 618,658 2,184,441 1,217,913
3,831,296 5,181,611 5,893,426
Financial liabilities held at fair value through profit or loss
Trade and other payables - derivative liabilities - - 22,232
Financial liabilities 3,831,296 5,181,611 5,915,658
The Board of Directors considers that the fair values of financial assets and
liabilities approximate their carrying values at each reporting date due to
the short-term nature thereof, and market related interest rate applied.
14. Revenue
30 June 30 June 31 December
2024 2023 2023
£ £ £
Electricity sales 176,697 198,438 341,207
176,697 198,438 341,207
Revenue is comprised of electricity sales from renewable energy operations of
MAST Energy Developments plc in the United Kingdom.
15. Unaudited results
These condensed consolidated interim financial results have not been audited
or reviewed by the Group's auditors.
16. Dividends
No dividends were declared during the interim period.
17. Board of Directors
The following changes were made to the board of directors during the interim
period and up until reporting date:
Ajay Saldanha - retired on 11 January 2024
Cobus van der Merwe - appointed 5 July 2024
Louis Coetzee - resigned on 5 July 2024.
There were no other changes to the board of directors during the interim
period, or any other committee's composition.
18. Post reporting period events
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 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 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 the 30(th) of September the Group disposed of its retained investment in
associate of Mast Energy Developments plc for an amount of £120,074 being
their market value on the London Stock Exchange calculated at £0.001443 per
MED share calculated as the volume weighted average price per share on 27
September 2024.
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 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.
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.
19. Going concern
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 Group generated revenue of £176,697 during the period (June
2023: £198,48 and December 2023: £341,207); had net liabilities of
£2,087,002 as at 30 June 2024 (30 June 2023: net assets of £823,838; 31
December 2023: net liabilities £2,144,659) including cash of £9,671 (June
2023: £21,961 and December 2023: £64,057); and had current liabilities of
£3,831,296 (June 2023: £3,381,489 and December 2023: £5,453,266).
· 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 is considering
various investment opportunities to acquire a portfolio of assets as part of 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.
Furthermore, the group has incurred losses in the current financial period and
previous periods. These losses coupled with the net current liability position
the Group finds itself in as at June 2024, 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 develop
projects that exceeds cash contributed to the group by the capital
contributors.
The Directors have evaluated the Groups 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 these interim 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 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, the interim financial statements have accordingly 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.
20. Commitments and contingencies
Other than the borrowings and other financial liabilities disclosed above,
there are no other material commitments, contingent assets or contingent
liabilities as at 30 June 2024 nor any of the comparative periods.
21. Seasonality of operations
The company's operations are not considered to be seasonal or cyclical. These
interim results were therefore not impacted by seasonality or cyclicality.
23 December 2024
**ENDS**
This announcement contains inside information as stipulated under the Market
Abuse Regulations (EU) no. 596/2014 ("MAR").
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 Nominated Adviser
Roland Cornish Limited
Claire Noyce +44 (0) 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
24 December 2024
Corporate and Designated Adviser River Group
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