TIDMKIBO
RNS Number : 8799M
Kibo Energy PLC
24 September 2021
Kibo Energy plc (Incorporated in Ireland)
(Registration Number: 451931)
(External registration number: 2011/007371/10)
Share code on the JSE: KBO
Share code on the AIM: KIBO
ISIN: IE00B97C0C31
("Kibo" or "the Group" or "the Company")
Unaudited Interim results for the six months ended 30 June
2021
Dated 24 September 2021
Kibo Energy plc, the multi-asset, Africa focused, Energy Company
, is pleased to announce its unaudited interim results for the 6
month period ended 30 June 2021.
Highlights
-- Refocused strategy centred around renewable energy
opportunities and capitalising on the global clean energy
revolution.
-- Proceeding with the agreement to jointly develop a portfolio
of Waste to Energy projects in South Africa with Industrial Green
Energy Solutions (Pty) Ltd , which will initially develop a phased
c. 8MW project for an industrial client, to be followed by six
other projects at different sites, to a total generation of up to
50MW. This aims to address the country's insecure energy supply
environment as well as the renewable energy portfolio in the UK,
currently the subject of a due diligence investigation.
-- Intention to dispose of coal assets in accordance with a
disposal strategy that will realise value for shareholders.
-- Successful technical and business workshop with Mozambique
Utility Electricidade De Moçambique("EDM") to negotiate and agree
next steps in the process towards the agreement and finalization of
a PPA for the Benga Power Project, and a formal submission of an
advanced technical and commercial information pack to EDM, as part
of the ongoing development workstreams provided for under the
existing MoU with EDM and emanating from the Definitive Feasibility
Study previously submitted to EDM.
-- Successful listing in April 2021 of Mast Energy Developments
which raised GBP5.54 million to support the company's aggressive
expansion plans following the listing.
-- Moreover, the market value of Kibo's 55.42% interest in MAST
is valued at c. GBP12 million as of 23 September 2021, which is
approximately twice the current valuation of Kibo.
-- Post reporting period:
o All conditions have been satisfied and the agreement completed
with South Africa-based Industrial Green Energy Solutions (Pty) Ltd
to jointly develop a portfolio of Waste to Energy projects in South
Africa. Kibo and IGES have entered into an amendment (the
"Amendment") to fast track the implementation of the first project.
Completion of the agreement and Amendment follows the positive
findings of an extensive due diligence process.
o Completed a Heads of Terms (the "Agreement") with EQTEC plc
(AIM: EQT) ("EQTEC"), a world-leading gasification solutions
company, to acquire a 54.54% interest in the proposed 25 MWe
Billingham waste gasification and power plant (the "Project") at
Haverton Hill, Teesside, UK. The Project is at advanced stages of
development with a concept design for the full plant produced,
planning permission approved, grid connection offer secured.
Furthermore, the Project is expected to annually process 200,000
metric tonnes of non-recyclable everyday Municipal Solid Waste into
25 Mwe of green electricity, enough to power 50,000 homes.
Chairman's Statement
Following a shift in international climate policies we recently
announced a significant pivot in our strategy. We have decided to
focus on the acquisition and development of a portfolio of
sustainable, renewable energy assets and dispose of, or reposition,
our fossil fuel utility projects. Set against this, and in
following our adjusted strategy, we are currently undertaking due
diligence on a portfolio comprising mostly of waste to energy
projects in the UK and have signed an agreement with Industrial
Green Energy Solutions (Pty) Ltd ("IGES") to jointly develop a
portfolio of waste-to-energy projects in South Africa.
It has become increasingly apparent that the development and
funding of large-scale coal - fired utility projects such as our
MCPP, Benga and Mabesekwa Projects, is becoming increasingly
challenging and especially for small companies like Kibo. This does
not change our view that our focus should remain on the development
of sustainable energy opportunities. It is in this context that
Kibo has decided to refocus on smaller scale renewable energy
projects, initially in countries such as the UK and South Africa,
where the market opportunities, government support and technical
innovation are rapidly evolving.
Kibo has developed much experience in the renewable energy
sector in recent years primarily through its work in developing
renewable energy and storage solutions for integration with its
large utility coal projects in Africa. The Company was also a key
driver behind Mast Energy Developments plc (Kibo holds a 55% equity
stake) which has an ambitious reserve energy site portfolio and
recently completed a successful IPO on the London Stock Exchange.
While Mast's focus is on the niche reserve energy/peaking power
site development in the UK, Kibo's will rather concentrate on
Renewable Energy and Waste to Energy Opportunities.
I would also like to remind shareholders that we have developed
significant inherent value in our large-scale utility projects over
the last few years supported by our ownership interests in two
large coal deposits (MCPP and Mabesekwa). We are committed to
structuring our disposal plans for these projects to ensure that
our shareholders retain the benefit of any future upside potential
from the development of these projects. Advisers have been engaged
in order to retain maximum value in the projects for Kibo whilst
making them attractive for acquisition, funding and construction by
potential purchasers.
Operations
Industrial Green Energy Solutions (IGES) Projects
The agreement in May 2021 with IGES for the joint development of
a portfolio of waste to energy projects in South Africa (with an
initial aggregate target of 50 MW generating capacity) is our first
investment as part of the new strategy. Though subject to the
completion of certain conditions, it will give Kibo a 65% interest
(IGES will hold the balance) in a South African company holding
seven projects at different sites. The intention is to convert
specified grades of non-recyclable waste plastic to syngas for the
generation of electricity and heat for industrial clients. Kibo's
initial investment in the project will comprise R11.1 million (c.
GBP0.55m) as an equity loan.
One of these sites, based South of Pretoria, will have a phased
generation capacity of up to 8 MW, with the first stage of
development of 4 MW expected to be completed within 14 months.
I believe the IGES business opportunity is timely as it
coincides with intensified legal restrictions pertaining to
disposal of plastics and increased demand for private electricity
generation in South Africa where the state utility ESKOM are
finding it difficult to meet this demand.
UK Energy Portfolio
Earlier this year we announced that an extensive due diligence
process by an independent specialist was in progress on a portfolio
of several attractive standalone waste-to-energy projects in the
UK. Based on exclusivity, and subject to the findings, successful
acquisition(s) from this portfolio will further enhance Kibo's new
strategy adjustment, and in the process support the UK's Renewable
Energy Strategy.
Other Projects
Our large-scale coal utility projects, Benga, MCIPP and
Mabesekwa remain in good standing, and we will determine how these
can be disposed of while realising a significant portion of their
value.
Investment Holdings
Mast Energy Development Projects ("MED")
During the current year to date, Kibo had diluted its equity
interest in MAST Energy Developments plc, previously a wholly owned
subsidiary, as MAST raised in excess of GBP5m through Clear Capital
Markets Ltd from its IPO on the Official List of the London Stock
Exchange plc by way of a Standard Listing. On the date of listing
the market capitalisation for MAST Energy Developments plc was c.
GBP23 million.
Furthermore, initially Kibo's equity holding measured at cost
pre-IPO in MAST was GBP2,615,929 which increased substantially to
GBP6,580,050 post-IPO when calculated as a portion of the net
assets of MAST. Moreover, the current market value of Kibo's 55.42%
interest in MAST is valued at c. GBP12 million, which is
approximately twice the current valuation of Kibo.
In addition, the recent IPO has enabled MED to expedite the
addition of further reserve power sites to its portfolio to
increase its generating capacity while preparing its first site for
production. MED's target is to assemble a portfolio of well-located
flexible power sites in the UK, commencing with c. 50 MW in the
first year and building up to a portfolio of up to 300 MW of
flexible power generating capacity.
Katoro Gold plc ("Katoro")
Our commitment to supporting our 25.37% investment in Katoro
Gold plc (AIM: KAT) remains strong as Katoro actively progresses
its projects in Tanzania (nickel sulphides & battery metals)
and gold development in South Africa. The Katoro board is currently
receiving and evaluating comprehensive funding proposals from
several interested parties for the construction and commissioning
of the Blyvoor Gold Tailings Project. A drilling programme at the
Nickel-PGM Haneti project in Tanzania has also been designed and
will be implemented before the end of 2021.
Corporate
During the period, we continued exploring funding options for
the Company and benefited from warrant exercises resulting in the
issue of 188,431,556 new shares at prices ranging from 0.2p to 0.4p
yielding total proceeds of GBP697,726. We also settled the total
outstanding amount of GBP339,437 pursuant to the Forward Payment
Facility signed between Sanderson Capital Partners Ltd and the
Company in December 2016 in cash and shares. The share component
comprised GBP169,718 (50% of the total) for which we issued
65,276,346 new shares at a deemed value of 0.26p per share.
At an EGM held on 22 February 2021 the shareholders of Kibo
approved resolutions to permit the migration of the Company's
dematerialised shares held through CREST to Euroclear Nominees Ltd
(the "Eurobank Migration") The Eurobank Migration was required to
allow shareholders to continue to hold the Company shares in
dematerialised form following the UK's exit from the EU and this
successfully completed on the 12 March 2021.
Conclusion
I am pleased to report that the Covid-19 pandemic has not unduly
impacted our business operations so far this year and would like to
place on record my sincere thanks to all our employees and
shareholders.
We are now well positioned to focus primarily on the acquisition
and development of sustainable renewable energy projects, on which
we have made significant progress while concurrently exploring the
optimum disposal route for our large-scale utility projects.
The pace at which renewable energy technologies are evolving and
the fragmentation of the electricity generation and supply markets
including the increasing popularity of small bespoke renewable
energy solutions for industry provides an attractive opportunity
for Kibo to participate in these evolving energy markets.
Christian Schaffalitzky
Chairman
Unaudited Interim Results for the six months ended 30 June
2021
Unaudited Condensed Consolidated Interim Statement of
Comprehensive Income
For the six months ended 30 June 2021
6 months 6 months 12 months to
to to
30 June 30 June 31 December
Note 2021 2020 2020
(Unaudited) (Unaudited) (Audited)
GBP GBP GBP
Revenue - - -
Administrative expenses (1,052,448) (1,136,966) (3,393,687)
Exploration Expenditure (432,678) (181,283) (2,052,202)
Capital raising fees (417,315) - (1,027,658)
Operating Loss (1,902,441) (1,318,249) (6,473,547)
Other Income 56,565 62,621 78,945
Loss from equity accounted
investment - (336) (332)
Finance income 11,945 - -
Finance costs (12,363) - (22,303)
------------ ------------ --------------
Loss before Tax (1,846,294) (1,255,964) (6,417,237)
Tax - - -
------------ ------------ --------------
Loss for the period (1,846,294) (1,255,964) (6,417,237)
Other comprehensive
income:
Exchange differences
on translating of
foreign operations,
net of taxes 579,500 673,457 152,635
Exchange differences
reclassified on disposal
of foreign operation - - 121,670
Total Comprehensive
Loss for the Period (1,266,794) (582,507) (6,142,932)
------------ ------------ --------------
Loss for the period
attributable to (1,846,294) (1,255,964) (6,417,237)
------------ ------------ --------------
Owners of the parent (1,011,565) (1,426,128) (4,726,286)
Non-controlling interest (834,729) 170,164 (1,690,951)
------------ ------------ --------------
Total comprehensive
loss attributable
to (1,266,794) (582,507) (6,142,932)
------------ ------------ --------------
Owners of the parent (432,065) (752,671) (4,451,981)
Non-controlling interest (834,729) 170,164 (1,690,951)
------------ ------------ --------------
Basic loss per share 4 (0.0004) (0.001) (0.003)
Diluted loss per share 4 (0.0004) (0.001) (0.003)
Unaudited Condensed Consolidated Interim Statement of Financial
Position
As at 30 June 2021
Note 30 June 30 June 31 December
2021 2020 2020
(Unaudited) (Unaudited) (Audited)
GBP GBP GBP
Assets
Non-current assets
Property, plant and equipment 2,050 10,103 2,118
Intangible assets 7 18,491,105 18,491,105 18,491,105
Investment in associates 8 9,696,351 9,696,347 9,696,351
Other financial assets 9 - 443,362 -
Goodwill 300,000 300,000 300,000
Right of use asset 11 295,860 - -
Total non-current assets 28,785,366 28,940,917 28,489,574
------------- ------------- -------------
Current assets
Other financial assets 9 - 1,159,200 -
Other receivables 45,455 237,371 115,886
Cash and cash equivalents 4,882,121 68,612 256,760
------------- ------------- -------------
Total current assets 4,927,576 1,465,183 372,646
------------- ------------- -------------
Total assets 33,712,942 30,406,100 28,862,220
------------- ------------- -------------
Equity
Called up share capital 5 20,631,196 19,564,383 20,411,493
Share premium 5 44,960,112 43,214,322 44,312,371
Common control reserve (18,329) (18,329) (18,329)
Translation reserve (19,137) (199,485) (598,637)
Share based payment reserve 1,952,969 1,118,630 1,728,487
Retained deficit (38,001,194) (36,052,082) (39,019,856)
------------- ------------- -------------
Attributable to equity
holders of the parent 29,505,617 27,627,439 26,815,529
------------- ------------- -------------
Non-controlling interest 2,242,907 441,173 (256,841)
Total Equity 31,748,524 28,068,612 26,558,688
Liabilities
Non-current liabilities
Lease liability 11 296,435 - -
------------- ------------- -------------
Total non-current liabilities 296,435 - -
------------- ------------- -------------
Current liabilities
Trade and other payables 1,166,160 1,730,873 1,444,986
Borrowings 10 499,401 606,615 858,546
Lease liability 11 2,422 - -
Total current liabilities 1,667,983 2,337,488 2,303,532
------------- ------------- -------------
Total liabilities 1,964,418 2,337,488 2,303,532
------------- ------------- -------------
Total equity and liabilities 33,712,942 30,406,100 28,862,220
------------- ------------- -------------
Unaudited Condensed Interim Consolidated Statement of Changes in
Equity
Share Share Share Control Foreign Retained Non-controlling Total
Capital Premium based Reserve currency deficit interest
payment translation
reserve reserve
GBP GBP GBP GBP GBP GBP GBP
----------- ----------- ---------- --------- ------------ ------------- ---------------- ------------
Balance at 31
December 2020
(audited) 20,411,493 44,312,371 1,728,487 (18,329) (598,637) (39,019,856) (256,841) 26,558,688
----------- ----------- ---------- --------- ------------ ------------- ---------------- ------------
Loss for the
year allocated
to equity
owners - - - - - (1,011,565) - (1,011,565)
----------- ----------- ---------- --------- ------------ ------------- ---------------- ------------
Loss for the
period
allocated to
non-controlling
interest - - - - - - (834,729) (834,729)
----------- ----------- ---------- --------- ------------ ------------- ---------------- ------------
Other
comprehensive
income-
translation of
foreign
operations - - - - 579,500 - - 579,500
----------- ----------- ---------- --------- ------------ ------------- ---------------- ------------
Issue of share
capital 219,703 647,741 - - - - - 867,444
----------- ----------- ---------- --------- ------------ ------------- ---------------- ------------
Acquisition of
the
Non-Controlling
Interest
without gaining
control - - - - - (300,029) 300,029 -
----------- ----------- ---------- --------- ------------ ------------- ---------------- ------------
Disposal of
equity to
Non-Controlling
Interest
without losing
control - - - - - (3,034,448) 3,034,448 -
----------- ----------- ---------- --------- ------------ ------------- ---------------- ------------
Changes in
ownership
interest in
subsidiaries
without a
change in
control - - - - - 5,354,486 - 5,354,486
----------- ----------- ---------- --------- ------------ ------------- ---------------- ------------
Warrants and
Share Options
issued by
Katoro Gold plc - - 234,700 - - - - 234,700
----------- ----------- ---------- --------- ------------ ------------- ---------------- ------------
Expirations of
share warrants - - (10,218) - - 10,218 - -
----------- ----------- ---------- --------- ------------ ------------- ---------------- ------------
Balance as at 30
June
2021(unaudited) 20,631,196 44,960,112 1,952,969 (18,329) (19,137) (38,001,194) 2,242,907 31,748,524
----------- ----------- ---------- --------- ------------ ------------- ---------------- ------------
Balance at 1
January 2020
(audited) 19,532,350 42,750,436 1,504,513 (18,329) (872,942) (34,625,954) 27,073 28,297,147
----------- ----------- ---------- --------- ------------ ------------- ---------------- ------------
Loss for the
year - - - - - (1,426,128) 170,164 (1,255,964)
----------- ----------- ---------- --------- ------------ ------------- ---------------- ------------
Other
comprehensive
income-
translation of
foreign
operations - - - - 673,457 - - 673,457
----------- ----------- ---------- --------- ------------ ------------- ---------------- ------------
Issue of share
capital 32,033 463,886 (421,471) - - - - 74,448
----------- ----------- ---------- --------- ------------ ------------- ---------------- ------------
Equity
contribution of
minorities - - - - - - 243,936 243,936
----------- ----------- ---------- --------- ------------ ------------- ---------------- ------------
Issue of share
options or
share warrants - - 35,588 - - - - 35,588
----------- ----------- ---------- --------- ------------ ------------- ---------------- ------------
Balance at 30
June 2020 19,564,383 43,214,322 1,118,630 (18,329) (199,485) (36,052,082) 441,173 28,068,612
----------- ----------- ---------- --------- ------------ ------------- ---------------- ------------
Balance at 1
January 2020
(audited) 19,532,350 42,750,436 1,504,513 (18,329) (872,942) (34,625,954) 27,073 28,297,147
----------- ----------- ---------- --------- ------------ ------------- ---------------- ------------
Loss for the
year - - - - - (4,726,286) (1,690,951) (6,417,237)
----------- ----------- ---------- --------- ------------ ------------- ---------------- ------------
Other
comprehensive
income -
exchange
differences - - - - 152,635 - - 152,635
----------- ----------- ---------- --------- ------------ ------------- ---------------- ------------
Shares issued 871,984 1,149,095 - - - - - 2,021,079
----------- ----------- ---------- --------- ------------ ------------- ---------------- ------------
Shares issued to
pay deferred
vendor
liability 7,159 412,840 (421,471) - - - - (1,472)
----------- ----------- ---------- --------- ------------ ------------- ---------------- ------------
Warrants issued
by Katoro Gold
plc - - 419,667 - - - - 419,667
----------- ----------- ---------- --------- ------------ ------------- ---------------- ------------
Share Options
issued by
Katoro Gold plc - - 225,778 - - - - 225,778
----------- ----------- ---------- --------- ------------ ------------- ---------------- ------------
Change in
shareholding
without a loss
of control - - - - - 332,384 1,407,037 1,739,421
----------- ----------- ---------- --------- ------------ ------------- ---------------- ------------
Disposal of
subsidiary - - - - 121,670 - - 121,670
----------- ----------- ---------- --------- ------------ ------------- ---------------- ------------
Balance at 31
December 2020
(audited) 20,411,493 44,312,371 1,728,487 (18,329) (598,637) (39,019,856) (256,841) 26,558,688
----------- ----------- ---------- --------- ------------ ------------- ---------------- ------------
Unaudited Condensed Consolidated Interim Statement of Cash
Flow
For the six months ended 30 June 2021
6 months 6 months 12 months
to to to
30 June 30 June 31 December
2021 2020 2020
(Unaudited) (Unaudited) (Audited)
GBP GBP GBP
Loss for the period before taxation (1,846,294) (1,255,964) (6,417,237)
Adjusted for:
Other income (56,565) - -
Warrants and options issued - 35,588 697,006
Exploration and development expenditure
on a Joint Operation 83,532 - 1,122,676
Expenses settled through share issues 310,369 - 436,076
Profit on sale of property, plant
and equipment - - (53,574)
(Profit)/Loss from the disposal
of subsidiary - (28,400) 102,414
Impairment of other financial asset - - 640,821
Loss from equity accounting - 336 332
Depreciation on property, plant
and equipment 1,733 - 5,686
Operating income before working
capital changes (1,507,225) (1,248,440) (3,465,800)
Decrease in trade and other receivables 70,431 143,322 108,872
Increase/(Decrease) in trade and
other payables (278,826) 706,747 982,244
Net cash outflows from operating
activities (1,715,620) (398,371) (2,374,684)
Cash flows from financing activities
Proceeds from borrowings - 792,800 1,370,000
Repayment of borrowings (25,000) - -
Proceeds from issue of share capital 6,449,513 243,936 2,277,000
------------ ------------ ------------
Net cash proceeds from financing
activities 6,424,513 1,036,736 3,647,000
------------ ------------ ------------
Cash flows from investing activities
Cash received/(forfeited) on disposal
of subsidiary - (23,022) 76,716
Cash advanced to Joint Venture (83,532) (753,500) (1,122,676)
Cash received on sale of plant and
equipment - 54,303 58,628
Net cash used in(out) from investing
activities (83,532) (722,219) (987,332)
Net movement in cash and cash equivalents 4,625,361 (83,854) 284,984
Cash and cash equivalents at beginning
of period 256,760 91,634 91,634
Exchange movements - (60,832) (119,858)
------------ ------------ ------------
Cash and cash equivalents at end
of period 4,882,121 68,612 256,760
------------ ------------ ------------
Notes to the unaudited condensed consolidated interim financial
statements
For the six months ended 30 June 2021
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") Ltd. The principal
activities of the Company and its subsidiaries are related to the
development of energy projects in Mozambique, Botswana, Tanzania,
South 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 2021, and have been prepared
using the same accounting policies as those applied by the Group in
its December 2020 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 Ltd, 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
2020.
The comparative amounts in the consolidated financial results
include extracts from the consolidated annual financial statements
for the period ended 31 December 2020.
These extracts do not constitute statutory accounts in
accordance with the Irish Companies Act 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
2020.
4. Loss per share
Basic, dilutive and headline loss per share for the six months
ended 30 June 2021 are as follows:
6 months to 6 months 12 months
to to
30 June 30 June 31 December
2021 2020 2020
GBP GBP GBP
Loss for the year attributable
to equity holders of the parent (1,011,565) (1,426,128) (4,726,286)
Weighted average number of ordinary
shares for the purposes of basic
and dilutive loss per share 2,339,072,536 1,261,786,374 1,546,853,959
Basic loss per share (0.0004) (0.001) (0.003)
Dilutive loss per share (0.0004) (0.001) (0.003)
6 months 6 months to 12 months
to to
Reconciliation of Headline loss 30 June 30 June 31 December
per share
2021 2020 2020
GBP GBP GBP
Loss for the year attributable
to equity holders of the parent (1,011,565) (1,426,128) (4,726,286)
Adjusted for:
(Profit)/Loss on disposal of subsidiaries - 28,400 102,414
Profit on disposal of motor vehicle - - (53,574)
Headline loss per share (1,011,565) (1,397,728) (4,677,446)
-------------- -------------- --------------
Weighted average number of ordinary
shares for the purposes of headline
loss per share 2,339,072,536 1,261,786,374 1,546,853,959
Headline loss per share (0.0004) (0.001) (0.003)
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
1/2021 issued by the South African Institute of Chartered
Accountants (SAICA).
5. Called up share capital and share premium
Ordinary share capital of the company is 5,000,000,000 ordinary
shares of EUR0.001 each.
Deferred shares of the company is 1,000,000,000 of EUR0.014 and
3,000,000,000 of EUR0.009 respectively.
Authorised share capital of the company is 9,000,000 shares.
Details of issued share capital is as follows:
Number of
Ordinary Share Deferred Share
Share
shares Capital Capital Premium
GBP GBP GBP
Balance at 31 December
2019 1,257,276,078 326,468 19,205,882 42,750,436
Shares issued in period
(net of expensed for cash) 964,364,757 879,143 - 1,561,935
Balance at 31 December
2020 2,221,640,835 1,205,611 19,205,882 44,312,371
-------------- ---------- ----------- -----------
Warrants exercised 188,431,556 163,278 - 534,447
Shares issued to convert
debt 65,276,346 56,425 - 113,294
-------------- ---------- ----------- -----------
Balance at 30 June 2021 2,475,348,737 1,425,314 19,205,882 44,960,112
-------------- ---------- ----------- -----------
The company issued the following ordinary shares during the
period, with regard to key transactions:
- 65,276,346 new Kibo Shares were issued on 27 May 2021 of
EUR0.001 each at a deemed issue price of GBP0.0026 per share to
Sanderson Capital Partners Ltd ("Sanderson") in settlement of
GBP169,718.50 of the total outstanding amount of GBP339,437
pursuant to the Forward Payment Facility signed between Sanderson
and the Company in December 2016 ;
- 74,569,556 Company warrants to subscribe for 74,569,556 new
Kibo shares under the terms of warrants announced on the 17
September 2020 were exercised on 3 March 2021 at a price of GBP
0.004 (0.4p) per warrant; and
- 50,000,889 Company warrants to subscribe for 50,000,889 new
Kibo shares under the terms of warrants announced on the 17
September 2020 were exercised on 4 May 2021 at a price of GBP 0.004
(0.4p) per warrant.
- 24,000,000 and 7,500,000 Company warrants to subscribe for an
aggregate 31,500,000 new Kibo shares under the terms of warrants
announced on the 17 September 2020 were exercised on 19 February
2021 at a price of GBP 0.0025 (0.25p) and GBP 0.004 (0.4p) per
warrant respectively.
As the remainder of the shares issued were in relation to
smaller equity tranches these have not been disclosed.
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 two divisions as operating
segments - mining and corporate. These operating segments are
monitored, and strategic decisions are made based upon them
together with other non-financial data collated from exploration
activities. Principal activities for these operating segments are
as follows:
30 June 2021
Benga Mabesekwa Mbeya Mast Energy Haneti Blyvoor Corporate 30 June
Power Independent Coal (GBP) 2021
Power to Power Development (GBP) Group
Revenue - - - - - - - -
Administrative
cost - (806) (4,968) (275,445) (5,084) (4,228) (761,917) (1,052,448)
Exploration
expenditure - - (33,254) (120,333) (119,802) (35,021) (124,268) (432,678)
Investment
and other
income - - 1,821 - - - 54,744 56,565
Capital raising
fees - - - (260,878) - - (156,437) (417,315)
Loss from - - - - - - - -
equity
accounted
investment
Finance income - - - - - - 11,945 11,945
Finance costs - - - (12,363) - - - (12,363)
Loss after
tax - (806) (36,401) (669,019) (124,886) (39,249) (975,933) (1,846,294)
----------- ------------ ---------- ------------ ---------- --------- ---------- ------------
30 June 2020
Benga Power Mabesekwa Mbeya Coal Mast Energy Haneti Lake Corporate 30 June
Independent to Power Development Victoria 2020
Power Gold (GBP) Group
Revenue - - - - - - - -
Administrative
cost - (223,177) - (15,687) (292) - (897,810) (1,136,966)
Exploration
expenditure - - - (123,000) (26) - (58,257) (181,283)
Investment
and other
income - 54 - - - - 62,567 62,621
Capital raising - - - - - - - -
fees
Loss from
equity
accounted
investment - - - - - - (336) (336)
Finance costs - - - - - - - -
------------ ------------ ----------- ------------ ------- ---------- ---------- ------------
Loss after
tax - (223,123) - (138,687) (318) - (893,836 (1,255,964)
------------ ------------ ----------- ------------ ------- ---------- ---------- ------------
30 June 2021
Mabesekwa Mbeya
Benga Independent Coal Mast Energy Corporate 30 June
Power Power to Power Development Haneti Blyvoor Group 2021
(GBP)
Group
-------- ------------ --------- ------------- ---------- --------- ----------- -----------
Assets
Segment assets - - 9,822 4,590,930 5,536 1,818 29,104,836 33,712,942
Liabilities
Segment liabilities - 8,464 98,090 686,205 90,527 1,499 1,079,633 1,964,418
Depreciation - - - (1,733) - - - -
30 June 2020
Mabesekwa Mbeya Lake
Benga Independent Coal Mast Energy Victoria Corporate 30 June
Power Power to Power Development Haneti Gold Group 2020 (GBP)
Group
--------- ------------- ---------- ------------- --------- ---------- ----------- -------------
Assets
Segment
assets - 218,912 - - 2,244 - 30,184,944 30,406,100
Liabilities
Segment
liabilities 2,150 622,301 69,876 372,694 6,223 - 1,264,244 2,337,488
Depreciation - - - - - - - -
7. Intangible assets
Composition of Intangible assets 30 June 30 June 31 December
2021 2020 2020
GBP GBP GBP
Mbeya Coal to Power Project 15,896,105 15,896,105 15,896,105
Mabesekwa Coal Independent Power Project - - -
Bordersley Power Project 2,595,000 2,595,000 2,595,000
18,491,105 18,491,105 18,491,105
----------- ----------- ------------
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.
As at reporting period end, taking into account the various
applicable aspects, the Group concluded that none of the impairment
indicators had been met in relation to the Mbeya Coal to Power
Project or the Bordersley Power Project.
8. Investment in associate
30 June 30 June 31 December
2021 2020 2020
GBP GBP GBP
Mabesekwa Coal Independent Power Plant 9,696,351 9,696,347 9,696,683
Share of loss for the year - - (332)
9,696,351 9,696,347 9,696,351
---------- ---------- ------------
The value of the equity interest in Kibo Energy Botswana (Pty)
Ltd was determined based on the fair value of the proportionate
equity interest retained in the in the enlarged resource following
the restructuring in 2019.
As at reporting period end, taking into account the various
applicable aspects, the Group concluded that none of the impairment
indicators had been met in relation to the Mabesekwa Coal
Independent Power Plant project.
9. Other financial assets
30 June 30 June 31 December
2021 2020 2020
GBP GBP GBP
Other financial assets consists of:
At Amortised Cost:
Lake Victoria Gold Ltd - 811,400 640,821
Blyvoor Joint Venture - Loans Advanced - 753,501 -
At Fair value through profit or loss - -
Lake Victoria Gold Ltd - 37,661 -
Impairment - - (640,821)
- 1,602,562 -
======= ========= ===========
Spilt of other financial assets between current
and non-current portions
Current - 443,362 -
Non-current - 1,159,200 -
------------- --------------------- -------------
- 1,602,562 -
============= ===================== =============
On 30 June 2020, the last condition precedent related to the
disposal of Reef Miners Ltd ("Reef") as per the SPA, comprising the
Imweru gold project and the Lubando gold project in northern
Tanzania, was met resulting in the effective disposal of the
subsidiary to Lake Victoria Gold Ltd ("LVG").
The following profit on disposal of the subsidiary was
recognised in the audited annual report at 31 December 2020:
Group (GBP)
Intangible assets 787,108
Cash and cash equivalents (336)
Trade and other payables 9,136
Net liability value disposed of at 31 December
2020 (778,308)
Foreign currency translation reserve reclassified
through profit or loss (121,670)
Proceeds from disposal 797,564
---------------
Profit on disposal for group 102,414
---------------
Impairment (640,821)
---------------
Net loss on disposal for group at 31 December
2020 743,235
---------------
The amount receivable from Lake Victoria Gold will be due and
payable on the following dates:
1. US$100,000 upon the satisfaction of the Condition Precedent;
2. US$100,000 upon registration of Reef in the name of LVG;
3. US$100,000 four months from the date of the SPA;
4. US$200,000 nine months from the date of the SPA; and
5. US$500,000 upon the earlier of the commissioning of the first
producing mine of LVG in the Tanzania or the date 24 months from
the date of the SPA.
As at 31 December 2020, funds of $100,000 have been received
from Lake Victoria Gold in respect of the sale of Reef Miners Ltd
("Reef")
The receivable in Lake Victoria Gold has been fully impaired at
31 December 2020 due to the significant increase in credit risk,
which is as a result of payments 1, 3 and 4 not being received as
they became due and are still outstanding at the date of this
interim report.
Blyvoor Joint Venture
On 30 January 2020, the Group entered into a Joint Venture
Agreement with Blyvoor Gold Mines (Pty) Ltd, whereby Katoro Gold
plc and Blyvoor Gold Mines (Pty) Ltd would become 50/50
participants in an unincorporated Joint Venture.
In accordance with the requirements of the Joint Venture
Agreement, the Katoro Group was to provide a ZAR15.0 million loan
(approximately GBP790,000) to the JV ("the Katoro Loan Facility"),
which will fund ongoing development work on the Project.
As at 31 December 2020, the Group has advanced funding in the
amount of GBP1,122,676 of which 100% relate to expenditure
allocated to the Joint Venture operations, carried by the Katoro
Gold plc Group.
Furthermore, the Group has continued to advance funding in the
amount of GBP83,532 of which 100% relate to expenditure allocated
to the Joint Venture operations, carried out by the Katoro Gold plc
Group.
The Katoro Loan Facility shall form part of the development
capital project financing that Katoro shall procure in accordance
with its obligations contained in the Agreement, as detailed below,
provided that:
-- the balance of the Katoro Loan Facility then outstanding
shall be subordinated to third party creditors participating in the
development capital project financing;
-- the Katoro Loan Facility will bear interest at the 12-month
London Inter Bank Offered Rate, or its successor; and
-- the Katoro Loan Facility will be repayable within 12 months after:
- the last third-party creditor participating in the project
financing shall have been paid; or
- any earlier date on which the Parties may agree.
10. Borrowings
Amounts falling due within one year 30 June 30 June 31 December
2021 2020 2020
GBP GBP GBP
Short term borrowings 499,401 606,615 858,546
499,401 606,615 858,546
-------- -------- ------------
The borrowings relate to the unsecured interest free loan
facility from Sanderson Capital Partners Ltd ("Sanderson") and St
Anderton on the Vaal ("St Anderton") which is repayable either
through the issue of cash or ordinary shares in the Company.
Furthermore, the Sanderson loan balance has been partially settled
in the current year through the issue of shares and a cash
payment.
11. Right of use asset and Lease liability
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 Bordersley,
Liverpool Street, Birmingham. The lease of 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 implicit to the lease is 8.44%.
Right of use 31
asset 30 June 30 June December
2021(GBP) 2020(GBP) 2020(GBP)
Set out
below are
the carrying
amounts
of
right-of-use
assets
recognised
and
the
movements
during the
period:
Opening - - -
balance
Additions 297,593 - -
Depreciation (1,733) - -
Closing 295,860 - -
balance
--------------------- --------------------- ---------------------
31
Lease 30 June 30 June December
liability 2021(GBP) 2020(GBP) 2020(GBP)
Set out below are the
carrying amounts
of lease liabilities
and the movements
during the period:
Opening - - -
balance
Additions 297,594 - -
Interest 12,363 - -
Payments (11,100) - -
--------------------- --------------------- ---------------------
Closing 298,857 - -
balance
--------------------- --------------------- ---------------------
Spilt of
lease
liability
between
current
and
non-current
portions
Current 2,422 - -
Non-current 296,435 - -
--------------------- --------------------- ---------------------
298,857 - -
--------------------- --------------------- ---------------------
12. Financial instruments
30 June 30 June 31 December
2021 2020 2020
GBP GBP GBP
Financial assets - carrying amount
At fair value through other comprehensive
income
Other financial assets - 37,661 -
Loans and receivables held at amortised
cost
Other financial assets - 1,564,901 -
Trade and other receivables 45,455 237,371 86,719
Cash and cash equivalents 4,882,121 68,612 256,760
---------- ---------- ------------
4,927,576 1,908,545 343,479
---------- ---------- ------------
Financial liabilities - carrying amount
Financial liabilities held at amortised
cost
Trade and other payables 1,166,160 1,730,873 1,444,986
Borrowings 499,401 606,615 858,546
1,665,561 2,337,488 2,303,532
---------- ---------- ------------
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.
13. Corporate transactions
During the current year to date, Kibo had diluted its equity
interest in MAST Energy Developments plc, previously a wholly owned
subsidiary, as MAST raised in excess of GBP5m through Clear Capital
Markets Ltd from its IPO on the Official List of the London Stock
Exchange plc by way of a Standard Listing. On the date of listing
the market capitalisation for MAST Energy Developments plc was c.
GBP23 million .
Furthermore, initially Kibo's equity holding measured at cost
pre-IPO in MAST was GBP2,615,929 which increased substantially to
GBP6,580,050 post-IPO when calculated as a portion of the net
assets of MAST. Moreover, the current market value of Kibo's 55.42%
interest in MAST is valued at c. GBP12 million, which is
approximately twice the current valuation of Kibo.
14. Unaudited results
These condensed consolidated interim financial results have not
been audited or reviewed by the Group's auditors.
15. Dividends
No dividends were declared during the interim period.
16. Board of Directors
There were no changes to the board of directors during the
interim period, or any other committee's composition.
17. Subsequent events
The following subsequent events have been noted:
-- MAST entered into a Sale and Purchase Agreement to acquire
Pyebridge Power Ltd, a Special Purpose Vehicle comprising an
installed and commissioned synchronous gas-powered standby
generation facility with 9 MW export capacity.
-- MAST entered into a definitive Sale and Purchase Agreement to
acquire a 100% interest in Rochdale Power Ltd, a Special Purpose
Vehicle from Balance Power Projects Ltd, for the installation of a
4.4 MW flexible gas power project.
-- A period of limited political unrest in South Africa
temporarily delayed the funding process for the Blyvoor Joint
Venture Project when some of the short-listed parties requested
additional time to re-assess the country risk profile as a result
of the unrest. However, the Company is pleased to announce that
discussions with these potential funders have since resumed and the
joint venture partners hope to conclude a final funding arrangement
for Blyvoor during the latter part of 2021.
-- All conditions have been satisfied and an agreement completed
with South Africa-based Industrial Green Energy Solutions (Pty) Ltd
to jointly develop a portfolio of Waste to Energy projects in South
Africa. Kibo and IGES have entered into an amendment (the
"Amendment") to fast track the implementation of the first project.
Completion of the Agreement and Amendment follows the positive
findings of an extensive due diligence process.
-- Completed a Heads of Terms (the "Agreement") with EQTEC plc
(AIM: EQT) ("EQTEC"), a world-leading gasification solutions
company, to acquire a 54.54% interest in the proposed 25 MWe
Billingham waste gasification and power plant (the "Project") at
Haverton Hill, Teesside, UK. The Project is at advanced stages of
development with a concept design for the full plant produced,
planning permission approved, grid connection offer secured.
18. Going concern
The Group currently generates no revenue and had net assets of
GBP31,748,524 as at 30 June 2021 (31 December 2020: net assets of
GBP26,558,688).
Following multiple warrant exercising and successful cash
placings for the subscription of new ordinary shares, where the
Group raised in cash an aggregate amount of GBP6,449,513 , the
Group has adequate cash and cash equivalents (financial resources)
to ensure the Group is able to continue as a going concern for the
foreseeable future.
Furthermore, after reviewing the Group's financial projections,
the directors of the Company (the "Directors") have a reasonable
expectation that the Group will have adequate resources to continue
in operational existence for the foreseeable future.
For this reason, they adopted the going concern basis in
preparing the Group Financial Information.
The effective implementation of COVID-19 vaccination protocol
within the key areas the Group operations has led to an increase in
operational activity for the Group. As at the time of preparing
these results, the Group does not anticipate any further
significant foreseeable disruption from the COVID-19 pandemic and
expects operational activities to normalise in the coming
months.
Post period end there has been a period of limited political
unrest in South Africa, however the impact on the Group's
operations have been temporary and limited in this regard.
19. Commitments and contingencies
There are no material commitments, contingent assets or
contingent liabilities as at 30 June 2021.
20. 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.
24 September 2021
**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 or
contact:
Louis Coetzee info@kibo.energy Kibo Energy Chief Executive
plc Officer
Andreas Lianos +27 (0) 83 4408365 River Group Corporate and Designated
Adviser on JSE
------------------ ------------------------
Claire Noyce +44 (0) 20 3764 Hybridan LLP AIM Broker
2341
-------------------- ------------------ ------------------------
Bhavesh Patel +44 20 3440 6800 RFC Ambrian NOMAD on AIM
/ Ltd
Stephen Allen
-------------------- ------------------ ------------------------
Isabel de Salis +44 (0) 20 7236 St Brides Partners Investor and Media
/ 1177 Ltd Relations Adviser
Beth Melluish
-------------------- ------------------ ------------------------
Notes
Kibo Energy plc is a multi-asset, Africa and UK focused, energy
company positioned to address the acute power deficit, which is one
of the primary impediments to economic development in Sub-Saharan
Africa. To this end, it is the Company's objective to become a
leading independent power producer in the region.
Kibo is simultaneously developing three similar coal-fuelled
power projects: the Mbeya Coal to Power Project ("MCPP") in
Tanzania; the Mabesekwa Coal Independent Power Project ("MCIPP") in
Botswana; and the Benga Independent Power Project ("BIPP") in
Mozambique. By developing these projects in parallel, the Company
intends to leverage considerable economies of scale and timing in
respect of strategic partnerships, procurement, equipment, human
capital, execution capability / capacity and project finance.
Additionally, the Company has a 55% interest in MAST Energy
Developments Limited ("MED"), a private UK registered company
targeting the development and operation of flexible power plants to
service the UK Reserve Power generation market.
Johannesburg
24 September 2021
Corporate and Designated Adviser River Group
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END
IR USVSRAOUKURR
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