TIDMKIBO

RNS Number : 0601O

Kibo Energy PLC

29 September 2023

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: 29 September 2023

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

Unaudited Interim Results for the Six-Month Period Ended 30 June 2023

Kibo Energy PLC (AIM: KIBO; AltX: KBO), the renewable energy-focused development company, is pleased to announce its unaudited interim results for the six months ended 30 June 2023, 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-2023.pdf .

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 Commenced with an optimisation and integration study into the production of synthetic oil from non-recyclable plastic waste on the 2.7 MW plastic-to-syngas project under Sustineri Energy (Pty) Ltd ('Sustineri Energy' or 'Sustineri'), a joint venture ('JV') in which Kibo holds 65% and Industrial Green Energy Solutions ('IGES') holds 35%, which could add a potential accelerated additional revenue stream to the project.

o As part of the Mbeya Power Project, the Company has determined a due diligence scope of work and process for the Tanzania Electric Supply Company Limited ('TANESCO') in line with key project milestones and established a Joint Technical Committee to ensure these milestones are met as agreed to, as previously announced by the Company with regards to its renewed Memorandum of Understanding ('MOU').

o Kibo subsidiary Mast Energy Developments plc ('MED') relinquished its existing T-4 Capacity Market ('CM') contract for its Pyebridge site and was successful in the pre-qualification for two new bids, which resulted in a T-1 CM contract at GBP60/kW/pa and a T-4 CM contract that cleared at a record price of GBP63/kW/pa.

o MED furthermore reprofiled the outstanding loan balances on its existing loan facilities as well as entered a Heads of Terms ('HoT') for a new JV agreement between MED and a new institutional-led consortium, who will inject all required capital into the JV with an expected total investment value of c. GBP31 million, with no funding contribution required from MED.

   --        Corporate updates: 

o The appointment of Beaumont Cornish Limited as Nominated Advisor ('NOMAD') on 11 January 2023.

o The appointment of Mr. Ajay Saldanha as a new independent non-executive director to the Kibo Board with effect from 11 January 2023.

o The retirement of Mr. Chris Schutte, effective 2 May 2023.

o All unexercised and outstanding warrants in the Company, to the amount of 1,128,024,625, have been repriced such that they are all exercisable at GBP0.001 (0.1p).

o The Company has reached agreement with the holders (the 'Noteholders') of the Company's 7% Convertible Loan Note ('CLN') instrument dated 7 January 2022 to convert all principal amounts and accrued interest amounting to GBP714,517 to ordinary Kibo shares of EUR0.001 par value, converted at a price of 0.14p. The conversion resulted in the issue of 510,369,286 new Kibo shares to the Noteholders.

o The Company has further agreed to a reprofiling of its existing bridge loan facility into a new 24-month term loan (the 'Term Loan Facility'). The reprofiled amount under the Term Loan Facility agreement is GBP1,113,980, repayable over a 24-month period. The Company has also awarded 1,262,300,283 warrants to the Institutional Investor under the agreed reprofiling terms of the Term Loan Facility.

o The Company received warrant notices to exercise 284,524,625 Kibo warrants, for which 216,274,625 ordinary Kibo shares of EUR0.001 at a price of GBP0.001 (0.1p) were issued and the remaining 68,250,000 shares were deferred from being issued and admitted for trading until full payment for the corresponding warrants, for which prior irrevocable exercise notices have been submitted (RNSs dated 4 and 26 May 2023).

   --        Post-reporting period: 

o In July 2023, the Sustineri biofuel project was granted an integrated Environment Authorisation ('EA') (RNS dated 3 July 2023) and a further integration study is currently underway to align the test results with feedstock characteristics, as previously announced in an RNS dated 2 May 2023.

o During July 2023, MED finalised and entered into a definitive and binding Joint Venture Agreement ('JVA') with an institutional investor-led consortium, with an initial expected total investment value of c. GBP5.9 million. The completion date of the JVA has since been extended twice due to unforeseen circumstances as detailed in an MED RNS dated 4 August and 22 September 2023, with the parties working on finalising the necessary logistical and statutory arrangements to ensure the successful completion and transfer of funds in accordance with the revised long-stop date.

Chairman's Statement

We are pleased to present our Interim Report for the six months ending 30 June 2023.

During the first half of 2023, Kibo Energy plc ('Kibo' or the 'Company') has continued its commitment to its strategy to acquire and develop a portfolio of sustainable, renewable energy assets. The year commenced with notable obstacles but through the resilience of crucial stakeholders, management and the Kibo team, the Company has continued to work to overcome these challenges. It continues to demonstrate adaptability and steady dedication to its core objectives of capitalising opportunities within the global clean energy transformation and working towards leading position within this industry. The Kibo strategy includes implementing an appropriate disposal and divestment or repurposing of all hydrocarbon and coal-based power projects and assets, maximising value from these projects for shareholders (RNS dated 16 June 2021).

Portfolio

Kibo's robust project portfolio remains comprehensive and diverse, with projects spanning four areas - reserve power, waste-to-energy ('W2E' or 'WtE'), biofuel and long-duration energy storage ('LDES').

Waste-to-energy

In January, the Company initiated an optimisation study to modify the design of its 2.7 MW plastic-to-syngas ICON Park project, aiming to incorporate synthetic oil production from non-recyclable plastic waste. This adjustment could introduce an additional revenue source to the project. Additionally, the company showcased promising laboratory test results, demonstrating from our samples that bio-coal from specific biomass sources surpassed conventional coal in various key industrial boiler applications. An integrated Environment Authorisation ('EA') has been granted (RNS dated 3 July 2023) and further technical work aims to align the laboratory test results with feedstock characteristics (RNS dated 2 May 2023).

The original project is planned to be developed in two distinct phases, with the first phase being the production of synthetic oil and a second phase introducing the production of syngas and electricity. The decision to pursue the production of synthetic oil as phase 1 is expected to have a positive impact on the project's profitability and provides the Company with the opportunity to generate revenue much earlier than initially projected (RNS dated 1 February 2023).

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 funding and reaching agreement on appropriate land lease arrangements.

With reference to 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, the Company is in advanced settlement negotiations with the vendor and is confident that the ongoing dispute will be settled soon. 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 2022, remained unchanged for the six months to 30 June 2023.

Biofuel

After signing a renewed Memorandum of Understanding ('MOU') (RNSs dated 23 November 2022 and 18 May 2023), the Company and its Tanzanian subsidiary, Mbeya Power Limited ('Mbeya Power'), are currently subject to a due diligence process by TANESCO, pursuant to the agreed MOU process. The MOU sets out clear guidelines, deliverables and timelines for the conclusion of a Power Purchase Agreement ('PPA') and Mbeya Power and TANESCO have agreed to establish a Joint Technical Committee to ensure the key milestones, as agreed in the MOU, are met.

A part of the Company's strategy, the conversion of fossil fuel (coal) to biofuel produced from biomass is considered for the fully developed Mbeya Power project, a 300 MW steam-powered power plant in the Songwe region of Tanzania. As Kibo has already determined the technical feasibility of bio-coal as a coal replacement, the Company is now in the process of determining the commercial viability of producing selected biomass as feedstock for the bio-coal production process.

Long-Duration Energy Storage

The status of the Company's long-duration energy storage ('LDES') projects remain unchanged as previously noted in a Company Operational Update (RNS dated 3 July 2023). These include a 12.3 MW project that is undergoing both concept and commercial development simultaneously and a 36.32 MW target for development, which is still under assessment. Furthermore, the South African market, which is currently favourable towards renewable energy and LDES solutions, is being targeted for the development of project pipeline opportunities.

Reserve Power

Kibo's interests in reserve power are vested in its subsidiary Mast Energy Developments ('MED'). In May, MED announced the conclusion of a Heads of Terms ('HoT') for a JV agreement between MED and a institutional-led consortium (the 'Institutional Investor'). Under the HoT, the Institutional Investor will inject all required capital into the JV with an initial investment value of c. GBP5.9 million and an expected total investment value of c. GBP31 million, with no funding contribution from MED. This will allow MED to accelerate development of its project pipeline.

The completion date of the JVA has since been extended twice due to unforeseen circumstances as detailed in an MED RNS dated 4 August and 22 September 2023, with the parties working on finalising the necessary logistical and statutory arrangements to ensure the successful completion and transfer of funds in accordance with the revised long-stop date.

In May 2023, MED reached a significant milestone with its Rochdale site receiving planning consent from the local Council. The site is now fully construction-ready and awaiting project funding.

MED further achieved a landmark objective earlier this year. After foregoing its existing T-4 Capacity Market ('CM') contract for its Pyebridge site in favour of applying for two new replacement CM contracts in the 2022/2023 CM bid window, MED was successful in pre-qualification to bid for new T-1 and T-4 CM contracts. This resulted in a CM Auction result where the T-1 bid was cleared at GBP60/kW/pa and the T-4 bid cleared at a record price of GBP63/kW/pa.

Corporate

As the Company progresses its strategy, it also made a significant appointment in the first half of 2023. This included the appointment of a new independent non-executive director, Mr. Ajay Saldanha, to the board of directors, with effect from 11 January 2023. During this period, the Company said farewell to Mr. Chris Schutte, who retired from the Kibo board as of 2 May 2023.

The Company began its year temporarily suspended from AIM, a market operated by the London Stock Exchange ('LSE') as a result of the resignation of its Nominated Advisor ('NOMAD') (RNS dated 9 December 2022). However, this challenge was quickly overcome with the appointment of Beaumont Cornish Limited ('BCL') as its new NOMAD as detailed in an RNS dated 11 January 2023.

These appointments have solidified the Company's commitment in delivering its growth strategy while placing Kibo in an advantageous position within the alternative energy sectors in the UK and sub-Saharan Africa.

Conclusion

As we approach the end of 2023, I am pleased to note the management team and personnel's ongoing determination and resilience, under challenging trading and funding conditions, to streamline Kibo's operations and to support its strategy of focusing on the acquisition and development of alternative and renewable sustainable energy solution projects, while pursuing the conversion of the Company's large-scale power projects and the disposal of its hydro-carbon and coal assets, have yielded positive outcomes for the Company.

Louis Coetzee

Chief Executive Officer & Acting Chairman

Date: 29 September 2023

Unaudited Interim Results for the six months ended 30 June 2023

Unaudited Condensed Consolidated Interim Statement of Comprehensive Income

For the six months ended 30 June 2023

 
                                               6 months      6 months      12 months 
                                                     to            to             to 
                                                30 June       30 June    31 December 
                                    Note           2023          2022           2022 
                                            (Unaudited)   (Unaudited)      (Audited) 
                                                    GBP           GBP            GBP 
                                           ------------  ------------  ------------- 
 
 Revenue                             14         198,438       305,384      1,036,743 
 Cost of sales                                (125,008)     (260,329)      (778,802) 
                                           ------------  ------------  ------------- 
 Gross profit/loss                               73,430        45,055        257,941 
 Administrative expenses                    (1,318,959)   (1,210,016)    (2,579,028) 
 Reversal of impairment 
  / (impairments) of non-current 
  assets                              9       4,052,331             -    (7,038,930) 
 Fair value adjustments             10&13   (4,153,309)             -              - 
 Listing and capital raising 
  fees                                        (297,114)     (185,070)      (363,368) 
 Project and exploration 
  expenditure                                 (268,347)     (415,621)      (847,567) 
 Operating Loss                             (1,911,968)   (1,765,652)   (10,570,952) 
 Finance costs                                 (69,396)      (86,914)      (249,754) 
 Investment and other 
  income                                        145,552         8,593         93,866 
 Share of gain / (loss) 
  from associate                                  7,164     (118,357)      (181,684) 
                                           ------------  ------------  ------------- 
 Loss before Tax                            (1,828,648)   (1,962,330)   (10,908,524) 
 Tax                                                  -             -              - 
                                           ------------  ------------  ------------- 
 Loss for the period                        (1,828,648)   (1,962,330)   (10,908,524) 
 
 Other comprehensive 
  income: 
 Exchange differences 
  on translating of foreign 
  operations, net of taxes                      148,114        60,869        372,191 
 Total Comprehensive 
  Loss for the Period                       (1,680,534)   (1,901,461)   (10,536,333) 
                                           ------------  ------------  ------------- 
 
 Loss for the period 
  attributable to                           (1,828,648)   (1,962,330)   (10,908,524) 
                                           ------------  ------------  ------------- 
 Owners of the parent                       (1,487,876)   (1,637,805)    (9,776,917) 
 Non-controlling interest                     (340,772)     (324,525)    (1,131,607) 
                                           ------------  ------------  ------------- 
 
 
 Total comprehensive 
  loss attributable to                      (1,680,534)   (1,901,461)   (10,536,333) 
                                           ------------  ------------  ------------- 
 Owners of the parent                       (1,339,762)   (1,576,936)    (9,404,726) 
 Non-controlling interest                     (340,772)     (324,525)    (1,131,607) 
                                           ------------  ------------  ------------- 
 
 
 Basic loss per share                 4        (0.0004)      (0.0006)        (0.003) 
 Dilutive loss per share              4        (0.0004)      (0.0006)        (0.003) 
 
 

Unaudited Condensed Consolidated Interim Statement of Financial Position

As at 30 June 2023

 
 
                                  Note        30 June        30 June    31 December 
                                                 2023           2022           2022 
                                          (Unaudited)    (Unaudited)      (Audited) 
                                                  GBP            GBP            GBP 
                                        -------------  -------------  ------------- 
 Assets 
 Non-current assets 
 Property, plant and equipment     7        3,395,543      2,931,097      3,493,998 
 Intangible assets                 8        2,652,533      4,995,608      2,691,893 
 Investment in associates          9                -      3,972,524        100,945 
 Other financial assets            10          86,524              -              - 
 Total non-current assets                   6,134,600     11,899,229      6,286,836 
                                        -------------  -------------  ------------- 
 
 Current assets 
 Trade and other receivables                  150,199        233,091        227,223 
 Cash and cash equivalents                     21,961      1,163,297        163,884 
                                        -------------  -------------  ------------- 
 Total current assets                         172,160      1,396,388        391,107 
                                        -------------  -------------  ------------- 
 
 Total assets                               6,306,760     13,295,617      6,677,943 
                                        -------------  -------------  ------------- 
 
 Equity 
 Called up share capital           5       21,790,989     21,140,481     21,140,481 
 Share premium                     5       45,816,001     45,516,081     45,516,081 
 Foreign currency translation 
  reserve                                      54,121      (405,315)       (93,993) 
 Share based payment reserve                   78,049        491,641         73,469 
 Warrants exercised reserve                    68,250              -              - 
 Retained deficit                        (67,807,018)   (58,265,194)   (66,319,142) 
                                        -------------  -------------  ------------- 
 Attributable to equity 
  holders of the parent                           392      8,477,694        316,896 
                                        -------------  -------------  ------------- 
 Non-controlling interest                     823,446      1,638,291      1,164,218 
                                        -------------  -------------  ------------- 
 Total Equity                                 823,838     10,115,985      1,481,114 
                                        -------------  -------------  ------------- 
 
 Liabilities 
 Non-current liabilities 
 Lease liability                   12         292,826        287,721        346,674 
 Borrowings                        11       1,808,607              -              - 
 Other financial liabilities                        -              -        243,056 
                                        -------------  -------------  ------------- 
 Total non-current liabilities              2,101,433        287,721        589,730 
                                        -------------  -------------  ------------- 
 Current liabilities 
 Borrowings                        11         307,559      1,732,423      1,195,239 
 Lease liability                   12           8,485          2,587          3,980 
 Other financial liabilities       11               -              -      1,012,790 
 Trade and other payables                   3,065,445      1,156,901      2,395,090 
 Total current liabilities                  3,381,489      2,891,911      4,607,099 
                                        -------------  -------------  ------------- 
 Total liabilities                          5,482,922      3,179,632      5,196,829 
                                        -------------  -------------  ------------- 
 
 Total equity and liabilities               6,306,760     13,295,617      6,677,943 
                                        -------------  -------------  ------------- 
 
 

Unaudited Condensed Interim Consolidated Statement of Changes in Equity

 
                    Share        Share        Share     Warrants      Foreign       Retained     Non-controlling      Total 
                    Capital      Premium      based     exercised    currency       deficit         interest 
                                             payment     reserve    translation 
                                             reserve                  reserve 
                     GBP          GBP          GBP         GBP          GBP           GBP              GBP             GBP 
---------------  -----------  -----------  ----------  ----------  ------------  -------------  ----------------  ------------- 
 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      68,250        54,121   (67,807,018)           823,446        823,838 
---------------  -----------  -----------  ----------  ----------  ------------  -------------  ----------------  ------------- 
 
 Balance at 1 
  January 2022 
  (unaudited)     21,042,444   45,429,328     466,868           -     (466,184)   (56,627,389)         1,962,816     11,807,883 
                 ===========  ===========  ==========  ==========  ============  =============  ================  ============= 
 Loss for the 
  period                   -            -           -           -             -    (1,637,805)         (324,525)    (1,962,330) 
---------------  -----------  -----------  ----------  ----------  ------------  -------------  ----------------  ------------- 
 Other 
  comprehensive 
  income - 
  exchange 
  differences              -            -           -           -        60,869              -                 -         60,869 
                 ===========  ===========  ==========  ==========  ============  =============  ================  ============= 
 Issue of share 
  warrants                 -            -      24,773           -             -              -                 -         24,773 
---------------  -----------  -----------  ----------  ----------  ------------  -------------  ----------------  ------------- 
 Shares issued        98,037       86,753           -           -             -              -                 -        184,790 
                 ===========  ===========  ==========  ==========  ============  =============  ================  ============= 
 Balance as at 
  30 June 2022 
  (unaudited)     21,140,481   45,516,081     491,641           -     (405,315)   (58,265,194)         1,638,291     10,115,985 
---------------  -----------  -----------  ----------  ----------  ------------  -------------  ----------------  ------------- 
 
 Balance as at 
  1 January 
  2022 
  (audited)       21,042,444   45,429,328     466,868           -     (466,184)   (56,627,389)         1,962,816     11,807,883 
---------------  -----------  -----------  ----------  ----------  ------------  -------------  ----------------  ------------- 
 Loss for the 
  year                     -            -           -           -             -    (9,776,917)       (1,131,607)   (10,908,524) 
                 ===========  ===========  ==========  ==========  ============  =============  ================  ============= 
 Other 
  comprehensive 
  income- 
  exchange 
  differences              -            -           -           -       372,191              -                 -        372,191 
---------------  -----------  -----------  ----------  ----------  ------------  -------------  ----------------  ------------- 
 Change in 
  shareholding 
  without loss 
  of control               -            -           -           -             -      (333,009)           333,009              - 
                 ===========  ===========  ==========  ==========  ============  =============  ================  ============= 
 Shares issued        98,037       86,753           -           -             -              -                 -        184,790 
---------------  -----------  -----------  ----------  ----------  ------------  -------------  ----------------  ------------- 
 Warrants 
  issued by 
  Kibo Energy 
  PLC during 
  the year                 -            -      24,774           -             -              -                 -         24,774 
                 ===========  ===========  ==========  ==========  ============  =============  ================  ============= 
 Warrants 
  issued by 
  Kibo Energy 
  PLC which 
  expired 
  during the 
  year                     -            -   (418,173)           -             -        418,173                 -              - 
---------------  -----------  -----------  ----------  ----------  ------------  -------------  ----------------  ------------- 
 Balance as at 
  31 December 
  2022 
  (audited)       21,140,481   45,516,081      73,469           -      (93,993)   (66,319,142)         1,164,218      1,481,114 
                 ===========  ===========  ==========  ==========  ============  =============  ================  ============= 
 Notes                     5            5 
---------------  -----------  -----------  ----------  ----------  ------------  -------------  ----------------  ------------- 
 

Unaudited Condensed Consolidated Interim Statement of Cash Flow

For the six months ended 30 June 2023

 
                                                 6 months      6 months      12 months 
                                                       to            to             to 
                                                  30 June       30 June    31 December 
                                                     2023          2022           2022 
                                              (Unaudited)   (Unaudited)      (Audited) 
                                                      GBP           GBP            GBP 
                                             ------------  ------------  ------------- 
 
 Loss for the period before taxation          (1,828,648)   (1,962,330)   (10,908,524) 
 Adjusted for: 
 (Gain) / loss from equity accounting             (7,164)       118,357        181,684 
 Amounts due settled other than in 
  cash                                            628,326             -              - 
 Costs incurred in loan reprofiling               146,609             -              - 
 Depreciation on property, plant, 
  and equipment                                    45,784         7,621         66,582 
 Directors' fees settled with credit 
  loan notes                                            -             -         44,591 
 Expenses settled through share issue                   -        95,000         95,001 
 Fair value adjustments - Derivatives              86,557                     (86,557) 
 Fair value adjustments - Other financial 
  assets                                        4,066,752             -              - 
 Impairment of intangible assets                        -             -      3,229,155 
 Interest accrued                                  69,396        52,198        248,202 
 Profit on disposal of property, plant 
  and equipment                                         -             -        (7,264) 
 Reversal of impairment / (impairment) 
  of associates                               (4,052,331)             -      3,809,775 
 Warrants and options issued                       58,425        24,773         24,774 
 Other non-cashflow items                          83,421             -            132 
                                             ------------  ------------  ------------- 
 Operating income before working 
  capital changes                               (702,873)   (1,664,381)    (3,302,449) 
 Decrease in trade and other receivables           77,024        22,656         28,524 
 Increase in trade and other payables             670,355        40,630        678,817 
                                             ------------  ------------  ------------- 
 Net cash outflows from operating 
  activities                                       44,506   (1,601,095)    (2,595,108) 
                                             ------------  ------------  ------------- 
 
 Cash flows from financing activities 
 Proceeds from borrowings                               -       960,000      2,322,824 
 Repayment of borrowings                        (100,000)     (316,173)       (44,917) 
 Proceeds from issue of share capital 
  net of costs                                     85,800             -              - 
 Repayment of lease liabilities                  (24,115)       (1,210)       (27,000) 
                                             ------------  ------------  ------------- 
 Net cash proceeds from financing 
  activities                                     (38,315)       642,617      2,250,907 
                                             ------------  ------------  ------------- 
 
 Cash flows from investing activities 
 Cash advanced to Joint Venture                         -             -         20,955 
 Deferred payment settlement                            -             -      (555,535) 
 Property, plant, and equipment acquired 
  (excluding right of use assets)                       -      (38,960)    (1,020,747) 
 Intangible assets acquired                             -             -      (342,038) 
                                             ------------  ------------  ------------- 
 Net cash used in investing activities                  -      (38,960)    (1,897,365) 
                                             ------------  ------------  ------------- 
 
 Net movement in cash and cash equivalents          6,191     (997,438)    (2,241,566) 
 Cash and cash equivalents at beginning 
  of period                                       163,884     2,082,906      2,082,906 
 Exchange movements                             (148,114)        77,829        322,544 
                                             ------------  ------------  ------------- 
 Cash and cash equivalents at end 
  of period                                        21,961     1,163,297        163,884 
                                             ------------  ------------  ------------- 
 

Notes to the unaudited condensed consolidated interim financial statements

For the six months ended 30 June 2023

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 2023, and have been prepared using the same accounting policies as those applied by the Group in its December 2022 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 2022.

The comparative amounts in the consolidated financial results include extracts from the consolidated annual financial statements for the period ended 31 December 2022.

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 2022.

4. Loss per share

Basic, dilutive and headline loss per share for the six months ended 30 June 2023 are as follows:

 
                                            6 months to     6 months to       12 months 
                                                                                     to 
                                                30 June         30 June     31 December 
                                                   2023            2022            2022 
                                                    GBP             GBP             GBP 
                                         --------------  --------------  -------------- 
 Loss for the year attributable 
  to equity holders of the parent           (1,487,876)     (1,637,805)     (9,776,917) 
 
 Weighted average number of ordinary 
  shares for the purposes of basic 
  and dilutive loss per share             3,568,946,718   2,956,206,435   3,010,992,501 
 
 Basic loss per share                          (0.0004)        (0.0006)         (0.003) 
 Dilutive loss per share                       (0.0004)        (0.0006)         (0.003) 
                                         --------------  --------------  -------------- 
 
 
                                            6 months to     6 months to       12 months 
                                                                                     to 
 Reconciliation of Headline loss                30 June         30 June     31 December 
  per share 
                                                   2023            2022            2022 
                                                    GBP             GBP             GBP 
                                         --------------  --------------  -------------- 
 
 Loss for the year attributable 
  to equity holders of the parent           (1,487,876)     (1,637,805)     (9,776,917) 
 Adjusted for: 
 Profit on sale of property, plant 
  and equipment                                       -               -         (7,264) 
 Impairment of goodwill                               -               - 
 Impairment of intangible assets                      -               -       3,229,155 
 (Reversal of Impairment) / Impairment 
  of associates                             (4,052,331)               -       3,809,774 
 Headline loss per share                    (5,540,207)     (1,637,805)     (2,745,252) 
 
 Weighted average number of ordinary 
  shares for the purposes of headline 
  loss per share                          3,568,946,718   2,956,206,435   3,010,992,501 
 
 Headline loss per share                       (0.0016)        (0.0006)        (0.0009) 
                                         --------------  --------------  -------------- 
 

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 EUR 0.0001 each.

Authorised deferred shares of the company are 1,000,000,000 of EUR 0.014, 3,000,000,000 of EUR 0.009 and 5,000,000,000 of EUR 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         Share     Deferred       Called        Share 
                                 Ordinary       Capital        Share     Up Share      Premium 
                                   Shares                    Capital      Capital 
                                                    GBP          GBP          GBP          GBP 
                           --------------                                          ----------- 
 Balance at 1 January 
  2022                      2,930,657,437     1,836,562   19,205,882   21,042,444   45,429,328 
 
 Shares issued in period      108,540,021        98,037            -       98,037       86,753 
 
 Balance at 30 June 
  2022                      3,039,197,458     1,934,599   19,205,882   21,140,481   45,516,081 
 
 Shares issued in period                -             -            -            -            - 
 
 Balance at 31 December 
  2022                      3,039,197,458     1,934,599   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       258,512   21,532,477   21,790,989   45,816,001 
                           --------------  ------------  -----------  -----------  ----------- 
 
 

The company issued the following ordinary shares during the period, with regard to key transactions:

- 14,025,314 new Kibo Shares were issued on 25 January 2023 of EUR 0.001 each at a deemed issue price of GBP0.0014 per share to settle amounts due ;

- 510,369,286 new Kibo Shares were issued on 11 April 2023 of EUR 0.001 each at a deemed issue price of GBP0.0014 in partial settlement of convertible loan notes ;

- 168,274,625 new Kibo Shares were issued on 26 April 2023 of EUR 0.001 each at a deemed issue price of GBP0.001 for warrants exercised by warrant holders ;

- 48,000,000 new Kibo Shares were issued on 26 April 2023 of EUR 0.001 each at a deemed issue price of GBP0.001 for warrants exercised by warrant holders ;

- On 26 April 2023 Kibo underwent a capital reorganisation where all shares in issue were divided into 1 ordinary share of EUR0.0001 and 1 deferred share of EUR0.0009. In total 3,779,866,683 ordinary and deferred shares were issued.

On 26 April 2023 Kibo received notice of warrants irrevocably exercised. The payments for these exercised warrants are still due and shares have not been issued. Kibo has disclosed these exercised warrants separately from its unexercised warrants in a Warrants Exercised Reserve:

- 42,000,000 warrants exercised on 26 April 2023 at a deemed issue price of GBP0.001 per warrant ;

- 26,250,000 warrants exercised on 26 April 2023 at a deemed issue price of GBP0.001 per warrant .

No other share transactions took place during the period.

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 2023 
                                        Bordersley   Pyebridge   Rochdale   Sustinery     Corporate   30 June 2023 
                                             Power       Power      Power      Energy         Group          Group 
                                               GBP         GBP        GBP         GBP           GBP            GBP 
                                       -----------  ----------  ---------  ----------  ------------  ------------- 
 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) / profit 
  after tax                               (46,199)      18,331   (19,894)    (12,792)   (1,768,094)    (1,828,648) 
                                       -----------  ----------  ---------  ----------  ------------  ------------- 
 
 30 June 2022 
                           Mbeya Coal   Bordersley   PyeBridge   Rochdale   Sustinery     Corporate   30 June 2022 
                                   PP        Power       Power      Power      Energy         Group          Group 
                                  GBP          GBP         GBP        GBP         GBP           GBP            GBP 
                          -----------  -----------  ----------  ---------  ----------  ------------  ------------- 
 Revenue                            -            -     305,384          -           -             -        305,384 
 Cost of sales                      -            -   (260,329)          -           -             -      (260,329) 
 Administrative and 
  other costs                   (590)     (16,143)    (20,151)    (3,420)       (220)   (1,354,562)    (1,395,086) 
 Loss from equity 
  accounted investment              -            -           -          -           -     (118,357)      (118,357) 
 Project expenditure         (25,908)    (166,518)    (82,736)   (39,284)    (50,985)      (50,190)      (415,621) 
 Finance cost                       -            -           -          -           -      (86,914)       (86,914) 
 Investment and other 
  income                        5,686            -           -          -         141         2,766          8,593 
                          -----------  -----------  ----------  ---------  ----------  ------------  ------------- 
 Loss after tax              (20,812)    (182,661)    (57,832)   (42,704)    (51,064)   (1,607,257)    (1,962,330) 
                          -----------  -----------  ----------  ---------  ----------  ------------  ------------- 
 
 
 
         30 June 2023 
                                     Bordersley   Pyebridge   Rochdale   Sustinery    Corporate    30 June 2023 
                                        Power       Power       Power      Energy       Group       (GBP) Group 
                                        GBP          GBP        GBP         GBP          GBP           GBP 
                                    -----------  ----------  ---------  ----------  ------------  ------------- 
 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) 
 
 30 June 2022 
                        Mbeya Coal   Bordersley   PyeBridge   Rochdale   Sustinery    Corporate    30 June 2022 
                            PP          Power       Power       Power      Energy       Group       (GBP) Group 
                           GBP          GBP          GBP        GBP         GBP          GBP           GBP 
                       -----------  -----------  ----------  ---------  ----------  ------------  ------------- 
 Segment assets              8,388      413,424   2,641,183     10,079     305,071     9,917,472     13,295,617 
 
 Segment liabilities      (21,650)    (320,559)   (103,103)   (26,682)    (33,493)   (2,674,145)    (3,179,632) 
 

7. Property, plant and equipment

 
                                           Furniture 
                              Right of        and         Motor       Office       Computer       Other 
                    Land      Use Asset    Fittings     Vehicles     Equipment     Equipment    Equipment      Total 
                    GBP         GBP          GBP          GBP          GBP           GBP          GBP          GBP 
                 ---------  -----------  -----------  -----------  -----------  ------------  -----------  ----------- 
 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 
  2022             602,500      293,793        2,465       16,323        4,942         5,390    2,020,112    2,945,525 
                 ---------  -----------  -----------  -----------  -----------  ------------  -----------  ----------- 
 Additions               -            -            -            -            -             -       36,012       36,012 
 Forex movement          -            -          268        1,779          452         3,325          923        6,747 
                 ---------  -----------  -----------  -----------  -----------  ------------  -----------  ----------- 
 Closing 
  balance of 
  Cost 
  at 30 June 
  2022             602,500      293,793        2,733       18,102        5,394         8,715    2,057,047    2,988,284 
                 ---------  -----------  -----------  -----------  -----------  ------------  -----------  ----------- 
 
 Opening 
  balance of 
  Accumulated 
  Depreciation 
  at 1 January 
  2022                   -      (9,793)      (2,465)     (16,322)      (4,409)       (4,074)      (8,703)     (45,766) 
                 ---------  -----------  -----------  -----------  -----------  ------------  -----------  ----------- 
 Depreciation            -      (7,042)            -            -        (498)          (81)            -      (7,621) 
 Forex movement          -            -        (268)      (1,779)           61         (865)        (949)      (3,800) 
                 ---------  -----------  -----------  -----------  -----------  ------------  -----------  ----------- 
 Closing 
  balance of 
  Accumulated 
  Depreciation 
  at 30 June 
  2022                   -     (16,835)      (2,733)     (18,101)      (4,846)       (5,020)      (9,652)     (57,187) 
                 ---------  -----------  -----------  -----------  -----------  ------------  -----------  ----------- 
 
 Carrying value 
  at 30 
  June 2022        602,500      276,958            -            1          548         3,695    2,047,395    2,931,097 
                 ---------  -----------  -----------  -----------  -----------  ------------  -----------  ----------- 
 
 Opening 
  balance of 
  Cost 
  at 1 January 
  2022             602,500      293,793        2,465       16,323        4,942         5,390    2,020,112    2,945,525 
                 ---------  -----------  -----------  -----------  -----------  ------------  -----------  ----------- 
 Additions               -       62,090            -            -            -         6,031       75,061      143,182 
 Assets under 
  development            -            -            -            -            -             -      939,664      939,664 
 Derecognition 
  as a result 
  of waiver              -            -            -            -            -             -    (421,041)    (421,041) 
 Disposals               -            -      (2,465)            -      (3,383)       (3,193)      (5,642)     (14,683) 
 Forex movement          -            -            -            -            -             -        2,695        2,695 
                 ---------  -----------  -----------  -----------  -----------  ------------  -----------  ----------- 
 Closing 
  balance of 
  Cost 
  at 31 
  December 2022    602,500      355,883            -       16,323        1,559         8,228    2,610,849    3,595,342 
                 ---------  -----------  -----------  -----------  -----------  ------------  -----------  ----------- 
 
 Opening 
  balance of 
  Accumulated 
  Depreciation 
  at 1 January 
  2022                   -      (9,793)      (2,465)     (16,323)      (4,407)       (4,074)      (8,704)     (45,766) 
                 ---------  -----------  -----------  -----------  -----------  ------------  -----------  ----------- 
 Depreciation            -     (12,565)            -            -            -       (1,385)     (52,632)     (66,582) 
 Disposals               -            -        2,465            -        3,383         3,193        1,974       11,015 
 Forex movement          -            -            -            -            -             -         (11)         (11) 
                 ---------  -----------  -----------  -----------  -----------  ------------  -----------  ----------- 
 Closing 
  balance of 
  Accumulated 
  Depreciation 
  at 31 
  December 
  2022                   -     (22,358)            -     (16,323)      (1,024)       (2,266)     (59,373)    (101,344) 
                 ---------  -----------  -----------  -----------  -----------  ------------  -----------  ----------- 
 
 Carrying value 
  at 31 
  December 2022    602,500      333,525            -            -          535         5,962    2,551,476    3,493,998 
                 ---------  -----------  -----------  -----------  -----------  ------------  -----------  ----------- 
 

8. Intangible assets

 
 
 Composition of Intangible assets        30 June     30 June   31 December 
                                            2023        2022          2022 
                                             GBP         GBP           GBP 
 Carrying value at 1 January 2023      2,691,893   4,964,550     4,964,550 
                                      ----------  ----------  ------------ 
 Foreign currency gain                  (39,360)      31,058        14,460 
 Acquisitions                                  -           -       942,038 
 Impairments                                   -           -   (3,229,155) 
                                      ----------  ----------  ------------ 
 Carrying value                        2,652,533   4,995,608     2,691,893 
                                      ----------  ----------  ------------ 
 
 Carrying value of intangible asset 
 Mbeya Coal to Power Project                   -   1,947,500             - 
 ADV001 Hindlip Lane                     247,506           -       247,506 
 ARL018 Stather Road                      91,482           -        91,482 
 Bordesley Power                       1,306,422   2,595,000     1,306,422 
 Rochdale Power                          150,273     150,273       150,273 
 Shankley Biogas                         603,050           -       603,050 
 Sustineri Energy                        253,800     302,835       293,160 
                                       2,652,533   4,995,608     2,691,893 
                                      ----------  ----------  ------------ 
 
 

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 ADV001, ARL018, Bordersley Power Project, Rochdale Power, Shankley Biogas or Sustineri Energy.

9. Investment in associates

 
 
                                                 30 June     30 June   31 December 
                                                    2023        2022          2022 
                                                     GBP         GBP           GBP 
                                            ------------  ----------  ------------ 
 
 Mabesekwa Coal Independent Power Plant                -   3,563,639             - 
 Katoro Gold plc                                 100,945     528,764       528,764 
 Reversal of impairment / (impairment) 
  of Katoro Gold                               4,052,331           -     (246,135) 
 Derecognition of investment in associate    (4,153,276)           -             - 
 Share of loss for the period                          -   (118,357)     (181,684) 
 Foreign exchange loss                                 -     (1,522)             - 
                                            ------------  ----------  ------------ 
                                                       -   3,972,524       100,945 
                                            ------------  ----------  ------------ 
 

During the period Katoro Gold plc 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).

10. Other financial assets

 
                                                30 June   30 June   31 December 
                                                   2023      2022          2022 
                                                    GBP       GBP           GBP 
                                           ------------  --------  ------------ 
 Other financial assets consist of: 
 Financial assets recognised at fair 
  value through profit or loss 
 Katoro Gold plc                                 86,524         -             - 
                                           ------------  --------  ------------ 
 Carrying value at reporting period end          86,524         -             - 
                                           ------------  --------  ------------ 
 
 Reconciliation of Other Financial Assets 
 Financial assets recognised at fair 
  value through profit or loss 
 Additions during the period                  4,153,276         -             - 
 Fair value adjustments                     (4,066,752)         -             - 
                                           ------------  --------  ------------ 
                                                 86,524         -             - 
                                           ------------  --------  ------------ 
 

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     30 June   31 December 
                                                    2023        2022          2022 
                                                     GBP         GBP           GBP 
                                              ----------  ----------  ------------ 
 Amounts due within one year 
 Borrowings                                      307,559   1,732,423     1,195,239 
 Other financial liabilities - Convertible 
  loan notes                                                             1,012,790 
 
 Amounts due between one year and five 
  years 
 Borrowings                                    1,808,607           -             - 
 Other financial liabilities - Convertible 
  loan notes                                           -           -       243,056 
                                              ----------  ----------  ------------ 
                                               2,116,166   1,732,423     2,451,085 
                                              ----------  ----------  ------------ 
 
 Borrowings and other financial liabilities 
  consist of: 
 Apex Capital                                          -     661,911             - 
 Directors Convertible Loan Notes                      -           -       657,985 
 Sanderson Capital                               625,750           -       298,930 
 Institutional investor                        1,490,416   1,070,512     1,494,170 
                                              ----------  ----------  ------------ 
 
                                               2,116,166   1,732,423     2,451,085 
                                              ----------  ----------  ------------ 
 
 

The borrowings relate to the following loan facilities:

Institutional Investor

The Institutional Investor borrowing is a bridge loan facility agreement for up to GBP3m 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 GBP1,120,540.

A further facility was entered into between the Investor and Kibo's subsidiary Mast Energy Developments plc in the amount of GBP369,876 with a fixed coupon interest rate of 9.5% and will be repayable with accrued interest in 2024.

These loans were reprofiled during the period.

Sanderson Capital Partners Limited

Short term loans relate to the unsecured interest free loan facility from Sanderson Capital in the amount of GBP193,620 and a facility between the investor and Kibo's subsidiary Mast Energy Developments plc in the amount of GBP432,130 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 
              Lease liability                                      2023                  2022                     2022 
                                                                    GBP                   GBP                      GBP 
                                                   --------------------  --------------------  ----------------------- 
 Carrying amounts of lease liabilities: 
            Opening balance                                     350,654               291,518                  291,518 
                                                   --------------------  --------------------  ----------------------- 
            Additions                                                 -                     -                   60,005 
            Interest                                             27,436                12,290                   26,131 
            Modifications                                      (52,664)                     -                        - 
            Payments                                           (24,115)              (13,500)                 (27,000) 
                                                   --------------------  --------------------  ----------------------- 
            Closing balance                                     301,311               290,308                  350,654 
                                                   --------------------  --------------------  ----------------------- 
 
 
            Split of lease liability between 
            current 
            and non-current portions: 
            Current                                               8,485                 2,587                    3,980 
            Non-current                                         292,826               287,721                  346,674 
                                                   --------------------  --------------------  ----------------------- 
            Total                                               301,311               290,308                  350,654 
                                                   --------------------  --------------------  ----------------------- 
 

13. Financial instruments

 
                                               30 June     30 June   31 December 
                                                  2023        2022          2022 
                                                   GBP         GBP           GBP 
                                            ----------  ----------  ------------ 
 Financial assets - carrying amount 
 Financial assets held at amortised cost 
 Trade and other receivables                   150,199     233,091       227,223 
 Cash and cash equivalents                      21,961   1,163,297       163,884 
                                            ----------  ----------  ------------ 
                                               172,160   1,396,388       391,107 
                                            ----------  ----------  ------------ 
 
 Financial assets held at fair value 
  through profit or loss 
 Other financial assets                         86,524           -             - 
 
 Financial assets                              258,684   1,396,388       391,107 
                                            ----------  ----------  ------------ 
 
 Financial liabilities - carrying amount 
 Financial liabilities held at amortised 
  cost 
 Trade and other payables                    2,997,170   1,156,901     2,374,704 
 Other financial liabilities                         -           -     1,255,846 
 Borrowings                                  2,184,441   1,732,423     1,195,239 
                                            ----------  ----------  ------------ 
                                             5,181,611   2,889,324     4,825,789 
                                            ----------  ----------  ------------ 
 
 
 Financial liabilities held at fair value 
  through profit or loss 
 Trade and other payables - derivative 
  liabilities                                        -           -        20,386 
 
 Financial liabilities                       5,181,611   2,889,324     4,846,175 
                                            ----------  ----------  ------------ 
 
 

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.

During the period other financial liabilities and borrowings were reprofiled. This resulted in the derecognition of the derivative liability and the resulting fair value loss of GBP86,557 being recognised.

14. Revenue

 
                      30 June   30 June   31 December 
                         2023      2022          2022 
                          GBP       GBP           GBP 
 Electricity sales    198,438   305,384     1,036,743 
                     --------  --------  ------------ 
                      198,438   305,384     1,036,743 
                     --------  --------  ------------ 
 

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:

Ajay Saldanha - appointed effective from 11 January 2023 as independent non-executive director.

Chris Schutte - retired effective from 2 May 2023.

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

The following subsequent events have been noted:

-- The group is currently in negotiations with an investor consortium to conclude a Joint Venture Agreement ('JVA') which will allow an injection of all required investment capital into the Joint Venture ('JV'), with an initial expected total investment value of c. GBP5.9m, with no funding contribution required from MED. The JVA also commits both parties , as set out in MED's announcement dated 12 July 2023, to promptly finalise terms on a second joint venture which would increase the envisaged total investment value to c. GBP31m, with a total portfolio of low-carbon flexible gas generation peaker plants with a total combined generation output of up to c. 33 MW, to be developed and/or acquired, constructed and in production and income generating under the two joint ventures ('Secondary JVA').

-- On 22 September 2023 413,500,000 warrants expired without being exercised at their respective re-priced strike prices of GBP0.001 per warrant for 287,500,000 warrants and GBP0.001 per warrant for 126,000,000 warrants. The terms and conditions of the applicable warrant instruments notes that the expiry date for the warrants is extended by one month should it fall during a Close Period for the Company. Consequently, and notwithstanding that the expiry date for these warrants fell on 22 September 2023, they may continue to be exercised by holders up to an including 23 October 2023.

19. Going concern

The Group generated revenue of GBP198,438 during the period (June 2022: GBP305,384 and December 2022: GBP1,036,743) and had net assets of GBP823,838 as at 30 June 2023 (30 June 2022: net assets of GBP10,115,985; 31 December 2022: GBP1,481,114) including cash of GBP21,961 (June 2022: GBP1,163,297 and December 2022: GBP163,884) and current liabilities of GBP3,381,489 (June 2022: 2,891,911 and December 2022: 4,607,099).

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 Ukraine conflict and the responses to such events and conditions that would be available to the Board.

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 2023, 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 continue development of the underlying projects of the Group; and

-- Successful completion of a joint venture agreement between MED and an institutional investor to a total value of GBP31m for which a Heads of Terms has already been agreed, as previously discussed above.

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 2023 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.

29 September 2023

**S**

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 Officer 
                                                       PLC 
  Andreas Lianos     +357 99 53 1107                  River Group          JSE Corporate and Designated 
                                                                            Adviser 
                                                      -------------------  ---------------------------- 
  Claire Noyce       +44 (0) 20 3764                  Hybridan LLP         Joint Broker 
                      2341 
                   ---------------------------------  -------------------  ---------------------------- 
  Damon Heath        +44 207 186 9952                 Shard Capital        Joint Broker 
                                                       Partners LLP 
                   ---------------------------------  -------------------  ---------------------------- 
  James Biddle       +44 207 628 3396                 Beaumont Cornish     Nominated Adviser 
   Roland Cornish                                      Limited 
                   ---------------------------------  -------------------  ---------------------------- 
  Zainab Slemang     zainab@lifacommunications.co.za  Lifa Communications  Investor and Media Relations 
   van Rijmenant                                                            Consultant 
                   ---------------------------------  -------------------  ---------------------------- 
 

Notes

Kibo Energy PLC is a renewable energy focused development company with its primary focus to advance its business as a significant diversified energy developer of sustainable power solutions that integrate existing and emerging Renewable Generation technology, Waste-to-Energy technology and Energy Storage technology in southern and eastern Africa, and the United Kingdom.

Additionally, the Company has a majority 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

29 September 2023

Corporate and Designated Adviser River Group

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END

IR UWVVROBUKUAR

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September 29, 2023 02:00 ET (06:00 GMT)

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