TIDMKIBO
RNS Number : 3533Q
Kibo Energy PLC
27 June 2022
Kibo Energy PLC (Incorporated in Ireland)
(Registration Number: 451931
(External registration number: 2011/007371/10)
Share code on the JSE Limited: KBO
Share code on the AIM: KIBO
ISIN: IE00B97C0C31
("Kibo" or "the Company")
Dated: 27 June 2022
Kibo Energy PLC ('Kibo' or the 'Company')
Results for the Year Ended 31 December 2021
Kibo Energy PLC ("Kibo" or the "Company"), the renewable
energy-focused development company, is pleased to release its
consolidated annual financial results for the year ended 31
December 2021. The Company's Annual Report, which contains the full
financial statements is in the process of being prepared for
dispatch to shareholders. A copy of this Annual Report is also
available on the Company's website at.
https://kibo.energy/wp-content/uploads/Kibo-Annual-Report-2021-Final.pdf
.
The financial statements are set out below and should be read in
conjunction with the 2021 Annual report.
Details of the date and venue for this year's AGM will be
announced in due course.
Overview
Financial results (includes the consolidated results of MAST
Energy Developments Plc)
-- Total revenues GBP3,245 (2020: GBP nil);
-- Operating loss GBP 24,071,363 (2020: GBP 6,473,547 loss);
-- Loss after tax for the year ended December 2021 GBP23,015,857
(December 2020: GBP6,142,932 loss) includes:
-- GBP891,375 loss from the consolidated results of Katoro Gold
Plc ("Katoro"), which is separately funded;
-- GBP1,079,083 loss from the consolidated results of Mast
Energy Developments Plc ("MED"), which is separately funded;
-- GBP20,705,209 impairment loss on Mbeya Coal to Power and
Mabesekwa Coal to Power projects as a result of the continuing
global shift to move toward renewable energy and disregard fossil
fuel assets, coupled with the Group's execution of its renewable
energy strategy during the 2021 financial period;
-- Administrative expenditure decreased to GBP2,325,750 in the
year ended December 2021 (December 2020: GBP3,393,687);
-- Listing and capital raising fees decreased from GBP1,027,658 to GBP 321,365 ;
-- Additional renewable energy and exploration project
expenditure of GBP687,963 incurred in 2021 by Kibo's subsidiaries,
being mainly Katoro Gold plc on the Blyvoor JV and Haneti projects,
MAST Energy Developments plc on Bordersley, Pyebridge and Rochdale,
and Sustineri Energy (Pty) Ltd on renewable energy in South
Africa;
-- Cash outflow from company operating activities have increased
to GBP491,229 (2020: GBP396,994 cash outflow);
-- Total net debt (cash less debt) GBP404,576 (2020: GBP2,046,772 net debt);
-- Company net cash position is GBP6,608 (2020: GBP421,480 net debt);
-- Basic and diluted loss per share of GBP0.009 for December
2021 (December 2020: basic and diluted GBP0.003);
-- Headline loss per share of GBP0.0007 for December 2021
(December 2020: headline loss per share of GBP0.003).
Operational highlights in the 2021 year to date.
-- 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.
-- 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.
Post period highlights and Outlook
-- Kibo settled outstanding fees owing to directors and
management through the issue of a 7% convertible loan note
redeemable instrument. The convertible instrument provides for the
issue of unsecured redeemable convertible loan notes of integral
multiples of GBP1 each to the aggregate amount of GBP672,824. The
subscriptions for the notes shall be used to fund the Company's
working capital requirements related to outstanding salaries and
fees due to management, directors and former directors who are the
sole subscribers to the notes.
-- Kibo appointed Shard Capital Partners LLP as joint broker to
the Company with immediate effect, to act alongside Hybridan LLP,
who remains the Company's joint broker, and RFC Ambrian Ltd, who
remains nominated advisor.
-- Kibo entered a 10-year take-or-pay conditional Power Purchase
Agreement (`PPA') to generate baseload electricity from a 2.7 MW
plastic-to-syngas power plant. The plant will be constructed,
commissioned and operated for an Industrial Business Park Developer
in Gauteng, South Africa. The project, is the first project under
Sustineri Energy (Pty) Ltd, a joint venture in which Kibo holds 65%
and the balance of 35% is held by Industrial Green Energy Solutions
(Pty) Ltd.
-- Kibo signed a bridging loan facility agreement with an
institutional investor for up to GBP3m with a term of up to 36
months. The facility provides for an initial drawdown of GBP1m
which is immediately available to the Company on signing of the
facility. Funds advanced under the facility will attract a fixed
coupon interest rate of 3.5% and will be repayable with accrued
interest, 4 months from the date of drawdown.
-- On 1 March 2022 Kibo agreed an extension of one month for the
redemption date of the convertible instrument, with all but one of
the subscribers to the notes. The new extended redemption date was
revised to be 1 April 2022. The extension included notes in
aggregate of GBP657,985, from the total amount of GBP672,824. The
amount of GBP14,987 (Face value and interest) was settled in cash,
in accordance with the terms of the convertible instrument
announced on 07 January 2022. On 1 April 2022 Kibo agreed a further
extension of three months for the redemption date of the
convertible instrument, with all remaining noteholders. The new
extended redemption date will now be 1 July 2022. The further
extension includes notes in aggregate of GBP657,985.
-- Kibo signed a rolling 5-year Framework Agreement with Enerox
GmbH ('CellCube'), to develop and deploy CellCube based Long
Duration Energy Storage ("LDES") solutions in selected target
sectors in Southern Africa. Under the agreement Kibo has been
granted conditional exclusive rights, subject to successful Proof
of Concepts ("PoC"), to the marketing, sales, configuration and
delivery of CellCube's vanadium redox flow batteries ("VRFB") in
the development of its LDES solutions in microgrid applications
behind the meter.
-- Kibo appointed Mr. Cobus van der Merwe as Group Chief
Financial Officer with effect from the 1st of June 2022.
-- Kibo issued 56,118,047 new Kibo shares of EUR0.001 each at a
deemed issue price of GBP0.0016 per share to Sanderson Capital
Partners Limited in full and final settlement of GBP89,788.88 of
the total remaining outstanding amount owing pursuant to the
forward payment facility signed between Sanderson Capital Partners
Limited and the Company in December 2016.
-- Christian Schaffalitzky, the Chairman of the Board, will step
down as announced previously once the Board has completed the
process of appointing a new non-executive Chairman.
-- The Group continues to focus on its revised renewable energy
strategy in order to align with global requirements.
This announcement contains inside information as stipulated
under the Market Abuse Regulations (EU) no. 596/2014 ("MAR"). F or
further information please visit www.kibo.energy or contact:
Louis Coetzee info@kibo.energy Kibo Energy PLC Chief Executive Officer
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 Partners Joint Broker
LLP
----------------------------- ---------------------- -----------------------
Bhavesh Patel +44 20 3440 6800 RFC Ambrian Ltd NOMAD on AIM
/ Stephen Allen
----------------------------- ---------------------- -----------------------
Zainab Slemang zainab@lifacommunications.com Lifa Communications Investor and Media
van Rijmenant Relations Adviser
----------------------------- ---------------------- -----------------------
CHAIRMAN'S REPORT
I am pleased to provide a review of Kibo Energy PLC ("Kibo" or
the "Company") and its subsidiaries' (together with Kibo, the
"Group") activities during the period and to present our full-year
audited accounts for 2021.
As you know we announced a significant strategy shift in June
2021 , largely prompted by a global surge in clean energy policies
and investment aimed at putting the energy system on track to
achieve the global Sustainable Development Goals of the 2030 Agenda
for Sustainable Development as was reiterated during COP 26. This
made it increasingly difficult to promote and fund our fossil fuel
energy projects, notwithstanding intended integration of renewable
energy components in the development of these projects, and also
notwithstanding the fact that much of sub-Saharan Africa is still
largely reliant on fossil fuels, and will be for the foreseeable
future.
The underlying strategic concept of the Kibo Strategy assumes
long term energy solutions as a key enabler for Sustainability in a
circular economy. Kibo therefore restated its strategy t o advance
the Company as a significant developer of sustainable energy
solutions, integrating renewable and alternative generation with
energy storage. Kibo will therefore, forthwith, focus on the
acquisition, development and operation of a portfolio of
sustainable, renewable energy assets and dispose of, or reposition,
our fossil fuel utility projects.
The establishment and maintenance of a sustainable project
pipeline that will be delivering production assets therefore
remains a main high-level target. This requires exclusive focus on
the rapidly expanding renewable and clean energy markets to produce
a pipeline of new projects in the United Kingdom ("UK) and SADC
("Southern African Development Community") Countries, some of which
have already been acquired and currently being integrated into the
Company structure.
I am pleased to reflect on the joint investment with South
African group Industrial Green Energy Solutions (IGES) to convert
un-recyclable plastic to syngas (using pyrolysis) in energy starved
South Africa, for industrial power production. We recently
announced progress on the first of various projects in the project
pipeline and look forward to the anticipated financial close later
in 2022 of the first 2.7 MW phase, for which we have a private
industrial off-take agreement. Success with this phase will bode
well for the rapid expansion of this project to its full c. 8 MW
potential. It will also bolster the development of the project
pipeline, aimed at a conducive South African energy market segment
driven by the demand for Independent Power Producers and recent
legislative restrictions on the disposal of certain plastics. As
the UK Government sets out to deliver energy security and
accelerate the transition to a low carbon economy it understands
that it will require urgent and ambitious action at home and
abroad. Its strategy continues to be based on the principle that
independently regulated, competitive energy markets, are the most
cost-effective and efficient way of delivering its objectives. We
are also leveraging our growing experience in the waste-to-energy
in the pursuit of various waste-to-energy opportunities in the
UK-market.
Our renewed strategy will benefit from the Company's experience
in the renewable energy sector in recent years. This has been
acquired historically through our work in developing renewable
energy and storage solutions for integration with its large utility
coal projects as well as being the cornerstone promoter behind its
55% AIM subsidiary, Mast Energy Developments PLC ("MED"). After MED
completed a successful IPO on the London Stock Exchange in 2021,
raising GBP5.54 million to acquire a 50 MW reserve power portfolio
in the short to medium term it already has a 9 MW site in
production, 5 MW site under construction, 4.4 MW in development and
a further four sites totalling 29 MW in an advanced stage of
acquisition.
Unfortunately, the change in the Group's strategy during 2021 to
move toward renewable energies coupled with global divestments in
fossil fuel assets, resulted therein that the Group recognised
impairment of GBP20,088,240 related to its coal assets.
Notwithstanding the impairment, the disposal plans for our legacy
fossil fuel energy projects in Tanzania, Mozambique and Botswana,
are progressing well with expressions of interest currently under
evaluation.
The result for the reporting period amounted to a loss of
GBP23,148,155 for the year ended 31 December 2021 (31 December
2020: GBP6,417,237) as detailed further in the Statement of Profit
or Loss and Other Comprehensive Income, and further details on
financial activities are detailed elsewhere in the Annual
Report.
In closing, I would like to acknowledge the support of our
shareholders and all stakeholders as we position the Company for a
next exiting phase of development. I would like to thank our Board,
as well as management under the strong leadership of our CEO, Louis
Coetzee, for their vision, hard work and tenacity to take advantage
of the new opportunities emerging in the green economy by
re-positioning Kibo.
REVIEW OF ACTIVITIES
Introduction
Kibo's focus during 2021 was to acquire new projects to underpin
its strategy to advance Kibo as a significant developer of
sustainable energy solutions, integrating Renewable and Alternative
Generation with Energy Storage in the UK and Southern Africa.
Leveraging its growing experience in these areas and its partner
network, Kibo has been successful in establishing the project
portfolio described below.
Operations
Sustineri Energy Joint Venture - Waste-to-Energy Project (South
Africa)
On 18 May 2021, we announced an agreement with South
Africa-based Industrial Green Solutions (Pty) Ltd ('IGES') to
jointly develop a portfolio of Waste to Energy projects in South
Africa with an initial target of generating more than 50 MW of
electricity for sale to industrial users which was finalized at the
end of July 2021.
Under the terms of this agreement, Kibo has acquired 65% of
Sustineri Energy (35% held by IGES), which holds an initial seven
waste-to energy project pipeline utilizing Pyrolysis technologies
to convert waste non-recyclable plastics to syngas for the
generation of energy. The Pyrolysis technology will be supplied by
a local international technology firm in the form of a waste to
energy conversion plant with Syngas stored on site and fed into gas
engines to generate electrical power. The agreement, which was
completed in July 2021, requires Kibo to fund Sustineri, commencing
with an amount of GBP 560,000 as an equity loan for the development
of this first project ("Project 1") more details of which are given
below.
Project 1, the most advanced project, involves the development,
construction, and operation of an 8 MW Base Load Waste to Energy
Generation facility to be developed in 4 X 2 MW phases over about 3
years for an industrial business park developer in Gauteng, South
Africa. A recent 10-year take-or-pay conditional Power Purchase
Agreement (`PPA') to generate baseload electricity from the first
2.7 MW phase of the development was signed by the Off taker and
announced by the Company in February 2022 together with a further
update on this initial project.
An optimised financial model for the first 2.7 MW phase 1
(updated from initial planned 2 MW) of Project 1 has provided an
estimated Earnings Before Interest Tax Depreciation & Interest
(EBITDA) of c. GBP18 million over the life of project of which an
amount of c. GBP11.5 million is attributable to the Company and an
Internal Rate of Return ("IRR") of between 11% - 14%. The Capital
Expenditure (CAPEX) for the project is estimated at c. GBP8.35
million with financial close anticipated in the fourth quarter of
2022 with construction to commence in the first quarter of 2023 and
taking between 11 and 14 months to complete. Project 1 is
attracting strong funding interest (project and debt funding) from
various investors with whom Sustineri is currently negotiating with
a view to meeting its target financial close date in the fourth
quarter this year.
The Project will provide the business park with cleaner
electricity, by making use of a high temperature pyrolysis process,
where selected non-recyclable plastics will undergo thermal
degradation to produce high quality syngas, which will in turn feed
gas engines to generate both electricity and heat energy.
Additionally, there is potential to sell the heat energy generated
as a by-product from the gas engines directly to customers inside
the industrial park. A fuel feedstock supply agreement is already
in place with a waste management operator for 100% of the first
phase (2,7MW) of the project and land acquisition and waste
licensing is in progress. Air emissions License and grid connection
approval processes are in progress.
In addition to Project 1, there are at least 6 other projects at
different sites identified and off-take discussions are planned in
the short term. These additional projects can yield as much as 50
MW. Kibo will be developing the project portfolio with Lesedi
Nuclear Services (Pty) Ltd as strategic partner for EPC and
Operations and Management services. For South Africa, the Pyrolysis
technology provides a perfect solution to the disposal of plastics
in the country, which up until now is high cost and subject to
cumbersome procedures and under most recent legislation prohibits
the disposal of plastics with a CV (Calorific Value) of more than
20 CV in landfill facilities. As an Independent Power Producer,
Sustineri will enable its industrial clients to operate
independently from the National Utility, Eskom, and secure stable
power supplies.
Billingham Joint Venture - Waste-to-Energy Project (UK)
In September 2021, Kibo signed a Heads of Terms with AIM-listed
UK company, EQTEC plc, a world-leading gasification solutions
company, to acquire a 54.54% interest in its proposed 25 MW
capacity Billingham waste gasification and power plant at Haverton
Hill, Teesside, UK. Under the Heads of Terms, it is expected that
Kibo will acquire a 54.54% equity stake in a new project company
(Project SPV) to be incorporated with EQTEC holding 45.46% with the
final holdings to be confirmed following a follow-on shareholders'
agreement which is currently being negotiated.
Billingham is at an advanced stage of development with a concept
design for the full plant produced, planning permission approved,
grid connection secured & technical due diligence with
technology insurance providers completed. The project is expected
to annually process 200,000 metric tonnes of non-recyclable
everyday municipal solid waste into 25 MW of green electricity,
enough to power 50,000 homes. Under the Heads of Terms, Kibo's
initial funding contribution will be GBP3 million paid as an equity
subscription, plus convertible shareholder loan facilities, and
Kibo will have the option to provide additional convertible
shareholder loan facilities to the Project SPV and/or convert
future project development fees into further equity in the project
in the future.
The Billingham project rights will be held by the Project SPV
and will include all technology license agreements, all equipment
supply and maintenance agreements with EQTEC and all rights to the
site under the existing agreements with third parties. EQTEC will
remain as the lead development manager on the Project, providing
the design and core Advanced Gasification Technology and
subsequently retaining the maintenance portion of the O&M
contract upon commissioning.
Legacy Coal Projects - Tanzania, Botswana and Mozambique
Notwithstanding the successful transition toward the renewable
energy strategy during the 2021 financial period, the Group
continued to pursue the possible development of its Mbeya Coal to
Power and Mabaseka Coal to Power Project during 2021, however the
increase in global scepticism around the development of fossil fuel
projects coupled with expansion toward renewable energy resulted in
the phasing out of coal assets across global markets in lieu of
renewable energy assets. These factors culminated in the Group
performing an impairment assessment as the carrying amount of the
Mbeya Coal to Power and Mabaseka Coal to Power Project asset is
unlikely to be recovered in full of successful development or by
sale. Following various consultations with third parties, the Group
concluded that the fair value of its coal asset was estimated to be
approximately GBP5,504,216, which is significantly lower than the
value in use determined in preceding financial periods as a result
of the declining demand for fossil fuel projects and the Group's
move toward renewable energies, as executed toward the latter part
of the 2021 financial period
It was therefore concluded that an impairment of GBP20,088,240
was necessary in the 2021 financial period related specifically to
the Mbeya Coal to Power and Mabaseka Coal to Power Projects.
The Group still believes these coal deposits which still offer
opportunities for commercialization to parties with longer term
investment horizons commensurate with the further refinement of new
clean coal burning technologies and conversion of coal to gas with
associated carbon capture systems.
Investments
Mast Energy Developments Plc ("MED") - Reserve Power (UK)
During 2021, Kibo facilitated the IPO on the Official List of
the London Stock Exchange plc by way of a Standard Listing of its
equity interest in MAST Energy Developments plc, previously a
wholly owned subsidiary, with MED raising GBP5.54 million through
Clear Capital Markets Ltd from its IPO. On the date of listing a
market capitalisation of GBP23 million was allocated to MAST Energy
Developments. Kibo retains a 55.37% equity interest in MED.
Since its IPO in April 2021, MED has made solid progress towards
its target of assembling a portfolio of well-located flexible power
sites in the UK of up to 300 MW of flexible power generating
capacity within the next two to three years. During 2021 the
company acquired and re-commissioned the fully operational 9 MW
Pyebridge peaking power plant and a 4.4. MW shovel ready site at
Rochdale for the development of a peaking power plant or a battery
storage site, both sites being located in the West Midlands of the
UK. These sites are in addition to the Bordesley site which is now
in the early construction phase for a 5 MW peaking power plant.
Together with Pyebridge, Rochdale and Bordersley, MED is at an
advanced stage of acquisition on three further UK sites which when
completed will bring its total portfolio of projects, operational
and under development/construction to 47 MW. Further information on
these projects and the latest MED updates can be found on its
website at www.med.energy .
Katoro Gold Plc - Mineral Exploration (South Africa &
Tanzania)
The Company retains a 21% investment in Katoro Gold plc (AIM:
KAT) where progress on its Tanzania and South African projects is
being made at a steady pace during 2021. Unfortunately, a planned
listing and IPO on the London Stock Exchange for the Blyvoor gold
tailings joint venture in South Africa had to be postponed in
December when one of the joint venture partners failed to meet all
conditions precedent to enable the re-structuring of the joint
venture holding structure in preparation for the planned
listing.
While disappointing, Blyvoor remains a substantial gold asset,
especially in light of the current gold price upsurge, with a clear
path to commercial development clearly indicated, Katoro continues
to explore funding options to enable it to construct a mine and put
Blyvoor into production as soon as possible.
On its Tanzanian projects, Katoro completed two phases of
drilling on its Haneti Nickel-PGM Project in which it holds a 65%
interest. The results from a first phase comprising 1,965 meters of
rotary air blast drilling completed in April 2021 gave sufficient
encouragement for a follow-on 900 meters diamond drilling programme
which has recently been completed (February 2022), the results of
which enables Katoro to refine the geological modelling and vector
in on target areas for next stage work. Katoro also recently
announced in March 2022 that it has regained a joint venture
interest in the Imweru Gold Project in Tanzania which it had
previously sold. It has now cancelled the sale and restructured the
transaction as an incorporated joint venture with the previous
purchaser, private Australian company, Lake Victoria Gold, to
develop the gold asset. The joint venture provides for Lake
Victoria Gold to earn up to 80% of the project by arranging all
funding, while Katoro retains the remaining 20% as a carried
interest. Further information on the Katoro projects and the latest
updates can be found on its website at www.katorogold.com .
Corporate
During 2021 the Company issued 709,016,602, new ordinary shares
at prices per shares between 0.2p and 0.4p. This comprised issue of
188,431,556 shares in respect of warrant exercises for which the
Company received GBP697,726, a further 90,585,046 shares in
settlement of invoices to service providers and in part settlement
of outstanding debt and 430,000,000 shares in respect of a share
subscription to private subscribers for which proceeds of
GBP860,000 were received.
Since period end and to the date of this report the Company has
issued an additional 108,540,021 shares at a price per share of
just under 0.2p to service providers, in payment of a facility
implementation fee in respect of drawing down the first tranche of
a loan facility negotiated with an institutional investor (the
"Investor") which was announced in February 2022 and payment in
respect of remaining balance on loan (Sanderson settlement)
announced in May 2022.
The loan facility noted above (the "Facility") provides for an
initial drawdown of GBP1m (the "Initial Advance") which was availed
of on signing of the Facility. Funds advanced under the Facility
attract a fixed coupon interest rate of 3.5% and will be repayable
with accrued interest, 4 months from the date of drawdown (due on
16 June 2022). The investor shall receive warrants equal to 30% of
each drawdown divided by the average of the daily VWAP for each of
the 5 consecutive trading days immediately prior to the applicable
drawdown date ("Reference Price"), with a 36-month term to expiry
from the date of issuance. The warrants are exercisable at a
subscription price being equal to 130% of the then prevailing
Reference Price. If the share price of the Company is above a 100%
premium to the relevant exercise price for 30 consecutive days,
then 50% of the warrants will be cancelled, unless otherwise
previously exercised. With regards to the Initial Advance, the
Investor has received 168,274,625 warrants. In compliance with the
Facility terms for the Initial Advance, the Company has issued
shares in settlement of a facility implementation fee of GBP70k in
the amount of 39,264,079 new ordinary Kibo shares of EUR0.001 each
at a deemed price of 0.17828 pence per share (the "Implementation
Fee Shares").
Kibo settled an 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, during
the year. 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. The remaining amount outstanding on this loan
of GBP89,788.88 was settled after period end in May 2022 by the
issue of 56,118,047 shares at a deemed value of GBP0.0016
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.
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE
INCOME
----------------------------------------------------------------------------------------------------
All figures are stated in Sterling 31 December 31 December
2021 2020
------------- ------------------------------
Audited Audited
----
Note GBP GBP
----
Revenue 2 3,245 -
Cost of sales (34,321) -
------------- ------------------------------
Gross loss (31,076) -
Administrative expenses (2,325,750) (3,393,687)
Impairment of non-current assets (20,705,209) -
Listing and capital raising fees (321,365) (1,027,658)
Project and exploration expenditure (687,963) (2,052,202)
------------- ------------------------------
Operating loss (24,071,363) (6,473,547)
Investment and other income 3 1,017,937 78,945
Share of loss from associate (48,357) (332)
Finance costs (46,372) (22,303)
Loss before tax 4 (23,148,155) (6,417,237)
Taxation 7 -, -
------------- ------------------------------
Loss for the period (23,148,155) (6,417,237)
Other comprehensive loss:
Items that may be classified subsequently
to profit or loss:
Exchange differences on translation of foreign
operations (212,919) 152,635
Exchange differences reclassified on disposal
of foreign operation 345,217 121,670
Other Comprehensive loss for the period net
of tax 132,298 274,305
Total comprehensive loss for the period (23,015,857) (6,142,932)
------------- ------------------------------
Loss for the period (23,148,155) (6,417,237)
------------- ------------------------------
Attributable to the owners of the parent (21,996,968) (4,726,286)
Attributable to the non-controlling interest (1,151,187) (1,690,951)
Total comprehensive loss for the period (23,015,857) (6,142,932)
------------- ------------------------------
Attributable to the owners of the parent (21,864,515) (4,451,981)
Attributable to the non-controlling interest (1,151,342) (1,690,951)
Loss Per Share
Basic loss per share 8 (0.009) (0.003)
Diluted loss per share 8 (0.009) (0.003)
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
----------------------------------------------------------------------------------------------------------------------------------
All figures are stated 31 December 31 December
in Sterling 2021 2020
------------ ----------------
Audited Audited
------------------ ------------ ----------------
Note GBP GBP
------------------ ------------ ----------------
Assets
Non--Current Assets
Property, plant and equipment 9 2,899,759 2,118
Intangible assets 10 4,964,550 18,491,105
Investments in associates 11 4,092,403 9,696,351
Goodwill 13 - 300,000
Total non-current assets 11,956,712 28,489,574
------------ ----------------
Current Assets
Other financial assets 12 - -
Other receivables 14 255,747 115,886
Cash 15 2,082,906 256,760
Total current assets 2,338,653 372,646
------------ ----------------
Total Assets 14,295,365 28,862,220
============ ================
Equity and Liabilities
Equity
Called up share capital 16 21,042,444 20,411,493
Share premium account 16 45,429,328 44,312,371
Control reserve 17 - (18,329)
Share based payment reserve 18 466,868 1,728,487
Translation reserve 19 (466,184) (598,637)
Retained deficit (56,627,389) (39,019,856)
------------ ----------------
Attributable to equity holders of the parent 9,845,067 26,815,529
------------
Non-controlling interest 20 1,962,816 (256,841)
------------ ----------------
Total Equity 11,807,883 26,558,688
------------
Liabilities
Non-Current Liabilities
Lease liability 9 289,045 -
------------ ----------------
Total Non-Current Liabilities 289,045 -
------------ ----------------
Current Liabilities
Lease liability 9 2,473 -
Trade and other payables 21 1,116,273 1,444,986
Borrowings 22 1,079,691 858,546
Total Current Liabilities 2,198,437 2,303,532
------------ ----------------
Total Liabilities 2,487,482 2,303,532
------------ ----------------
Total Equity and Liabilities 14,295,365 28,862,220
============ ================
COMPANY STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
-------------------------------------------------------------------------
All figures are stated in Sterling 31 December 31 December
2021 2020
------------ -----------
Audited Audited
-----
Note GBP GBP
-----
Revenue - -
Administrative expenses (315,666) (353,279)
Listing and capital raising fees (39,583) (646,669)
Impairment of subsidiary investments (29,379,842) -
Fair value adjustment (1,635,881) 1,515,818
------------ -----------
Operating loss (31,370,972) 515,870
Other income 3 135,709 174,000
Finance costs - -
Loss before tax 4 (31,235,263) 689,870
Taxation - -
------------ -----------
Loss for the period (31,235,263) 689,870
------------ -----------
All activities derive from continuing operations.
The Company has no recognised gains or losses other than those
dealt with in the Statement of Profit or Loss and Other
Comprehensive Income.
COMPANY STATEMENT OF FINANCIAL POSITION
-----------------------------------------------------------------------------------
All figures are stated in Sterling 31 December 31 December
2021 2020
------------ ------------
Audited Audited
------------ ------------
GBP GBP
------------ ------------
Non--Current Assets
Investments 23 16,762,761 46,664,160
Total Non- current assets 16,762,761 46,664,160
------------ ------------
Current Assets
Other receivables 14 73,734 39,085
Cash 15 239,674 141,788
Total Current assets 313,408 180,873
------------ ------------
Total Assets 17,076,169 46,845,033
============ ============
Equity and Liabilities
Equity
Called up share capital 16 21,042,444 20,411,493
Share premium account 16 45,429,328 44,312,371
Share based payment reserve 18 466,868 977,575
Retained deficit (50,095,537) (19,419,674)
------------ ------------
Total Equity 16,843,103 46,281,765
------------ ------------
Liabilities
Current Liabilities
Trade and other payables 21 114,062 218,877
Borrowings 22 119,004 344,391
Total liabilities 233,066 563,268
============ ============
Total Equity and Liabilities 17,076,169 46,845,033
============ ============
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
-------------------------------------------------------------------------------------------------------------------------
Share Share Warrants Control Foreign Retained Non-controlling Total
Capital premium and Share reserve currency deficit interest equity
based translation
payment reserve
reserve
---------------- ---------- ---------- ----------- -------- ----------- ------------ --------------- ------------
All figures are GBP GBP GBP GBP GBP GBP GBP GBP
stated in
Sterling
---------------- ---------- ---------- ----------- -------- ----------- ------------ --------------- ------------
Balance as at 1
January 2020 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
Disposal of
subsidiary - - - - 121,670 - - 121,670
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 loss of
control - - - - - 332,384 1,407,037 1,739,421
879,143 1,561,935 223,974 - 274,305 (4,393,902) (283,914) (1,738,459)
---------- ---------- ----------- -------- ----------- ------------ --------------- ------------
Balance as at 31
December 2020 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 - - - - - (21,996,968) (1,151,187) (23,148,155)
Other
comprehensive
income -
exchange
differences - - - - (212,764) - (155) (212,919)
Shares issued 630,951 1,116,957 - - - - - 1,747,908
Disposal of
non-controlling
interest
without
losing control - - - - - 3,259,232 3,201,014 6,460,246
Acquisition of
non-controlling
interest - - - - - (308,030) 308,030 -
Vesting of share
options -
Katoro Gold
plc - - 146,249 - - - - 146,249
Warrants issued
by Kibo Energy
plc - - 48,695 - - - - 48,695
Warrants issued
by Kibo Energy
plc which
expired during
the year - - (559,400) - - 559,400 - -
Change in
shareholding
resulting in a
loss of control - - (897,163) 18,329 345,217 878,833 (138,045) 207,171
630,951 1,116,957 (1,261,619) 18,329 132,453 (17,607,533) 2,219,657 (14,750,805)
---------- ---------- ----------- -------- ----------- ------------ --------------- ------------
Balance as at 31
December 2021 21,042,444 45,429,328 466,868 - (466,184) (56,627,389) 1,962,816 11,807,883
========== ========== =========== ======== =========== ============ =============== ============
Note 16 16 18 17 19 20
COMPANY STATEMENT OF CHANGES IN EQUITY
----------------------------------------------------------------------------------------------------------------------
Share capital Share premium Share based payment reserve Retained deficit Total equity
--------------------------- ------------- ------------- --------------------------- ---------------- ------------
All figures are stated in GBP GBP GBP GBP GBP
Sterling
--------------------------- ------------- ------------- --------------------------- ---------------- ------------
Balance as at 1 January
2020 19,532,350 42,750,436 977,575 (20,109,544) 43,150,817
Profit the year - - - 689,870 689,870
Shares issued 871,984 1,149,095 - - 2,021,079
Shares issued to pay
deferred vendor liability 7,159 412,840 - - 419,999
879,413 1,561,935 - 689,870 3,130,948
------------- ------------- --------------------------- ---------------- ------------
Balance as at 31 December
2020 20,411,493 44,312,371 977,575 (19,419,674) 46,281,765
============= ============= =========================== ================ ============
Profit for the year - - - (31,235,263) (31,235,263)
Shares issued 630,951 1,116,957 - - 1,747,908
Warrants issued by Kibo
Energy plc - - 48,693 - 48,693
Warrants issued by Kibo
Energy plc which expired
during the year - - (559,400) 559,400 -
630,951 1,116,957 (510,707) (30,675,863) (29,438,662)
------------- ------------- --------------------------- ---------------- ------------
Balance as at 31 December
2021 21,042,444 45,429,328 466,868 (50,095,537) 16,843,103
============= ============= =========================== ================ ============
Note 16 16 18
CONSOLIDATED STATEMENT OF CASH FLOWS
--------------------------------------------------------------------------------------
All figures are stated in Sterling 31 December 31 December
2021 2020
------------ -----------
Audited Audited
-----
Notes GBP GBP
-----
Cash flows from operating activities
Loss for the period before taxation (23,148,155) (6,417,237)
Adjustments for:
(Profit)/Loss from the disposal of subsidiary (529,415) 102,414
Interest accrued 21,632 -
Debt forgiven 3 (355,659) -
Warrants and options issued 194,945 697,006
Impairment of goodwill 13 300,000 -
Impairment of intangible assets 10 13,955,528 -
Impairment of associates 11 6,449,681 -
Loss from equity accounted associate 48,357 333
Exploration and development expenditure on
a Joint Operation 91,179 1,122,676
Impairment of financial asset receivable 43,722 640,821
Depreciation on property, plant and equipment 9 10,635 5,685
Profit on sale of property, plant and equipment - (53,574)
Cost settled through the issue of shares - 436,076
(2,917,550) (3,465,800)
------------ -----------
Movement in working capital
Change in debtors 14 (145,525) 108,872
Change in creditors 21 (240,958) 982,244
------------ -----------
(386,483) 1,091,116
------------ -----------
Net cash outflows from operating activities (3,304,033) (2,374,684)
------------ -----------
Cash flows from financing activities
Proceeds of issue of share capital 1,527,576 2,277,000
Proceeds from disposal of shares to non-controlling
interest 6,099,500 -
Repayment of lease liabilities (2,275) -
Repayment of borrowings (195,282) -
Proceeds from borrowings 38,975 1,370,000
Net cash proceeds from financing activities 7,468,494 3,647,000
------------ -----------
Cash flows from investing activities
Cash advanced to Joint Venture (91,179) (1,122,676)
Property, plant and equipment acquired (1,654,239) -
Intangible assets acquired (150,273) -
Cash forfeited on disposal of subsidiary (272,075) 76,716
Cash received on sale of plant and equipment - 58,628
------------ -----------
Net cash flows investing activities (2,167,766) (987,332)
------------ -----------
Net increase/(decrease) in cash 1,996,695 284,984
Cash at beginning of period 256,760 91,634
Exchange movement (170,549) (119,858)
------------ -----------
Cash at end of the period 15 2,082,906 256,760
------------ -----------
COMPANY STATEMENT OF CASH FLOWS
-------------------------------------------------------------------------------
All figures are stated in Sterling 31 December 31 December
2021 2020
------------ -----------
Audited Audited
----- ------------ -----------
Notes GBP GBP
----- ------------ -----------
Cash flows from operating activities
(Loss)/Profit for the period before taxation
Adjusted for: (31,235,263) 689,870
Inter-company sales capitalised (61,000) (174,000)
Fair value adjustment 1,635,881 (1,515,818)
Share based payments 48,693 200,562
Non-cash recoveries of expenses (114,253) (71,139)
Impairment of investment in subsidiaries 29,379,842 -
Expenses settled in shares - 198,000
(346,100) (672,525)
------------ -----------
Movement in working capital
(Increase) / Decrease in debtors 14 (40,314) 322,382
(Decrease)/ Increase in creditors 21 (104,815) (46,851)
------------ -----------
(145,129) 275,531
------------ -----------
Net cash outflows from operating activities (491,229) (396,994)
------------ -----------
Cash flows from financing activities
Proceeds of issue of share capital 16 1,497,176 940,000
Proceeds from borrowings 22 - 590,000
Repayment of borrowings (50,007) -
------------ -----------
Net cash proceeds from financing activities 1,447,169 1,530,000
------------ -----------
Cash flows from investing activities
Cash advances to Group Companies 25 (858,054) (1,022,607)
------------ -----------
Net cash used in investing activities (858,054) (1,022,607)
------------ -----------
Net (decrease)/increase in cash 97,886 110,399
Cash at beginning of period 141,788 31,389
Cash at end of the period 15 239,674 141,788
============ ===========
NOTES TO THE ANNUAL FINANCIAL STATEMENTS
1. Segment analysis
IFRS 8 requires an entity to report financial and descriptive
information about its reportable segments, which are operating
segments or aggregations of operating segments that meet specific
criteria. Operating segments are components of an entity about
which separate financial information is available that is evaluated
regularly by the Chief Operating decision maker. The Chief
Executive Officer is the Chief Operating decision maker of the
Group.
Management currently identifies individual projects as operating
segments. These operating segments are monitored and strategic
decisions are made based upon their individual nature, together
with other non-financial data collated from exploration activities.
Principal activities for these operating segments are as
follows:
2021 Group Blyvoor 31 December
Benga Mabesekwa Lake Joint 2021 (GBP)
Power Coal to Mbeya Coal Bordersley Rochdale Pyebridge Victoria Venture Sustineri Group
J.V Power to Power Power Power Power Haneti Gold Energy Corporate
---------- ------------ ------------- ----------- ---------- ----------- ---------- ---------- ---------- ----------- ------------ -------------
Revenue - - - - - 3,245 - - - - - 3,245
Cost of sales - - - - - (34,321) - - - - (34,321)
Administrative
and other
cost (26,682) (13,944) (43,967) (332,550) (4,641) (13,448) (82,504) (141,098) (16,799) (1,097) (1,743,750) (2,420,480)
Listing and
Capital
raising
fees - - - - - - - - - - (321,365) (321,365)
Impairments - (6,132,711) (13,955,528) (300,000) - - - - - - (316,969) (20,705,208)
Project and
exploration
expenditure (74,337) - (100,165) (24,878) (11,265) (44,004) (119,101) - (126,173) (94,207) (93,833) (687,963)
Investment
and other
income 787 - 48,298 355,659 - - - 16,505 5,134 - 591,554 1,017,937
Loss after
tax (100,232) (6,146,655) (14,051,362) (301,769) (15,906) (88,528) (201,605) (124,593) (137,838) (95,304) (1,884,363) (23,148,155)
---------- ------------ ------------- ----------- ---------- ----------- ---------- ---------- ---------- ----------- ------------ -------------
2020 Group Mabesekwa Mbeya Lake Blyvoor 31 December
Benga Independent Coal to Bordersley Victoria Joint 2020 (GBP)
Power J.V Power Power Power Haneti Gold Venture Corporate Group
---------- ------------ ---------- ----------- ---------- ---------- ------------ ------------ ------------
Administrative
and other cost (17,677) (10,182) (39,424) (219,821) (13,745) (909,306) (16,053) (2,190,113) (3,416,321)
Listing and
Capital
raising
fees - - - (161,743) - - - (865,915) (1,027,658)
Project and
exploration
expenditure (260,170) (8,557) (112,762) (276,000) (133,906) (59,041) (1,201,768) - (2,052,204)
Investment and
other income - - 53,600 - - 2,628 6,943 15,775 78,946
Loss after tax (277,847) (18,739) (98,586) (657,564) (147,651) (965,719) (1,210,878) (3,040,253) (6,417,237)
---------- ------------ ---------- ----------- ---------- ---------- ------------ ------------ ------------
2021 Group 31 December
2021 (GBP)
Benga Mabesekwa Mbeya Rochdale Pyebridge Sustineri Katoro Group
Power Coal to Coal to Bordersley Power Power Energy Gold
J.V Power Power Power plc Corporate
-------- ---------- ---------- ----------- ---------- ----------- ----------- -------- ----------
Assets
Segment
assets 14,219 3,405,354 1,944,925 3,085,261 261,454 2,491,666 278,985 528,764 2,284,737 14,295,365
Liabilities
Segment
liabilities 10,065 5,577 52,379 394,588 5,570 70,847 18,976 - 1,929,480 2,487,482
2020 Group
Haneti Lake Blyvoor Corporate 31
Benga Mabesekwa Mbeya Bordersley Victoria Joint December
Power Coal to Coal to Power Gold Venture 2020 (GBP)
J.V Power Power Group
Assets
Segment
assets 27,022 9,696,351 15,902,052 2,895,204 16,410 2,543 17,340 305,298 28,862,220
Liabilities
Segment
liabilities 93,245 10,297 152,155 470,507 66,731 21,603 5,738 1,483,256 2,303,532
Geographical segments
The Group operates in six principal geographical areas being
Tanzania (Exploration), Botswana (Exploration), Cyprus (Corporate),
South Africa (Renewable Energy), United Kingdom (Renewable Energy)
and Ireland (Corporate).
United
South Kingdom 31 December
Tanzania Botswana Cyprus Africa Ireland 2021 (GBP)
Carrying value of
segmented
assets 1,944,925 3,405,354 188,879 283,831 7,630,489 841,887 14,295,365
Profit/ Loss after tax (14,211,842) (6,143,283) (1,008,539) (218,316) (1,827,534) 261,359 (23,148,155)
------------- ------------ ------------ ---------- ------------ -------- -------------
United
South Kingdom 31 December
Tanzania Botswana Cyprus Africa Ireland 2020 (GBP)
Carrying value of
segmented
assets 21,910 9,696,351 76,398 19,744 2,895,204 16,152,613 28,862,220
Loss after tax (180,570) (332) (3,741,808) (1,196,471) (657,564) (640,492) (6,417,237)
---------- ---------- ------------ ------------ ---------- ----------- ------------
2. Revenue
31 December 31 December
2021 (GBP) 2020 (GBP)
Group Group
Electricity sales 3,245 -
------------- ------------
3,245 -
------------- ------------
Revenue comprised ancillary electricity sales from operational
testing of the renewable energy operations of MAST Energy
Developments plc in the United Kingdom.
3. Other Income
31 December 31 December 31 December 31 December
2021 (GBP) 2020 (GBP) 2021 (GBP) 2020 (GBP)
Group Group Company Company
Debt forgiven 355,659 - - -
Profit on the loss of
control over subsidiary 529,415 - - -
Profit on sale of plant - -
and equipment - 53,574
Recoveries - - 61,000 174,000
Other income 132,863 25,371 74,709 -
1,017,937 78,945 135,709 174,000
------------ ------------ --------------------------- ------------
MAST Energy Projects Ltd (MEP), a 100% owned and controlled
subsidiary of MAST Energy Developments plc, a subsidiary of the
Group, had certain outstanding and accrued consulting fees owing to
a service provider (St. Anderton on Vaal) relating to the period
2019 to 2021.The settlement value of these fees (the "Consulting
Fees") has now been agreed between MEP, MAST and St. Anderton on
Vaal. The settlement comprised cash payments for a total amount of
GBP169,603, shares issued in the amount of GBP169,603 by MAST
Energy Developments plc and the remainder of the debt being
forgiven.
On 30 September 2021, the Group lost the ability to exercise
control over the operations of Katoro Gold plc and its subsidiaries
(hereinafter referred to as the "Katoro Group") following from the
resignation of certain Company directors, which resulted in the
recognition of a gain on loss of control in the amount of
GBP529,415. Refer to Note 11 for further detail relating to the
loss of control over the investee.
4. Loss on ordinary activities before taxation
Operating loss is stated after the following 31 31 December
key transactions: December 2020 (GBP)
2021 (GBP) Group
Group
Depreciation of property, plant and equipment 10,635 5,685
Impairment of other financial assets - receivable
from Lake Victoria Gold 16,240 640,821
Loss on disposal of subsidiaries - 102,414
Group auditors' remuneration for audit of financial
statements 45,000 45,000
Subsidiaries auditors' remuneration for audit
of the financial statements 155,094 158,122
Impairment of goodwill 300,000 -
Impairment of intangible assets 13,955,528 -
Impairment of associates 6,449,682 -
5. Staff costs (including Directors)
Group Group Company Company
31 December 31 December 31 December 31 December
2021 (GBP) 2020 (GBP) 2021 (GBP) 2020 (GBP)
Wages and salaries 898,145 1,028,318 27,415 38,595
Share based remuneration 146,250 225,778 - -
1,044,395 1,254,096 27,415 38,595
------------- ------------- ------------- -------------
The average monthly number of employees (including executive
Directors) during the period was as follows:
Group Group Company Company
31 December 31 December 31 December 31 December
2021 (GBP) 2020 (GBP) 2021 (GBP) 2020 (GBP)
Exploration activities 10 10 1 1
Administration 7 6 1 1
------------- ------------- ------------- -------------
17 16 2 2
------------- ------------- ------------- -------------
6. Directors' emoluments
Group Group Company Company
31 December 31 December 31 December 31 December
2021 (GBP) 2020 (GBP) 2021 (GBP) 2020 (GBP)
Basic salary and fees accrued 361,262 434,823 27,415 38,595
Share based payments - - - -
------------- ------------- ------------- -------------
361,262 434,823 27,415 38,595
------------- ------------- ------------- -------------
The emoluments of the Chairman were GBP 20,578 (2020: GBP 27,837
). The emoluments of the highest paid director were GBP 129,347
(2020: GBP 170,190 ).
Directors received shares in the value of GBPNil during the year
(2020: GBPNil) and warrants to the value of GBPNil (2020: GBPNil)
during the year.
Key management personnel consist only of the Directors. Details
of share options and interests in the Company's shares of each
director are shown in the Directors' report.
T he following table summarises the remuneration applicable to
each of the individuals who held office as a director during the
reporting period:
31 December 2021 Salary
Salary and fees
and fees settled Warrants
accrued in shares issued Total
GBP GBP GBP GBP
Christian Schaffalitzky 20,578 - - 20,578
Louis Coetzee 129,347 - - 129,347
Noel O'Keeffe 38,319 - - 38,319
Lukas Maree 7,349 - - 7,349
Wenzel Kerremans 7,349 - - 7,349
Andreas Lianos 36,050 - - 36,050
Christiaan Schutte 122,270 - - 122,270
Total 361,262 - - 361,262
---------- ----------- -------------- ----------
31 December 2020 Salary
Salary and fees
and fees settled Warrants
accrued in shares issued Total
GBP GBP GBP GBP
Christian Schaffalitzky 27,837 - - 27,837
Louis Coetzee 170,190 - - 170,190
Noel O'Keeffe 66,085 - - 66,085
Lukas Maree 78,892 - - 78,892
Wenzel Kerremans 16,702 - - 16,702
Andreas Lianos 62,168 - - 62,168
Christiaan Schutte 12,949 - - 12,949
---------- ----------- -------------- ----------
Total 434,823 - - 434,823
---------- ----------- -------------- ----------
As at 31 December 2021, an amount of GBP443,336 (2020:
GBP474,267) was due and payable to Directors for services rendered
not yet settled.
7. Taxation
Current tax
31 December 31 December
2021 (GBP) 2020 (GBP)
Charge for the period in respect of corporate - -
taxation
------------ ------------
Total tax charge - -
------------ ------------
The difference between the total current tax shown above and the
amount calculated by applying the standard rate of corporation tax
for various jurisdictions to the loss before tax is as follows:
2021 (GBP) 2020 (GBP)
------------- ------------
Loss on ordinary activities before tax (23,148,155) (6,417,237)
------------- ------------
Income tax expense calculated at blended rate of
18.86% (2020: 14.9%) (4,365,742) (956,168)
------------- ------------
Income which is not taxable (100,589) (1,515,818)
Expenses which are not deductible 3,959,520 2,919,587
Losses available for carry forward 506,811 (447,601)
Income tax expense recognised in the Statement - -
of Profit or Loss
------------- ------------
The effective tax rate used for the December 2021 and December
2020 reconciliations above is the corporate rate of 18.86% and
14.9% payable by corporate entities on taxable profits under tax
law in that jurisdiction respectively.
No provision has been made for the 2021 deferred taxation as no
taxable income has been received to date, and the probability of
future taxable income is indicative of current market conditions
which remain uncertain . At the Statement of Financial Position
date, the Directors estimate that the Group has unused tax losses
of GBP38,201,734 (2020: GBP35,320,553) available for potential
offset against future profits which equates to an estimated
potential deferred tax asset of GBP5,076,208 (2020: GBP4,569,667).
No deferred tax asset has been recognised due to the
unpredictability of the future profit streams. Losses may be
carried forward indefinitely in accordance with the applicable
taxation regulations ruling within each of the above
jurisdictions.
8. Loss per share
Basic loss per share
The basic loss and weighted average number of ordinary shares
used for calculation purposes comprise the following:
Basic Loss per share 31 December 31 December
2021(GBP) 2020 (GBP)
Loss for the period attributable
to equity holders of the parent (21,996,968) (4,726,286)
Weighted average number of ordinary
shares for the purposes of basic
loss per share 2,480,279,189 1,546,853,959
Basic loss per ordinary share (GBP) (0.009) (0.003)
As there are no instruments in issue which have a dilutive
impact, the dilutive loss per share is equal to the basic loss per
share, and thus not disclosed separately.
9. Property, plant and equipment
GROUP Furniture Office I.T Plant & Right of Total
Land and Motor Equipment Equipment Machinery use
Fittings Vehicles assets
Cost (GBP) (GBP) (GBP) (GBP) (GBP) (GBP) (GBP) (GBP)
------- --------- -------- --------- --------- --------- -------- ---------
Opening Cost as
at 1 January
2020 - 2,535 25,084 5,071 4,997 11,262 67,941 116,890
Disposals - - (7,972) - - - (67,941) (75,913)
Additions - - - - - - - -
Exchange
movements - (99) (981) (101) (8) (2,661) - (3,850)
Closing Cost as
at 31 December
2020 - 2,436 16,131 4,970 4,989 8,601 - 37,127
------- --------- -------- --------- --------- --------- -------- ---------
Disposals - - - - - - - -
Additions 602,500 - - - 509 2,011,409 293,793 2,908,211
Exchange
movements - 29 192 (28) (108) 102 - 187
Closing Cost as
at 31 December
2021 602,500 2,465 16,323 4,942 5,390 2,020,112 293,793 2,945,525
------- --------- -------- --------- --------- --------- -------- ---------
Furniture Motor Office I.T Plant & Right of Total
Land and Vehicles Equipment Equipment Machinery use
Fittings assets
Accumulated (GBP) (GBP) (GBP) (GBP) (GBP) (GBP) (GBP) (GBP)
Depreciation
("Acc Depr")
------- --------- -------- --------- --------- --------- -------- ---------
Acc Depr as at 1
January 2020 - 2,535 18,202 4,392 3,355 11,262 12,739 52,485
------- --------- -------- --------- --------- --------- -------- ---------
Disposals - - (6,606) - - - (12,739) (19,345)
Depreciation - - 5,117 141 427 - - 5,685
Exchange
movements - (99) (1,428) (135) 507 (2,661) - (3,816)
Acc Depr as at
31 December
2020 - 2,436 15,285 4,398 4,289 8,601 - 35,009
------- --------- -------- --------- --------- --------- -------- ---------
Disposals - - - - - - - -
Depreciation - - 842 - - - 9,793 10,635
Exchange
movements - 29 196 9 (215) 103 - 122
Acc Depr as at
31 December
2021 - 2,465 16,323 4,407 4,074 8,704 9,793 45,766
------- --------- -------- --------- --------- --------- -------- ---------
Furniture Motor Office I.T Plant & Right of Total
Land and Vehicles Equipment Equipment Machinery use
Fittings assets
Carrying (GBP) (GBP) (GBP) (GBP) (GBP) (GBP) (GBP) (GBP)
Value
------- --------- -------- --------- --------- --------- ---------
Carrying value
as at 31
December 2020 - - 846 572 700 - - 2,118
------- --------- -------- --------- --------- --------- -------- ---------
Carrying value
as at 31
December 2021 602,500 - - 535 1,316 2,011,408 284,000 2,899,759
------- --------- -------- --------- --------- --------- -------- ---------
Pyebridge Power Ltd - 2021
The Group acquired a 100% equity interest in Pyebridge Power
Limited ("Pyebridge") for GBP2,500,000 in cash which is settled as
follows:
-- An initial GBP1,485,500 to be paid in cash at completion date on the 10th of August 2021;
-- Repayment of the loan outstanding of GBP14,500 by Sloane Developments Limited to Pyebridge;
Deferred consideration of GBP1,000,000 to be paid in two
tranches 8 months and 12 months respectively from the date of
completion.
The acquisition of PyeBridge comprise of the following:
-- An installed and commissioned synchronous gas-powered standby
generation plant and machinery; and
-- The land on which the gas-powered facility stands.
The acquisition of land and gas-powered generation facility has
been accounted for as assets purchased at consolidated level, and
not as a business combination in accordance with IFRS 3. Therefore,
the purchase price has been allocated between land and the plant
and machinery based on their respective fair values as at the date
of acquisition.
Right of use asset
The Group has one lease contract for land it shall utilise to
construction a 5MW gas-fuelled power generation plant. The land is
located at Bordersley, Liverpool St. 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 is 8.44%.
Right of use asset 31 December 31 December
2021(GBP) 2020(GBP)
Group Group
Set out below are the carrying amounts of
right-of-use assets recognised and the movements
during the period:
Opening balance - -
Additions 293,793 -
Depreciation ( 9,793 ) -
Closing balance 284,000 -
------------ ------------
Lease liability
Set out below are the carrying amounts of
lease liabilities and the movements during
the period:
Opening balance - -
Additions 293,793 -
Interest 24,725 -
Repayment (27,000) -
------------ ------------
Closing balance 291,518 -
------------ ------------
Spilt of lease liability between current
and non-current portions:
Non-current 289,045 -
Current 2,473 -
Total 291,518 -
------------ ------------
Future minimum lease payments fall due as
follows
- within 1 year 27,000 -
- later than 1 year but within 5 years 108,000
- later than 5 years 648,000
----------
Subtotal 783,000
----------
- Unearned future finance charges (491,482)
Closing balance 291,518
----------
A 1% change in the Incremental Borrowing Rate ("IBR"), would
result in a GBP25,185 change in the Right of Use Asset, and
corresponding Lease Liability on transaction date.
10. Intangible assets
Intangible assets consist of separately identifiable
prospecting, exploration and renewable energy assets in the form of
licences, intellectual property or rights acquired either through
business combinations or through separate asset acquisitions.
The following reconciliation serves to summarise the composition
of intangible assets as at period end:
Rochdale Sustineri Mbeya Bordersley Total (
Power Energy Coal to Power (GBP) GBP)
( GBP) ( GBP) Power Project
( GBP)
Carrying value at 1 January
2020 - - 15,896,105 2,595,000 18,491,105
--------- ---------- --------------- ------------- -------------
Impairments - - - - -
Carrying value at 1 January
2021 - - 15,896,105 2,595,000 18,491,105
Impairments - - (13,955,528) - (13,955,528)
Acquisition of Rochdale
Power 150,273 - - - 150,273
Acquisition of Sustineri
Energy - 278,700 - - 278,700
--------- ---------- --------------- ------------- -------------
Carrying value at 31 December
2021 150,273 278,700 1,940,577 2,595,000 4,964,550
--------- ---------- --------------- ------------- -------------
Intangible assets attributable to prospecting or exploration
activities with an indefinite useful life are not amortised until
such time that active mining operations commence, which will result
in the intangible asset being amortised over the useful life of the
relevant project.
Intangible assets attributable to renewable energy activities
are amortised once commercial production commenced, over the
remaining useful life of the project, which is estimated to be
between 20 to 30 years, depending on the unique characteristics of
each project.
Until such time as the underlying operations commence production
commences, intangible assets with an indefinite useful life are
assessed for impairment on an annual basis, against the recoverable
value of the intangible asset, or earlier if an indication of
impairment exists.
One or more of the following facts or circumstances indicate
that an entity should test an intangible asset for impairment:
-- the period for which the entity has the right to develop the
asset has expired during the period or will expire in the
foreseeable future;
-- substantial expenditure on the asset in future is neither planned nor budgeted;
-- sufficient data exists to indicate that, although a
development in the specific area is likely to proceed, the carrying
amount of the development asset is unlikely to be recovered in full
from successful development or by sale.
In assessing whether a write-down is required in the carrying
value of a potentially impaired intangible asset, the asset's
carrying value is compared with its recoverable amount.
The recoverable amount is the higher of the asset's fair value
less costs to sell and value in use.
The valuation techniques applicable to the valuation of the
abovementioned intangible assets comprise a combination of fair
market values, discounted cash flow projections and historic
transaction prices.
The following key assumptions influence the measurement of the
intangible assets' recoverable amounts, through utilising the value
in use calculation performed:
-- measurement of the available resources and reserves;
-- currency fluctuations and exchange movements applicable to the valuation model;
-- commodity prices related to resources and reserve and forward looking statements;
-- expected growth rates in respect of production capacity;
-- cost of capital related to funding requirements;
-- determination of the commercial viability period;
-- applicable discounts rates, inflation and taxation implications;
-- future operating expenditure related to the realisation of the respective project assets; and
-- co-operation of key project partners going forward.
The following key assumptions influence the measurement of the
intangible assets' recoverable amounts, through utilising the fair
value calculation performed:
-- Determination of consideration receivable based on recently
completed transactions, considering the nature, location, size and
desirability of recently completed transactions, for similar
assets.
A summary of each project and the impairment assessment
performed for each of the intangible assets are detailed below.
Mbeya Coal to Power Project
The Mbeya Coal to Power Project situated in the Mbeya region of
Tanzania, which comprises the Mbeya Coal Mine, a potential 1.5Mt
p/a mining operation, and the Mbeya Power Plant, a planned 300MW
mine-mouth thermal power station. The Mbeya Coal Mine has a defined
120.8 Mt NI 43-101 thermal coal resource. The 300MW mouth-of-mine
thermal power station has long term scalability with the potential
to become a 1000MW plant. The completed full Power Feasibility
Study highlighted an annual power output target of 1.8GW based on
annual average coal consumption of 1.5Mt.
Subsequent to the completion of a compulsory tender process
through TANESCO on the development of the Mbeya Coal to Power
Project, the Group was informed that its bid to secure a
Power-Purchase Agreement was unsuccessful in February 2019. Further
engagement with TANESCO has subsequently culminated in the receipt
of a formal notice from TANESCO during 2020 inviting the Group it
to develop the Mbeya Coal to Power Project for the export market
and thereby enabling the Company to engage with the African Power
Pools regarding potential off-take agreements.
Result of impairment review undertaken during the period
The Group continued to pursue the possible development of the
Mbeya Coal to Power Project for the export market during 2021,
however the increase in global scepticism around the development of
fossil fuel projects coupled with expansion toward renewable energy
resulted in the phasing out of coal assets across global markets in
lieu of renewable energy assets.
These factors culminated in the Group performing an impairment
assessment as the carrying amount of the Mbeya Coal to Power
Project asset is unlikely to be recovered in full of successful
development or by sale .
Following various consultations with third parties, the Group
concluded that the fair value of its Mbeya Coal to Power Project
asset was estimated to be approxima tely GBP1,940,577, which is
significantly lower than the value in use determined in preceding
financial periods as a results of the declining demand for fossil
fuel projects and the Group's move toward renewable energies, as
executed toward the latter part of the 2021 financial period
It was therefore concluded that an impairment of GBP 13,955,528
was necessary in the 2021 financial period related specifically to
the Mbeya Coal to Power Project.
The fair value consideration receivable was based on third party
proposals received related to the combined potential disposal of
the Group's Mbeya Coal to Power and Mabasekwa Coal to Power
projects. The proposed consideration receivable was allocated
between the assets based on their respective carrying values,
including capital contributions to the various assets at an
estimated discount of between 60% and 80%.
A change of 100bps in the estimated discount applied to the
capital contributions of the Mbeya Coal to Power asset would result
in a GBP15,500 change in the fair value of the asset.
The Group is actively pursuing various options to realise value
from the project, including the potential disposal of the asset to
extern parties.
Bordersley Power Ltd
The Group initially acquired an indirect 100% equity interest in
shovel-ready reserve power generation project, Bordersley, which
will comprise a 5MW gas-fuelled power generation plant for the
consideration of GBP175,000 settled through the issue of
shares.
Thereafter, the Group acquired all of St Anderton's direct and
indirect interests (Royalty Agreements) in the Bordersley power
project described above giving it a 100% economic and 100% equity
interest in Bordersley (the 'Acquisition'). Consideration for the
Acquisition consists of the allotment and issue of 46,067,206
ordinary shares in the capital of MAST Developments plc to St
Anderton at an issue price of GBP0.0525 per share and payable in
five tranches ('Consideration Shares') such that the full
consideration is only payable in the event that Bordersley is
progressively derisked.
As there were no separately identifiable assets and/or
liabilities acquired, the purchase price was allocated toward the
Intellectual Property acquired, in the amount of GBP2,595,000.
Rochdale Power Ltd - 2021
The Group acquired a 100% interest in Rochdale Power Limited
("Rochdale"), from Balance Power Projects Limited, for the
installation of a 4.4 MW flexible gas power project in Dig Gate
Lane, Rochdale, OL 16 4NR.The acquisition purchase price totals
GBP239,523 of which the freehold site amounts to GBP90,750
excluding VAT and the property rights amount to GBP150,273. The
acquisition purchase price is to be paid in cash. The freehold site
purchased is the property at Dig Gate Lane, Kingsway Business Park,
Rochdale, OL16 4NR.
The acquisition of land and gas-powered generation facility will
be accounted for as assets purchased at consolidated level, and not
as a business combination in accordance with IFRS 3. Therefore, the
purchase price has been allocated to the property, plant and
equipment and intangible assets, as disclosed in Note 9 and Note 10
respectively.
Sustineri Energy - 2021
The Group, through its subsidiary Kibo Energy (Cyprus) Limited
(KE), entered into an agreement with Industrial Green Energy
Solutions (Pty) Ltd (IGES) whereby KE would acquire 65% equity
stake in Sustineri Energy (Pty) Ltd (Sustineri), with IGES, the
technology (IP) and process owner, acquiring a 35% stake. IGES
would contribute IP in the amount of approximately GBP278,000
through an equity loan to Sustineri Energy (Pty) Ltd as
contribution to the incorporation of the entity, and KE would
thereafter contribute resources in the amount of GBP532,000 as part
of its contribution. Thereafter Sustineri would source debt and
equity to develop its underlying projects.
IGES, on behalf of Sustineri Energy (Pty) Ltd, completed and
filed the necessary environmental approvals and was awarded a waste
management license by the DEFF on 4 March 2021 for the waste fired
combined heat and power plant to be installed at the Limeroc
Business Park in Centurion, South Africa.
A summary of the assessment performed for each of the renewable
energy intangible assets are detailed below.
Key estimation variables Rochdale Bordersley Sustineri Energy
Life of project 25 to 30 years 25 to 30 years 10 years
--------------- --------------- -----------------
Weighted average cost of
capital ("WACC") 6.19% 6.32% 13.37%
--------------- --------------- -----------------
Output 4.4MW 5.0MW 2.7MW
--------------- --------------- -----------------
Average GBP/MW output GBP20 to GBP30 GBP15 to GBP20 GBP15 to GBP20
per MW output per MW output per MW output
--------------- --------------- -----------------
Debt/Equity ratio 55/45 55/45 75/25
--------------- --------------- -----------------
Sensitivity analysis Rochdale Bordersley Sustineri Energy
--------------- --------------- -----------------
100bps Increase/Decrease GBP 413,842 GBP 689,377 GBP191,492
in WACC
--------------- --------------- -----------------
250bps Increase/Decrease GBP135,489 GBP168,921 GBP1,506,038
in GBP/MW output
--------------- --------------- -----------------
11. Investment in associates
Investment in associates consist of equity investments where the
Group has an equity interest between 20% and 50%, and does not
exercise control over the investee.
The following reconciliation serves to summarise the composition
of investments in associates as at period end:
Katoro Mabesekwa Total
Gold plc Coal Independent ( GBP)
(GBP) Power Project
(GBP)
Carrying value at 1 January 2020 - 9,696,683 9,696,683
---------- ------------------ ------------
Share of losses for the year - (332) (332)
Carrying value at 1 January 2021 - 9,696,351 9,696,351
---------- ------------------ ------------
Remaining equity interest following loss
of control over investee 894,090 - 894,090
Share of losses for the year (48,357) - (48,357)
Impairment loss (316,969) (6,132,712) (6,449,681)
Carrying value at 31 December 2021 528,764 3,563,639 4,092,403
---------- ------------------ ------------
Mabesekwa Coal Independent Power Project
On 3 April 2018, the Group completed the acquisition of an 85%
interest in the Mabesekwa Coal Independent Power
Project, located in Botswana. The intangible asset was
recognised at the fair value of the consideration paid, which
emanates from the fair value of the equity instruments issued as at
transaction date, being GBP 9,376,312.
The Mabesekwa Coal Independent Power Project ("MCIPP") is
located approximately 40km east of the village of Tonata and
approximately 50km southeast of Francistown, Botswana's second
largest city. Certain aspects of the Project have been advanced
previously by Sechaba Natural Resources Limited ("Sechaba"),
including water and land use permits and environmental
certification. Mabesekwa consists of a insitu 777Mt Coal Resource.
A pre-feasibility study on a coal mine and a scoping study on a
coal fired thermal power plant has been completed. Kibo is in
possession of a Competent Persons Report on the project, which
includes a SAMREC-compliant Maiden Resource Statement on the
excised 300 Mt portion of the Mabesekwa coal deposit.
In September 2019, Kibo and Shumba Energy Limited ("Shumba")
signed a binding Heads of Agreement to reorganise the arrangements
for the MCIPP and its associated coal asset in Botswana. Under the
reorganisation the MCIPP retained assets will be consolidated back
into KEB and Kibo's interest in KEB will be reduced to 35% to
maintain Kibo's look-through interest in the MCIPP resource and
make sundry adjustments to recognise Kibo's project expenditure. In
exchange for the increase in the equity interest held by Shumba,
Shumba would forego the previous claim it had against a portion of
the MCIPP coal resources, thereby increasing the value of the
interest held by KEB.
The value of the remaining equity interest in Kibo Energy
Botswana (Pty) Ltd on initial recognition, was determined based on
the fair value of the proportionate equity interest retained in the
in the enlarged resource following the restructuring during
2019.
Result of impairment review undertaken during the period
The Group continued to pursue the possible development of its
Mabaseka Coal to Power Project during 2021, however the increase in
global scepticism around the development of fossil fuel projects
coupled with expansion toward renewable energy resulted in the
phasing out of coal assets across global markets in lieu of
renewable energy assets.
These factors culminated in the Group performing an impairment
assessment as the carrying amount of the Mabaseka Coal to Power
Project asset is unlikely to be recovered in full of successful
development or by sale .
Following various consultations with third parties, the Group
concluded that the fair value of its Mabaseka Coal to Power Project
asset was estimated to be approxima tely GBP3,563,639, which is
significantly lower than the value in use determined in preceding
financial periods as a results of the declining demand for fossil
fuel projects and the Group's move toward renewable energies, as
executed toward the latter part of the 2021 financial period
It was therefore concluded that an impairment of GBP6,132,712
was necessary in the 2021 financial period related specifically to
the Mabaseka Coal to Power Project.
The fair value consideration receivable was based on third party
proposals received related to the combined potential disposal of
the Group's Mbeya Coal to Power and Mabasekwa Coal to Power
projects. The proposed consideration receivable was allocated
between the assets based on their respective carrying values,
including capital contributions to the various assets at an
estimated discount of between 60% and 80%.
A change of 100bps in the estimated discount applied to the
capital contributions of the Mbeya Coal to Power asset would result
in a GBP18,500 change in the fair value of the asset.
The Group is actively pursuing various options to realise value
from the project, including the potential disposal of the asset to
extern parties.
Summarised financial information of the associate is set out
below:
Group (GBP) Group (GBP)
2021 2020
------------ ------------
Non-Current assets 7,824,447 8,396,296
Current assets 866 869
Loss for the year - (1,107)
Kibo Energy Botswana (Pty) Ltd recognised no revenue during the
year (2020:Nil). No dividends were received during the year (2020:
Nil).
Kibo Energy Botswana (Pty) Ltd's principal place of business is
Plot 2780, Extension 9, Gaborone, Botswana.
Katoro Gold plc
On 30 September 2021, the Group lost the ability to exercise
control over the operations of Katoro Gold plc and its subsidiaries
(hereinafter referred to as the "Katoro Group") following from the
resignation of certain Kibo directors.
Following the loss of control, in accordance with IFRS 10, the
assets, liabilities, non-controlling interest and foreign currency
translation reserves attributable to the operations of the Katoro
Group were derecognised, with the remaining equity interest
retained in the associate being recognised at fair value, resulting
in a loss on deemed disposal recognised through profit or loss, as
detailed below.
Group (GBP)
30 September
2021
--------------
Cash and cash equivalents 272,075
Other financial liabilities (77,434)
Trade and other payables (37,138)
--------------
Net asset value disposed of 157,503
Non-controlling interest (138,045)
Foreign currency translation reserves 345,217
--------------
Attributable equity disposed of 364,675
Consideration received - cash or otherwise -
Investment retained in associate measured at fair value (894,090)
--------------
Profit from loss of control over subsidiaries (529,415)
The value of the remaining equity interest in Katoro Gold plc on
initial recognition as an associate, was determined based on the
fair value of the listed equities.
Summarised financial information of the associate is set out
below:
Group (GBP)
31 December
2021
-------------
Non-current assets 209,500
Current assets 876,658
Current liabilities (163,732)
Loss for the year ended (1,142,479)
Cash flow from operating activities (915,880)
Cash flow from investing activities (125,866)
Cash flows from financing activities (1,771,925)
Katoro Gold plc recognised no revenue during the year
(2020:Nil). No dividends were received during the year (2020:
Nil).
Katoro Gold plc's principal place of business is the 6(th)
Floor, 60 Gracechurch Street, London, EC4V OHR. Project specific
information about Katoro Gold plc can be obtained from their
website at katorogold.com.
12. Other financial assets
Group (GBP)
2021 2020
-------------- -------------
Other financial assets comprise of:
Lake Victoria Gold receivable 657,061 640,821
Blyvoor Joint Venture receivable 1,223,495 1,160,337
1,880,556 1,801,158
-------------- -------------
Impairment allowance for other financial assets
receivable
Lake Victoria Gold receivable (657,061) (640,821)
Blyvoor Joint Venture receivable (1,223,495) (1,160,337)
-------------- -------------
- -
-------------- -------------
Group (GBP)
Reconciliation of movement in other financial Blyvoor Lake Victoria
assets Joint Venture Gold
-------------- -------------
Financial asset receivable 1,160,337 640,821
Credit loss allowance recognised (1,160,337) (640,821)
Carrying value as at 31 December 2020 - -
-------------- -------------
Foreign exchange movement - 16,240
Further advance on the Blyvoor Joint Venture 63,158 -
Credit loss allowance recognised (63,158) (16,240)
-------------- -------------
Carrying value as at 31 December 2021 - -
-------------- -------------
Reef Miners Limited - Imweru and Lubando gold project - 2020
On 30 June 2020, the last condition precedent related to the
disposal of Reef Miners Limited ("Reef"), 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 Limited ("LVG"). The assets and corresponding
liabilities of Reef was recognised as part of the assets classified
held for sale in the comparative financial period.
The following disposal of the subsidiary was recognised in the
2020 financial statements:
Group (GBP)
Intangible assets (787,108)
Cash and cash equivalents (336)
Trade and other payables 9,136
Net assets value disposed of (778,308)
Foreign currency translation reserve reclassified through
profit or loss (121,670)
Proceeds from disposal 797,564
-----------
Loss on disposal of subsidiary (102,414)
Impairment of other financial asset receivable (640,821)
-----------
Total loss (743,235)
The amount receivable from Lake Victoria Gold will be due and
payable on the following dates:
-- US$100,000 upon the satisfaction of the Condition Precedent;
-- US$100,000 upon registration of Reef in the name of LVG;
-- US$100,000 four months from the date of the SPA;
-- US$200,000 nine months from the date of the SPA; and
-- 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
Limited ("Reef"). The receivable in Lake Victoria Gold was fully
impaired due to the significant increase in credit risk during the
2020 financial period, which is as a result of further payments not
being received as they become due and was still outstanding as at
30 September 2021, the date on which the Kibo Group lost control
over Katoro Gold plc as noted above in Note 11.
Blyvoor Joint Operations
On 30 January 2020, the Katoro Gold 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 a 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 30 September 2021, the date on which the Kibo Group
effectively lost control over the Katoro Group, the Katoro Group
had advanced funding in the amount of GBP 1,223,495 of which 100%
relate to expenditure allocated to the Joint Venture operations,
carried by the Katoro Gold plc Group.
13. Goodwill
MAST Energy Projects Limited - 2020
In the previous financial period, the Group acquired a 60%
equity interest in MAST Energy Project Limited, previously known as
MAST Energy Development Limited, for GBP300,000, settled through
the issue of 5,714,286 ordinary shares in Kibo Energy plc effective
on 19 October 2018. The acquisition of MAST Energy Projects Limited
falls within the ambit of IFRS 3: Business Combinations.
The net assets acquired were valued at Nil, with the resultant
purchase price being allocated to Goodwill on date of acquisition.
Goodwill is assessed for impairment on an annual basis, against the
recoverable amount of underlying Cash Generating Unit ("CGU"). The
recoverable amount of the CGU is the higher of its fair value less
cost to sell and its value in use.
Because the underlying projects previously held by Mast Energy
Projects Limited have now been restructured into separate SPV's,
controlled directly by the intermediary holding company Sloane
Developments Limited, there was no prospective benefit from
continued operations of Mast Energy Projects Limited therefore the
goodwill was impaired. The Company will cease operations in the
foreseeable future.
14. Other receivables
Group
2021 Group Company Company
(GBP) 2020 (GBP) 2021 (GBP) 2020 (GBP)
Amounts falling due within
one year:
Other debtors 255,747 115,886 73,734 39,085
255,747 115,886 73,734 39,085
-------- ------------ ------------ ------------
The carrying value of current receivables approximates their
fair value.
Trade and other receivables pledged as security
None of the above stated trade and other receivables were
pledged as security at period end. Credit quality of trade and
other receivables that are neither past due nor impaired can be
assessed by reference to historical repayment trends of the
individual debtors.
15. Cash
Group (GBP) Company (GBP)
Cash consists of: 2021 2020 2021 2020
--------- ------- ------- -------
Short term convertible cash reserves 2,082,906 256,760 239,674 141,788
2,082,906 256,760 239,674 141,788
========= ======= ======= =======
Cash has not been ceded or placed as encumbrance toward any
liabilities as at year end.
16. Share capital - Group and Company
2021 2020
Authorised equity
5,000,000,000 Ordinary shares of EUR0.001
each
1,000,000,000 deferred shares of EUR0.014
each EUR5,000,000 EUR5,000,000
3,000,000,000 deferred shares of EUR0.009 EUR14,000,000 EUR14,000,000
each EUR27,000,000 EUR27,000,000
EUR46,000,000 EUR46,000,000
Allotted, issued and fully paid shares
(2021: 2,930,657,437 Ordinary shares GBP1,836,562
of EUR0.001 each )
(2020: 2,221,640,835 Ordinary shares GBP 1,205,611
of EUR0.001 each)
1,291,394,535 Deferred shares of EUR0.009 GBP9,257,075 GBP9,257,075
each
805,053,798 Deferred shares of EUR0.014 GBP9,948,807 GBP9,948,807
each
--------------- ---------------
GBP21,042,444 GBP 20,411,493
Ordinary
Share Deferred Treasury
Number of Capital Share Capital Share Premium shares
Shares (GBP) (GBP) (GBP) (GBP)
Balance at 31 December
2019 1,257,276,078 326,468 19,205,882 42,750,436 -
-------------- ---------- --------------- -------------- ---------
Shares issued during
the period 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 -
-------------- ---------- --------------- -------------- ---------
Shares issued during
the period 709,016,602 630,951 - 1,116,957
Balance at 31 December
2021 2,930,657,437 1,836,562 19,205,882 45,429,328 -
-------------- ---------- --------------- -------------- ---------
All ordinary shares issued have the right to vote, right to
receive dividends, a copy of the annual report, and the right to
transfer ownership of their shares.
During the prior period, the Company resolved to increase the
Ordinary Share capital from five billion Ordinary Shares to eight
billion Ordinary Shares to ensure sufficient authorised Ordinary
Share capital available to issue more Ordinary Shares when
required.
17. Control reserve
The transaction with Opera Investments plc in 2017 represented a
disposal without loss of control. Under IFRS this constitutes a
transaction with equity holders and as such is recognised through
equity as opposed to recognising goodwill. The control reserve
represents the difference between the purchase consideration and
the book value of the net assets and liabilities acquired in the
transaction with Opera Investments. The control reserve balance as
at the year end is Nil, following the loss of control over of
Katoro Gold plc effective from 30 September 2021.
18. Share based payments reserve
The following reconciliation serves to summarise the composition
of the share-based payment reserves as at period end, which
incorporates both warrants and share options in issue for the
Group:
Group (GBP)
----------------------
2021 2020
---------- ----------
Opening balance of share-based payment reserve 1,728,487 1,504,513
Issue of share options and warrants 194,944 645,445
Deferred vendor liability settled through
the issue of shares - (421,471)
Expired warrants during the period (559,400) -
Loss of control over subsidiary (897,163) -
466,868 1,728,487
Share Options and Warrants detail
Share Options
Katoro Gold plc had the following share options in issue at the
beginning of the year and throughout the period up to the date of
loss of control:
-- a share option plan whereby the Board and Management of the
Company were issued 14,944,783 Ordinary shares, being 10% of the
Company's issued share capital on 8 February 2019, at 1.3 pence per
share. The options have an expiry date of the seventh anniversary
date of the date of grant, with 50% vesting on issue and the
remaining 50% vesting in one year; and
-- a share option plan whereby the Board and Management of the
Company were granted options ("Options") over a total of 17,300,000
new ordinary shares of GBP0.01each in the capital of the Company
("Ordinary Shares") The Options are exercisable at 2.6 pence per
Ordinary Share, constituting a c. 10% premium to the Company's
recent closing share price on 28 August 2020. The Options have an
expiry date of the seventh anniversary from the date of grant of 28
August 2020, with 50% vesting on issue and the remaining 50%
vesting in one year.
The fair value of the share options issued have been determined
using the Black-Scholes option pricing model.
The inputs to the Black-Scholes model were as follows:
Description of key input Key Assumptions Key Assumptions
Date issued February August 2020
2019
Options granted 14,944,783 17,300,000
Stock price 1.3p 2.4p
Exercise price 1.3p 2.6p
Risk free rate 0.4% 0.3%
Volatility 82% 142.84%
Time to maturity 7 years 7 years
Expected volatility was determined using the historic average
volatility in the company's share price over the past 2 to 3 years.
The weighted average fair value for the share options granted over
the years is 2.26p.
The following reconciliation serves to summarise the value
attributable to the share option reserve as at period end:
Group (GBP)
2021 2020
Opening balance of share-based payment reserve 256,315 30,537
Issue of share options 146,249 225,778
Loss of control over subsidiary (402,564) -
- 256,315
The following reconciliation serves to summarise the quantity of
share options in issue as at period end:
Group
2021 2020
Opening balance 32,244,781 14,944,781
Share options issued - 17,300,000
Loss of control of subsidiary (32,244,781) -
- 32,244,781
Kibo Energy plc and MAST Energy Developments plc had no share
options in issue throughout the year.
Warrants
Katoro Gold plc had the following warrants in issue at the
beginning of the year and throughout the year over its Ordinary
Shares up to date of loss of control:
-- 1,208,333 warrants to Beaufort's in respect of the placing
fees. Each warrant shall entitle Beaufort to subscribe for one new
Ordinary Share and shall be exercisable at 6 pence per share for up
to five years;
-- 10,000,000 warrants to African Battery Metals plc in respect
of the Nickel project facilitation fees. The warrants were issued
over 2 tranches. The first tranche of 2,500,000 warrants were
issued upon signature of the Option Agreement between the parties
on 15 March 2019, with the remaining 7,500,000 issued on 15 May
2019. These warrants are exercisable within 3 years of issue date
at a price of 1.25 pence per share;
-- 17,200,000 warrants to various funders in respect of placing
and subscription of 17,200,000 ordinary shares of 1.0p each issued
on 31 March 2020. Each warrant shall entitle the fundraisers to
subscribe for a further new Ordinary Share at a price of 2.0p, with
a life to expiry of 2 years;
-- 36,666,666 warrants to various funders in respect of placing
and subscription of 73,333,333 ordinary shares of 1.0p each issued
on 25 June 2020. Each warrant shall entitle the fundraisers to
subscribe for a further new Ordinary Share at a price of 3.0p, with
a life to expiry of 3 years. The Directors also participated in the
Fundraise, of which they acquired 3,333,333 ordinary shares and
1,666,666 warrants;
-- 48,000,000 warrants to various funders in respect of placing
and subscription of 48,000,000 ordinary shares of 2.0p each issued
on 15 January 2021. Each warrant shall entitle the fundraisers to
subscribe for a further new Ordinary Share at a price of 3.0p, with
a life to expiry of 3 years;
-- 81,500,000 warrants to various funders in respect of placing
and subscription of 81,500,000 ordinary shares of 1.0p each issued
on 8 November 2021. Each warrant shall entitle the fundraisers to
subscribe for a further new Ordinary Share at a price of 1.5p, with
a life to expiry of 2 years.
The fair value of the warrants issued have been determined using
the Black-Scholes option pricing model. The inputs to the
Black-Scholes model were as follows for the warrants issued and
outstanding by Katoro Gold plc.
Description Key Assumptions Key Assumptions Key Assumptions Key Assumptions Key Assumptions Key Assumptions
of key input Beaufort African Financing Financing Financing Financing
Battery shares shares shares shares
Metals
Plc
Date issued April '17 May '19 March '20 June '20 January November
'21 '21
Warrants granted
initially 1,208,333 10,000,000 17,200,000 36,666,666 48,000,000 81,500,000
Stock price 6p 1.3p 1.35p 1.7p 2.15p 0.98p
Exercise price 6p 1.25p 2p 3p 3p 1.5p
Risk free rate 0.1% 0.4% 0.1% 0.1% 0.1% 1.325%
Volatility 70% 82% 86.44% 148.29% 149.64% 129.8%
Time to maturity 5 years 3 years 2 years 3 years 3 years 3 years
Kibo Energy plc had the following warrants in issue over its
Ordinary Shares throughout the period up to year end:
-- 221,111,140 warrants were issued with the share placing
completed on 4 November 2019. Each share issued for this placing
includes one warrant exercisable at 0.6 pence per share for the
period of 36 months from the date of issue.
-- 240,000,000 warrants were issued with the share placing
completed on 17 September 2020. For every two shares issued for
this placing includes one warrant exercisable at 0.4 pence per
share for the period of 36 months from the date of issue.
-- 362,500,000 warrants were issued with the early termination
of convertible loan note completed on 17 September 2020. The
warrants are exercisable at 0.25 pence per share for the period of
36 months from the date of issue.
-- 430,000,000 warrants were issued with the early termination
of convertible loan note completed on 3 November 2021. The warrants
are exercisable at 0.4 pence per share for the period of 24 months
from the date of issue.
The fair value of the warrants issued have been determined using
the Black-Scholes option pricing model. The inputs to the
Black-Scholes model were as follows for the warrants issued and
outstanding by Kibo Energy plc.
Description Key Assumptions Key Assumptions Key Assumptions Key Assumptions
of key input Kibo Energy Kibo Energy Kibo Energy Kibo Energy
Plc October CLN Termination CLN Termination CLN Termination
2019 placing
Date issued October 2019 September September November
2020 2020 2021
Warrants granted initially 221,111,140 240,000,000 362,500,000 430,000,000
Stock price 0.5p 0.25p 0.25p 0.22p
Exercise price 0.6p 0.4p 0.25p 0.4p
Risk free rate 0.4% 0% 0% 0%
Volatility 99% 144.5% 144.5% 104.54%
Time to maturity 3 years 3 years 3 years 2 years
Expected volatility was determined using the historic average
volatility in the company's share price over the past 2 to 3
years.
The following reconciliation serves to summarise the value
attributable to the share option reserve as at period end for the
Group:
Group (GBP)
2021 2020
Opening balance of warrant reserve 1,472,172 1,052,505
Issue of warrants 48,695 419,667
Expired warrants (559,400) -
Loss of control of subsidiary (494,599) -
466,868 1,472,172
The following reconciliation serves to summarise the value
attributable to the share option reserve as at period end for the
Company:
Company (GBP)
2021 2020
Opening balance of warrant reserve 977,575 977,575
Issue of warrants 48,693 -
Expired warrants (559,400) -
466,868 977,575
The following reconciliation serves to summarise the quantity of
warrants in issue as at period end:
Group Company
2021 2020 2021 2020
Opening balance 1,341,308,419 663,333,420 1,275,833,420 663,333,420
New warrants issued 430,000,000 682,774,999 430,000,000 612,500,000
Warrants exercised (189,431,556) (4,800,000) (188,431,556) -
Warrants expired (340,740,724) - (336,540,724) -
Decrease in warrants
following loss of control
over subsidiary (60,274,999) - - -
1,180,861,140 1,341,308,419 1,180,861,140 1,275,833,420
At 31 December 2021 the Group had no share options and
1,180,861,140 warrants outstanding.
Warrants
Date of Grant Issue date Expiry date Exercise Number granted Exercisable
price as at 31
December
2021
04 Nov 2019 04 Nov 2019 03 Nov 2022 0.6p 221,111,140 221,111,140
17 Sept 2020 17 Sept 2020 17 Sept 2023 0.4p 240,000,000 216,000,000
17 Sept 2020 17 Sept 2020 17 Sept 2023 0.25p 362,500,000 313,750,000
3 November 3 November 2 November
2021 2021 2023 0.4p 430,000,000 430,000,000
1,253,611,140 1,180,861,140
Total Contingently Issuable shares 1,253,611,140 1,180,861,140
Expenses settled through the issue of shares
The Group recognised the following expense related to equity
settled share-based payment transactions:
2021 (GBP) 2020 (GBP)
Geological expenditure settled - 663,079
Listing and capital raising fees - 178,000
Shares and warrants issued to directors and
staff 146,250 225,778
146,250 1,066,857
Deferred vendor liability
The amount due to vendors represents the balance of the purchase
consideration owing in respect of the acquisition of Bordersley
Power Limited from St' Anderton on Vaal Limited. The liability will
be settled through the issue of ordinary shares in the Company, in
four equal tranches of 6,000,000 at an issue price of GBP0.0525
each, as the project is progressively de-risked, as detailed
below:
-- Upon receiving confirmation from Mast Energy Development that
a preliminary notice to proceed with construction of the Bordersley
power site has been issued by the Owners Engineer for the
construction and commissioning of the Bordersley site;
-- Upon receiving confirmation from Mast Energy Development that
a final notice to proceed with construction of the Bordersley power
site has been issued by the Owners Engineer for the construction
and commissioning of the Bordersley site;
-- Upon receiving confirmation from Mast Energy Development that
the Owners Engineer for the construction and commissioning of the
Bordersley site has commenced with commissioning of the Bordersley
power plant; and
-- Upon receiving confirmation from Mast Energy Development that
the Owners Engineer for the construction and commissioning of the
Bordersley site has confirmed steady state production at the
Bordersley power plant.
The fair value of the deferred vendor liability is calculated in
accordance with the anticipated purchase consideration payable, at
the fair value of the shares on the date of the transaction.
The amount payable has been settled during the current year
through the issue of ordinary shares.
19. Translation reserves
The foreign exchange reserve relates to the foreign exchange
effect of the retranslation of the Group's overseas subsidiaries on
consolidation into the Group's financial statements, taking into
account the financing provided to subsidiary operations is seen as
part of the Group's net investment in subsidiaries.
Group
2021 2020
(GBP) (GBP)
Opening balance (598,637) (872,942)
Movement during the period (212,764) 152,635
Disposal of subsidiary 345,217 121,670
Closing balance (466,184) (598,637)
20. Non-controlling interest
The non-controlling interest brought forward relates to the
minority equity attributable to Katoro Gold plc and its
subsidiaries. On 30 September 2021 the Group lost control over
Katoro Gold plc. On 14 April 2021 the Group's subsidiary, MAST
Energy Developments Ltd concluded an IPO on the standard board of
the London Stock Exchange, following which the Group's equity
interest diluted to 55% equity. Therefore, as at 31 December 2021,
the Group's non-controlling interest comprises 45% equity held in
MAST Energy Development plc.
Group
2021 (GBP) 2020 (GBP)
Opening balance (256,841) 27,073
Change of interest in subsidiary without loss
of control 3,201,014 1,407,037
Acquisition of non-controlling interest 308,030 -
Change in shareholding resulting in a loss (138,045) -
of control
Comprehensive loss for the year allocated to
non-controlling interest (1,151,342) (1,690,951)
Closing balance of non-controlling interest 1,962,816 (256,841)
The summarised financial information for significant
subsidiaries in which the non-controlling interest has an
influence, namely Katoro Gold plc as at ended 31 December 2021, is
presented below:
Katoro plc
Group
2020 (GBP)
Statement of Financial position
Total assets 353,682
Total liabilities (231,806)
Statement of Profit and Loss
Revenue for the period -
Loss for the period (2,561,114)
Statement of Cash Flow
Cash flows from operating activities (1,039,035)
(1,027,9 25
Cash flows from investing activities )
Cash flows from financing activities 2,129,800
The summarised financial information for significant
subsidiaries in which the non-controlling interest has an
influence, namely MAST Energy Developments plc as at ended 31
December 2021, is presented below:
MAST Energy
Development
plc
2021 (GBP)
Statement of Financial position
Total assets 7,630,488
Total liabilities (3,780,744)
Statement of Profit and Loss
Revenue for the period 3,245
Loss for the period (1,408,958)
Statement of Cash Flow
Cash flows from operating activities (759,694)
(1 ,804,510
Cash flows from investing activities )
Cash flows from financing activities 4,369,461
21. Trade and other payables
Group Group Company Company
2021 (GBP) 2020 (GBP) 2021 (GBP) 2020 (GBP)
Amounts falling due within one
year:
Trade payables 1,116,273 1,444,986 114,062 218,877
1,116,273 1,444,986 114,062 218,877
The carrying value of current trade and other payables equals
their fair value due mainly to the short-term nature of these
receivables.
22. Borrowings
Group Group Company Company
2021 (GBP) 2020 (GBP) 2021 (GBP) 2020 (GBP)
Amounts falling due within one
year:
Short term loans 1,079,691 858,546 119,004 344,391
1,079,691 858,546 119,004 344,391
Group Group Company Company
2021 (GBP) 2020 (GBP) 2021 (GBP) 2020 (GBP)
Reconciliation of borrowings:
Opening balance 858,546 523,725 344,391 294,955
Raised during the year 978,038 1,370,000 - 590,000
Repaid during the year (175,705) (25,000) (55,669) (25,000)
Consulting and facilitation fees - 540,200 - 250,000
Reclassification shareholder contribution
to debt - 41,155 - -
Debt forgiven (355,659) - - -
Loss of control over subsidiary (77,434) - - -
Interest raised 21,623 - - -
Settled through the issue of shares (169,718) (1,591,534) (169,718) (765,564)
Closing balance 1,079,691 858,546 119,004 344,391
Short term loans
Sanderson Capital Partners Limited
Short term loans relate to the unsecured interest free loan
facility from Sanderson Capital Partners Limited in the amount of
GBP 119,004 which is repayable either through the issue of ordinary
shares or payment of cash by the Company.
Refer to Note 26, which highlights the settlement of the above
debt owing, post year end.
Deferred vendor liability
The amount due to vendors represents the balance of the purchase
consideration owing in respect of the acquisition of Pyebridge
Power Limited. The liability will be settled in cash as
follows:
-- GBP500,000 payable within 8 months after the signing of the SPA represents: and
-- GBP500,000 payable within 12 months after the signing of the SPA represents.
The fair value of the deferred vendor liability is based on the
anticipated purchase consideration payable, at the fair value
thereof on the date of the transaction. The carrying value of
current other financial liability equals their fair value due
mainly to the short-term nature of these payables.
23. Investment
Breakdown of investments as at 31 December 2021
Subsidiary undertakings
(GBP)
Kibo Mining (Cyprus) Limited 16,233,997
Katoro Gold plc 528,764
Total cost of investments 16,762,761
Breakdown of investments as at 31 December 2020
Subsidiary
undertakings
(GBP)
Kibo Mining (Cyprus) Limited 42,796,376
Katoro Gold plc 2,160,888
Mbeya Developments Limited 1,706,896
Total cost of investments 46,664,160
Subsidiary
undertakings
(GBP)
Investments at Cost
At 1 January 2020 43,318,643
Additions in Kibo Mining (Cyprus) Limited 2,766,361
Mbeya Developments Limited 1,706,896
Disposal in Sloane Developments Limited (2,643,558)
Reversal of impairment in Katoro Gold plc 1,515,818
At 31 December 2020 (GBP) 46,664,160
Additions in Kibo Mining Cyprus Limited 1,114,324
Impairment of the subsidiaries (29,379,842)
Fair value adjustment of Katoro Gold plc (1,635,881)
At 31 December 2021 (GBP) 16,762,761
The impairment in Katoro Gold plc is due to the significant
decline in the share price, which results in the recoverable amount
of the investment in Katoro Gold plc decreasing considerably in
2021.
The impairment in Kibo Mining (Cyprus) Limited is due to the
impairment recognised in the subsidiary investments, being the
investment held in the Mabasekwa Coal to Power and Mbeya Coal to
Power projects during 2021.
At 31 December 2021 the Company had the following
undertakings:
Subsidiary, Interest Interest
Description associate, Activity Incorporated held held
Joint Ops in (2021) (2020)
Directly held
Investments
Kibo Mining (Cyprus)
Limited Subsidiary Treasury Function Cyprus 100% 100%
Katoro Gold plc Associate Mineral Exploration United Kingdom 20.88% 29.25%
Indirectly held
Investments
MAST Energy
Development
plc Subsidiary Power Generation United Kingdom 55% 100%
Sloane Developments
Limited Subsidiary Holding Company United Kingdom 55% 100%
MAST Energy Projects
Limited Subsidiary Power Generation United Kingdom 55% 60%
Bordersley Power
Limited Subsidiary Power Generation United Kingdom 55% 100%
Rochdale Power Subsidiary Power Generation United Kingdom 55% -%
Limited
Pyebridge Power Subsidiary Power Generation United Kingdom 55% -%
Limited
Kibo Gold Limited Associate Holding Company Cyprus 20.88% 29.25%
Savannah Mining
Limited Associate Mineral Exploration Tanzania 20.88% 29.25%
Kibo Nickel Limited Associate Holding Company Cyprus 20.88% 29.25%
Eagle Exploration
Limited Associate Mineral Exploration Tanzania 20.88% 29.25%
Katoro (Cyprus)
Limited Associate Mineral Exploration Cyprus 20.88% 29.25%
Katoro South Africa
Limited Associate Mineral Exploration South Africa 20.88% 29.25%
Mbeya Holdings
Limited Subsidiary Holding Company Cyprus 100% 100%
Mbeya Development
Limited Subsidiary Holding Company Cyprus 100% 100%
Mbeya Mining Company
Limited Subsidiary Holding Company Cyprus 100% 100%
Mbeya Coal Limited Subsidiary Mineral Exploration Tanzania 100% 100%
Rukwa Holding
Limited Subsidiary Holding Company Cyprus 100% 100%
Mbeya Power Tanzania
Limited Subsidiary Power Generation Tanzania 100% 100%
Kibo Mining South
Africa
(Pty) Ltd Subsidiary Treasury Function South Africa 100% 100%
Sustineri Energy Subsidiary Renewable Energy South Africa 65% -%
(Pty)
Ltd
Kibo Exploration
Limited Subsidiary Treasury Function Tanzania 100% 100%
Kibo MXS Limited Subsidiary Holding Company Cyprus 100% 100%
Mzuri Exploration
Services Exploration
Limited Investment Services Tanzania 4.78% 4.78%
Protocol Mining Exploration
Limited Investment Services Tanzania 4.78% 4.78%
Jubilee Resources Mineral
Limited Subsidiary Exploration Tanzania 100% 100%
Kibo Energy Botswana
Limited Subsidiary Holding Company Cyprus 100% 100%
Kibo Energy Botswana Mineral
(Pty) Ltd Associate Exploration Botswana 35% 35%
Kibo Energy
Mozambique
Limited Subsidiary Holding Company Cyprus 100% 100%
Pinewood Resources Mineral
Limited Subsidiary Exploration Tanzania 100% 100%
BENGA Power Plant
Limited Joint Venture Power Generation Tanzania 65% 65%
Makambako Resources Mineral
Limited Subsidiary Exploration Tanzania 100% 100%
The Group has applied the approach whereby loans to Group
undertakings and trade receivables from Group undertakings were
capitalised to the cost of the underlying investments. The
capitalisation results in a decrease in the exchange fluctuations
between Group companies operating from various locations.
24. Related parties
Related parties of the Group comprise subsidiaries, joint
ventures, significant shareholders, the Board of Directors and
related parties in terms of the listing requirements. Transactions
between the Company and its subsidiaries, which are related
parties, have been eliminated on consolidation.
Board of Directors/ Key Management
Name Relationship (Directors of:)
A. Lianos River Group, Boudica Group and Namaqua Management
Limited
Other entities over which directors/key management or their
close family have control or significant influence:
River Group River Group provide corporate advisory services
and is the Company's Designated Advisor.
Boudica Group Boudica Group provides secretarial services
to the Group.
St Anderton on Vaal Limited
St Anderton on Vaal Limited provides consulting
services to the Group. The directors of St
Anderton on Vaal Limited are also directors
of Mast Energy Developments plc.
Kibo Mining plc is a shareholder of the following companies and
as such are considered related parties:
Directly held investments: Kibo Mining (Cyprus) Limited
Katoro Gold plc
Indirectly held investments: Kibo Gold Limited
Kibo Mining South Africa Proprietary
Limited
Savannah Mining Limited
Kibo Nickel Limited
Katoro (Cyprus) Limited
Katoro South Africa Limited
Kibo Energy Botswana Limited
Kibo Energy Mozambique Limited
Eagle Exploration Mining Limited
Rukwa Holdings Limited
Mbeya Holdings Limited
Mbeya Development Company Limited
Mbeya Mining Company Limited
Mbeya Coal Limited
Mbeya Power Limited
Kibo Exploration Limited
Mbeya Power Tanzania Limited
Kibo MXS Limited
Kibo Energy Mozambique Limited
Pinewood Resources Limited
Makambako Resources Limited
Jubilee Resources Limited
Kibo Energy Botswana Limited
MAST Energy Developments plc
MAST Energy Projects Limited
Sloane Developments Limited
Bordersley Power Limited
Rochdale Power Limited
Pyebridge Power Limited
The following transactions have been entered into with related
entities, by way of common directorship, throughout the financial
period:
-- River Group was paid GBP40,000 (2020: GBP37,500) for
designated advisor services, corporate advisor services and
corporate financer fees during the year settled through cash. No
fees are payable to River Group as at year end. The expenditure was
recognised in the Company as part of administrative
expenditure.
-- St Anderton on Vaal Limited was paid GBP161,000 (2020:
GBP276,000) during the year for consulting services rendered to
Mast Energy Project Limited.
-- On 31 July 2020, the Sloane Developments Limited, Mast Energy
Projects Limited and St. Anderton on Vaal Limited entered into the
Share Exchange Agreement relating to the acquisition by Sloane
Developments Limited of the remaining 40% of the issued share
capital of Mast Energy Projects Limited. Under the Share Exchange
Agreement, the Company will pay St Anderton on Vaal Limited the sum
of GBP4,065,586 payable by the issue of 36,917,076 ordinary shares
of GBP0.001 each in the Company. Completion of the Share Exchange
Agreement was subject to and conditional upon the Admission of Mast
Energy Developments Limited to the London Stock Exchange. Following
completion of the IPO on 14 April 2021, the Group acquired the
remaining equity interest in Mast Energy Projects Ltd for the
consideration equal to 36,917,076 shares at a total value of
GBP4,065,586.
-- St Anderton on Vaal Limited was paid GBP169,603 (2020:
GBPNil) during the year for the settlement of the amounts owing by
MAST Energy Projects Limited for consulting services rendered,
which resulted in another income on the debt write-off of
GBP355,397.
-- During the year, Namaqua Management Limited or its nominees,
was paid GBPNil (2020: GBP365,027) for the provision of
administrative and management services. GBPNil was payable at the
year-end (2020: GBPNil).
-- The Boudica Group was paid GBP24,796 (2020: GBPNil) for
corporate services during the current financial period. No fees are
payable to Boudica Group at year end.
Transactions between the Company and its subsidiaries, which are
related parties, have been eliminated on consolidation. The
transactions during the period between the Company and its
subsidiaries included the settlement of expenditure to/from
subsidiaries, working capital funding, and settlement of the
Company's liabilities through the issue of equity in
subsidiaries.
25. Financial Instruments and Financial Risk Management
The Group and Company's principal financial instruments
comprises trade payables and borrowings. The main purpose of these
financial instruments is to provide finance for the Group and
Company's operations. The Group has various other financial assets
and liabilities such as trade receivables and trade payables, which
arise directly from its operations.
It is and has been throughout the 2021 and 2020 financial
period, the Group and Company's policy not to undertake trading in
derivatives.
The main risks arising from the Group and Company's financial
instruments are foreign currency risk, credit risk, liquidity risk,
interest rate risk and capital risk. Management reviews and agrees
policies for managing each of these risks which are summarised
below.
2021 (GBP) 2020 (GBP)
Financial instruments of Loans and Financial Loans and Financial
the Group are: receivables liabilities receivables liabilities
Financial assets at amortised
cost
Other receivables 255,747 - 115,886 -
Cash 2,082,906 - 256,760 -
Financial liabilities at
amortised cost
Trade payables - 1,116,273 - 1,444,986
Borrowings - 1,079,691 - 858,546
------------
2,338,653 2,195,964 372,646 2,303,532
2021 (GBP) 2020 (GBP)
Financial instruments of Loans and Financial Loans and Financial
the Company are: receivables liabilities receivables liabilities
Financial assets at amortised
cost
Other receivables 73,734 - 39,085 -
Cash 239,674 - 141,788 -
Financial liabilities at
amortised cost
Trade payables - 114,062 - 218,877
Borrowings - 119,004 - 344,391
------------
313,408 233,066 180,873 563,268
Foreign currency risk
The Group undertakes certain transactions denominated in foreign
currencies and exposures to exchange rate fluctuations therefore
may arise. Exchange rate exposures are managed by continuously
reviewing exchange rate movements in the relevant foreign
currencies. The exposure to exchange rate fluctuations for the
Group/Company is limited to foreign currency translation of
subsidiaries, which is not material, as the Group/Company does not
hold any significant foreign denominated monetary assets or
liabilities.
At the period ended 31 December 2021, the Group had no
outstanding forward exchange contracts.
Exchange rates used for conversion of foreign subsidiaries
undertakings were:
2021 2020
ZAR to GBP (Spot) 0.0465 0.0499
ZAR to GBP (Average) 0.0492 0.0469
USD to GBP (Spot) 0.7412 0.7325
USD to GBP (Average) 0.7281 0.7798
EURO to GBP (Spot) 0.8394 0.8984
EURO to GBP (Average) 0.8595 0.8894
The executive management of the Group monitor the Group's
exposure to the concentration of fair value estimation risk on a
monthly basis.
Group Sensitivity Analysis
As the Group/Company has no material monetary assets denominated
in foreign currencies, the impact associated with a change in the
foreign exchange rates is not expected to be material to the
Group/Company.
Credit risk
Credit risk refers to the risk that a counter party will default
on its contractual obligations resulting in financial loss to the
Group. As the Group does not, as yet, have any significant sales to
third parties, this risk is limited.
The Group and Company's financial assets comprise receivables
and cash and cash equivalents. The credit risk on cash and cash
equivalents is limited because the counterparties are banks with
high credit-ratings assigned by international credit rating
agencies. The Group and Company's exposure to credit risk arise
from default of its counterparty, with a maximum exposure equal to
the carrying amount of cash and cash equivalents in its
consolidated statement of financial position. Expected credit
losses were not measured on a collective basis. The various
financial assets owed from group undertakings were evaluated
against the underlying asset value of the investee, taking into
account the value of the various projects undertaken during the
period, thus validating, as required the credit loss recognised in
relation to amounts owed by group undertakings.
The Group does not have any significant credit risk exposure to
any single counterparty or any Group of counterparties having
similar characteristics. The Group defines counterparties as having
similar characteristics if they are connected or related
entities.
Financial assets exposed to credit risk at period end were as
follows:
Financial instruments Group (GBP) Company (GBP)
2021 2020 2021 2020
Trade & other receivables 255,747 115,886 73,734 39,085
Cash 2,082,906 256,760 239,674 141,788
Liquidity risk management
Ultimate responsibility for liquidity risk management rests with
the Board of Directors, which has built an appropriate liquidity
risk management framework for the management of the Group and
Company's short, medium and long-term funding and liquidity
management requirements. The Group manages liquidity risk by
maintaining adequate reserves and by continuously monitoring
forecast and actual cash flows and matching the maturity profiles
of financial assets and liabilities. Cash forecasts are regularly
produced to identify the liquidity requirements of the Group.
The Group and Company's financial liabilities as at 31 December
2021 were all payable on demand.
Less than Greater Greater
1 year than 1 year than 5 years
but within
Group (GBP) 5 years
At 31 December 2021
Trade and other payables 1,116,273 - -
Borrowings 1,079,691 - -
Lease liabilities 27,000 108,000 648,000
At 31 December 2020
Trade and other payables 1,444,986 - -
Borrowings 858,546 - -
Company (GBP)
At 31 December 2021
Trade and other payables 114,062 --
Borrowings 119,004 --
At 31 December 2020
Trade and other payables 218,877 --
Borrowings 344,391 --
Interest rate risk
The Group and Company's exposure to the risk of changes in
market interest rates relates primarily to the Group and Company's
holdings of cash and short-term deposits.
It is the Group and Company's policy as part of its management
of the budgetary process to place surplus funds on short term
deposit in order to maximise interest earned.
Group Sensitivity Analysis:
Currently no significant impact exists due to possible interest
rate changes on the Company's interest bearing instruments.
Capital risk management
The Group manages its capital to ensure that entities in the
Group will be able to continue as a going concern while maximising
the return to stakeholders through the optimisation of the debt and
equity balance.
The Group manages its capital structure and makes adjustments to
it, in light of changes in economic conditions. To maintain or
adjust its capital structure, the Group may adjust or issue new
shares or raise debt. No changes were made in the objectives,
policies or processes during the period ended 31 December 2021.
The capital structure of the Group consists of equity
attributable to equity holders of the parent, comprising issued
capital, reserves and retained losses as disclosed in the
consolidated statement of changes in equity.
Fair values
The carrying amount of the Group and Company's financial assets
and financial liabilities recognised at amortised cost in the
financial statements approximate their fair value.
Hedging
As at31 December 2021, the Group had no outstanding contracts
designated as hedges.
26. Post Statement of Financial Position events
Settlement of Outstanding Fees to Directors and Management
Kibo settled outstanding fees owing to directors and management
through the issue of a 7% convertible loan note redeemable
instrument. The convertible instrument provides for the issue of
unsecured redeemable convertible loan notes of integral multiples
of GBP1 each to the aggregate amount of GBP672,824. The
subscriptions for the notes shall be used to fund the Company's
working capital requirements related to outstanding salaries and
fees due to management, directors and former directors who are the
sole subscribers to the notes.
Appointment of Shard Capital Partners LLP as Joint Broker
Kibo appointed Shard Capital Partners LLP as joint broker to the
Company with immediate effect, to act alongside Hybridan LLP, who
remains the Company's joint broker, and RFC Ambrian Ltd, who
remains nominated advisor.
Power Purchase Agreement on South Africa Waste to Energy Project
- Sustineri Energy (Pty) Ltd
Kibo entered a 10-year take-or-pay conditional Power Purchase
Agreement (`PPA') to generate baseload electricity from a 2.7 MW
plastic-to-syngas power plant. The plant will be constructed,
commissioned and operated for an Industrial Business Park Developer
in Gauteng, South Africa. The project, is the first project under
Sustineri Energy (Pty) Ltd, a joint venture in which Kibo holds 65%
and the balance of 35% is held by Industrial Green Energy Solutions
(Pty) Ltd.
Signing of Funding Facility Agreement with Institutional
Investor and Issue of Shares in lieu of Payment
Kibo signed a bridging loan facility agreement with an
institutional investor for up to GBP3m with a term of up to 36
months. The facility provides for an initial drawdown of GBP1m
which is immediately available to the Company on signing of the
facility. Funds advanced under the facility will attract a fixed
coupon interest rate of 3.5% and will be repayable with accrued
interest, 4 months from the date of drawdown.
The Investor shall receive warrants equal to 30% of each
drawdown divided by the average of the daily VWAP for each of the 5
consecutive trading days immediately prior to the applicable
drawdown date, with a 36-month term to expiry from the date of
issuance. The warrants are exercisable at a subscription price
being equal to 130% of the then prevailing reference price. If the
share price of the Company is above a 100% premium to the relevant
exercise price for 30 consecutive days, then 50% of the warrants
will be cancelled, unless otherwise previously exercised. With
regards to the initial advance, the Investor will receive
168,274,625 warrants.
In compliance with the facility terms for the initial advance,
the Company has issued shares in settlement of a facility
implementation fee of GBP70k in the amount of 39,264,079 new
ordinary Kibo shares of EUR0.001 each at a deemed price of 0.17828
pence per share. Additionally, the Company has issued 13,157,895
new ordinary Kibo shares of EUR0.001 each at 0.19 pence per share
to certain providers of financial and technical services in payment
of outstanding invoices.
Convertible Instrument Extension of Redemption Date
On 1 March 2022 Kibo agreed an extension of one month for the
redemption date of the convertible instrument, with all but one of
the subscribers to the notes. The new extended redemption date was
revised to be 1 April 2022. The extension included notes in
aggregate of GBP657,985, from the total amount of GBP672,824. The
amount of GBP14,839 was settled in cash, in accordance with the
terms of the convertible instrument announced on 07 January
2022.
On 1 April 2022 Kibo agreed a further extension of three months
for the redemption date of the convertible instrument, with all
remaining noteholders. The new extended redemption date will now be
1 July 2022. The further extension includes notes in aggregate of
GBP657,985.
Agreement to deploy at least 1 Gigawatt of Long Duration Energy
Storage in Southern Africa
Kibo signed a rolling 5-year Framework Agreement with Enerox
GmbH ('CellCube'), to develop and deploy CellCube based Long
Duration Energy Storage ("LDES") solutions in selected target
sectors in Southern Africa. Under the agreement Kibo has been
granted conditional exclusive rights, subject to successful Proof
of Concepts ("PoC"), to the marketing, sales, configuration and
delivery of CellCube's vanadium redox flow batteries ("VRFB") in
the development of its LDES solutions in microgrid applications
behind the meter.
Appointment of Group Chief Financial Officer
Kibo appointed Mr. Cobus van der Merwe as Group Chief Financial
Officer with effect from the 1(st) of June 2022.
Settlement of Outstanding Loan and Issue of Shares
Kibo issued 56,118,047 new Kibo shares of EUR0.001 each at a
deemed issue price of GBP0.0016 per share to Sanderson Capital
Partners Limited in full and final settlement of GBP89,788.88 of
the total remaining outstanding amount owing pursuant to the
forward payment facility signed between Sanderson Capital Partners
Limited and the Company in December 2016.
27. Commitments and Contingencies
Benga Power Project
Kibo entered into a Joint Venture Agreement (the 'Benga Power
Joint Venture' or 'JV') with Mozambique energy company
Termoeléctrica de Benga S.A. to participate in the further
assessment and potential development of the Benga Independent Power
Project ('BIPP').
In order to maintain its initial participation interest Kibo is
required to ensure funding of a maximum amount of GBP1 million
towards the completion of a Definitive Feasibility Study, however
this expenditure is still discretionary.
Other than the commitments and contingencies noted above, the
Group does not have identifiable material commitments and
contingencies as at the reporting date. Any contingent rental is
expensed in the period in which it incurred.
Annexure 1: Headline Earning Per Share
Headline earnings per share (HEPS) is calculated using the
weighted average number of ordinary shares in issue during the
period and is based on the earnings attributable to ordinary
shareholders, after excluding those items as required by Circular
1/2021 issued by the South African Institute of Chartered
Accountants (SAICA).
Reconciliation of Headline earnings per share
Headline loss per share
Headline loss per share comprises the following:
Reconciliation of headline loss per share: 31 December 31 December
2021 (GBP) 2020 (GBP)
Loss for the period attributable to normal
shareholders (21,996,968) (4,726,286)
Adjustments:
Loss on disposal of subsidiaries - 102,414
Profit on loss of control over of subsidiaries (529,415) -
Profit on disposal of motor vehicle - (53,574)
Impairment of goodwill 300,000 -
Impairment of intangible assets 13,955,528 -
Impairment of associates 6,449,681 -
Headline loss for the period attributable
to normal shareholders (1,821,174) (4,677,446)
Headline loss per ordinary share (0.0007) (0.003)
Weighted average number of shares in issue: 2,480,279,189 1,546,853,959
**ENDS**
Johannesburg
27 June 2022
Corporate and Designated Adviser
River Group
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END
FR BKOBNPBKDFAB
(END) Dow Jones Newswires
June 27, 2022 11:50 ET (15:50 GMT)
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