TIDMKIBO

RNS Number : 4498A

Kibo Energy PLC

23 September 2022

Kibo Energy PLC (Incorporated in Ireland)

(Registration Number: 451931)

(External registration number: 2011/007371/10)

Share code on the JSE: KBO

Share code on the AIM: KIBO

ISIN: IE00B97C0C31

("Kibo" or "the Group" or "the Company")

 
 
 
 

Unaudited Interim results for the six months ended 30 June 2022

 
 
 
 

Dated 23 September 2022

Kibo Energy PLC ('Kibo' or 'the Group' or 'the Company') (AIM: KIBO; AltX: KBO), the renewable-energy-focused development company , is pleased to announce its unaudited results for the six months ended 30 June 2022. The interim results are also available on the Company's website: https://kibo.energy/wp-content/uploads/Kibo-Interim-Results-30-June-2022.pdf

Highlights

-- Continued focus on the Company's revised renewable energy strategy in order to align with global requirements:

o Entered a 10-year take-or-pay conditional Power Purchase Agreement ('PPA') to generate base-load electricity from a 2,7 MW plastic-to-syngas power plant. The project is the first under Sustineri Energy (Pty) Ltd ('Sustineri Energy' or 'Sustineri'), a joint venture ('JV') in which Kibo holds 65%, with the balance of 35% held by Industrial Green Energy Solutions (Pty) Ltd ('IGES')

o Signed a rolling five-year Framework Agreement ('FA') with Enerox GmbH ('CellCube') to develop and deploy Long Duration Energy Storage ('LDES') solutions in selected target sectors in the Southern African Development Community ('SADC') countries. The agreement grants Kibo exclusive rights to the marketing, sales, configuration and delivery of CellCube solutions, subject to successful Proof of Concepts ('POCs'), within the target sectors

o Acquired 51% of National Broadband Solutions ('NBS') to jointly assess and develop a portfolio of LDES projects held exclusively by NBS in South Africa, with an initial target of c. 36,320 MWh capacity

o Intention to dispose of original coal assets in accordance with an approved disposal strategy that will realise value for shareholders

o Proceeded with further test work to identify a suitable clean/renewable energy fuel source, based on test results to date, with the aim of converting the Company's existing energy projects in Tanzania, Botswana and Mozambique to clean/renewable energy projects

-- Appointed Mr Cobus van der Merwe as Group Chief Financial Officer ('CFO') with effect from 1 June 2022

-- Confirmed the appointment of former Group CFO, Mr Pieter Krügel as Chief Executive Officer ('CEO') of Kibo subsidiary, Mast Energy Developments PLC ('MED'), with effect from 1 June 2022

-- As previously announced, Christian Schaffalitzky, the current Chairman of the Board, will step down on conclusion of the adjourned AGM

-- Appointed Shard Capital Partners LLP as a joint broker to the Company with immediate effect, to act alongside the Company's current broker Hybridan LLP and the Company's nominated advisor RFC Ambrian Ltd

-- Settled outstanding fees owed to directors and management through the issue of a convertible loan note ('CLN') instrument

-- Signed a bridging loan facility agreement with an institutional investor for up to GBP3 million with a term of up to 36 months and an initial drawdown of GBP1 million available immediately. Funds advanced under the facility will attract a fixed coupon interest rate of 3,5%, repayable with accrued interest four months after the drawdown

   --    Post-reporting period: 

o Successfully achieved the first CellCube FA target with a commitment to purchase the first three POC projects

o Extended its conditional PPA of 10 years to 20 years for the Company's first South African waste-to-energy ('WTE') project as part of the Sustineri Energy JV with IGES

o Increased Kibo's interest in MED from 55,42% to 61,27%, following the receipt of MED shares as partial settlement of outstanding shareholder loan amount

o Initiated a process of Requests for Proposals ('RFPs') to investigate the feasibility of replacing fossil fuel (coal) with renewable biofuel, specifically regarding the operations and assets wherein the Company determined to dispose all its coal assets while retaining the associated energy (power) projects and maintaining/adding value for shareholders

o Proceeded with a signed definitive agreement to acquire 100% interest in a waste gasification and power plant in the United Kingdom as part of its UK WTE portfolio

Chairman's Statement

Introduction

Following the announcement in last year's interim results for the six months ended 30 June 2021, that Kibo Energy ('Kibo' or 'the Company') had begun the process of pivoting its business to the acquisition and development of a portfolio of sustainable, renewable energy assets to capitalise on the global clean energy revolution, I am pleased to report that the Company's continued commitment to its renewed strategy in this regard has yielded positive results. As part of Kibo's refocused strategy centred around renewable energy development, the Company has acquired a waste gasification and power plant in the United Kingdom as part of its UK WTE portfolio. We believe this opportunity supports our strategic intent to significantly advance and accelerate the development of the Company's renewable energy portfolio in the UK.

In South Africa, we are excited to have signed our first WTE Power Purchase Agreement ('PPA') to generate base-load electricity over 10 years from a 2,7 MW plastic-to-syngas power plant, which aligns with our clean energy strategy. The project initiates a pipeline of projects under the Company's South African WTE portfolio with our partners, Industrial Green Energy Solutions (Pty) Ltd ('IGES'). During the PPA process, the Company also performed a large amount of work to procure funding for the project and has received a higher-than-expected level of interest for the provision of project and debt funding at very competitive commercial terms from various institutions.

The growing energy market in the Southern African Development Community ('SADC') countries, particularly the energy-starved South Africa, makes the case for energy storage more viable. Further to the Company's strategy to implement long-duration energy storage ('LDES') solutions we are delighted to have signed a five-year Framework Agreement ('FA') with Enerox GmbH ('CellCube') to develop and deploy LDES solutions in the SADC countries (RNS dated 17 May 2022) . The development of a large project pipeline ready for immediate execution is the main pivot on which the FA hinges.

These smaller-scale renewable energy projects are focused on the UK and Southern Africa as the market opportunities, government support and technical innovation in these countries is slowly evolving and at the ideal stage to position Kibo as an influential innovator in the sector. This is most evident in Kibo's large knowledge base of and experience in the renewable energy sector, developed in recent years through its renewable energy and LDES solutions for integration with and repositioning of its current large utility fossil fuel-based projects.

The past few months have seen considerable progress across Kibo's renewable and sustainable energy strategy. Following the RNS dated 16 June 2021, in which Kibo announced an extensive review of operations and assets, the Company decided to dispose of all its coal assets while retaining the associated energy (power) projects through its introduction of innovative biofuel technology to its arsenal of solutions. By undertaking an evidence-based process of test and evaluation on the biofuel technology, we believe, subject to confirmatory test work, replacement of conventionally mined coal with a 100% renewable energy source is possible. Work completed to date indicates that our existing coal-fired power plant designs can be adapted, with minor design changes, to accept the new renewable fuel solution. All current and future projects across the Kibo Energy portfolio as well as its investment holdings have been extensively reviewed and realigned with the Company's renewed strategy to focus on renewable, sustainable energy solutions while retaining maximum value for Kibo and its shareholders as well as remaining attractive for acquisition, funding and construction by potential purchasers.

As progress continues on Kibo's portfolio of projects, the Company has further invested in its management team with the appointment of Mr Cobus van der Merwe as Chief Financial Officer ('CFO') as of 1 June 2022 (RNS dated 20 May 2022). Van der Merwe brings a wealth of experience to the team as a registered Chartered Accountant (South Africa) and having previously held managerial and executive roles in the investment management and energy, utilities and resource sectors. Most notably, he held a senior management position at PricewaterhouseCoopers, servicing clients across the United Kingdom, Ireland and Africa, as well as the position of Partner and Chair of the Investment Committee at PSG Wealth, where he managed bespoke investment portfolios for high net-worth individuals. The Company also confirmed the appointment of Mr Pieter Krügel to Chief Executive Officer ('CEO') of Mast Energy Developments ('MED') as of 1 June 2022. Krügel previously held the position of Group CFO at Kibo Energy for four years.

I firmly believe that these new appointments, as well as the focus on the Company's renewable, sustainable energy strategy, will play an integral role in delivering the Company's growth strategy while placing Kibo Energy in an advantageous position within the alternative energy sectors in the UK and sub-Saharan Africa, where the majority of the Company's investments are held.

Conclusion

As we move forward into the second half of 2022, despite the ongoing war in Ukraine, rising inflation and increased interest rates adding to uncertainty across industries, I am pleased to report that economic activity remains high, and this has yielded positive results for Kibo in terms of the development of its ongoing and new projects in the first half of 2022. The Company intends to further streamline its operations with a primary focus on the acquisition and development of its alternative and renewable, sustainable energy solution projects, many on which we have already made considerable progress while staying committed to the disposal and conversion of our large-scale fossil fuel-based utility projects.

Kibo's knowledge, experience and developments in this area are at an advanced stage in comparison to the sectors in the regions the Company operates. Therefore, as technologies within the alternative and renewable energy sectors evolve to include small-scale bespoke alternative and renewable energy solutions, Kibo will remain at the forefront in providing an attractive opportunity for potential investors.

Christian Schaffalitzky

Executive Chairman

Unaudited Interim Results for the six months ended 30 June 2022

Unaudited Condensed Consolidated Interim Statement of Comprehensive Income

For the six months ended 30 June 2022

 
                                        6 months      6 months      12 months 
                                              to            to             to 
                                         30 June       30 June    31 December 
                              Note          2022          2021           2021 
                                     (Unaudited)   (Unaudited)      (Audited) 
                                             GBP           GBP            GBP 
 
 Revenue                       15        305,384             -          3,245 
 Cost of sales                         (260,329)             -       (34,321) 
                                    ------------  ------------  ------------- 
 Gross profit/loss                        45,055             -       (31,076) 
 Administrative expenses             (1,210,016)   (1,052,448)    (2,325,750) 
 Impairment of non-current 
  assets                                       -             -   (20,705,209) 
 Project and exploration 
  expenditure                          (415,621)     (432,678)      (687,963) 
 Listing and capital 
  raising fees                         (185,070)     (417,315)      (321,365) 
 Operating Loss                      (1,765,652)   (1,902,441)   (24,071,363) 
 Other Income                              8,593        56,565      1,017,937 
 Finance income                                -        11,945              - 
 Finance costs                          (86,914)      (12,363)       (46,372) 
 Share of loss from 
  associate                            (118,357)             -       (48,357) 
                                    ------------  ------------  ------------- 
 Loss before Tax                     (1,962,330)   (1,846,294)   (23,148,155) 
 Tax                                           -             -              - 
                                    ------------  ------------  ------------- 
 Loss for the period                 (1,962,330)   (1,846,294)   (23,148,155) 
 
 Other comprehensive 
  income: 
 Exchange differences 
  on translating of 
  foreign operations, 
  net of taxes                            60,869       579,500      (212,919) 
 Exchange differences 
  reclassified on disposal 
  of foreign operation                         -             -        345,217 
                                    ------------  ------------  ------------- 
 Total Comprehensive 
  Loss for the Period                (1,901,461)   (1,266,794)   (23,015,857) 
                                    ------------  ------------  ------------- 
 
 Loss for the period 
  attributable to                    (1,962,330)   (1,846,294)   (23,148,155) 
                                    ------------  ------------  ------------- 
 Owners of the parent                (1,637,805)   (1,011,565)   (21,996,968) 
 Non-controlling interest              (324,525)     (834,729)    (1,151,187) 
                                    ------------  ------------  ------------- 
 
 
 Total comprehensive 
  loss attributable 
  to                                 (1,901,461)   (1,266,794)   (23,015,857) 
                                    ------------  ------------  ------------- 
 Owners of the parent                (1,576,936)     (432,065)   (21,864,515) 
 Non-controlling interest              (324,525)     (834,729)    (1,151,342) 
                                    ------------  ------------  ------------- 
 
 
 Basic loss per share          4        (0.0006)      (0.0004)        (0.009) 
 Dilutive loss per 
  share                        4        (0.0006)      (0.0004)        (0.009) 
 
 

Unaudited Condensed Consolidated Interim Statement of Financial Position

As at 30 June 2022

 
 
                                   Note     30 June        30 June      31 December 
                                              2022           2021           2021 
                                          (Unaudited)    (Unaudited)     (Audited) 
                                              GBP            GBP            GBP 
 Assets 
 Non-current assets 
 Property, plant, and equipment     7        2,931,097        297,910      2,899,759 
 Intangible assets                  8        4,995,608     18,491,105      4,964,550 
 
 Goodwill                           9                -        300,000        - 
  Investment in associates          10       3,972,524      9,696,351     4,092,403 
 Total non-current assets                   11,899,229     28,785,366     11,956,712 
                                         -------------  -------------  ------------- 
 
 Current assets 
 Other financial assets             11               -              -              - 
 Other receivables                             233,091         45,455        255,747 
 Cash and cash equivalents                   1,163,297      4,882,121      2,082,906 
                                         -------------  -------------  ------------- 
 Total current assets                        1,396,388      4,927,576      2,338,653 
                                         -------------  -------------  ------------- 
 
 Total assets                               13,295,617     33,712,942     14,295,365 
                                         -------------  -------------  ------------- 
 
 Equity 
 Called up share capital            5       21,140,481     20,631,196     21,042,444 
 Share premium                      5       45,516,081     44,960,112     45,429,328 
 Common control reserve                              -       (18,329)              - 
 Foreign currency translation 
  reserve                                    (405,315)       (19,137)      (466,184) 
 Share based payment reserve                   491,641      1,952,969        466,868 
 Retained deficit                         (58,265,194)   (38,001,194)   (56,627,389) 
                                         -------------  -------------  ------------- 
 Attributable to equity 
  holders of the parent                      8,477,694     29,505,617      9,845,067 
                                         -------------  -------------  ------------- 
 Non-controlling interest                    1,638,291      2,242,907      1,962,816 
                                         -------------  -------------  ------------- 
 Total Equity                               10,115,985     31,748,524     11,807,883 
                                         -------------  -------------  ------------- 
 
 Liabilities 
 Non-current liabilities 
 Lease liability                    13         287,721        296,435        289,045 
                                         -------------  -------------  ------------- 
 Total non-current liabilities                 287,721        296,435        289,045 
                                         -------------  -------------  ------------- 
 Current liabilities 
 Trade and other payables                    1,156,901      1,166,160      1,116,273 
 Borrowings                         12       1,732,423        499,401      1,079,691 
 Lease liability                    13           2,587          2,422          2,473 
 Total current liabilities                   2,891,911      1,667,983      2,198,437 
                                         -------------  -------------  ------------- 
 Total liabilities                           3,179,632      1,964,418      2,487,482 
                                         -------------  -------------  ------------- 
 
 Total equity and liabilities               13,295,617     33,712,942     14,295,365 
                                         -------------  -------------  ------------- 
 
 

Unaudited Condensed Interim Consolidated Statement of Changes in Equity

 
                      Share        Share        Share     Control      Foreign       Retained     Non-controlling      Total 
                      Capital      Premium      based     Reserve     currency       deficit         interest 
                                               payment               translation 
                                               reserve                 reserve 
                       GBP          GBP          GBP        GBP          GBP           GBP              GBP             GBP 
                   -----------  -----------  ----------  ---------  ------------  -------------  ----------------  ------------- 
 Balance at 1 
  January 2022 
  (audited)         21,042,444   45,429,328     466,868          -     (466,184)   (56,627,389)         1,962,816     11,807,883 
                   -----------  -----------  ----------  ---------  ------------  -------------  ----------------  ------------- 
 Loss for the 
  year allocated 
  to equity 
  owners                     -            -           -          -             -    (1,637,805)                 -    (1,637,805) 
                   -----------  -----------  ----------  ---------  ------------  -------------  ----------------  ------------- 
 Loss for the 
  period 
  allocated to 
  non-controlling 
  interest                                                                                              (324,525)      (324,525) 
                   -----------  -----------  ----------  ---------  ------------  -------------  ----------------  ------------- 
 Other 
  comprehensive 
  income- 
  translation of 
  foreign 
  operations                 -            -           -          -        60,869              -                 -         60,869 
                   -----------  -----------  ----------  ---------  ------------  -------------  ----------------  ------------- 
 Issue of share 
  warrants                   -            -      24,773          -             -              -                 -         24,773 
                   -----------  -----------  ----------  ---------  ------------  -------------  ----------------  ------------- 
 Issue of share 
  capital               98,037       86,753           -          -             -              -                 -        184,790 
                   -----------  -----------  ----------  ---------  ------------  -------------  ----------------  ------------- 
 Balance as at 30 
  June 2022 
  (unaudited)       21,140,481   45,516,081     491,641          -     (405,315)   (58,265,194)         1,638,291     10,115,985 
                   -----------  -----------  ----------  ---------  ------------  -------------  ----------------  ------------- 
 
 Balance as at 31 
  December 2020 
  (audited)         20,411,493   44,312,371   1,728,487   (18,329)     (598,637)   (39,019,856)         (256,841)     26,558,688 
                   -----------  -----------  ----------  ---------  ------------  -------------  ----------------  ------------- 
 Loss for the 
  year allocated 
  to equity 
  owners                     -            -           -          -             -    (1,011,565)                 -    (1,011,565) 
                   -----------  -----------  ----------  ---------  ------------  -------------  ----------------  ------------- 
 Loss for the 
  period 
  allocated to 
  non-controlling 
  interest                   -            -           -          -             -              -         (834,729)      (834,729) 
                   -----------  -----------  ----------  ---------  ------------  -------------  ----------------  ------------- 
 Other 
  comprehensive 
  income- 
  translation of 
  foreign 
  operations                 -            -           -          -       579,500              -                 -        579,500 
                   -----------  -----------  ----------  ---------  ------------  -------------  ----------------  ------------- 
 Issue of share 
  capital              219,703      647,741           -          -             -              -                 -        867,444 
                   -----------  -----------  ----------  ---------  ------------  -------------  ----------------  ------------- 
 Acquisition of 
  the 
  Non-Controlling 
  Interest 
  without gaining 
  control                    -            -           -          -             -      (300,029)           300,029              - 
                   -----------  -----------  ----------  ---------  ------------  -------------  ----------------  ------------- 
 Disposal of 
  equity to 
  Non-Controlling 
  Interest 
  without losing 
  control                    -            -           -          -             -    (3,034,448)         3,034,448              - 
                   -----------  -----------  ----------  ---------  ------------  -------------  ----------------  ------------- 
 Changes in 
  ownership 
  interest in 
  subsidiaries 
  without a 
  change in 
  control                    -            -           -          -             -      5,354,486                 -      5,354,486 
                   -----------  -----------  ----------  ---------  ------------  -------------  ----------------  ------------- 
 Warrants and 
  Share Options 
  issued by 
  Katoro Gold plc            -            -     234,700          -             -              -                 -        234,700 
                   -----------  -----------  ----------  ---------  ------------  -------------  ----------------  ------------- 
 Expirations of 
  share warrants             -            -    (10,218)          -             -         10,218                 -              - 
                   -----------  -----------  ----------  ---------  ------------  -------------  ----------------  ------------- 
 Balance as at 30 
  June 
  2021(unaudited)   20,631,196   44,960,112   1,952,969   (18,329)      (19,137)   (38,001,194)         2,242,907     31,748,524 
                   -----------  -----------  ----------  ---------  ------------  -------------  ----------------  ------------- 
 
 Balance as at 31 
  December 2020 
  (audited)         20,411,493   44,312,371   1,728,487   (18,329)     (598,637)   (39,019,856)         (256,841)     26,558,688 
                   -----------  -----------  ----------  ---------  ------------  -------------  ----------------  ------------- 
 Loss for the 
  year                       -            -           -          -             -   (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 
  Kibo Energy plc            -            -      48,695                                                                   48,695 
                   -----------  -----------  ----------  ---------  ------------  -------------  ----------------  ------------- 
 Warrants issued 
  Kibo Energy plc 
  which expired 
  during the year            -            -   (559,400)          -             -        559,400                 -              - 
                   -----------  -----------  ----------  ---------  ------------  -------------  ----------------  ------------- 
 Change of 
  shareholding 
  resulting is 
  loss of control            -            -   (897,163)     18,329       345,217        878,833         (138,045)        207,171 
                   -----------  -----------  ----------  ---------  ------------  -------------  ----------------  ------------- 
 Balance as at 31 
  December 2021 
  (audited)         21,042,444   45,429,328     466,868          -     (466,184)   (56,627,389)         1,962,816     11,807,883 
                   -----------  -----------  ----------  ---------  ------------  -------------  ----------------  ------------- 
 

Unaudited Condensed Consolidated Interim Statement of Cash Flow

For the six months ended 30 June 2022

 
                                               6 months      6 months      12 months 
                                                   to            to            to 
                                                30 June       30 June     31 December 
                                                 2022          2021           2021 
                                              (Unaudited)   (Unaudited)    (Audited) 
                                                  GBP           GBP           GBP 
 
 Loss for the period before taxation          (1,962,330)   (1,846,294)   (23,148,155) 
 Adjusted for: 
 Warrants and options issued                       24,773             -        194,944 
 Exploration and development expenditure 
  JV                                                    -        83,532         91,179 
 Expenses settled through share issue              95,000       310,369              - 
 (Profit)/Loss from the disposal of 
  subsidiary                                            -             -      (529,415) 
 Impairment of goodwill                                 -             -        300,000 
 Impairment of intangible assets                        -             -     13,955,528 
 Impairment of associates                               -             -      6,449,681 
 Impairment of financial asset receivable               -             -         43,722 
 Loss from equity accounting                      118,357             -         48,357 
 Depreciation on property, plant, 
  and equipment                                     7,621         1,733         10,635 
 Interest accrued                                  52,198             -         21,632 
 Debt forgiven                                          -      (56,565)      (355,659) 
                                             ------------  ------------  ------------- 
 Operating income before working 
  capital changes                             (1,664,381)   (1,507,225)    (2,917,551) 
 Decrease/(Increase) in trade and 
  other receivables                                22,656        70,431      (145,525) 
 Increase/(Decrease) in trade and 
  other payables                                   40,630     (278,826)      (240,957) 
                                             ------------  ------------  ------------- 
 Net cash outflows from operating 
  activities                                  (1,601,095)   (1,715,620)    (3,304,033) 
 
 Cash flows from financing activities 
 Proceeds from borrowings                         960,000             -         38,975 
 Repayment of borrowings                        (316,173)      (25,000)      (195,282) 
 Proceeds from issue of share capital                   -     6,449,513      1,527,576 
 Proceeds from disposal of shares 
  to non-controlling interest                           -             -      6,099,500 
 Repayment of lease liabilities                   (1,210)             -        (2,275) 
                                             ------------  ------------  ------------- 
 Net cash proceeds from financing 
  activities                                      642,617     6,424,513      7,468,494 
                                             ------------  ------------  ------------- 
 
 Cash flows from investing activities 
 Cash received/(forfeited) on disposal 
  of subsidiary                                         -             -      (272,075) 
 Cash advanced to Joint Venture                         -      (83,532)       (91,179) 
 Cash received on sale of plant and                     -             -              - 
  equipment 
 Property, plant, and equipment acquired         (38,960)             -    (1,654,239) 
 Intangible assets acquired                             -             -      (150,273) 
                                             ------------  ------------  ------------- 
 Net cash used in investing activities           (38,960)      (83,532)    (2,167,766) 
 
 
 Net movement in cash and cash equivalents      (997,438)     4,625,361      1,996,695 
 Cash and cash equivalents at beginning 
  of period                                     2,082,906       256,760        256,760 
 Exchange movements                                77,829             -      (170,549) 
                                             ------------  ------------  ------------- 
 Cash and cash equivalents at end 
  of period                                     1,163,297     4,882,121      2,082,906 
                                             ------------  ------------  ------------- 
 

Notes to the unaudited condensed consolidated interim financial statements

For the six months ended 30 June 2022

1. General information

Kibo Energy PLC is a public company incorporated in Ireland. The condensed consolidated interim financial results consolidate those of the Company and its subsidiaries (together referred to as the "Group"). The Company's shares are listed on the AIM Market ("AIM") of the London Stock Exchange and the Alternative Exchange ("AltX") of the Johannesburg Stock Exchange ("JSE") Limited. The principal activities of the Company and its subsidiaries are related to the development of renewable energy projects in Southern Africa and the United Kingdom.

2. Statement of Compliance and Basis of Preparation

The unaudited condensed consolidated interim financial results are for the six months ended 30 June 2022, and have been prepared using the same accounting policies as those applied by the Group in its December 2021 consolidated annual financial statements, which are in accordance with the framework concepts and the recognition and measurement criteria of the International Financial Reporting Standards and Financial Reporting Pronouncements as issued by the Financial Reporting Standards Council issued by the International Accounting Standards Board ("IASB"), including the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee, IAS 34 - Interim Financial Reporting, the Listings Requirements of the JSE Limited, the AIM rules of the London Stock Exchange and the Irish Companies Act 2014.

These condensed consolidated interim financial statements do not include all the notes presented in a complete set of consolidated annual financial statements, as only selected explanatory notes are included to explain key events and transactions that are significant to obtaining an understanding of the changes throughout the financial period, accordingly the report must be read in conjunction with the annual report for the year ended 31 December 2021.

The comparative amounts in the consolidated financial results include extracts from the consolidated annual financial statements for the period ended 31 December 2021.

These extracts do not constitute statutory accounts in accordance with the Irish Companies Acts 2014. All monetary information is presented in the presentation currency of the Company being Pound Sterling. The Group's principal accounting policies and assumptions have been applied consistently over the current and prior comparative financial period.

3. Use of estimates and judgements

Preparing the condensed consolidated interim financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expenses. Actual results may differ from these estimates.

In preparing these condensed consolidated interim financial statements, significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those applied to the consolidated financial statements as at and for the year ended 31 December 2021.

 
 
 

4. Loss per share

Basic, dilutive and headline loss per share for the six months ended 30 June 2022 are as follows:

 
                                          6 months to        6 months       12 months 
                                                                   to              to 
                                              30 June         30 June     31 December 
                                                 2022            2021            2021 
                                                  GBP             GBP             GBP 
 
 Loss for the year attributable 
  to equity holders of the parent         (1,637,805)     (1,011,565)    (21,996,968) 
 
 Weighted average number of ordinary 
  shares for the purposes of basic 
  and dilutive loss per share           2,956,206,435   2,339,072,536   2,480,279,189 
 
 Basic loss per share                        (0.0006)        (0.0004)         (0.009) 
 Dilutive loss per share                     (0.0006)        (0.0004)         (0.009) 
                                       --------------  --------------  -------------- 
 
 
 
                                              6 months        6 months       12 months 
                                                    to              to              to 
 Reconciliation of Headline loss               30 June         30 June     31 December 
  per share 
                                                  2022            2021            2021 
                                                   GBP             GBP             GBP 
 
 Loss for the year attributable 
  to equity holders of the parent          (1,637,805)     (1,011,565)    (21,996,968) 
 Adjusted for: 
 Profit on loss of control over 
  of subsidiaries                                    -               -       (529,415) 
 Impairment of goodwill                              -               -         300,000 
 Impairment of intangible assets                     -               -      13,955,528 
 Impairment of associates                            -               -       6,449,681 
 Headline loss per share                   (1,637,805)     (1,011,565)     (1,821,174) 
 
 Weighted average number of ordinary 
  shares for the purposes of headline 
  loss per share                         2,956,206,435   2,339,072,536   2,480,279,189 
 
 Headline loss per share                      (0.0006)        (0.0004)        (0.0007) 
                                        --------------  --------------  -------------- 
 

Headline earnings per share (HEPS) is calculated using the weighted average number of ordinary shares in issue during the period and is based on the earnings attributable to ordinary shareholders, after excluding those items as required by Circular 1/2021 issued by the South African Institute of Chartered Accountants (SAICA).

5. Called up share capital and share premium

Authorised ordinary share capital of the company is 5,000,000,000 ordinary shares of EUR 0.001 each.

Authorised deferred shares of the company is 1,000,000,000 of EUR 0.014 and 3,000,000,000 of EUR 0.009 respectively.

Detail of issued capital is as follows:

 
 
                                Number of       Share     Deferred       Called   Share Premium 
                                 Ordinary     Capital        Share     Up Share 
                                   Shares                  Capital      Capital 
                                                  GBP          GBP          GBP             GBP 
 
 Balance at 31 December 
  2020                      2,221,640,835   1,205,611   19,205,882   20,411,493      44,312,371 
 
 Shares issued in period      253,707,902     219,703            -      219,703               - 
                           --------------  ----------  -----------  -----------  -------------- 
 Balance at 30 June 
  2021                      2,475,348,737   1,425,314   19,205,882   20,631,196      44,312,371 
 
 Shares issued in period      455,308,700     411,248            -      411,248       1,116,957 
                           --------------  ----------  -----------  -----------  -------------- 
 Balance at 31 December 
  2021                      2,930,657,437   1,836,562   19,205,882   21,042,444      45,429,328 
                           --------------  ----------  -----------  -----------  -------------- 
 
 Shares issued in period      108,540,021      98,037            -       98,037          86,753 
                           --------------  ----------  -----------  -----------  -------------- 
 Balance at 30 June 
  2022                      3,039,197,458   1,934,599   19,205,882   21,140,481      45,516,081 
                           --------------  ----------  -----------  -----------  -------------- 
 
 
 

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

- 39,264,079 new Kibo Shares were issued on 16 February 2022 of EUR 0.001 each at a deemed issue price of GBP0.0017828 per share to an Institutional Investor ("Investor") in settlement of GBP70,000 of facility implementation fee pursuant to the Funding Facility Agreement signed between the Investor and the Company in February 2022 ;

- 13,157,895 new Kibo Shares were issued on 16 February 2022 of EUR 0.001 each at a deemed issue price of GBP0.0019 per share to certain providers of financial and technical services in settlement of GBP25,000 of outstanding invoices;

- 56,118,047 new Kibo Shares were issued on 20 May 2022 of EUR 0.001 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; and

- 168,274,625 Company warrants to subscribe for 168,274,625 new Kibo shares under the terms of warrants announced on the 16(th) of February 2022.

6. Segment analysis

IFRS 8 requires an entity to report financial and descriptive information about its reportable segments, which are operating segments or aggregations of operating segments that meet specific criteria. Operating segments are components of an entity about which separate financial information is available that is evaluated regularly by the chief operating decision-maker.

The Chief Executive Officer is the chief operating decision maker of the Group.

Management currently identifies individual projects as operating segments. These operating segments are monitored, and strategic decisions are made based upon their individual nature, together with other non-financial data collated from project and exploration activities. Principal activities for these operating segments are as follows:

 
 30 June 2022 
                          Mbeya Coal   Bordersley   Rochdale   PyeBridge   Sustinery     Corporate   30 June 2022 
                                  PP        Power      Power       Power      Energy                  (GBP) Group 
                         -----------  -----------  ---------  ----------  ----------  ------------  ------------- 
 Revenue                           -            -          -     305,384           -             -        305,384 
 Cost of sales                     -            -          -   (260,329)           -             -      (260,329) 
 Administrative 
  and other costs              (590)     (16,143)    (3,420)    (20,151)       (220)   (1,354,562)    (1,395,086) 
 Loss from equity 
  accounted investment             -            -          -           -           -     (118,357)      (118,357) 
 Project expenditure        (25,908)    (166,518)   (39,284)    (82,736)    (50,985)      (50,190)      (415,621) 
 Finance cost                      -            -          -           -           -      (86,914)       (86,914) 
 Investment and 
  other income                 5,686            -          -           -         141         2,766          8,593 
                         -----------  -----------  ---------  ----------  ----------  ------------  ------------- 
 Loss after tax             (20,812)    (182,661)   (42,704)    (57,832)    (51,064)   (1,607,257)    (1,962,330) 
                         -----------  -----------  ---------  ----------  ----------  ------------  ------------- 
 
 
 
 30 June 2021 
                             Mabesekwa   Mbeya Coal     Mast Energy      Haneti    Blyvoor   Corporate   30 June 2021 
                           Independent     to Power    Developments                                       (GBP) Group 
                                 Power 
                         -------------  -----------  --------------  ----------  ---------  ----------  ------------- 
 Revenue                             -            -               -           -          -           -              - 
 Administrative 
  cost                           (806)      (4,968)       (275,445)     (5,084)    (4,228)   (761,917)    (1,052,448) 
 Exploration 
  expenditure                        -     (33,254)       (120,333)   (119,802)   (35,021)   (124,268)      (432,678) 
 Investment 
  and other income                   -        1,821               -           -          -      54,744         56,565 
 Capital raising 
  fees                               -            -       (260,878)           -          -   (156,437)      (417,315) 
 Loss from equity                    -            -               -           -          -           -              - 
  accounted investment 
 Finance income                      -            -               -           -          -      11,945         11,945 
 Finance costs                       -            -        (12,363)           -          -           -       (12,363) 
                         -------------  -----------  --------------  ----------  ---------  ----------  ------------- 
 Loss after 
  tax                            (806)     (36,401)       (669,019)   (124,886)   (39,249)   (975,933)    (1,846,294) 
                         -------------  -----------  --------------  ----------  ---------  ----------  ------------- 
 
 
 
   30 June 2022 
                  Mbeya Coal   Bordersley    Rochdale        PyeBridge          Sustinery   Corporate     30 June 2022 
                   PP           Power        Power            Power                Energy    Group         (GBP) Group 
                 -----------  ------------  --------------  -------------  --------------  ------------  ------------- 
 Segment assets        8,388       413,424          10,079      2,641,183         305,071     9,917,472     13,295,617 
 
 Segment 
  liabilities       (21,650)     (320,559)        (26,682)      (103,103)        (33,493)   (2,674,145)    (3,179,632) 
                 -----------  ------------  --------------  -------------  --------------  ------------  ------------- 
 
 
 
 
 30 June 2021 
 
                                          Mabesekwa            Mbeya Coal       Mast Energy              Haneti     Corporate     30 June 2021 
                                        Independent              to Power       Development                             Group      (GBP) Group 
                                              Power 
                                   ----------------  --------------------  ----------------  ------------------  ------------  --------------- 
 Segment assets                                   -                 9,822         4,590,930               5,536    29,104,836       33,712,942 
 
 Segment liabilities                          8,464                98,090           686,205              90,527     1,079,633        1,964,418 
                                   ----------------  --------------------  ----------------  ------------------  ------------  --------------- 
 
 
 
 
 
  7. Property, plant and 
  equipment 
                                                Right      Furniture 
                                                of Use        and         Motor          Office       Computer       Other 
                                   Land         Asset      Fittings      Vehicles      Equipment      Equipment    Equipment          Total 
 
 Opening balance of Cost 
  at 1 January 2022                602,500      293,793        2,465        16,323           4,942        5,390     2,020,112          2,945,525 
                               -----------  -----------  -----------  ------------  --------------  -----------  ------------  ----------------- 
 Additions                               -            -                                                       -        36,012             36,012 
 Forex movement                          -            -          268         1,779             452        3,325           923              6,747 
                               -----------  -----------  -----------  ------------  --------------  -----------  ------------  ----------------- 
 Closing balance of Cost 
  at 30 June 2022                  602,500      293,793        2,733        18,102           5,394        8,715     2,057,047          2,988,284 
                               -----------  -----------  -----------  ------------  --------------  -----------  ------------  ----------------- 
 
 Opening balance of 
  Accumulated 
  Depreciation at 1 January 
  2022                                   -      (9,793)      (2,465)      (16,322)         (4,409)      (4,074)       (8,703)           (45,766) 
                               -----------  -----------  -----------  ------------  --------------  -----------  ------------  ----------------- 
 Depreciation                            -      (7,042)            -             -           (498)         (81)             -            (7,621) 
 Forex movement                          -            -        (268)       (1,779)              61        (865)         (949)            (3,800) 
                               -----------  -----------  -----------  ------------  --------------  -----------  ------------  ----------------- 
 Closing balance of 
  Accumulated 
  Depreciation at 30 June 
  2022                                   -     (16,835)      (2,733)      (18,101)         (4,846)      (5,020)       (9,652)           (57,187) 
                               -----------  -----------  -----------  ------------  --------------  -----------  ------------  ----------------- 
 Carrying value at 30 
  June 2022                        602,500      276,958            -             1             548        3,695     2,047,395          2,931,097 
                               -----------  -----------  -----------  ------------  --------------  -----------  ------------  ----------------- 
 
 
 
                             Right      Furniture 
                             of Use        and          Motor        Office       Computer       Other 
                   Land      Asset      Fittings       Vehicles    Equipment      Equipment    Equipment      Total 
 
 Opening 
  balance of 
  Cost 
  at 1 January 
  2021                 -          -          2,436       16,131         4,970         4,989         8,601     37,127 
                  ------  ---------  -------------  -----------  ------------  ------------  ------------  --------- 
 Additions             -    297,593              -            -             -             -             -    297,593 
 Forex 
 movement              -          -              -            -             -             -             -          - 
                 -------  ---------  -------------  -----------  ------------  ------------  ------------  --------- 
 Closing 
  balance of 
  Cost 
  at 30 June 
  2021                 -    297,593          2,436       16,131         4,970         4,989         8,601    334,720 
                  ------  ---------  -------------  -----------  ------------  ------------  ------------  --------- 
 
 
 Opening 
  balance of 
  Accumulated 
  Depreciation 
  at 1 January 
  2021                 -          -        (2,436)     (15,285)       (4,398)       (4,289)       (8,601)   (35,009) 
                  ------  ---------  -------------  -----------  ------------  ------------  ------------  --------- 
 Depreciation          -    (1,733)              -            -             -             -             -    (1,733) 
 Forex movement                   -              -         (68)             -             -             -       (68) 
                          ---------  -------------  -----------  ------------  ------------  ------------  --------- 
 Closing 
  balance of 
  Accumulated 
  Depreciation 
  at 30 June 
  2021                 -    (1,733)        (2,436)     (15,353)       (4,398)       (4,289)       (8,601)   (36,810) 
                  ------  ---------  -------------  -----------  ------------  ------------  ------------  --------- 
 
   Carrying 
   value at 30 
   June 2021           -    295,860              -          778           572           700             -    297,910 
                  ------  ---------  -------------  -----------  ------------  ------------  ------------  --------- 
 
 
                               Right     Furniture 
                               of Use       and         Motor       Office       Computer       Other 
                    Land       Asset     Fittings      Vehicles    Equipment     Equipment    Equipment      Total 
 
 Opening 
  balance of 
  Cost 
  at 1 January 
  2021                   -          -        2,436       16,131        4,970         4,989        8,601       37,127 
                 ---------  ---------  -----------  -----------  -----------  ------------  -----------  ----------- 
 Additions         602,500    293,793            -            -            -           509    2,011,409    2,908,211 
 Forex movement          -          -           29          192         (28)         (108)          102          187 
                 ---------  ---------  -----------  -----------  -----------  ------------  -----------  ----------- 
 Closing 
  balance of 
  Cost 
  at 31 
  December 2021    602,500    293,793        2,465       16,323        4,942         5,390    2,020,112    2,945,525 
                 ---------  ---------  -----------  -----------  -----------  ------------  -----------  ----------- 
 
 
 Opening 
  balance of 
  Accumulated 
  Depreciation 
  at 1 January 
  2021                   -          -      (2,436)     (15,285)      (4,398)       (4,289)      (8,601)     (35,009) 
                 ---------  ---------  -----------  -----------  -----------  ------------  -----------  ----------- 
 Depreciation            -    (9,793)            -        (842)            -             -            -     (10,635) 
 Forex movement                     -         (29)        (195)         (11)           215        (102)        (122) 
                 ---------  ---------  -----------  -----------  -----------  ------------  -----------  ----------- 
 Closing 
  balance of 
  Accumulated 
  Depreciation 
  at 31 
  December 
  2021                   -    (9,793)      (2,465)     (16,322)      (4,409)       (4,074)      (8,703)     (45,766) 
                 ---------  ---------  -----------  -----------  -----------  ------------  -----------  ----------- 
 
   Carrying 
   value at 31 
   December 
   2021            602,500    284,000            -            1          533         1,316    2,011,409    2,899,759 
                 ---------  ---------  -----------  -----------  -----------  ------------  -----------  ----------- 
 

8. Intangible assets

 
 
 Composition of Intangible assets           30 June      30 June    31 December 
                                               2022         2021           2021 
                                                GBP          GBP            GBP 
 
 Carrying value at 1 January 2022         4,964,550   18,491,105     18,491,105 
                                         ----------  -----------  ------------- 
 Foreign currency gain                       31,058            -              - 
 Acquisitions                                     -            -        428,973 
 Impairments                                      -            -   (13,955,528) 
                                         ----------  -----------  ------------- 
 Carrying value at 30 June 2022           4,995,608   18,491,105      4,964,550 
                                         ----------  -----------  ------------- 
 
 Carrying value of intangible asset at 
  30 June 2022 
 Mbeya Coal to Power Project              1,947,500   15,896,105      1,940,577 
 Bordersley Power Project                 2,595,000    2,595,000      2,595,000 
 Rochdale Power                             150,273            -        150,273 
 Sustineri Energy                           302,835            -        278,700 
                                          4,995,608   18,491,105      4,964,550 
                                         ----------  -----------  ------------- 
 
 

Intangible assets are not amortised, due to the indefinite useful life, which is attached to the underlying prospecting rights, until such time that active mining operations commence, which will result in the intangible asset being amortised over the useful life of the relevant mining licences.

Intangible assets with an indefinite useful life are assessed for impairment on an annual basis, against the prospective fair value of the intangible asset. The valuation of intangible assets with an indefinite useful life is reassessed on an annual basis through valuation techniques applicable to the nature of the intangible assets.

As at reporting period end, taking into account the various applicable aspects, the Group concluded that none of the impairment indicators had been met in relation to the Mbeya Coal to Power Project, Bordersley Power Project, Rochdale Power or Sustineri Energy.

9. Goodwill

 
             30 June   30 June   31 December 
                2022      2021          2021 
                 GBP       GBP           GBP 
 
 Goodwill          -   300,000             - 
            --------  --------  ------------ 
                   -   300,000             - 
            --------  --------  ------------ 
 

MAST Energy Projects Limited - 2020

During the 30 June 2021 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.

10. Investment in associates

 
 
                                             30 June     30 June   31 December 
                                                2022        2021          2021 
                                                 GBP         GBP           GBP 
 
 Mabesekwa Coal Independent Power Plant    3,563,639   9,696,351     3,563,639 
 Katoro Gold plc                             528,764           -       577,121 
 Share of loss for the period              (118,357)           -      (48,357) 
 Foreign exchange loss                       (1,522) 
                                          ----------  ----------  ------------ 
                                           3,972,524   9,696,351     4,092,403 
                                          ----------  ----------  ------------ 
 
 

The value of the equity interest in Kibo Energy Botswana (Pty) Ltd was determined based on the fair value of the proportionate equity interest retained in the enlarged resource following the restructuring in the prior period.

As at reporting period end, taking into account the various applicable aspects, the Group concluded that none of the impairment indicators had been met in relation to the Mabesekwa Coal Independent Power Plant project.

11. Other financial assets

 
                                               30 June     30 June     31 December 
                                                 2022        2021          2021 
                                                 GBP         GBP           GBP 
                                              --------  ------------  ------------ 
 Other financial assets consist of: 
 Financial assets recognised at amortised            -     1,880,556             - 
  cost 
                                              --------  ------------  ------------ 
 Lake Victoria Gold                                  -       657,061             - 
 Blyvoor Joint Venture                               -     1,223,495             - 
 Impairment of financial assets recognised           -   (1,880,556)             - 
  at amortised cost 
                                              --------  ------------  ------------ 
 Impairment                                          -   (1,880,556)             - 
                                              --------  ------------  ------------ 
 Carrying value at reporting period end              -             -             - 
                                              --------  ------------  ------------ 
 

12. Borrowings

 
 
 Amounts falling due within one year                30 June   30 June      31 December 
                                                       2022      2021             2021 
                                                        GBP       GBP              GBP 
 
 Short-term borrowings                            1,732,423   499,401        1,079,691 
                                                 ----------  --------  --------------- 
                                                  1,732,423   499,401        1,079,691 
                                                 ----------  --------  --------------- 
 
 Short-term borrowings consist of: 
 Apex Capital                                       661,911         -       960,686 
 Institutional Investor                           1,070,512         -             - 
 Sanderson Capital                                        -   144,004       119,005 
 St Anderton on Vaal Ltd                                  -   355,397             - 
                                                 ----------  --------  ------------ 
                                                  1,732,423   499,401     1,079,691 
                                                 ----------  --------  ------------ 
 
 
 
 

The borrowings relate to the following loan facilities:

Institutional Investor

The Institutional Investor borrowing is a bridge loan facility agreement for up to GBP3m with a term of up to 36 months. Funds advanced under the Facility will attract a fixed coupon interest rate of 3.5% and will be repayable with accrued interest on 23 July 2022.

Sanderson Capital Partners Limited

Short term loans relate to the unsecured interest free loan facility from Sanderson Capital Partners Limited in the amount of GBPNIL (31 December: GBP119,005, 31 December: GBP144,004) which is was repaid through the issue of ordinary shares by the Company.

Deferred vendor liability - Apex Capital

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.

St Anderton on Vaal Limited

The amount due to St Anderton on Vaal Limited represented the balance of amounts owed by MAST Energy Projects Limited for consulting services rendered. The amount due as at 30 June 2021 of GBP355,397 was written off by St Anderton on Vaal Limited during the previous financial period and resulted in other income of GBP355,397 during the financial period 1 July 2021 to 31 December 2021.

13. Right of use asset and Lease liability

 
 
   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 Bordesley, 
   Liverpool Street, Birmingham. The lease of the land has a lease term 
   of 20 years, with an option to extend for 10 years which the Group has 
   opted to include due to the highly likely nature of extension as at 
   the time of the original assessment. The Group's obligations under its 
   leases are secured by the lessor's title to the leased assets. The Group's 
   incremental borrowing rate implicit to the lease is 8.44%. Refer to 
   note 7 for the right of use asset. 
                                           30 June                30 June                     31 
               Lease                     2022(GBP)              2021(GBP)               December 
               liability                                                               2021(GBP) 
                             ---------------------  ---------------------  --------------------- 
    Carrying amounts of 
    lease liabilities: 
               Opening                     291,518                      -                      - 
               balance 
                             ---------------------  ---------------------  --------------------- 
               Additions                         -                297,594                293,793 
               Interest                     12,290                 12,363                 24,725 
               Payments                   (13,500)               (11,100)               (27,000) 
                             ---------------------  ---------------------  --------------------- 
               Closing 
                balance                    290,308                298,857                291,518 
                             ---------------------  ---------------------  --------------------- 
 
               Spilt of 
               lease 
               liability 
               between 
               current 
               and 
               non-current 
               portions 
               Current                       2,587                  2,422                  2,473 
 
               Non-current                 287,721                296,435                289,045 
                             ---------------------  ---------------------  --------------------- 
                                           290,308                298,857                291,518 
                             ---------------------  ---------------------  --------------------- 
 

14. Financial instruments

 
 
                                               30 June     30 June   31 December 
                                                  2022        2021          2021 
                                                   GBP         GBP           GBP 
 
 Financial assets - carrying amount 
  Loans and receivables held at amortised 
  cost 
 Trade and other receivables                   233,091      45,455       255,747 
 Cash and cash equivalents                   1,163,297   4,882,121     2,082,906 
                                            ----------  ----------  ------------ 
                                             1,396,388   4,927,576     2,338,653 
                                            ----------  ----------  ------------ 
 
 Financial liabilities - carrying amount 
  Financial liabilities held at amortised 
  cost 
 Trade and other payables                    1,156,901   1,166,160     1,116,273 
 Borrowings                                  1,732,423     499,401     1,079,691 
                                            ----------  ----------  ------------ 
                                             2,889,324   1,665,561     2,195,964 
                                            ----------  ----------  ------------ 
 
 

The Board of Directors considers that the fair values of financial assets and liabilities approximate their carrying values at each reporting date due to the short-term nature thereof, and market related interest rate applied.

15. Revenue

 
                      30 June   30 June   31 December 
                         2022      2021          2021 
                          GBP       GBP           GBP 
 
 Electricity sales    305,384         -         3,245 
                     --------  --------  ------------ 
                      305,384         -         3,245 
                     --------  --------  ------------ 
 

Revenue is comprised of electricity sales from renewable energy operations of MAST Energy Developments plc in the United Kingdom.

16. Unaudited results

These condensed consolidated interim financial results have not been audited or reviewed by the Group's auditors.

17. Dividends

No dividends were declared during the interim period.

18. Board of Directors

There were no changes to the board of directors during the interim period, or any other committee's composition.

19. Subsequent events

The following subsequent events have been noted:

-- MAST appointed Mr. Pieter Krügel as a director with effect from 1 June 2022 and announced on the Company's RNS on 13 July 2022. Mr. Krügel was appointed as Chief Executive Officer of the Company and announced on the Company's RNS of the 20 May 2022 with effect from 1 June 2022 and this completes his appointment to the board.

-- KIBO has successfully achieved its first major Framework Agreement ('FA') target, by placing the first commitment, to purchase the first two proof of concept ('POC') projects, as announced in the Company's RNS dated 17 May 2022. These projects relate to its signed strategic five-year FA with CellCube to deploy long-duration energy storage in Southern Africa. The FA envisages the deployment of c.1 Gigawatt of Long Duration Energy Storage in Southern Africa over the next five years. Kibo placed the commitment to purchase via its 51%-owned subsidiary National Broadband Solutions ('NBS'), for two (2) CellCube FB 250 - 1000 Vanadium Redox Flow Batteries as part of its initial stage of the FA.

-- KIBO has extended to 20 years its conditional 10-year take-or-pay Power Purchase Agreement ('PPA'), first announced in the Company's RNS dated 14 February 2022. The PPA outlines the construction, commissioning and operation of a 2.7 MW plastic-to-syngas power plant to generate baseload electricity for an industrial business park developer (the 'Client') in Gauteng, South Africa (the 'Project'). The Project is the Company's first under its joint venture, Sustineri Energy, in which Kibo Energy PLC holds 65% and Industrial Green Energy Solutions Pty Ltd ('IGES') holds the balance of 35%. The extended term period to 20 years will improve the already compelling Project highlights, including:

-- Strong financials: An increase in the projected EBITDA from c. ZAR 388 million to c. ZAR 953 million, of which an amount of c. ZAR 619 million is attributable to the Company;

-- Improved Internal Rate of Return ('IRR'): An increased projected IRR of 15-18%, up from 11-14%; and

-- Commencement of construction and commissioning: The Construction Phase is scheduled to commence during Q1 2023 with project commissioning 11 to 14 months thereafter.

-- MAST has issued 28,735,632 new MED Shares of GBP0.001 each ("the Settlement Shares") at a deemed issue price of GBP0.0348 per share ("Settlement Share Price") to its majority shareholder, Kibo Energy PLC ("Kibo") in partial settlement of GBP1m (the "Partial Settlement") of the total remaining outstanding amount owing to Kibo Mining Cyprus Ltd, a wholly owned subsidiary of Kibo, pursuant to the shareholder loan account ("the Loan"), as disclosed in the Company's IPO admission document and most recently its latest audited annual report and accounts. Following the Partial Settlement, the Loan's remaining outstanding amount owing to Kibo is c. GBP1.27m. The Settlement Share Price is the 5-day VWAP for the period up to the closing price of the Company shares on the London Stock Exchange on 26 July 2022, plus a 20% premium and has effectively increase Kibo's shareholding in MED to 61.27%. This was announced on the Company's RNS on 29 July 2022.

-- KIBO has initiated a process for Requests for Proposals ('RFPs') to investigate the feasibility of replacing fossil-fuel (coal) with renewable biofuel, as mentioned in the Company's RNS dated 27 May 2022. This follows an extensive review of the Company's operations and assets wherein it determined to dispose of all its coal assets (RNS dated 16 June 2021) while retaining the associated energy (power) projects through its introduction of innovative biofuel technology, on which the Company has been doing extensive work in recent months. Through the RFP process, Kibo intends to appoint an experienced international biomass and biofuel consultant to determine the economic and technical viability of utilising the specific biomass (or bio-coal) technology, referred to above and in previous RNS's, as a feasible fuel source at industrial scale, to fuel the Company's existing and already developed utility scale power projects. The feasibility studies will investigate whether sufficient biomass can be sustainably (NOTE: sustainable = economically, environmentally and socially viable) produced and supplied as fuel for a 300 MW power plant over a 20 to 25-year power purchase agreement ('PPA') period. The biofuel technology, which will be the subject of the above referred investigation, has already been subjected to extensive bench testing and has thus far delivered positive results in all tests performed.

-- Kibo has signed a definitive Share Purchase Agreement (the 'SPA') to acquire a 100% interest in a waste reception, Anaerobic Digestor and CHP power plant ('Southport' or 'the Project') at Merseyside, United Kingdom. The acquisition is in line with the Company's refocused strategy to acquire and develop an energy portfolio centred around sustainable renewable / clean energy solutions and opportunities, as detailed in a Company RNS dated 19 April 2021. This includes the addition of a 12MW waste-to-energy project in the UK (see RNS dated 27 May 2022).

20. Going concern

The Group currently generated revenue of GBP305,384 and had net assets of GBP10,115,985 as at 30 June 2022 (31 December 2021: net assets of GBP11,807,883; 30 June 2021: GBP31,748,524).

In performing the going concern assessment, the Board considered various factors, including the availability of cash and cash equivalents; data relating to working capital requirements for the foreseeable future; cash-flows from operational commencement, available information about the future, the possible outcomes of planned events, changes in future conditions, the current global economic situation due to the Covid-19 pandemic and Ukraine conflict and the responses to such events and conditions that would be available to the Board.

Furthermore, the group has incurred losses in the current financial period and previous periods. These losses coupled with the net current liability position the Group finds itself in as at June 2022, indicate that a material uncertainty exists which may cast significant doubt on the Group's ability to continue as a going concern.

This is largely attributable to the short-term liquidity position the Group finds itself in as a result of the significant capital required to develop projects that exceeds cash contributed to the group by the capital contributors.

The Directors have evaluated the Groups liquidity requirements to confirm whether the Group has adequate cash resources to continue as a going concern for the foreseeable future, taking into account the net current liability position, and consequently prepared a cash flow forecast covering a period of 12 months from the date of these interim financial statements, concluding that the Group would be able to continue its operations as a going concern.

The interim financial statements have accordingly been prepared on the going concern basis which contemplates the continuity of normal business activities and the realisation of assets and the settlement of liabilities in the normal course of business.

21. Commitments and contingencies

There are no material commitments, contingent assets or contingent liabilities as at 30 June 2022 nor any of the comparative periods.

22. Seasonality of operations

The company's operations are not considered to be seasonal or cyclical. These interim results were therefore not impacted by seasonality or cyclicality.

23 September 2022

**S**

This announcement contains inside information as stipulated under the Market Abuse Regulations (EU) no. 596/2014 ("MAR").

For further information please visit www.kibo.energy or contact:

 
  Louis Coetzee       info@kibo.energy                 Kibo Energy          Chief Executive Officer 
                                                        PLC 
  Andreas Lianos      +357 99 53 1107                  River Group          JSE Corporate and Designated 
                                                                             Adviser 
                                                       -------------------  ---------------------------- 
  Claire Noyce        +44 (0) 20 3764                  Hybridan LLP         Joint Broker 
                       2341 
                    ---------------------------------  -------------------  ---------------------------- 
  Damon Heath         +44 207 186 9952                 Shard Capital        Joint Broker 
                                                        Partners LLP 
                    ---------------------------------  -------------------  ---------------------------- 
  Bhavesh Patel       +44 20 3440 6800                 RFC Ambrian          NOMAD on AIM 
   / Stephen Allen                                      Ltd 
                    ---------------------------------  -------------------  ---------------------------- 
  Zainab Slemang      zainab@lifacommunications.co.za  Lifa Communications  Investor and Media Relations 
   van Rijmenant                                                             Consultant 
                    ---------------------------------  -------------------  ---------------------------- 
 

Notes

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

Additionally, the Company has a 61.27% interest in MAST Energy Developments Limited ('MED'), a private UK registered company targeting the development and operation of flexible power plants to service the UK Reserve Power generation market.

Johannesburg

23 September 2022

Corporate and Designated Adviser River Group

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END

IR BKNBDFBKKOCB

(END) Dow Jones Newswires

September 23, 2022 04:30 ET (08:30 GMT)

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