Kibo
Energy PLC (Incorporated in Ireland)
(Registration Number:
451931)
(External registration number:
2011/007371/10)
LEI Code:
635400WTCRIZB6TVGZ23
Share code on the JSE Limited:
KBO
Share code on the AIM:
KIBO
ISIN:
IE00B97C0C31
('Kibo' or 'the
Company')
Dated: 7.00am 24 December
2024
Kibo Energy PLC ('Kibo' or
the 'Company')
Unaudited Interim Results for
the Six-Month Period Ended 30 June 2024
Kibo Energy PLC (AIM: KIBO;
AltX: KBO) is pleased to announce its unaudited interim results for
the six months ended 30 June 2024, contained below. The full
interim results are also available on the Company's website
at
https://kibo.energy/wp-content/uploads/Kibo-Interim-Results-30-June-2024.pdf.
These interim accounts cover the period prior to the Company's
decision to dispose of its operating assets as held by Kibo Mining
(Cyprus) Limited and therefore should be read in that context.
Similarly, the Company disposed of its interest in MED on 30
September 2024. The Company is currently an AIM Rule 15 cash shell
having had the disposal of Kibo Cyprus approved by Shareholders on
11 October 2024. As such the Company has six months to complete a
Reverse Takeover pursuant to AIM Rule 14, failing which its shares
will be suspended from trading on AIM.
Following publication of these
interims along with the Company's audited accounts as released at
midday yesterday, trading in the Company's Ordinary Shares on AIM
is expected to resume with effect from 7.30am on Tuesday 24
December 2024.
Overview of the key highlights
during the interim period:
· A
continued focus on the Company's renewed strategy to acquire and develop a portfolio of sustainable, renewable
energy assets:
o Continued with an optimisation and integration study into the
production of synthetic oil from non-recyclable plastic waste on
the 2.7 MW plastic-to-syngas project under Sustineri Energy (Pty)
Ltd ('Sustineri Energy' or 'Sustineri'), a joint venture ('JV') in
which Kibo held 65% and Industrial Green Energy Solutions ('IGES')
holds 35%, which could add a potential accelerated additional
revenue stream to the project.
o Continued with its bio-coal development test work as part of
its commitment to ongoing sustainable clean energy solutions which
includes formulating a joint development agreement with a
multinational food and beverage producer ("the Client") intended to
be funded equally (i.e., 50-50) by Kibo and the Client. The
objective of this collaboration is to build and operate a pilot
plant that will produce bio-coal as a preliminary step towards the
establishment of a comprehensive production-scale
facility.
o Kibo
subsidiary Mast Energy Developments plc ('MED') was successful in
the pre-qualification for two new bids, which resulted in a T-1 CM
contract at £35.79/kW/pa and a T-4 CM contract that cleared at a
record price of £65/kW/pa.
o MED
furthermore signed a Project Finance funding agreement with
RiverFort Global Opportunities PCC Limited ("RiverFort"), with
Pyebridge as the borrower, with an initial funding facility up to
£4,000,000 (the "RiverFort Facility"), with a cumulative total net
draw of c. £2.1m to date.
o MED's Pyebridge site was taken out of care & maintenance,
and a comprehensive improvement and refurbishment works programme
was executed.
o MED
paid down £325,000 on the outstanding balance on convertible loan
notes held by RiverFort via a director loan purchase agreement and
a placing, and also secured funding of £325,000 via a new
non-convertible fixed term loan with RiverFort for on-going working
capital purposes.
· Corporate updates:
o The
retirement of Ajay Saldanha from the board as director of the
Company on 10 January 2024.
o The
conversion into 500m new Kibo ordinary shares on 11 January 2024 of
accrued fees and interest totaling £161,000 included in the
outstanding balance owing to RiverFort under the Facility
Restatement Agreement signed on 10 April 2023.
o Obtained shareholder approval on 9 February 2024 at an
extraordinary general meeting of the Company to renew its ability
to issue shares without applying pre-emption rights and to update
its Memo & Articles of Association to align with all
authorities approved by Shareholders at previous general
meetings.
o The
Company announced a major corporate restructuring on 7, 20 and 27
June 2024 respectively that included the appointment of two new
directors to the board, the settlement of some creditors via share
conversions and a placing of £350,000 at a placing price of 0.0084
pence.
o The
Company announced on 25 June 2024 that it was unlikely it could
meet its 30 June 2024 deadline for the publication of its 2023
audited accounts following which it would be suspended from trading
on AIM effective on 1 July 2024.
o The
Company entered into an agreement with Riverfort Global
Opportunities in which it ceded its loan with Mast Energy
Developments Plc (MED) through its subsidiary Kibo Mining (Cyprus)
Limited to Riverfort in partial settlement of its loan with
Riverfort. The MED loan receivable of
£797,396 was ceded to RiverFort for a reduction of £367,205 in the
RiverFort loan.
o The
Company determined that the combined factors of significant
reduction in shareholding in MED through share disposals during the
first half of 2024 and the disposal of the loan receivable from MED
to RiverFort, resulted in loss of control of MED with effect from
7th of June 2024. From this date onwards MED was recognised as an
associate under the requirements of IFRS.
o The
Group disposed of its interest in Kibo Energy Botswana Limited on
31 January 2024 to Aria Capital Management for an amount of
£70,000.
Disposal, loss of control and
deconsolidation of Mast Energy Developments
o On 6
June 2024, the Company entered into an agreement with Riverfort
Global Opportunities in which it ceded its loan with Mast Energy
Developments Plc (MED) through its subsidiary Kibo Mining (Cyprus)
Limited to Riverfort in partial settlement of its loan with
Riverfort. The loan with Riverfort Global Opportunities and a
transaction date balance of £767,205 was reduced to £400,000 in
exchange for the cession of the £797,396 loan receivable from
MED.
o The
loan receivable from MED was payable on demand and was historically
partially settled with shares issued in MED. The directors
considered the loan and historic precedent of conversion thereof as
part of their assessment on control over MED in terms of IFRS
10.
o The
directors determined that the combined factors of significant
reduction in shareholding in MED during the 2024 year, and the
disposal of the loan receivable from MED and resulting
convertibility of the loan through shares issued, resulted in loss
of control of MED with effect from 7th of June 2024. From this date
onwards MED was recognised as an associate and equity accounted
until the investment in MED was disposed of in full on the 30th of
September 2024.
o As a
result of the investment in MED being reclassified as an associate
and the Group accounting policy of investments in listed associates
being measured at fair value of the shares at market value, the
Group expects impairments and gains on disposals of MED shares to
amount to £12,482 and £268,497 respectively in its 30 June 2024
interim results. The gain on disposal is as a result of the
proceeds from share disposals and the recovery of loan and fair
value of the retained MED shares exceeding the net asset value
thereof on disposal date.
o The
retained investment in MED was disposed of in September 2024 to
Riverfort for £120,074.
· Events
after reporting period:
o On 5
July 2024, Louis Coetzee retired from the board as CEO and director
and the Company announced the appointment of Cobus van der Merwe as
Interim CEO of the Company.
o On
18 July 2024, Clive Roberts, a significant shareholder of the
Company, was appointed as non-executive chairman of the
board.
o On
25 July 2024 the Company held an extraordinary general meeting
where it obtained shareholder approval to increase its ordinary
authorised share capital to 30 billion shares of €0.0001
each.
o On 5
August 2024, the Company announced the completion of the creditor
conversions as part of its major restructuring as announced on 7
and 20 June 2024.
o On
16 September 2024, the Company announced that it had signed a
binding term sheet (the "Term Sheet") with Swiss company, ESTI AG
to acquire a diverse portfolio of renewable energy projects across
Europe and Africa spanning wind and solar generation,
agri-photovoltaics and technology development by way of a proposed
reverse takeover transaction. Under the Term Sheet Aria Capital
Management Limited ("Aria), a global asset management company were
to be appointed as the arrange to the reverse takeover
transaction.
o On
19 September 2024, the Company announced that it had signed a sale
agreement with Aria Capital Management Limited for the purchase by
Aria of Kibo's its wholly owned subsidiary Kibo Mining (Cyprus)
limited subject to shareholder approval as required under AIM
Rules. Shareholder approval was subsequently obtained at a Kibo EGM
on 11 October 2024 from which date the Company was considered an
AIM Rule 15 cash shell. As a cash shell, it was noted that the
Company had six months from 11 October 2024 to undertake a Reverse
Takeover or otherwise will be suspended, after which it will have a
further six months to complete a Reverse Takeover or otherwise be
cancelled from trading on AIM.
o On
the 30th of September the Group disposed of its retained investment
in associate of Mast Energy Developments plc for an amount of
£120,074 being their market value on the London Stock Exchange
calculated at £0.001443 per MED share calculated as the volume
weighted average price per share on 27 September 2024, to RiverFort
Global Opportunities PCC Limited ("RiverFort"), a 3.25%
shareholder, to provide for partial settlement of the current
outstanding balance on an existing loan (the "RiverFort Loan") of
£462,871 (including interest and fees pursuant to the
agreement) (the "MED Share
Sale").
o On 3
December 2024, the Company announced that it had terminated the
Term Sheet by mutual consent with ESTGI AG and secured a loan
facility for up to £500,000 from Aria (the "Aria Facility") to
provide the Company with working capital until its able to identify
and complete a Reverse Takeover transaction. The Company noted that
it had taken this decision as it believed that it does not have
sufficient time to secure all relevant information in a timely
manner necessary to complete the ESTGI AG reverse takeover
particularly noting the Company will have been suspended for 6
months on 31 December 2024. The Company noted that it will now
focus on completing and publishing its audited accounts to 31
December 2023 and interim accounts to 30 June 2024 before 31
December 2024 to enable the Company's current suspension from
trading on AIM to be lifted. Following resumption of trading, the
Company noted that it will seek an alternative project portfolio to
proceed with a revised transaction (the "Revised Transaction") and
that it is already evaluating a number of project acquisition
opportunities.
o The
Company signed a Deed of Amendment to the terms of its outstanding
loan facility with River Global Opportunities PCC limited (the
"RiverFort Loan"). The terms of the RiverFort Loan required
RiverFort's consent for the Company to enter into another loan
facility with Aria Capital Management as announced on 3 December
2024.
o These measures summarised above amount to a business re-set
for the Company where it intends to move ahead under the
stewardship of the reconstituted board by transitioning Kibo to a
broader based energy company.
Disposal of investment in Kibo
Mining (Cyprus) Limited
o The
Group disposed of its interest in Kibo Mining (Cyprus) Limited
(KMCL) and its subsidiaries on 16 September 2024 for £Nil; the
disposal did not include MED which contributed £1,902,936 of the
carrying value of KMCL of £2,210,661 as at 31 December 2024. The
disposal of the remaining carrying value of £307,725, represented
by the investment in Shumba, will result in a loss on disposal of
£307,725 of Kibo for the year 2024.
o The
disposals above came about after the restructuring process
initiated in the 2024 year.
Chairman's
Statement
We are pleased to present our
Interim Report for the six months ending 30 June
2024.
During the first half of 2024, Kibo
Energy plc (Kibo' or the 'Company') continued its commitment to its
strategy to acquire and develop a portfolio of sustainable,
renewable energy assets, whilst focusing on solutions to deal with
its outstanding loan and creditor repayment obligations.
Kibo Business Recovery
Plan
In recognition of the risk
profile of its assets, the Board of the Company, following
extensive consultation with the Company's lenders, advisors,
potential investors and other stakeholders decided to implement an
extensive restructuring and repositioning plan (the Kibo Business
Recovery Plan or "KBRP") during the first half of 2024 which
focused on transitioning Kibo to a broader based energy company,
looking at new business opportunities whilst deleveraging the
Company's balance sheet.
The KBRP provided for the
reconstitution of the Board with the appointment of new directors
with the vision, experience and access to projects and finance and
to broaden the Company's focus to new business opportunities within
the broader energy sector. The new members of the reconstituted
board comprise myself, appointed non-executive Chairman and Cobus
van der Merwe (former Chief Financial Officer), appointed as
Interim CEO, with both appointments to the board made in July 2024.
Louis Coetzee, the Company's former CEO who retired from the board
in July 2024, is also making himself available to the Company in a
board advisory role on a temporary basis to assist with new project
acquisitions.
Additionally, the KBRP provided for
a part disposal and restructuring of the Company's loan debt and
agreement for part conversion of trade creditor debt to equity.
Despite some setbacks along the way these tasks were significantly
advanced with the support of a £350,000 placing subscription from a
private investor (refer Company RNS announcement of 27 June
2024).
Disposal of Company
Assets
During 2024, the Company divested of
most of its assets and became an AIM Rule 15 cash shell on 11
October 2024. This followed the sale of its wholly owned Cyprus
subsidiary, Kibo Mining (Cyprus) Limited ("KMCL"), the holding
company for its African projects to Aria Capital Management Limited
(the "KMCL Disposal"). KMCL contains the legacy coal assets and the
Company's waste-to-energy and biofuel projects in sub-Saharan
Africa. The Company also disposed of its remaining 19.52% in LSE
listed UK Reserve Power operator and development company, Mast
Energy Developments PLC (the "MED Disposal").
Southport Project
In the UK, the Southport project,
which includes c. 5.5 million m3 bio-methane production and a 10 MW generation capacity is
temporarily delayed, pending the ongoing dispute with the vendor in
respect of the Company's investment in Shankley Biogas Limited, as
disclosed in the audited consolidated financial statements of the
Company for the year ended 31 December 2022 and interim results for
the six months ending 30 June 2023. The Company is in settlement
negotiations with the vendor and is confident that the ongoing
dispute will be settled, which may include cancelling the
transaction. The carrying values of the investment in Shankley and
its associated assets and liabilities, as included in the Group and
Company Balance Sheet as at 31 December 2023, remained unchanged
for the six months to 30 June 2024.
Corporate
As shareholders are aware, the
Company remains suspended from trading on AIM from 1 July 2024 as
it was unable to prepare and publish its audited 2023 financial
accounts by this date due to the financial challenges it was
experiencing. I am pleased that the Company now expects the AIM
trading suspension to be lifted coincident with the publication of
these HY24 Interim Results for the six months ending 30 June
2024.
Conclusion
As the new non-executive Chairman of
Kibo I am looking forward to guiding and working with the rest of
the board as we strive to fully execute the KBRP to re-launch the
Company and take it forward by securing a new portfolio of assets
as part of a Reverse Takeover transaction.
As we approach the end of 2024, I
would like to acknowledge the unwavering support and commitment of
our Board, management and staff, shareholders and other
stakeholders as we embark on a new journey together to re-launch
the Company.
Clive Roberts
Chairman
Date: 23 December
2024
Unaudited Interim Results for the six
months ended 30 June 2024
Unaudited Condensed
Consolidated Interim Statement of Comprehensive
Income
For the six months ended 30
June 2024
|
|
|
6 months to
|
6 months to
|
12 months
to
|
|
|
|
30 June
|
30 June
|
31 December
|
|
|
Note
|
2024
|
2023
|
2023
|
|
|
|
(Unaudited)
|
(Unaudited)
|
(Audited)
|
|
|
|
£
|
£
|
£
|
|
|
|
|
|
|
|
Revenue
|
14
|
176,697
|
198,438
|
341,207
|
|
Cost of sales
|
|
(74,782)
|
(125,008)
|
(223,838)
|
|
Gross profit/loss
|
|
101,915
|
73,430
|
117,369
|
|
Administrative expenses
|
|
(584,668)
|
(1,318,959)
|
(2,164,670)
|
|
Reversal of impairment /
(impairments) of non-current assets
|
9
|
(15,315)
|
4,052,331
|
(2,289,372)
|
|
Profit on disposal of non-current
asset
|
|
334,351
|
-
|
-
|
|
Fair value adjustments
|
10&13
|
-
|
(4,153,309)
|
-
|
|
Listing and capital raising
fees
|
|
(237,436)
|
(297,114)
|
(855,323)
|
|
Project and exploration
expenditure
|
|
(163,169)
|
(268,347)
|
(326,093)
|
|
Operating Loss
|
|
(564,322)
|
(1,911,968)
|
(5,518,089)
|
|
Finance costs
|
|
(60,765)
|
(69,396)
|
(205,646)
|
|
Investment and other
income
|
|
7,852
|
145,552
|
105,734
|
|
Share of gain / (loss) from
associate
|
|
(18,993)
|
7,164
|
(97,340)
|
|
Loss before Tax
|
|
(636,228)
|
(1,828,648)
|
(5,715,341)
|
|
Tax
|
|
-
|
-
|
|
|
Loss for the period
|
|
(636,228)
|
(1,828,648)
|
(5,715,341)
|
|
|
|
|
|
|
|
Other comprehensive income:
|
|
|
|
|
|
Exchange differences on translating
of foreign operations, net of taxes
|
|
259,036
|
148,114
|
582,508
|
|
Total Comprehensive Loss for the Period
|
|
(377,192)
|
(1,680,534)
|
(5,132,833)
|
|
|
|
|
|
|
|
Loss for the period attributable to
|
|
(636,228)
|
(1,828,648)
|
(5,715,341)
|
|
Owners of the parent
|
|
(381,799)
|
(1,487,876)
|
(3,854,280)
|
|
Non-controlling interest
|
|
(254,429)
|
(340,772)
|
(1,861,061)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive loss attributable to
|
|
(377,192)
|
(1,680,534)
|
(5,132,833)
|
|
Owners of the parent
|
|
(122,020)
|
(1,339,762)
|
(3,277,967)
|
|
Non-controlling interest
|
|
(255,172))
|
(340,772)
|
(1,854,866)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic loss per share
|
4
|
(0.0001)
|
(0.0004)
|
(0.001)
|
|
Dilutive loss per share
|
4
|
(0.0001)
|
(0.0004)
|
(0.001)
|
|
|
|
|
|
|
Unaudited Condensed
Consolidated Interim Statement of Financial
Position
As at 30 June 2024
|
|
Note
|
30 June
|
30 June
|
31 December
|
|
|
|
2024
|
2023
|
2023
|
|
|
|
(Unaudited)
|
(Unaudited)
|
(Audited)
|
|
|
|
£
|
£
|
£
|
|
Assets
|
|
|
|
|
|
Non-current assets
|
|
|
|
|
|
Property, plant and
equipment
|
7
|
940,550
|
3,395,543
|
3,021,547
|
|
Intangible assets
|
8
|
-
|
2,652,533
|
397,779
|
|
Investment in associates
|
9
|
116,946
|
-
|
124,982
|
|
Other financial assets
|
10
|
414,868
|
86,524
|
307,725
|
|
Total non-current assets
|
|
1,471,914
|
6,134,600
|
3,852,033
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
Trade and other
receivables
|
|
262,709
|
150,199
|
242,272
|
|
Cash and cash equivalents
|
|
9,671
|
21,961
|
64,057
|
|
Total current assets
|
|
272,380
|
172,160
|
306,329
|
|
|
|
|
|
|
|
Total assets
|
|
1,744,294
|
6,306,760
|
4,158,362
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
Called up share capital
|
5
|
21,990,997
|
21,790,989
|
21,790,988
|
|
Share premium
|
5
|
45,956,993
|
45,816,001
|
45,816,001
|
|
Translation reserve
|
|
742,099
|
54,121
|
482,320
|
|
Share capital reserve
|
|
68,250
|
68,250
|
68,250
|
|
Share based payment
reserve
|
|
93,848
|
78,049
|
-
|
|
Retained deficit
|
|
(70,926,740)
|
(67,807,018)
|
(70,557,426)
|
|
Attributable to equity holders of the parent
|
|
(2,074,553)
|
392
|
(2,399,867)
|
|
Non-controlling interest
|
|
(12,449)
|
823,446
|
255,208
|
|
Total Equity
|
|
(2,087,002)
|
823,838
|
(2,144,659)
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
Non-current liabilities
|
|
|
|
|
|
Lease liability
|
12
|
-
|
292,826
|
405,390
|
|
Borrowings
|
11
|
-
|
1,808,607
|
-
|
|
Other financial
liabilities
|
|
-
|
-
|
444,365
|
|
Total non-current liabilities
|
|
-
|
2,101,433
|
849,755
|
|
Current liabilities
|
|
|
|
|
|
Borrowings
|
11
|
618,658
|
307,559
|
1,217,913
|
|
Lease liability
|
12
|
-
|
8,485
|
4,205
|
|
Other financial
liabilities
|
11
|
-
|
-
|
318,925
|
|
Trade and other payables
|
|
3,212,638
|
3,065,445
|
3,912,223
|
|
Total current liabilities
|
|
3,831,296
|
3,381,489
|
5,453,266
|
|
Total liabilities
|
|
3,831,296
|
5,482,922
|
6,303,021
|
|
|
|
|
|
|
|
Total equity and liabilities
|
|
1,744,294
|
6,306,760
|
4,158,362
|
Unaudited Condensed Interim
Consolidated Statement of Changes in Equity
|
|
Share
Capital
|
Share
Premium
|
Share based payment reserve
|
Share capital reserve
|
Translation reserve
|
Retained deficit
|
Non-controlling interest
|
Total
|
|
|
£
|
£
|
£
|
£
|
£
|
£
|
£
|
£
|
|
Balance at 1 January 2024 (unaudited)
|
21,790,988
|
45,816,001
|
-
|
68,250
|
482,320
|
(70,557,426)
|
255,208
|
(2,144,659)
|
|
Loss for the period
|
-
|
-
|
-
|
-
|
|
(381,799)
|
(254,429)
|
(636,228)
|
|
Other comprehensive income -
exchange differences
|
-
|
-
|
-
|
-
|
259,779
|
-
|
(743)
|
259,036
|
|
Change in ownership - Mast Energy
Developments
|
-
|
-
|
-
|
-
|
-
|
(704,548)
|
704,548
|
-
|
|
Loss of control of
subsidiaries
|
-
|
-
|
-
|
-
|
-
|
717,033
|
(717,033)
|
-
|
|
Warrants issued
|
-
|
-
|
93,848
|
-
|
-
|
-
|
-
|
93,848
|
|
Shares issued in partial settlement
of convertible loan notes
|
43,073
|
117,928
|
-
|
-
|
-
|
-
|
-
|
161,001
|
|
Shares issued to settle amounts
payable
|
6,936
|
23,064
|
-
|
-
|
-
|
-
|
-
|
30,000
|
|
Shares issued
|
150,000
|
-
|
-
|
-
|
-
|
-
|
-
|
150,000
|
|
Balance as at 30 June 2024 (unaudited)
|
21,990,997
|
45,956,993
|
93,848
|
68,250
|
748,294
|
(70,926,740)
|
(12,449)
|
(2,087,002)
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 1 January 2023 (unaudited)
|
21,140,481
|
45,516,081
|
73,469
|
-
|
(93,993)
|
(66,319,142)
|
1,164,218
|
1,481,114
|
|
Loss for the period
|
-
|
-
|
-
|
-
|
-
|
(1,487,876)
|
(340,772)
|
(1,828,648)
|
|
Other comprehensive income -
exchange differences
|
-
|
-
|
-
|
-
|
148,114
|
-
|
-
|
148,114
|
|
Warrants irrevocably exercised and
unpaid
|
-
|
-
|
-
|
68,250
|
-
|
-
|
-
|
68,250
|
|
Warrants exercised
|
-
|
-
|
(7,995)
|
-
|
-
|
-
|
-
|
(7,995)
|
|
Warrants repriced
|
-
|
-
|
(45,850)
|
-
|
-
|
-
|
-
|
(45,850)
|
|
Issue of share warrants
|
-
|
-
|
58,425
|
-
|
-
|
-
|
-
|
58,425
|
|
Issue of share capital
|
650,508
|
299,920
|
-
|
-
|
-
|
-
|
-
|
950,428
|
|
Balance as at 30 June 2023 (unaudited)
|
21,790,989
|
45,816,001
|
78,049
|
-
|
54,121
|
(67,807,018)
|
823,446
|
823,838
|
|
|
|
|
|
|
|
|
|
|
|
Balance as at 1 January 2023 (audited)
|
21,140,481
|
45,516,081
|
73,469
|
68,250
|
(93,993)
|
(66,319,142)
|
1,164,218
|
1,481,114
|
|
Loss for the year
|
-
|
-
|
-
|
-
|
-
|
(3,854,280)
|
(1,861,061)
|
(5,715,341)
|
|
Other comprehensive income- exchange
differences
|
-
|
-
|
-
|
-
|
576,313
|
-
|
6,195
|
582,508
|
|
Change in shareholding without loss
of control
|
-
|
-
|
-
|
-
|
-
|
(483,786)
|
483,786
|
-
|
|
Shares issued
|
650,507
|
299,920
|
-
|
-
|
-
|
-
|
-
|
950,427
|
|
Outstanding warrants
repriced
|
-
|
-
|
(45,850)
|
-
|
-
|
45,850
|
-
|
-
|
|
Directors loan repayable in
shares
|
-
|
-
|
-
|
-
|
-
|
-
|
81,329
|
81,329
|
|
Warrants issued by Mast Energy
Development PLC
|
-
|
-
|
-
|
-
|
-
|
-
|
380,741
|
380,741
|
|
Warrants issued by Kibo Energy PLC
which were exercised during the year pending settlement
|
-
|
-
|
-
|
68,250
|
-
|
-
|
-
|
68,250
|
|
Warrants issued by Kibo Energy PLC
which were exercised during the year
|
-
|
-
|
(10,178)
|
-
|
-
|
10,178
|
-
|
-
|
|
Warrants expired during the
year
|
-
|
-
|
(17,441)
|
-
|
-
|
43,754
|
-
|
26,313
|
|
Balance as at 31 December 2023 (audited)
|
21,790,988
|
45,816,001
|
-
|
68,250
|
482,320
|
(70,557,426)
|
255,208
|
(2,144,659)
|
|
Notes
|
5
|
5
|
|
|
|
|
|
|
Unaudited Condensed
Consolidated Interim Statement of Cash Flow
For the six months ended 30
June 2024
|
|
6 months to
|
6 months to
|
12 months
to
|
|
|
30 June
|
30 June
|
31 December
|
|
|
2024
|
2023
|
2023
|
|
|
(Unaudited)
|
(Unaudited)
|
(Audited)
|
|
|
£
|
£
|
£
|
|
|
|
|
|
|
Loss for the period before taxation
|
(636,228)
|
(1,828,648)
|
(5,715,341)
|
|
Adjusted for:
|
|
|
|
|
(Reversal of) / Impairment of
associates
|
15,315
|
(4,052,331)
|
(429,102)
|
|
Amounts due settled other than in
cash
|
-
|
628,326
|
-
|
|
Costs incurred in loan
reprofiling
|
-
|
146,609
|
195,559
|
|
Depreciation on property, plant, and
equipment
|
26,375
|
45,784
|
75,023
|
|
Expenses settled through share
issue
|
30,000
|
-
|
19,635
|
|
(Losses)/Gains on revaluations of
derivatives
|
-
|
86,557
|
86,558
|
|
Fair value adjustments - Other
financial assets
|
-
|
4,066,752
|
-
|
|
Impairment of intangible
assets
|
-
|
-
|
2,258,774
|
|
Impairment of property, plant and
equipment
|
-
|
-
|
459,700
|
|
(Gain)/Loss from equity accounted
associate
|
18,993
|
(7,164)
|
97,340
|
|
Interest accrued
|
60,765
|
69,396
|
204,128
|
|
Profit on disposal of non-current
assets
|
(334,351)
|
-
|
(6,424)
|
|
Warrants and options
issued
|
93,848
|
58,425
|
422,100
|
|
Other non-cashflow items
|
-
|
83,421
|
3,698
|
|
Operating income before working capital
changes
|
(725,283)
|
(702,873)
|
(2,328,352)
|
|
Decrease in trade and other
receivables
|
(20,437)
|
77,024
|
(15,049)
|
|
Increase in trade and other
payables
|
(699,585)
|
670,355
|
1,517,133
|
|
Working capital derecognised upon
loss of control
|
532,953
|
-
|
-
|
|
Net
cash outflows from operating activities
|
(912,352)
|
44,506
|
(826,268)
|
|
|
|
|
|
|
Cash flows from financing activities
|
|
|
|
|
Proceeds from loans and
borrowings
|
1,627,107
|
-
|
85,800
|
|
Repayment of loans and
borrowings
|
(343,287)
|
(100,000)
|
(466,870)
|
|
Proceeds from issue of share capital
net of costs
|
150,000
|
85,800
|
-
|
|
Repayment of lease
liabilities
|
(16,433)
|
(24,115)
|
(39,292)
|
|
Proceeds from director's
loan
|
-
|
-
|
81,329
|
|
Proceeds from disposal of interests
in subsidiaries to non-controlling interest without loss of
control
|
140,863
|
|
482,966
|
|
Net
cash proceeds from financing activities
|
1,558,250
|
(38,315)
|
143,933
|
|
|
|
|
|
|
Cash flows from investing activities
|
|
|
|
|
Disposal of investments
|
70,000
|
-
|
-
|
|
Purchase of property, plant and
equipment
|
(777,332)
|
-
|
-
|
|
Cash forfeited on disposal of
interests in subsidiaries
|
(251,988)
|
|
|
|
Net
cash used in investing activities
|
(959,320)
|
-
|
482,966
|
|
|
|
|
|
|
Net
movement in cash and cash equivalents
|
(313,422)
|
6,191
|
(682,335)
|
|
Cash and cash equivalents at
beginning of period
|
64,057
|
163,884
|
163,884
|
|
Exchange movements
|
259,036
|
(148,114)
|
582,508
|
|
Cash and cash equivalents at end of period
|
9,671
|
21,961
|
64,057
|
Notes to the unaudited
condensed consolidated interim financial
statements
For the six months ended 30
June 2024
1.
General information
Kibo Energy PLC is a public company
incorporated in Ireland. The condensed consolidated interim
financial results consolidate those of the Company and its
subsidiaries (together referred to as the "Group"). The Company's
shares are listed on the AIM Market ("AIM") of the London Stock
Exchange and the Alternative Exchange ("AltX") of the Johannesburg
Stock Exchange ("JSE") Limited. The principal activities of the
Company and its subsidiaries are related to the development of
renewable energy projects in Southern Africa and the United
Kingdom.
2.
Statement of Compliance and Basis of Preparation
The unaudited condensed
consolidated interim financial results are for the six months ended
30 June 2024, and have been prepared using the same accounting
policies as those applied by the Group in its December 2023
consolidated annual financial statements, which are in accordance
with the framework concepts and the recognition and measurement
criteria of the International Financial Reporting Standards and
Financial Reporting Pronouncements as issued by the Financial
Reporting Standards Council issued by the International Accounting
Standards Board ("IASB"), including the SAICA Financial Reporting
Guides as issued by the Accounting Practices Committee, IAS 34 -
Interim Financial Reporting, the Listings Requirements of the JSE
Limited, the AIM rules of the London Stock Exchange and the Irish
Companies Act 2014.
These condensed consolidated
interim financial statements do not include all the notes presented
in a complete set of consolidated annual financial statements, as
only selected explanatory notes are included to explain key events
and transactions that are significant to obtaining an understanding
of the changes throughout the financial period, accordingly the
report must be read in conjunction with the annual report for the
year ended 31 December 2023.
The comparative amounts in the
consolidated financial results include extracts from the
consolidated annual financial statements for the period ended 31
December 2023.
These condensed consolidated
interim financial statements have been prepared on the going
concern basis which contemplates the continuity of normal business
activities and the realisation of assets and the settlement of
liabilities in the normal course of business. In performing the
going concern assessment, the Board considered various factors,
including the availability of cash and cash equivalents; data
relating to working capital requirements for the foreseeable
future; cash-flows from operational commencement, available
information about the future, the possible outcomes of planned
events, changes in future conditions, the current global economic
environment and the responses to such events and conditions that
would be available to the Board. Refer to note 19 for the board's
assessment in this regard.
These extracts do not constitute
statutory accounts in accordance with the Irish Companies Acts
2014. All monetary information is presented in the presentation
currency of the Company being Pound Sterling. The Group's principal
accounting policies and assumptions have been applied consistently
over the current and prior comparative financial period.
3.
Use of estimates and judgements
Preparing the condensed
consolidated interim financial statements requires management to
make judgements, estimates and assumptions that affect the
application of accounting policies and the reported amounts of
assets and liabilities, income and expenses. Actual results may
differ from these estimates.
In preparing these condensed
consolidated interim financial statements, significant judgements
made by management in applying the Group's accounting policies and
the key sources of estimation uncertainty were the same as those
applied to the consolidated financial statements as at and for the
year ended 31 December 2023.
4.
Loss per share
Basic, dilutive and headline loss
per share for the six months ended 30 June 2024 are as
follows:
|
|
6 months to
|
6 months to
|
12 months
to
|
|
|
30 June
|
30 June
|
31 December
|
|
|
2024
|
2023
|
2023
|
|
|
£
|
£
|
£
|
|
Loss for the year attributable to
equity holders of the parent
|
(381,799)
|
(1,487,876)
|
(3,854,280)
|
|
|
|
|
|
|
Weighted average number of ordinary
shares for the purposes of basic and dilutive loss per
share
|
5,247,904,976
|
3,568,946,718
|
3,568,946,718
|
|
|
|
|
|
|
Basic loss per share
|
(0.0001)
|
(0.0004)
|
(0.0011)
|
|
Dilutive loss per share
|
(0.0001)
|
(0.0004)
|
(0.0011)
|
|
|
|
|
|
|
|
|
|
|
|
|
6 months to
|
6 months to
|
12 months
to
|
|
Reconciliation of Headline loss per share
|
30 June
|
30 June
|
31 December
|
|
|
2024
|
2023
|
2023
|
|
|
£
|
£
|
£
|
|
|
|
|
|
|
Loss for the year attributable to
equity holders of the parent
|
(381,799)
|
(1,487,876)
|
(3,854,280)
|
|
Adjusted for:
|
|
|
|
|
Profit on sale of non-current
asset
|
(334,351)
|
-
|
(6,424)
|
|
Impairment of property, plant and
equipment
|
-
|
-
|
459,700
|
|
Impairment of intangible
assets
|
-
|
-
|
2,258,774
|
|
Impairment/(Reversal of impairment)
of associates
|
15,315
|
(4,052,331)
|
(429,102)
|
|
Headline loss per share
|
(700,835)
|
(5,540,207)
|
(1,571,332)
|
|
|
|
|
|
|
Weighted average number of ordinary
shares for the purposes of headline loss per share
|
5,247,904,976
|
3,568,946,718
|
3,568,946,718
|
|
|
|
|
|
|
Headline loss per share
|
(0.0001)
|
(0.0016)
|
(0.0004)
|
Headline earnings per share (HEPS)
is calculated using the weighted average number of ordinary shares
in issue during the period and is based on the earnings
attributable to ordinary shareholders, after excluding those items
as required by Circular 1/2022 issued by the South African
Institute of Chartered Accountants (SAICA).
5.
Called up share capital and share premium
Authorised ordinary share capital
of the company is 10,000,000,000 ordinary shares of
€0.0001 each.
Authorised deferred shares of the
company are 1,000,000,000 of €0.014, 3,000,000,000 of
€0.009 and 5,000,000,000
of €0.0009
respectively.
The authorised share capital,
reduction in nominal value of the ordinary shares and authorised
deferred shares noted above were approved by shareholders at an EGM
of the Company held on 2 June 2023.
Detail of issued capital is as
follows:
|
|
|
|
|
|
|
|
|
Number of
Ordinary
|
Share
Capital
|
Deferred
Share
|
Called Up
Share
|
Share
Premium
|
|
|
Shares
|
|
Capital
|
Capital
|
|
|
|
|
£
|
£
|
£
|
£
|
|
Balance at 1 January 2023
|
3,039,197,458
|
1,934,598
|
19,205,882
|
21,140,481
|
45,516,081
|
|
|
|
|
|
|
|
|
Shares issued in period
|
740,669,225
|
650,508
|
-
|
650,508
|
299,920
|
|
Capital reorganisation
|
-
|
(2,326,595)
|
2,326,595
|
-
|
-
|
|
|
|
|
|
|
|
|
Balance at 30 June 2023
|
3,779,866,683
|
258,511
|
21,534,477
|
21,790,989
|
45,816,001
|
|
|
|
|
|
|
|
|
Shares issued in period
|
-
|
-
|
-
|
-
|
-
|
|
|
|
|
|
|
|
|
Balance at 31 December 2023
|
3,779,866,683
|
258,511
|
21,534,477
|
21,792,988
|
45,816,001
|
|
|
|
|
|
|
|
|
Shares issued in period
|
2,366,795,367
|
200,009
|
-
|
200,009
|
140,992
|
|
|
|
|
|
|
|
|
Balance at 30 June 2024
|
6,146,662,050
|
458,520
|
21,534,477
|
21,990,997
|
45,956,993
|
|
|
|
|
|
|
|
The company issued the following
ordinary shares during the period, with regard to key
transactions:
-
500,000,000 new Kibo Shares were issued on 11
January 2024 of €0.0001 each at a deemed issue price of £0.00032 per share to
partial settlement of convertible loan notes;
-
81,081,081 new Kibo Shares were issued on 5 March
2024 of €0.0001
each at a deemed issue price of £0.0037 in partial settlement of
convertible loan notes;
-
1,785,714,286 new Kibo Shares were issued on 27
June 2024 of €0.0001 each at a deemed issue price of £0.00008 for share
subscriptions;
-
The company issued the following
warrants during the period, with regard to key
transactions:
-
1,262,300,283 new Kibo warrants were issued on 9
February 2024 at an exercise price of £0.000084 per warrant and was
valued at £60,719;
-
404,825,496 new Kibo warrants were issued on 9
February 2024 at an exercise price of £0.0001 per warrant and was
valued at £18,426;
-
357,274,625 new Kibo warrants were issued on 9
February 2024 at an exercise price of £0.0002 per warrant and was
valued at £14,703;
6.
Segment analysis
IFRS 8 requires an entity to report
financial and descriptive information about its reportable
segments, which are operating segments or aggregations of operating
segments that meet specific criteria. Operating segments are
components of an entity about which separate financial information
is available that is evaluated regularly by the chief operating
decision-maker.
The Chief Executive Officer is the
chief operating decision maker of the Group.
Management currently identifies
individual projects as operating segments. These operating segments
are monitored, and strategic decisions are made based upon their
individual nature, together with other non-financial data collated
from project and exploration activities. Principal activities for
these operating segments are as follows:
|
30
June 2024
|
|
|
|
|
|
|
|
|
|
|
ADV001 Hindlip
Lane
|
ARL018 Stather
Road
|
Bordersley
Power
|
Pyebridge
Power
|
Rochdale
Power
|
Sustinery
Energy
|
Corporate
Group
|
30 June 2023
Group
|
|
|
£
|
£
|
£
|
£
|
£
|
£
|
£
|
£
|
|
Revenue
|
-
|
-
|
-
|
176,697
|
-
|
-
|
-
|
176,697
|
|
Cost of sales
|
-
|
-
|
-
|
(74,782)
|
-
|
-
|
-
|
(74,782)
|
|
Administrative and other
costs
|
(2,365)
|
(1,070)
|
(1,596)
|
(34,301)
|
(1,656)
|
(160)
|
(517,145)
|
(558,293)
|
|
Depreciation
|
-
|
-
|
-
|
(25,556)
|
-
|
-
|
(819)
|
(26,375)
|
|
Impairment and fair value
adjustments
|
|
|
|
|
|
|
(15,315)
|
(15,315)
|
|
Gain on disposal of non-current
assets
|
|
|
|
|
|
|
334,351
|
334,351
|
|
Loss from equity accounted
investment
|
|
|
|
|
|
|
(18,993)
|
(18,993)
|
|
Investment and other
income
|
|
|
|
|
|
|
7,852
|
7,852
|
|
Listing and capital raising
fees
|
|
|
|
|
|
|
(237,436)
|
(237,436)
|
|
Project expenditure
|
(12,107)
|
(1,686)
|
(2,505)
|
(115,945)
|
(3,556)
|
-
|
(27,370)
|
(163,169)
|
|
Reversal of impairment /
(impairments) of non-current assets
|
|
|
|
|
|
|
|
|
|
Finance costs
|
(2,764)
|
-
|
(13,956)
|
(4)
|
-
|
(5)
|
(44,036)
|
(60,765)
|
|
(Loss) / profit after tax
|
(17,236)
|
(2,756)
|
(18,057)
|
(73,891)
|
(5,212)
|
(165)
|
(518,911)
|
(636,228)
|
|
|
|
|
|
|
|
|
|
|
|
30
June 2023
|
|
|
|
|
|
|
|
|
|
|
|
|
Bordersley
Power
|
Pyebridge
Power
|
Rochdale
Power
|
Sustinery
Energy
|
Corporate
Group
|
30 June 2023
Group
|
|
|
|
|
£
|
£
|
£
|
£
|
£
|
£
|
|
Revenue
|
|
|
-
|
198,438
|
-
|
-
|
-
|
198,438
|
|
Cost of sales
|
|
|
-
|
(125,008)
|
-
|
-
|
-
|
(125,008)
|
|
Administrative and other
costs
|
|
|
(4,828)
|
(20,280)
|
(4,968)
|
(12,795)
|
(1,276,088)
|
(1,318,959)
|
|
Fair value adjustments
|
|
|
-
|
-
|
-
|
-
|
(4,153,309)
|
(4,153,309)
|
|
Finance cost
|
|
|
(24,231)
|
-
|
-
|
-
|
(45,165)
|
(69,396)
|
|
Gain from equity accounted
investment
|
|
|
-
|
-
|
-
|
-
|
7,164
|
7,164
|
|
Investment and other
income
|
|
|
1,117
|
126,933
|
-
|
3
|
17,499
|
145,552
|
|
Listing and capital raising
fees
|
|
|
-
|
-
|
-
|
-
|
(297,114)
|
(297,114)
|
|
Project expenditure
|
|
|
(18,257)
|
(161,752)
|
(14,926)
|
-
|
(73,412)
|
(268,347)
|
|
Reversal of impairment /
(impairments) of non-current assets
|
|
|
-
|
-
|
-
|
-
|
4,052,331
|
4,052,331
|
|
|
|
|
|
|
|
|
|
|
|
Loss
after tax
|
|
|
(46,199)
|
18,331
|
(19,894)
|
(12,792)
|
(1,768,094)
|
(1,828,648)
|
|
|
|
|
|
|
|
|
|
|
|
30
June 2024
|
ADV001 Hindlip
Lane
|
ARL018 Stather
Road
|
Bordersley
Power
|
Pyebridge
Power
|
Rochdale
Power
|
Sustinery
Energy
|
Corporate
Group
|
30 June 2023 (£)
Group
|
|
|
£
|
£
|
£
|
£
|
£
|
£
|
£
|
£
|
|
Segment assets
|
-
|
-
|
-
|
-
|
-
|
260,484
|
1,483,810
|
1,744,294
|
|
|
|
|
|
|
|
|
|
|
|
Segment liabilities
|
-
|
-
|
-
|
-
|
-
|
(260,484)
|
(3,570,812)
|
(3,831,296)
|
|
|
|
|
|
|
|
|
|
|
|
30
June 2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment assets
|
-
|
-
|
286,958
|
2,050,929
|
92,808
|
253,821
|
3,622,244
|
6,306,760
|
|
|
|
|
|
|
|
|
|
|
|
Segment liabilities
|
-
|
-
|
(258,806)
|
(145,668)
|
(25,731)
|
(46,615)
|
(5,006,102)
|
(5,482,922)
|
7.
Property, plant and equipment
|
|
Land
|
Right of Use
Asset
|
Motor
Vehicles
|
Office
Equipment
|
Computer
Equipment
|
Plant &
Machinery
|
Assets
under
construction
|
Total
|
|
|
£
|
£
|
£
|
£
|
£
|
£
|
£
|
£
|
|
Opening balance of Cost at 1 January 2024
|
602,500
|
418,157
|
-
|
-
|
7,527
|
1,545,370
|
1,066,464
|
3,640,018
|
|
|
-
|
-
|
-
|
-
|
-
|
777,332
|
-
|
777,332
|
|
Derecognition
|
(602,500)
|
(418,157)
|
|
|
(6,262)
|
(2,322,702)
|
(126,800)
|
(3,476,421)
|
|
Closing balance of Cost at 30 June 2024
|
-
|
-
|
-
|
-
|
1,265
|
-
|
939,664
|
940,929
|
|
|
|
|
|
|
|
|
|
|
|
Opening balance of Accumulated Depreciation at 1 January
2024
|
-
|
(418,157)
|
-
|
-
|
(4,087)
|
(117,877)
|
(78,350)
|
(618,471)
|
|
Depreciation
|
-
|
-
|
-
|
-
|
(126)
|
(26,249)
|
-
|
(26,375)
|
|
Derecognition
|
-
|
418,157
|
-
|
-
|
3,834
|
144,126
|
78,350
|
644,467
|
|
Closing balance of Accumulated Depreciation at 30 June
2024
|
-
|
-
|
-
|
-
|
(379)
|
-
|
-
|
(379)
|
|
|
|
|
|
|
|
|
|
|
|
Carrying value at 30 June 2024
|
-
|
-
|
-
|
-
|
886
|
-
|
939,664
|
940,550
|
|
|
|
|
|
|
|
|
|
|
|
Opening balance of Cost at 1 January 2023
|
602,500
|
355,883
|
16,323
|
1,559
|
8,228
|
2,610,849
|
-
|
3,595,342
|
|
Modification to lease
|
-
|
(52,664)
|
-
|
-
|
-
|
-
|
-
|
(52,664)
|
|
Forex movement
|
-
|
-
|
1,121
|
1,193
|
(3,462)
|
(5,756)
|
-
|
(6,904)
|
|
Closing balance of Cost at 30 June 2023
|
602,500
|
303,219
|
17,444
|
2,752
|
4,766
|
2,605,093
|
-
|
3,535,774
|
|
|
|
|
|
|
|
|
|
|
|
Opening balance of Accumulated Depreciation at 1 January
2023
|
-
|
(22,358)
|
(16,323)
|
(1,024)
|
(2,266)
|
(59,373)
|
-
|
(101,344)
|
|
Depreciation
|
-
|
(5,173)
|
-
|
-
|
(794)
|
(39,817)
|
-
|
(45,784)
|
|
Forex movement
|
-
|
-
|
(1,121)
|
(238)
|
1,515
|
6,741
|
-
|
6,897
|
|
Closing balance of Accumulated Depreciation at 30 June
2023
|
-
|
(27,531)
|
(17,444)
|
(1,262)
|
(1,545)
|
(92,449)
|
-
|
(140,231)
|
|
|
|
|
|
|
|
|
|
|
|
Carrying value at 30 June 2023
|
602,500
|
275,688
|
-
|
1,490
|
3,221
|
2,512,644
|
-
|
3,395,543
|
|
|
|
|
|
|
|
|
|
|
|
Opening balance of Cost at 1 January 2023
|
602,500
|
355,883
|
16,323
|
1,559
|
8,228
|
2,610,849
|
-
|
3,595,342
|
|
Disposals
|
-
|
|
(14,747)
|
(1,559)
|
-
|
-
|
-
|
(16,306)
|
|
Change in lease
|
-
|
62,274
|
-
|
-
|
-
|
-
|
-
|
62,274
|
|
Transfer between classes
|
-
|
-
|
-
|
-
|
-
|
(1,066,464)
|
1,066,464
|
-
|
|
Forex movement
|
-
|
-
|
(1,576)
|
-
|
(701)
|
985
|
-
|
(1,292)
|
|
Closing balance of Cost at 31 December 2023
|
602,500
|
418,157
|
-
|
-
|
7,527
|
1,545,370
|
1,066,464
|
3,640,018
|
|
|
|
|
|
|
|
|
|
|
|
Opening balance of Accumulated Depreciation at 1 January
2023
|
-
|
(22,358)
|
(16,323)
|
(1,024)
|
(2,266)
|
(59,373)
|
-
|
(101,344)
|
|
Disposals
|
-
|
-
|
14,747
|
1,559
|
-
|
-
|
-
|
16,306
|
|
Depreciation
|
-
|
(14,449)
|
|
(228)
|
(1,842)
|
(58,504)
|
-
|
(75,023)
|
|
Forex movement
|
-
|
-
|
1,576
|
(307)
|
21
|
-
|
-
|
1,290
|
|
Impairment
|
-
|
(381,350)
|
-
|
-
|
-
|
-
|
(78,350)
|
(459,700)
|
|
Closing balance of Accumulated Depreciation at 31 December
2023
|
-
|
(418,157)
|
-
|
-
|
(4,087)
|
(117,877)
|
(78,350)
|
(618,471)
|
|
|
|
|
|
|
|
|
|
|
|
Carrying value at 31 December 2023
|
602,500
|
-
|
-
|
-
|
3,440
|
1,427,493
|
988,114
|
3,021,547
|
8.
Intangible assets
|
|
|
|
|
|
Composition of Intangible assets
|
30 June
|
30 June
|
31 December
|
|
|
2024
|
2023
|
2023
|
|
|
£
|
£
|
£
|
|
Carrying value at 1 January
|
397,779
|
2,691,893
|
2,691,893
|
|
Foreign currency gain
|
-
|
(39,360)
|
(35,340)
|
|
Impairments
|
-
|
-
|
(2,258,774)
|
|
Disposal
|
(397,779)
|
|
|
|
Carrying value
|
-
|
2,652,533
|
397,779
|
|
|
|
|
|
|
Carrying value of intangible asset
|
|
|
|
|
ADV001 Hindlip Lane
|
-
|
247,506
|
247,506
|
|
ARL018 Stather Road
|
-
|
91,482
|
-
|
|
Bordesley Power
|
-
|
1,306,422
|
-
|
|
Rochdale Power
|
-
|
150,273
|
150,273
|
|
Shankley Biogas
|
-
|
603,050
|
-
|
|
Sustineri Energy
|
-
|
253,800
|
-
|
|
|
-
|
2,652,533
|
397,779
|
|
|
|
|
|
Intangible assets are not
amortised, due to the indefinite useful life, which is attached to
the underlying prospecting rights, until such time that active
mining operations commence, which will result in the intangible
asset being amortised over the useful life of the relevant mining
licences.
Intangible assets with an
indefinite useful life are assessed for impairment on an annual
basis, against the prospective fair value of the intangible asset.
The valuation of intangible assets with an indefinite useful life
is reassessed on an annual basis through valuation techniques
applicable to the nature of the intangible assets.
During the period all intangibles
assets except Shankley Biogas was disposed of.
9.
Investment in associates
|
|
|
|
|
|
|
30 June
|
30 June
|
31 December
|
|
|
2024
|
2023
|
2023
|
|
|
£
|
£
|
£
|
|
Investments in
associates:
|
|
|
|
|
Katoro Gold plc
|
-
|
|
|
|
Mast Energy Developments
plc
|
116,496
|
|
|
|
|
116,496
|
|
|
|
|
|
|
|
|
Opening balance
|
124,982
|
100,945
|
100,945
|
|
Recognition of investment in
associate
|
128,978
|
-
|
-
|
|
Additions to investment
|
17,843
|
-
|
-
|
|
Reversal of impairment /
(impairment) of Katoro Gold
|
(15,315)
|
4,052,331
|
121,377
|
|
Derecognition of investment in
associate
|
(120,999)
|
(4,153,276)
|
-
|
|
Share of loss for the
period
|
(18,993)
|
-
|
(97,340)
|
|
Foreign exchange loss
|
|
-
|
-
|
|
|
116,496
|
-
|
124,982
|
During the period Katoro Gold plc
(Katoro) issued shares that diluted Kibo's shareholding to below
the threshold of an associate and the associate was derecognised
and a financial asset at fair value through profit and loss
recognised (refer to note 10). MED was recognised as an associate
from 6 June 2024 upon loss of control following shares disposals by
Kibo and the disposal of the payable on demand loan with MED to an
institutional investor.
10. Other financial assets
|
|
Group (£)
|
Group (£)
|
Group (£)
|
|
|
30 June
2024
|
30 June
2023
|
31 December
2023
|
|
|
|
|
|
|
Other financial assets comprise of:
|
|
|
|
|
Shumba Energy Limited
|
293,869
|
-
|
307,725
|
|
Katoro Gold Plc
|
120,999
|
-
|
-
|
|
|
414,868
|
-
|
307,725
|
|
|
|
|
|
|
Impairment allowance for other financial assets
receivable
|
|
|
|
|
Shumba Energy Limited
|
-
|
-
|
-
|
|
|
|
|
|
|
|
|
Group
|
Group
|
|
Reconciliation of movement in other financial
assets
|
|
Katoro Gold
plc
|
Shumba Energy
Limited
|
|
|
|
|
£
|
|
|
|
|
|
|
Carrying value as at 31 December 2023
|
|
-
|
307,725
|
|
Foreign currency movement
|
|
-
|
(13,856)
|
|
Additions
|
|
120,999
|
|
|
Revaluations
|
|
|
(307,725)
|
|
Carrying value as at 30 June 2024
|
|
120,999
|
293,869
|
|
|
|
|
|
|
Fair value hierarchy measurement
|
|
Level 1
|
Level 1
|
The investments in other financial
assets relate to investments in listed entities which do not meet
the requirements of recognition criteria for subsidiaries,
associates or joint arrangements and are held at fair value through
profit or loss.
11. Borrowings and other financial
liabilities
|
|
30 June
2024
|
30 June
2023
|
31 December
2023
|
|
|
£
|
£
|
£
|
|
Amounts due within one
year
|
|
|
|
|
Borrowings
|
618,658
|
307,559
|
1,217,913
|
|
Other financial liabilities -
Convertible loan notes
|
|
|
318,925
|
|
|
|
|
|
|
Amounts due between one year and
five years
|
|
|
|
|
Borrowings
|
-
|
1,808,607
|
-
|
|
Other financial liabilities -
Convertible loan notes
|
|
-
|
444,365
|
|
|
618,658
|
2,116,166
|
1,981,203
|
|
|
|
|
|
|
Borrowings and other financial liabilities consist
of:
|
|
|
|
|
Opening balance:
|
1,981,203
|
-
|
2,451,085
|
|
Proceeds from
convertible loans in MED
|
-
|
-
|
171,931
|
|
Repayment of borrowings through
disposal of Non-Current Assets
|
(294,941)
|
-
|
(466,870)
|
|
Repayment of borrowings
|
(347,578)
|
-
|
-
|
|
Derecognised through disposal of
subsidiary
|
(763,290)
|
-
|
-
|
|
Interest charged
|
43,291
|
|
204,128
|
|
Costs incurred on
borrowings
|
|
|
195,559
|
|
Settled through the issue of
shares
|
|
|
(574,630)
|
|
Sanderson Capital
|
|
625,750
|
-
|
|
Institutional investor
|
|
1,490,416
|
-
|
|
|
618,685
|
2,116,166
|
1,981,203
|
|
|
|
|
|
The borrowings relate to the
following loan facilities:
Institutional Investor
The Institutional Investor
borrowing is a bridge loan facility agreement for up to £3m with a
term of up to 36 months. Funds advanced under the facility will
attract a fixed coupon interest rate of 9.5% and will be repayable
with accrued interest in 2024. The balance of this facility is
£402,395
Sanderson Capital Partners Limited
Short term loans relate to the
unsecured interest free loan facility from Sanderson Capital in the
amount of £216,290 with a fixed coupon interest rate of 9.5% and
will be repayable with accrued interest in November
2024.
These loans were reprofiled during
the period.
12. Right of use asset and Lease liability
The Group has two lease contracts
for land which it shall utilise to construct gas-fuelled power
generation plants. The land is located at Bordesley, Liverpool
Street, Birmingham and Stather Road Flixborough.
The lease of the land at Bordesley
has a lease term of 20 years, with an option to extend for 10 years
which the Group has opted to include due to the highly likely
nature of extension as at the time of the original
assessment.
The lease of the land at Stather
Road has a lease term of 25 years where the Group plans to
construct a 2.4MW gas-fuelled power generation plant.
The Group's obligations under its
leases are secured by the lessor's title to the leased assets. The
Group's incremental borrowing rate ranges between 8.44% and 10.38%.
Refer to note 7 for the right of use asset.
|
Lease liability
|
30 June
2024
|
30 June
2023
|
31 December
2023
|
|
|
£
|
£
|
£
|
|
Carrying amounts of lease liabilities:
|
|
|
|
|
Opening balance
|
409,595
|
350,654
|
350,654
|
|
Additions
|
-
|
-
|
-
|
|
Derecognition
|
(409,595)
|
|
|
|
Interest
|
|
27,436
|
35,959
|
|
Modifications
|
|
(52,664)
|
62,274
|
|
Payments
|
|
(24,115)
|
(39,292)
|
|
Closing balance
|
-
|
301,311
|
409,595
|
|
|
|
|
|
|
|
|
|
|
|
Split of lease liability between current and non-current
portions:
|
|
|
|
|
Current
|
-
|
8,485
|
4,205
|
|
Non-current
|
-
|
292,826
|
405,390
|
|
Total
|
-
|
301,311
|
409,595
|
13. Financial instruments
|
|
30 June
|
30 June
|
31 December
|
|
|
2024
|
2023
|
2023
|
|
|
£
|
£
|
£
|
|
Financial assets - carrying amount
|
|
|
|
|
Financial assets held at amortised cost
|
|
|
|
|
Trade and other
receivables
|
258,892
|
150,199
|
242,272
|
|
Cash and cash equivalents
|
9,671
|
21,961
|
64,057
|
|
|
268,563
|
172,160
|
306,329
|
|
|
|
|
|
|
Financial assets held at fair value through profit or
loss
|
|
|
|
|
Other financial assets
|
-
|
86,524
|
-
|
|
|
|
|
|
|
Financial assets
|
268,563
|
258,684
|
306,329
|
|
|
|
|
|
|
Financial liabilities - carrying amount
|
|
|
|
|
Financial liabilities held at amortised cost
|
|
|
|
|
Trade and other payables
|
3,212,638
|
2,997,170
|
3,912,223
|
|
Other financial
liabilities
|
-
|
-
|
763,290
|
|
Borrowings
|
618,658
|
2,184,441
|
1,217,913
|
|
|
3,831,296
|
5,181,611
|
5,893,426
|
|
|
|
|
|
|
|
|
|
|
|
Financial liabilities held at fair value through profit or
loss
|
|
|
|
|
Trade and other payables -
derivative liabilities
|
-
|
-
|
22,232
|
|
|
|
|
|
|
Financial liabilities
|
3,831,296
|
5,181,611
|
5,915,658
|
|
|
|
|
|
The Board of Directors considers
that the fair values of financial assets and liabilities
approximate their carrying values at each reporting date due to the
short-term nature thereof, and market related interest rate
applied.
14. Revenue
|
|
30 June
|
30 June
|
31 December
|
|
|
2024
|
2023
|
2023
|
|
|
£
|
£
|
£
|
|
Electricity sales
|
176,697
|
198,438
|
341,207
|
|
|
176,697
|
198,438
|
341,207
|
Revenue is comprised of electricity
sales from renewable energy operations of MAST Energy Developments
plc in the United Kingdom.
15. Unaudited results
These condensed consolidated
interim financial results have not been audited or reviewed by the
Group's auditors.
16. Dividends
No dividends were declared during
the interim period.
17. Board of Directors
The following changes were made to
the board of directors during the interim period and up until
reporting date:
Ajay Saldanha - retired on 11
January 2024
Cobus van der Merwe - appointed 5
July 2024
Louis Coetzee - resigned on 5 July
2024.
There were no other changes to the
board of directors during the interim period, or any other
committee's composition.
18. Post reporting period events
On the 5 July 2024, the Company
announced the stepping down of Louis Coetzee as CEO of the Company
and the appointment of Cobus van der Merwe as the Interim CEO of
the Company.
On 18 July 2024 the Company
announced the appointment of Clive Roberts as non-executive
chairman of the Company.
On 25 July 2024 the Company held an
extraordinary general meeting where it obtained shareholder
approval to increase its ordinary authorised share capital to 30
billion shares of €0.0001 each.
On 5 August 2024, the Company
announced the completion of the creditor conversions (credit
restructuring) first announced on 7 June 2024) following
shareholder approval for an increase in its authorised capital at
its EGM on 25 July 2024 which was required to create sufficient
authorised share headroom for the creditor conversion to be
implemented.
On 16 September 2024, the Company
announced that it had signed a binding term sheet (the "Term
Sheet") with Swiss company, ESTI AG to acquire a diverse portfolio
of renewable energy projects across Europe and Africa spanning wind
and solar generation, agri-photovoltaics and technology development
by way of a proposed reverse takeover transaction. Under the Term
Sheet Aria Capital Management Limited ("Aria), a global asset
management company were to be appointed as the arrange to the
reverse takeover transaction.
On the 19 September 2024, the
Company announced that it had signed a sale agreement with Aria
Capital Management Limited for the purchase by Aria of Kibo's its
wholly owned subsidiary Kibo Mining (Cyprus) limited subject to
shareholder approval as required under AIM Rules. Shareholder
approval was subsequently obtained at a Kibo EGM on 11 October 2024
from which date the Company was considered an AIM Rule 15 cash
shell. As a cash shell, it was noted that the Company had six
months from 11 October 2024 to undertake a Reverse Takeover or
otherwise will be suspended, after which it will have a further six
months to complete a Reverse Takeover or otherwise be cancelled
from trading on AIM.
On the 30th of September
the Group disposed of its retained investment in associate of Mast
Energy Developments plc for an amount of £120,074 being their
market value on the London Stock Exchange calculated at £0.001443
per MED share calculated as the volume weighted average price per
share on 27 September 2024.
On 11 October 2024 the Company held
an extraordinary general meeting where it obtained shareholder
approval for the sale of its wholly owned subsidiary, Kibo Mining
(Cyprus) Limited to Aria Capital Management Limited.
On 3 December 2024, the Company
announced that it had terminated the Term Sheet by mutual consent
with ESTGI AG and secured a loan facility for up to £500,000 from
Aria (the "Aria Facility"). The Company noted that it had taken
this decision as it believed that it does not have sufficient time
to secure all relevant information in a timely manner necessary to
complete the ESTGI AG reverse takeover particularly noting the
Company will have been suspended for 6 months on 31 December 2024.
The Company noted that it will now focus on completing and
publishing its audited accounts to 31 December 2023 and interim
accounts to 30 June 2024 before 31 December 2024 to enable the
Company's current suspension from trading on AIM to be lifted.
Following resumption of trading, the Company noted that it will
seek an alternative project portfolio to proceed with a revised
transaction (the "Revised Transaction") and that it is already
evaluating a number of project acquisition
opportunities.
The Aria Facility is to provide the
Company with working capital for the next four months (to 31 March
2025) until it is able to identify and complete a Revised
Transaction.
The Company also announced that it
had also signed a Deed of Amendment to the terms of its outstanding
loan facility with River Global Opportunities PCC limited (the
"RiverFort Loan"). The terms of the RiverFort Loan required
RiverFort's consent for the Company to enter into another loan
facility with another institution.
Disposal of investment in Kibo Mining (Cyprus)
Limited
The Group disposed of its interest
in Kibo Mining (Cyprus) Limited (KMCL) and its subsidiaries on 16
September 2024 for £Nil; the disposal did not include MED which
contributed £1,902,936 of the carrying value of KMCL of £2,210,661
as at 31 December 2024. The disposal of the remaining carrying
value of £307,725, represented by the investment in Shumba, will
result in a loss on disposal of £307,725 of Kibo for the 2024
year.
19. Going concern
In performing the going concern
assessment, the Board considered various factors, including the
availability of cash and cash equivalents; data relating to working
capital requirements for the foreseeable future; cash-flows from
operational commencement, available information about the future,
the possible outcomes of planned events, changes in future
conditions, the current global economic situation due to the
ongoing Ukraine and Israel and Gaza conflicts, and the responses to
such events and conditions that would be available to the
Board.
The Board has, inter alia,
considered the following specific factors in determining whether
the Group is a going concern:
·
The Group generated revenue of £176,697 during the
period (June 2023: £198,48 and December 2023: £341,207); had net
liabilities of £2,087,002 as at 30 June 2024 (30 June 2023: net
assets of £823,838; 31 December 2023: net liabilities £2,144,659)
including cash of £9,671 (June 2023: £21,961 and December 2023:
£64,057); and had current liabilities of £3,831,296 (June 2023:
£3,381,489 and December 2023: £5,453,266).
·
Whether the Group has available cash resources, or
equivalent short term funding opportunities in the foreseeable
future, to deploy in developing and growing existing operations or
invest in new opportunities; and
·
Investment and associated funding opportunities
available to the company after disposal of its Cyprus subsidiary,
Kibo Mining (Cyprus) Limited effective on 11 October as disclosed
in note 26 (the "KMCL Disposal"), following which the Company
became an AIM Rule 15 cash shell. Given the Company's limited
available cash resources post the KMCL Disposal and considering the
Company's status as a cash shell, the Board is considering various
investment opportunities to acquire a portfolio of assets as part
of a Reverse Takeover transaction ("RTO") as envisaged under the
AIM Rules which will coincide with a substantial fundraise to
provide the Company with sufficient working capital to meet its
overhead and project development commitments post RTO.
Furthermore, the group has incurred
losses in the current financial period and previous periods. These
losses coupled with the net current liability position the Group
finds itself in as at June 2024, indicate that a material
uncertainty exists which may cast significant doubt on the Group's
ability to continue as a going concern.
This is largely attributable to the
short-term liquidity position the Group finds itself in as a result
of the significant capital required to develop projects that
exceeds cash contributed to the group by the capital
contributors.
The Directors have evaluated the
Groups liquidity requirements to confirm whether the Group has
adequate cash resources to continue as a going concern for the
foreseeable future, taking into account the net current liability
position, and consequently prepared a cash flow forecast covering a
period of 12 months from the date of these interim financial
statements, concluding that the Group would be able to continue its
operations as a going concern.
In response to the net current
liability position, to address future cash flow requirements,
detailed liquidity improvement initiatives have been identified and
are being pursued, with their implementation regularly monitored in
order to ensure the Group is able to alleviate the liquidity
constraints in the foreseeable future. Therefore, the ability of
the Group to continue as a going concern is dependent on the
successful implementation or conclusion of the below noted matters
in order to address the liquidity risk the Group faces on an
ongoing basis:
·
Successful conclusion of funding initiatives of
the Group in order to keep the Company in good standing until the
successful completion of a reverse takeover transaction as the
Company pursues its objective to acquire a new portfolio of assets;
and
·
Successful completion of a reverse takeover
transaction as required under AIM Rule 15 given that the Company
became a cash shell on 11 October 2024 with the disposal of its
subsidiary, Kibo Mining (Cyprus) Limited.
Further to the above, on 3 December
2024 the Company announced that it had secured a loan facility for
up to £500,000 from Aria Capital Management Limited ("Aria") (the
"Aria Facility"). The purpose of the Aria Facility is to provide
the Company with working capital until it is able to identify and
complete a reverse takeover transaction. Aria has also provided the
Company with written confirmation, which is effective for a period
until 31 December 2025, that it will support the Company in its
capacity as lender under the Aria Facility and advisor to the
Company, as follows:
·
Assist the Company in the timely sourcing and
procurement of an appropriate project portfolio as part a reverse
takeover transaction;
·
Assist the Company to raise appropriate funding to
the Company in good standing until completion of a reverse takeover
transaction to enable the Company to continue as a going concern
for the foreseeable future; and
·
Aria will not recall or demand cash repayment of
the Aria Facility provided to the Company, except insofar as the
funds of the Company permit repayment and that such repayment will
not adversely affect the ability of the Company to carry on its
business operations as a going concern.
In addition to the Aria Facility,
should the completion of a Reverse Takeover run into the second
half of 2025, the Company will also be reliant, as noted above, on
additional funds being raised either from Aria or, if not, third
parties which could include equity placings as the Company has
relied upon in the past.
As the Board is confident it would
be able to successfully implement the above matters, the interim
financial statements have accordingly been prepared on the going
concern basis which contemplates the continuity of normal business
activities and the realisation of assets and the settlement of
liabilities in the normal course of business.
20. Commitments and contingencies
Other than the borrowings and other
financial liabilities disclosed above, there are no other material
commitments, contingent assets or contingent liabilities as at 30
June 2024 nor any of the comparative periods.
21. Seasonality of operations
The company's operations are not
considered to be seasonal or cyclical. These interim results were
therefore not impacted by seasonality or cyclicality.
23
December 2024
**ENDS**
This
announcement contains inside information as stipulated under the
Market Abuse Regulations (EU) no. 596/2014
("MAR").
For further information please
visit www.kibo.energy
or contact:
|
Cobus van der Merwe
|
info@kibo.energy
|
Kibo Energy PLC
|
Chief Executive Officer
|
|
James Biddle
Roland Cornish
|
+44 207 628 3396
|
Beaumont Cornish
Limited
|
Nominated Adviser
|
|
Claire Noyce
|
+44 (0) 20 3764 2341
|
Hybridan LLP
|
Joint Broker
|
|
James Sheehan
|
+44 20 7048 9400
|
Global Investment Strategy UK
Limited
|
Joint Broker
|
Beaumont Cornish Limited ('Beaumont Cornish') is the Company's
Nominated Adviser and is authorised and regulated by the FCA.
Beaumont Cornish's responsibilities as the Company's Nominated
Adviser, including a responsibility to advise and guide the Company
on its responsibilities under the AIM Rules for Companies and AIM
Rules for Nominated Advisers, are owed solely to the London Stock
Exchange. Beaumont Cornish is not acting for and will not be
responsible to any other persons for providing protections afforded
to customers of Beaumont Cornish nor for advising them in relation
to the proposed arrangements described in this announcement or any
matter referred to in it.
Johannesburg
24 December 2024
Corporate and Designated Adviser
River Group
