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: 23 December 2024
Kibo Energy
PLC ('Kibo' or the
'Company')
Results for the Year Ended
31 December 2023
Kibo Energy PLC ("Kibo" or the
"Company") is pleased to release its consolidated annual financial
results for the year ended 31 December 2023. The Company's Annual
Report, which contains the full financial statements, is in the
process of being prepared for dispatch to shareholders.
A copy of this Annual Report will also be available on the
Company's website at https://kibo.energy/wp-
content/uploads/Kibo-Annual-Report-2023-Final.pdf.
Details of the date and venue for
the Company's AGM will be announced in due
course.
These 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.
Overview
Financial results
(includes the
consolidated results
of
MAST Energy
Developments Plc)
·
Total revenues
£341,207 (2022:
£1,036,743).
·
Operating loss
£5,518,089 (2022:
£ 10,570,952
loss).
·
Loss after tax for the year ended December 2023
£5,715,341 (2022: £10,908,524 loss) includes:
§ £97,340
loss (2022: £181,684 loss) from the equity accounted results of
Katoro Gold Plc ("Katoro"), which is separately funded.
§ £3,539,394 loss (2022: £2,732,982 loss) from the consolidated
results of Mast Energy Developments Plc ("MED"), which is
separately funded.
§ £2,289,372 (2022: £7,038,930) impairment loss mainly on Mast
Energy Developments plc (Bordersley and Stather Road sites) due to
the current market conditions, most notably the high inflation and
interest rates.
·
Administrative
expenditure decreased to £2,164,670 in the year ended December 2023
(2022: £2,579,028).
·
Listing and capital raising fees increased from
£363,368 in 2022 to £855,323 in
2023.
·
Renewable energy and exploration project
expenditure of £326,093 (2022: £847,567) incurred in 2023 by Kibo's
subsidiaries being mainly MAST Energy Developments plc on
Bordersley, Pyebridge and Rochdale and on Sustineri Energy (Pty)
Ltd on its waste-to-energy project in South Africa.
·
Cash outflows from company operating activities
have decreased to £826,268 (2022: £2,595,108 cash outflow).
·
Group net debt position (cash less debt) is
(£6,238,964) (2022: (£5,032,945) net debt).
·
Company net debt position (cash less debt) is
(£2,318,631) (2022: (£2,659,817) net
debt.
·
Basic and diluted loss per share of £0.001 for
2023 (2022: basic and diluted £0.003).
·
Headline loss per share of £0.0004 for December
2023 (2022: headline loss per share of £0.0009).
Operational highlights in the year 2023 to date
·
Commenced with an optimisation and integration
study into the production of synthetic oil from non-recyclable
plastic waste on the 2.7 MW plastic-to-syngas project under
Sustineri Energy (Pty) Ltd ('Sustineri Energy' or 'Sustineri'), a
joint venture ('JV') in which Kibo holds 65% and Industrial Green
Energy Solutions ('IGES') holds 35%, which could add a potential
accelerated additional revenue stream to the project.
·
As part of the Mbeya Power Project, the Company
has determined a due diligence scope of work and process for the
Tanzania Electric Supply Company Limited ('TANESCO') in line with
key project milestones and established a Joint Technical Committee
to ensure these milestones are met as agreed to, as previously
announced by the Company with regards to its renewed Memorandum of
Understanding ('MOU').
·
Kibo subsidiary Mast Energy Developments plc
('MED') relinquished its existing T-4 Capacity Market ('CM')
contract for its Pyebridge site and was successful in the
pre-qualification for two new bids, which resulted in a T-1 CM
contract at £60/kW/pa and a T-4 CM contract that cleared at a
record price of £63/kW/pa.
·
MED furthermore reprofiled the outstanding loan
balances on its existing loan facilities as well as entered a Heads
of Terms ('HoT') for a new JV agreement between MED and a new
institutional-led consortium, who will inject all required capital
into the JV with an expected total investment value of c. £31
million, with no funding contribution required from MED.
·
In July 2023, the Sustineri biofuel project was
granted an integrated Environment Authorisation ('EA') (RNS dated 3
July 2023) and a further integration study is currently underway to
align the test results with feedstock characteristics, as
previously announced in an RNS dated 2 May 2023.
Post period highlights
·
Ajay Saldanha and Louis Coetzee retired from the
Board as directors of the Company on 10 January 2024 and 5 July
2024 respectively.
·
On 11 January 2024 the Company announced the
allotment of 500,000,000 new ordinary Kibo shares of €0.0001 each
to RiverFort representing conversion of accrued fees and interest
totalling £161,000 forming part of the outstanding balance of
£1,106,146.72 reported by the Company owing to RiverFort under the
Facility Restatement Agreement signed on 11 April 2023. The
conversion price was £0.000322 (0.0322 pence) calculated as 92% of
the lowest daily VWAP over the ten (10) Trading Days immediately
preceding the date of the conversion notice in accordance with the
terms of the Facility Restatement Agreement.
·
On 8 March 2024, a further 81,081,081 shares in
settlement of an invoice to a separate service provider at a deemed
price of 0.037p for a total of £30,000 were issued.
·
On 16 January 2024 the Company provided a
strategy update on its bio-coal development test work as part of
its commitment to on-going sustainable clean energy solutions. It
advised that it is currently 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. This initiative, subject to a successful pilot plant and
financing, will enable the Client to transition from the use of
fossil coal to bio-coal in its comprehensive boiler fleet, without
any reconfiguration, aligning with established Environmental,
Social and Governance (ESG) compliance standards. Furthermore, it
noted that it has received conditional preliminary approval for
development funding, subject to due diligence, from a prominent
development banking institution in Southern Africa for one of the
Company's existing waste-to-energy projects. It should be noted
that Kibo no longer has any interest in this project following the
sale of Kibo Mining (Cyprus) Limited to Aria Capital Management
Limited in October 2024.
·
On 9 February 2024 the Company held an
extraordinary general meeting where it obtained shareholder
approval 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.
·
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 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 7 June 2024, the Company announced a major
corporate restructuring and repositioning of the Company that
included, inter alia, the conditional appointment of four new
directors to the board including a new CEO and non -executive
Chairman, creditor restructuring and settlement, review of its
existing energy portfolio, Option awards to directors and a Placing
for £500,000.
·
On 20 June 2024 the Company announced a
modification to its announcement on 7 June whereby the number of
new directors to be appointed to the board was reduced from four to
two, and a revised reduced placing of £340,000 by way of new broker
sponsored placing and private subscriptions.
·
On 25 June 2024, the Company announced 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 7.30 .m. on 1 July 2024
and also provided details for the admission of the new shares to be
issued further to the £340,000 placing announced on 20 June
2024.
·
On 27 June 2024, the Company announced further
changes to the placing details announced on 20 June 2024 as regards
placing amount, placing price, placees and schedule for admission
of placing shares to AIM. The placing amount was increased from
£340,000 to £350,000 and at a placing price of 0.0084 pence and the
issue of 4,166,666,666 new ordinary Kibo shares. (the "Placing
Shares"). The entire placing amount was subscribed for by a private
investor to be settled in two tranches with 1,785,714,286
Placing Shares (Tranche 1) for a consideration of £150,000,
settling immediately and 2,380,952,380 Placing Shares (Tranche 2)
for a consideration of £200,000 settling following Kibo shareholder
approval for an increase in authorized share capital of the Company
at a General Meeting to be held as soon as possible after
settlement of Tranche 1; and all Kibo creditor conversions as noted
in the 7 June and 20 June RNS Announcement being
settled in full. Admission of the shares to AIM was scheduled
to coincide with the lifting of the Company's share trading
suspension, such trading suspension subsequently coming into effect
as anticipated from 30 June 2024 and as announced by the Company on
1 July 2024.
·
On the 5 July 2024, the Company announced the
stepping down of Louis Coetzee as CEO of the Company 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 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 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 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 will be 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.
·
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, loss of control and
deconsolidation of Mast Energy Developments
·
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.
·
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.
·
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.
·
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.
·
The retained investment in MED was disposed of in
September 2024 to Riverfort for £120,074.
Disposal of investment in Kibo
Energy Botswana Limited
·
The Group disposed of its interest in Kibo Energy
Botswana Limited on 31 January 2024 to Aria Capital Management
Limited for an amount of £70,000. The shareholding of Shumba Energy
Limited did not form part of this agreement and was transferred to
Kibo Energy (Cyprus) Limited (KMCL) pending secretarial
finalisation. The transfer was completed in September 2024. The
value of Kibo Energy Botswana Limited was represented by the
investment in Shumba Energy Limited of £307,725. As Kibo Energy
Botswana was held at a £Nil balance the group expects a profit on
disposal of £70,000 in its 30 June 2024 interim results.
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 year 2024.
·
The disposals above came about after the
restructuring process initiated in 2024.
Going Concern
·
The 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 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
significant financial loss for the year amounting to £5,715,341
(2022: £10,908,524);
§ Cash
and cash equivalents readily available to the Group in the amount
of £64,057 in order to pay its creditors and maturing liabilities
in the amount of £5,453,266 as and when they fall due and meet its
operating costs for the ensuing twelve months (2022: £163,884 and
£4,192,170 respectively);
§ 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 will need to undertake 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.
·
Following from the losses incurred in the current
financial period, coupled with the net current liability position
the Group finds itself in as at December 2023, these conditions,
together with those mentioned above are considered to 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 meet its obligations that exceeds
cash contributed to the Group by the capital contributors. The
Directors have evaluated the Group's 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
approval of these 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 Company has received the first payment totalling
£122,585 under 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, it has adopted the going
concern basis of accounting in preparing the consolidated financial
statements.
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 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
23 December 2024
Corporate and Designated
Adviser
River Group
As the recently appointed
non-executive Chairman, I am pleased to provide a review of Kibo
Energy PLC ("Kibo" or the "Company") and its subsidiaries'
(together with Kibo, the "Group") activities for the 2023 reporting
period and to present our full-year audited accounts for
2023.
The year proved a very challenging
period for the Company in its endeavours to fund and develop its
portfolio of renewable energy projects spanning waste-to-energy,
biofuel, and battery storage (the "African projects") and reserve
energy in the UK. Consequently, progress with advancing these
projects during 2023 was slow while the Company focused on
solutions to deal with its outstanding loan repayment obligations
and to manage outstanding creditor payments. At 31 December 2023,
the Company's total liabilities were £2,320,138 comprising
£1,217,913 owed to institutional investors and £1,102,225 to other
creditors whilst total assets were £2,494,274. 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. Additionally, it 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).
Before I reflect on the Company's
activities during 2023, I take the opportunity to introduce the new
members of the reconstituted board comprising myself, appointed
non-executive Chairman and Cobus van der Merwe our interim CEO,
both appointments to the board made in July 2024. Cobus, as
the Company's former Chief Financial Officer is well placed to lead
Kibo through its current transition phase while it seeks new
project opportunities. I am also pleased that Noel O'Keeffe is
continuing in his current role as a non-executive director and
company secretary over this transitionary period to support the
Company as it seeks new business opportunities. Louis Coetzee, the
Company's former CEO is also making himself available to the
Company in a board advisory role on a temporary basis to assist
with new project acquisitions.
During early 2023 the Company,
notwithstanding its financial and operational challenges, continued
to focus on progressing its sustainable, renewable energy assets.
These included its 2.7 MW plastic-to-syngas joint venture with
Industrial Green Energy Holdings ("IGEH Joint Venture") in South
Africa (Kibo held 65% of the project), where an optimisation and
integration study into the production of synthetic oil from
non-recyclable plastic was initiated during the reporting period.
The Company also continued to liaise with TANESCO, the state
electricity utility company in Tanzania with the establishment of a
Joint Technical Committee to supervise the production of a scope of
work to ensure key milestones are met with regard to the
feasibility of establishing a biofuel fuelled thermal power plant
in southern Tanzania (the "Mbeya Power Project"), following the
signing of a Memo of Understanding ("MoU") in November 2022.
Regrettably, progress was severely hampered by the Company's
inability to secure funding for any meaningful project development
activities and subsequently all project activity came to a
standstill towards the end of the reporting period.
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, the holding company for
its African projects to Aria Capital Management Limited. The
Company also disposed of its remaining 19.52% in LSE listed UK
Reserve Power operator and development company, Mast Energy
Developments PLC.
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 (the "FY2023 Annual 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 FY2023 Annual Accounts and
the HY24 Interim Results for the six months ending 30 June 2024 to
follow shortly.
On the corporate front, the
Company, following extensive stakeholder
engagement, implemented several measures to ensure the Company's
financial and operational stability including warrant re-pricing,
convertible loan note conversions and bridge loan reprofiling
during 2023. While these measures offered some financial respite to
the Company during 2023, it became increasingly apparent that a
more radical restructuring of the Board, debt profile and project
focus would be required to attract new investors. This resulted in
the creation of the KBRP which provided a
proposal for a restructuring and repositioning plan for the
Company, which has now been substantially
implemented notwithstanding some outstanding challenges in our
efforts to complete a substantial corporate transaction that will
bring new projects and new investment into the Company. 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 new projects and new business opportunities in the
broader energy sector.
In terms of International
Financial Reporting Standards (IFRS), intangible assets with an
indefinite life must be tested for impairment on an annual basis
and as a result the Group recognised impairment of £2,289,372,
(2022: £7,038,930) related to its assets. The result for the
reporting period amounted to a loss of £5,715,341 for the year
ended 31 December 2023 (31 December 2022: £10,908,524) as detailed
further in the Statement of Profit or Loss and Other Comprehensive
Income, and further details on financial activities are detailed
elsewhere in the Annual Report. The loss is primarily due to the
impairment of non-current assets, referred to above.
In closing, I would like to
acknowledge the support of our shareholders and all other
stakeholders as we embark on a new journey with the Company. I
would like to thank our Board, as well as management and staff, for
their continued support and commitment in advancing Kibo on the
road ahead.
_____________________________
Clive Roberts
Chairman
23 December
2024
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER
COMPREHENSIVE INCOME
|
All figures are stated in
Sterling
|
|
31 December
2023
|
31 December
2022
|
|
|
|
Audited
|
Audited
|
|
|
Notes
|
£
|
£
|
|
|
|
|
|
|
Revenue
|
2
|
341,207
|
1,036,743
|
|
Cost of sales
|
|
(223,838)
|
(778,802)
|
|
Gross profit
|
|
117,369
|
257,941
|
|
Administrative expenses
|
|
(2,164,670)
|
(2,579,028)
|
|
Impairment of non-current
assets
|
5
|
(2,289,372)
|
(7,038,930)
|
|
Listing and capital raising
fees
|
|
(855,323)
|
(363,368)
|
|
Project and exploration
expenditure
|
|
(326,093)
|
(847,567)
|
|
Operating loss
|
|
(5,518,089)
|
(10,570,952)
|
|
Investment and other
income
|
3
|
105,734
|
93,866
|
|
Share of loss from
associate
|
|
(97,340)
|
(181,684)
|
|
Finance costs
|
4
|
(205,646)
|
(249,754)
|
|
Loss before tax
|
5
|
(5,715,341)
|
(10,908,524)
|
|
Taxation
|
8
|
-
|
-
|
|
Loss for
the period
|
|
(5,715,341)
|
(10,908,524)
|
|
|
|
|
|
|
Other comprehensive
loss:
|
|
|
|
|
Items that may be classified subsequently to profit or
loss:
|
|
|
|
|
Exchange differences on translation
of foreign operations
|
|
576,313
|
372,191
|
|
Exchange differences reclassified
on disposal of foreign operation
|
|
6,195
|
-
|
|
Other Comprehensive loss
for the period
net of tax
|
|
582,508
|
372,191
|
|
|
|
|
|
|
Total comprehensive loss for the
period
|
|
(5,132,833)
|
(10,536,333)
|
|
|
|
|
|
|
Loss for the period
|
|
(5,715,341)
|
(10,908,524)
|
|
Attributable to the owners of the
parent
|
|
(3,854,280)
|
(9,776,917)
|
|
Attributable to the non-controlling
interest
|
|
(1,861,061)
|
(1,131,607)
|
|
|
|
|
|
|
Total comprehensive loss for the period
|
|
(5,132,833)
|
(10,536,333)
|
|
Attributable to the owners of the
parent
|
|
(3,277,967)
|
(9,404,726)
|
|
Attributable to the non-controlling
interest
|
|
(1,854,866)
|
(1,131,607)
|
|
|
|
|
|
|
Loss Per Share
|
|
|
|
|
Basic loss per share
|
9
|
(0.001)
|
(0.003)
|
|
Diluted loss per share
|
9
|
(0.001)
|
(0.003)
|
|
|
|
|
|
CONSOLIDATED STATEMENT OF FINANCIAL
POSITION
|
All
figures are stated in Sterling
|
|
31 December
2023
|
31
December
2022
|
|
|
|
Audited
|
Audited
|
|
|
Notes
|
£
|
£
|
|
Assets
|
|
|
|
|
Non‑current assets
|
|
|
|
|
Property, plant and
equipment
|
10
|
3,021,547
|
3,493,998
|
|
Intangible assets
|
11
|
397,779
|
2,691,893
|
|
Investments in
associates
|
12
|
124,982
|
100,945
|
|
Other financial assets
|
13
|
307,725
|
-
|
|
Total non-current
assets
|
|
3,852,033
|
6,286,836
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
Other receivables
|
14
|
242,272
|
227,223
|
|
Cash and cash
equivalents
|
15
|
64,057
|
163,884
|
|
Total current assets
|
|
306,329
|
391,107
|
|
Total assets
|
|
4,158,362
|
6,677,943
|
|
|
|
|
|
|
Equity and liabilities
|
|
|
|
|
Equity
|
|
|
|
|
Called up share capital
|
16
|
21,790,988
|
21,140,481
|
|
Share premium account
|
16
|
45,816,001
|
45,516,081
|
|
Share based payments
reserve
|
18
|
-
|
73,469
|
|
Share capital reserve
|
|
68,250
|
-
|
|
Translation reserve
|
19
|
482,320
|
(93,993)
|
|
Retained deficit
|
|
(70,557,426)
|
(66,319,142)
|
|
Attributable to equity holders of
the parent
|
|
(2,399,867)
|
316,896
|
|
Non-controlling
interest
|
20
|
255,208
|
1,164,218
|
|
Total equity
|
|
(2,144,659)
|
1,481,114
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
Non-current liabilities
|
|
|
|
|
Lease liability
|
10
|
405,390
|
346,674
|
|
Other financial
liabilities
|
22
|
444,365
|
243,056
|
|
Total non-current
liabilities
|
|
849,755
|
589,730
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
Lease liability
|
10
|
4,205
|
3,980
|
|
Trade and other
payables
|
21
|
3,912,223
|
2,395,090
|
|
Borrowings
|
22
|
1,217,913
|
1,195,239
|
|
Other financial
liabilities
|
22
|
318,925
|
1,012,790
|
|
Total current liabilities
|
|
5,453,266
|
4,607,099
|
|
Total liabilities
|
|
6,303,021
|
5,196,829
|
|
Total equity and liabilities
|
|
4,158,362
|
6,677,943
|
|
|
|
|
|
COMPANY STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE
INCOME
|
|
|
|
|
All figures are stated in
Sterling
|
|
31 December
2023
|
31
December
2022
|
|
|
|
Audited
|
Audited
|
|
|
Notes
|
£
|
£
|
|
|
|
|
|
|
Revenue
|
|
-
|
-
|
|
Administrative expenses
|
|
(316,557)
|
(804,820)
|
|
Listing and capital raising
fees
|
|
(345,618)
|
(230,920)
|
|
Impairment of subsidiary
investments
|
23
|
(3,328,031)
|
(12,333,224)
|
|
Fair value adjustment
|
23
|
24,037
|
(427,819)
|
|
Operating loss
|
|
(3,966,169)
|
(13,796,783)
|
|
Other income
|
3
|
89,937
|
16,266
|
|
Finance costs
|
4
|
(115,397)
|
(151,375)
|
|
Loss before tax
|
5
|
(3,991,629)
|
(13,931,892)
|
|
Taxation
|
8
|
-
|
-
|
|
Loss for
the period
|
|
(3,991,629)
|
(13,931,892)
|
|
|
|
|
|
|
|
|
|
|
COMPANY STATEMENT OF FINANCIAL POSITION
|
All figures are stated in
Sterling
|
|
31 December
2023
|
31
December
2022
|
|
|
|
Audited
|
Audited
|
|
|
Notes
|
£
|
£
|
|
Non‑current Assets
|
|
|
|
|
Investments
|
23
|
2,335,641
|
5,688,607
|
|
Property, plant and
equipment
|
10
|
1,012
|
1,265
|
|
Total non-current
assets
|
|
2,336,653
|
5,689,872
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
Other receivables
|
14
|
156,114
|
90,720
|
|
Cash and cash
equivalents
|
15
|
1,507
|
19,442
|
|
Total current assets
|
|
157,621
|
110,162
|
|
Total assets
|
|
2,494,274
|
5,800,034
|
|
|
|
|
|
|
Equity and liabilities
|
|
|
|
|
Equity
|
|
|
|
|
Called up share capital
|
16
|
21,790,988
|
21,140,481
|
|
Share premium account
|
16
|
45,816,001
|
45,516,081
|
|
Share based payment
reserve
|
18
|
-
|
73,469
|
|
Share capital reserve
|
|
68,250
|
-
|
|
Retained deficit
|
|
(67,501,103)
|
(63,609,256)
|
|
Total equity
|
|
174,136
|
3,120,775
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
Current liabilities
|
|
|
|
|
Trade and other
payables
|
21
|
1,102,225
|
826,035
|
|
Borrowings
|
22
|
1,217,913
|
1,195,239
|
|
Other financial
liabilities
|
22
|
-
|
657,985
|
|
Total current liabilities
|
|
2,320,138
|
2,679,259
|
|
Total liabilities
|
|
2,320,138
|
2,679,259
|
|
Total equity and
liabilities
|
|
2,494,274
|
5,800,034
|
|
|
|
|
|
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
|
Share
Capital
|
Share premium
|
Warrants and share based payment reserve
|
Warrant and share capital reserve
|
Control reserve
|
Translation reserve
|
Retained deficit
|
Non-controlling interest
|
Total
equity
|
|
All figures are stated in
Sterling
|
£
|
£
|
£
|
£
|
£
|
£
|
£
|
£
|
£
|
|
Balance as at 1 January
2022
|
21,042,444
|
45,429,328
|
466,868
|
-
|
-
|
(466,184)
|
(56,627,389)
|
1,962,816
|
11,807,883
|
|
Loss for the year
|
-
|
-
|
-
|
-
|
-
|
-
|
(9,776,917)
|
(1,131,607)
|
(10,908,524)
|
|
Other comprehensive income -
exchange differences
|
-
|
-
|
-
|
-
|
-
|
372,191
|
-
|
-
|
372,191
|
|
Change in shareholding without loss
of control
|
-
|
-
|
-
|
-
|
-
|
-
|
(333,009)
|
333,009
|
-
|
|
Shares issued
|
98,037
|
86,753
|
-
|
-
|
-
|
-
|
|
-
|
184,790
|
|
Warrants issued by Kibo Energy PLC
during the year
|
-
|
-
|
24,774
|
-
|
-
|
-
|
-
|
-
|
24,774
|
|
Warrants issued by Kibo Energy PLC
which expired during the year
|
-
|
-
|
(418,173)
|
-
|
-
|
-
|
418,173
|
-
|
-
|
|
Balance as at 31 December 2022
|
21,140,481
|
45,516,081
|
73,469
|
-
|
-
|
(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
|
21,790,988
|
45,816,001
|
-
|
68,250
|
-
|
482,320
|
(70,557,426)
|
255,208
|
(2,144,659)
|
|
Notes
|
16
|
16
|
18
|
|
17
|
19
|
|
20
|
|
COMPANY STATEMENT OF CHANGES IN EQUITY
|
Share capital
|
Share premium
|
Share capital reserve
|
Share based payment reserve
|
Retained deficit
|
Total equity
|
|
All figures are stated in
Sterling
|
£
|
£
|
£
|
£
|
£
|
£
|
|
|
|
|
|
|
|
|
|
Balance as at 1 January
2022
|
21,042,444
|
45,429,328
|
-
|
466,868
|
(50,095,537)
|
16,843,103
|
|
Loss for the year
|
-
|
-
|
-
|
-
|
(13,931,892)
|
(13,931,892)
|
|
Shares issued
|
98,037
|
86,753
|
-
|
-
|
-
|
184,790
|
|
Warrants issued by Kibo Energy PLC
during the year
|
-
|
-
|
-
|
24,774
|
-
|
24,774
|
|
Warrants issued by Kibo Energy PLC
which expired during the year
|
-
|
-
|
-
|
(418,173)
|
418,173
|
-
|
|
|
|
|
-
|
|
|
|
|
Balance as at 31 December
2022
|
21,140,481
|
45,516,081
|
-
|
73,469
|
(63,609,256)
|
3,120,775
|
|
Loss for the year
|
-
|
-
|
-
|
-
|
(3,991,629)
|
(3,991,629)
|
|
Shares issued
|
650,507
|
299,920
|
-
|
-
|
-
|
950,427
|
|
Outstanding warrants
repriced
|
-
|
-
|
-
|
(45,850)
|
45,850
|
-
|
|
Warrants issued which were
exercised during the year pending settlement
|
-
|
-
|
68,250
|
-
|
-
|
68,250
|
|
Warrants issued 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
|
21,790,988
|
45,816,001
|
68,250
|
-
|
(67,501,103)
|
174,136
|
|
Notes
|
16
|
16
|
|
18
|
|
|
|
CONSOLIDATED STATEMENT OF CASH FLOWS
All figures are stated in
Sterling
|
|
31
December
2023
|
31
December
2022
|
|
|
|
Audited
|
Audited
|
|
|
Notes
|
£
|
£
|
|
Cash flows from operating activities
|
|
|
|
|
Loss for the period before
taxation
|
|
(5,715,341)
|
(10,908,524)
|
|
Adjustments for:
|
|
|
|
|
(Reversal of) / Impairment of
associates
|
12
|
(429,102)
|
3,809,775
|
|
Costs settled through the issue of
shares
|
|
19,635
|
95,001
|
|
Depreciation on property, plant
and equipment
|
10
|
75,023
|
66,582
|
|
Directors' fees settled with
credit loan notes
|
|
-
|
44,591
|
|
(Losses)/Gains on revaluations of
derivatives
|
|
86,558
|
(86,558)
|
|
Impairment of intangible
assets
|
11
|
2,258,774
|
3,229,155
|
|
Impairment of property, plant and
equipment
|
10
|
459,700
|
-
|
|
Interest accrued
|
|
204,128
|
248,202
|
|
Loss from equity accounted
associate
|
|
97,340
|
181,684
|
|
Loan reprofiling costs not settled
in cash
|
|
195,559
|
-
|
|
Other non-cashflow
items
|
|
3,698
|
133
|
|
Profit on sale of property, plant
and equipment
|
|
(6,424)
|
(7,264)
|
|
Warrants and options
issued
|
|
422,100
|
24,774
|
|
|
|
(2,328,352)
|
(3,302,449)
|
|
Movement in working capital
|
|
|
|
|
Decrease / (Increase) in
debtors
|
14
|
(15,049)
|
28,524
|
|
Increase / (Decrease) in
creditors
|
21
|
1,517,133
|
678,817
|
|
|
|
1,502,084
|
707,341
|
|
Net cash outflows from operating
activities
|
|
(826,268)
|
(2,595,108)
|
|
|
|
|
|
|
Cash flows from financing activities
|
|
|
|
|
Repayment of lease
liabilities
|
|
(39,292)
|
(27,000)
|
|
Repayment of borrowings
|
|
(466,870)
|
(44,917)
|
|
Proceeds from borrowings
|
|
85,800
|
2,322,824
|
|
Proceeds from director's
loan
|
|
81,329
|
-
|
|
Proceeds from disposal of interests
in subsidiary to non-controlling interest without loss of
control
|
|
482,966
|
-
|
|
Net
cash (used in) / proceeds from financing
activities
|
|
143,933
|
2,250,907
|
|
|
|
|
|
|
Cash flows from investing activities
|
|
|
|
|
Cash received from /(advanced) to
Joint Venture
|
|
-
|
20,955
|
|
Property, plant and equipment
acquired (excluding right of use assets)
|
|
-
|
(1,020,747)
|
|
Intangible assets
acquired
|
|
-
|
(342,038)
|
|
Deferred payment
settlement
|
|
-
|
(555,535)
|
|
Net cash flows from/(used in) investing
activities
|
|
-
|
(1,897,365)
|
|
|
|
|
|
|
Net (decrease) / increase in cash
|
|
(682,335)
|
(2,241,566)
|
|
Cash at beginning of
period
|
|
163,884
|
2,082,906
|
|
Exchange movement
|
|
582,508
|
322,544
|
|
Cash at end of the
period
|
15
|
64,057
|
163,884
|
|
COMPANY STATEMENT OF CASH FLOWS
All figures are stated in
Sterling
|
|
31 December
2023
|
31
December
2022
|
|
|
|
Audited
|
Audited
|
|
|
Notes
|
£
|
£
|
|
Cash flows from operating activities
|
|
|
|
|
|
|
|
|
|
(Loss) for the period before
taxation
Adjusted for:
|
|
(3,991,629)
|
(13,931,892)
|
|
Depreciation
|
|
253
|
-
|
|
Fair value adjustment of investment
in associates
|
23
|
(24,037)
|
406,863
|
|
Warrants and options
issued
|
|
99,782
|
24,774
|
|
Interest accrued
|
|
115,397
|
151,377
|
|
Impairment of
investments
|
23
|
3,328,031
|
12,354,180
|
|
Expenses settled in
shares
|
|
166,244
|
95,001
|
|
Directors' fees settled with credit
loan notes
|
|
-
|
44,591
|
|
Other non-cash items
|
|
3,084
|
134
|
|
|
|
(302,875)
|
(854,972)
|
|
Movement in working capital
|
|
|
|
|
(Increase) in debtors
|
14
|
(65,394)
|
(16,986)
|
|
Increase in creditors
|
21
|
276,190
|
111,973
|
|
|
|
210,796
|
94,987
|
|
Net cash outflows from operating
activities
|
|
(92,079)
|
(759,985)
|
|
|
|
|
|
|
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
Proceeds from borrowings
|
22
|
317,039
|
1,672,824
|
|
Repayment of borrowings
|
22
|
(322,687)
|
(44,917)
|
|
Net
cash (outflows) / inflows from financing
activities
|
|
(5,648)
|
1,627,907
|
|
|
|
|
|
|
Cash flows from investing
activities
|
|
|
|
|
Cash advances to Group
Companies
|
|
(359,093)
|
(1,086,889)
|
|
Repayments of advances from group
companies
|
|
438,885
|
-
|
|
Purchase of Property, Plant and
Equipment
|
10
|
|
(1,265)
|
|
Net cash generated from/(used in)
investing activities
|
|
79,792
|
(1,088,154)
|
|
|
|
|
|
|
Net (decrease) in cash
|
|
(17,395)
|
(220,232)
|
|
Cash at beginning of
period
|
|
19,442
|
239,674
|
|
Cash at end of the
period
|
15
|
1,507
|
19,442
|
NOTES TO THE ANNUAL FINANCIAL STATEMENTS
1. Segment analysis
IFRS 8 requires an entity to
report financial and descriptive information about its reportable
segments, which are operating segments or aggregations of operating
segments that meet specific criteria. Operating segments are
components of an entity about which separate financial information
is available that is evaluated regularly by the chief operating
decision maker. The Chief Executive Officer is the chief operating
decision maker of the Group.
Management currently identifies
individual projects as operating segments. These operating segments
are monitored, and strategic decisions are made based upon their
individual nature, together with other non-financial data collated
from exploration activities. Principal activities for these
operating segments are as follows:
|
2023 Group
|
ADV001
Hindlip Lane
(£)
|
ARL018
Stather Road
(£)
|
Bordersley
(£)
|
Pyebridge
(£)
|
Rochdale Power
(£)
|
Sustineri Energy
(£)
|
Corporate
(£)
|
31 December 2023
(£)
Group
|
|
Revenue
|
-
|
-
|
-
|
341,207
|
-
|
-
|
-
|
341,207
|
|
Cost of sales
|
-
|
-
|
-
|
(223,838)
|
-
|
-
|
-
|
(223,838)
|
|
Administrative and other
cost
|
(14,302)
|
(20,313)
|
(37,736)
|
(46,424)
|
(9,377)
|
(1,381)
|
(1,965,476)
|
(2,095,009)
|
|
Depreciation
|
-
|
(2,509)
|
(11,941)
|
(58,504)
|
-
|
-
|
(2,069)
|
(75,023)
|
|
Impairments and fair value
adjustments
|
-
|
(208,398)
|
(1,649,206)
|
-
|
-
|
-
|
(512,964)
|
(2,370,568)
|
|
Listing and Capital raising
fees
|
-
|
-
|
-
|
-
|
-
|
-
|
(855,323)
|
(855,323)
|
|
Project and exploration
expenditure
|
(38,434)
|
(5,743)
|
(27,972)
|
(173,631)
|
(23,396)
|
(16,059)
|
(40,858)
|
(326,093)
|
|
Share in loss of
associate
|
-
|
-
|
-
|
-
|
-
|
-
|
(97,340)
|
(97,340)
|
|
Investment and other
income
|
-
|
-
|
-
|
126,933
|
-
|
-
|
65,359
|
192,292
|
|
Finance costs
|
-
|
-
|
-
|
-
|
-
|
2
|
(205,648)
|
(205,646)
|
|
Loss before tax
|
(52,736)
|
(236,963)
|
(1,726,855)
|
(34,257)
|
(32,773)
|
(17,438)
|
(3,614,319)
|
(5,715,341)
|
|
|
|
|
|
|
|
|
|
|
|
2022 Group
|
ADV001
Hindlip Lane
(£)
|
ARL018
Stather Road
(£)
|
Bordersley
(£)
|
Pyebridge
(£)
|
Rochdale Power
(£)
|
Sustineri Energy
(£)
|
Corporate
(£)
|
31 December 2022
(£)
Group
|
|
Revenue
|
-
|
-
|
-
|
1,036,743
|
-
|
-
|
-
|
1,036,743
|
|
Cost of sales
|
-
|
-
|
-
|
(778,802)
|
-
|
-
|
-
|
(778,802)
|
|
Administrative and other
cost
|
(46,064)
|
(7,065)
|
(7,186)
|
(52,809)
|
(10,763)
|
(1,766)
|
(2,453,375)
|
(2,579,028)
|
|
Impairments and fair value
adjustments
|
(1,288,578)
|
(3,563,639)
|
(1,940,577)
|
-
|
-
|
-
|
(246,136)
|
(7,038,930)
|
|
Listing and Capital raising
fees
|
-
|
-
|
-
|
-
|
-
|
-
|
(363,368)
|
(363,368)
|
|
Project and exploration
expenditure
|
(222,296)
|
-
|
-
|
(255,601)
|
(104,090)
|
(108,912)
|
(156,668)
|
(847,567)
|
|
Share in loss of
associate
|
-
|
-
|
-
|
-
|
-
|
-
|
(181,684)
|
(181,684)
|
|
Investment and other
income
|
-
|
-
|
-
|
-
|
-
|
10
|
93,856
|
93,866
|
|
Finance costs
|
(24,537)
|
-
|
-
|
-
|
-
|
-
|
(225,217)
|
(249,754)
|
|
Loss before tax
|
(1,581,475)
|
(3,570,704)
|
(1,947,763)
|
(50,469)
|
(114,853)
|
(110,668)
|
(3,532,592)
|
(10,908,524)
|
|
2023 Group
|
ADV001 Hindlip
Lane
(£)
|
ARL018 Stather
Road
(£)
|
Bordersley
Power
(£)
|
Pyebridge Power
(£)
|
Rochdale Power
(£)
|
Sustineri Energy
(£)
|
Corporate
(£)
|
31 December 2023
(£)
Group
|
|
Assets
|
|
|
|
|
|
|
|
|
|
Segment assets
|
9,163
|
117,215
|
392,155
|
2,020,584
|
91,134
|
-
|
1,528,111
|
4,158,362
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
Segment liabilities
|
25,979
|
139,276
|
389,225
|
174,537
|
38,391
|
133,650
|
5,401,963
|
6,303,021
|
|
|
|
|
|
|
|
|
|
|
|
2022 Group
|
ADV001 Hindlip
Lane
(£)
|
ARL018 Stather
Road
(£)
|
Bordersley Power
(£)
|
Pyebridge Power
(£)
|
Rochdale Power
(£)
|
Sustineri Energy
(£)
|
Corporate
(£)
|
31 December 2022
(£)
Group
|
|
Assets
|
|
|
|
|
|
|
|
|
|
Segment assets
|
1,733,554
|
235
|
-
|
2,082,352
|
262,043
|
293,160
|
2,306,599
|
6,677,943
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
Segment liabilities
|
296,984
|
7,270
|
2,320
|
133,650
|
6,897
|
48,491
|
4,701,217
|
5,196,829
|
|
|
|
|
|
|
|
|
|
|
Geographical segments
The Group operates in six
principal geographical areas being Tanzania (Exploration), Botswana
(Exploration), Cyprus (Corporate), South Africa (Renewable Energy),
United Kingdom (Renewable Energy) and Ireland
(Corporate).
|
|
Tanzania
(£)
|
Botswana
(£)
|
Cyprus
(£)
|
South Africa
(£)
|
United Kingdom
(£)
|
Ireland
(£)
|
31 December
2023
(£)
|
|
Carrying value of segmented
assets
|
624
|
-
|
307,725
|
143,845
|
3,545,042
|
126,503
|
4,123,739
|
|
Revenue
|
-
|
-
|
-
|
-
|
341,207
|
-
|
341,207
|
|
Loss before tax
|
(85,095)
|
-
|
(862,827)
|
(277,592)
|
(3,805,221)
|
(684,606)
|
(5,715,341)
|
|
|
Tanzania
(£)
|
Botswana
(£)
|
Cyprus
(£)
|
South Africa
(£)
|
United Kingdom
(£)
|
Ireland
(£)
|
31 December
2022
(£)
|
|
Carrying value of segmented
assets
|
-
|
-
|
218,735
|
293,160
|
5,564,783
|
601,265
|
6,677,943
|
|
Revenue
|
-
|
-
|
-
|
-
|
1,036,743
|
-
|
1,036,743
|
|
Loss before tax
|
(1,947,763)
|
(3,563,639)
|
(1,517,557)
|
(110,843)
|
(2,732,982)
|
(1,035,740)
|
(10,908,524)
|
All revenue generated was from the
United Kingdom geographical area with the only customer being
Statkraft Markets GMBH.
2. Revenue
|
|
31 December 2023
(£)
Group
|
31 December 2022
(£)
Group
|
|
Electricity sales
|
341,207
|
1,036,743
|
|
|
341,207
|
1,036,743
|
Revenue comprised ancillary
electricity sales from operational testing of the renewable energy
operations of MAST Energy Developments
PLC in the United Kingdom.
3. Investment and other
Income
|
|
|
31 December
2023
(£)
Group
|
31 December
2022
(£)
Group
|
31 December
2023
(£)
Company
|
31 December
2022
(£)
Company
|
|
Interest received
|
|
1,128
|
44
|
1
|
34
|
|
(Reversal of gain) / Gain on
revaluation of derivative liabilities
|
|
(86,558)
|
86,558
|
-
|
-
|
|
Profit on sale of plant and
equipment
|
|
6,424
|
7,264
|
-
|
-
|
|
Recoveries
|
|
57,806
|
-
|
89,936
|
16,232
|
|
Insurance claims
|
|
126,934
|
-
|
-
|
-
|
|
|
|
105,734
|
93,866
|
89,937
|
16,266
|
During the financial year the
Group recorded other income resulting from the revaluation of
derivative liabilities. These liabilities were recognised as part
of convertible loan notes entered into during the financial year.
The derivative liability was fair valued at year end and resulted
in a gain for the financial year.
4. Finance
costs
|
|
|
31 December
2023
(£)
Group
|
31 December
2022
(£)
Group
|
31 December
2023
(£)
Company
|
31 December
2022
(£)
Company
|
|
Interest paid to finance
houses
|
|
169,687
|
223,623
|
115,397
|
151,375
|
|
Interest from leases (refer note
10)
|
|
35,959
|
26,131
|
-
|
-
|
|
|
|
205,646
|
249,754
|
115,397
|
151,375
|
5. Loss on ordinary activities before
taxation
|
Operating loss is stated after the following key
transactions:
|
31
December
2023 (£)
Group
|
31
December
2022 (£)
Group
|
31 December 2023
(£)
Company
|
31 December 2022
(£)
Company
|
|
Depreciation of property, plant and
equipment
|
75,023
|
66,582
|
253
|
-
|
|
Group auditors' remuneration for
audit of financial statements
|
102,890
|
58,425
|
-
|
58,425
|
|
Subsidiaries auditors' remuneration for audit of the financial
statements
|
140,662
|
172,767
|
-
|
-
|
|
Impairment of non-current
assets*
|
2,289,372
|
7,038,929
|
-
|
-
|
|
Impairment of subsidiary
investments
|
-
|
-
|
3,328,031
|
12,333,224
|
|
Share in loss from
associate
|
97,340
|
-
|
-
|
-
|
|
Fair value adjustments
|
-
|
-
|
(24,037)
|
427,819
|
|
(Gains) / losses on revaluations of
derivatives
|
86,558
|
(86,558)
|
-
|
-
|
|
Profit on sale of assets
|
(6,424)
|
(7,264)
|
-
|
-
|
|
Disaggregation of impairment of non-current
assets:
|
31
December
2023 (£)
Group
|
31
December
2022 (£)
Group
|
31 December 2023
(£)
Company
|
31 December 2022
(£)
Company
|
|
Impairment of property, plant and
equipment (refer note 10)
|
459,700
|
-
|
-
|
-
|
|
Impairment of intangible assets
(refer note 11)
|
2,258,774
|
3,229,155
|
-
|
-
|
|
Impairment of associates (refer note
12)
|
(429,102)
|
3,809,774
|
-
|
-
|
|
Impairment of subsidiary investments
(refer note 23)
|
|
|
3,328,031
|
12,333,224
|
|
|
2,289,372
|
7,038,929
|
3,328,031
|
12,333,224
|
* The
comparative balances for the impairments of non-current assets have
been combined, please see separate disaggregation.
6. Staff costs (including
Directors)
|
|
Group
31 December 2023
(£)
|
Group
31 December 2022
(£)
|
Company
31 December 2023
(£)
|
Company
31 December 2022
(£)
|
|
Wages and salaries
|
1,305,331
|
949,355
|
67,335
|
28,297
|
|
Share based
remuneration
|
-
|
-
|
-
|
-
|
|
|
1,305,331
|
949,355
|
67,335
|
28,297
|
The average monthly number of
employees (including executive Directors) during the period was as
follows:
|
|
Group
31 December
2023
|
Group
31 December
2022
|
Company
31 December
2023
|
Company
31 December
2022
|
|
Exploration and development
activities
|
9
|
10
|
-
|
1
|
|
Administration
|
5
|
7
|
1
|
1
|
|
|
14
|
17
|
1
|
2
|
7. Directors' emoluments
|
|
Group
31 December 2023
(£)
|
Group
31 December 2022
(£)
|
Company
31 December 2023
(£)
|
Company
31 December 2022
(£)
|
|
Basic salary and fees
accrued
|
283,079
|
374,308
|
|
24,366
|
|
Share based payments
|
-
|
-
|
|
-
|
|
|
283,079
|
374,308
|
|
24,366
|
The acting chairman in 2023 did
not receive any additional emoluments other than those disclosed
below. (2022: The emoluments of the Chairman were £
55,950). The emoluments
of the highest paid director were £167,896 (2022:
£164,726).
Directors received shares in the
value of £Nil during the year (2022: £Nil) and warrants to the
value of £Nil (2022: £Nil) during the year.
Key management personnel consist
only of the Directors. Details of share options and interests in
the Company's shares of each director are shown in the Directors'
report.
The
following table summarises the remuneration applicable to each of
the individuals who held office as a director during the reporting
period:
|
31
December 2023
|
|
Salary and fees
accrued
£
|
Salary and fees settled in
shares
£
|
Warrants
issued
£
|
Total
£
|
|
Louis Coetzee
|
|
167,896
|
-
|
-
|
167,896
|
|
Noel O'Keeffe
|
|
39,074
|
-
|
-
|
39,074
|
|
Ajay Saldanha
|
|
34,037
|
-
|
-
|
34,037
|
|
Christiaan Schutte
|
|
42,072
|
-
|
-
|
42,072
|
|
Total
|
|
283,079
|
-
|
-
|
283,079
|
|
|
|
|
|
|
|
|
31
December 2022
|
|
Salary and fees
accrued
£
|
Salary and fees settled in
shares
£
|
Warrants
issued
£
|
Total
£
|
|
Christian Schaffalitzky
|
|
16,990
|
-
|
-
|
16,990
|
|
Louis Coetzee
|
|
164,726
|
-
|
-
|
164,726
|
|
Noel O'Keeffe
|
|
38,135
|
-
|
-
|
38,135
|
|
Andreas Lianos
|
|
31,274
|
-
|
-
|
31,274
|
|
Christiaan Schutte
|
|
123,183
|
-
|
-
|
123,183
|
|
Total
|
|
374,308
|
-
|
-
|
374,308
|
|
|
|
|
|
|
|
As at 31 December 2023, an amount
of £274,621 (2022: £174,482) was due and payable to Directors for
services rendered not yet settled.
8. Taxation
Current tax
|
|
|
31 December 2023
(£)
|
31 December
2022(£)
|
|
Charge for the period in respect
of corporate taxation
|
|
-
|
-
|
|
Total tax charge
|
|
-
|
-
|
The difference between the total current tax shown above and
the amount calculated by applying the standard rate
of corporation tax for
various jurisdictions to the loss before tax is as
follows:
|
|
2023
(£)
|
2022
(£)
|
|
Loss on ordinary activities before
tax
|
(5,715,341)
|
(10,908,524)
|
|
|
|
|
|
Income tax expense calculated at
blended rate of 13.18% (2021: 13.18%)
|
(753,282)
|
(1,437,917)
|
|
|
|
|
|
Income which is not
taxable
|
-
|
(4,615)
|
|
Expenses which are not
deductible
|
301,033
|
913,814
|
|
Losses available for carry
forward
|
(452,249)
|
528,718
|
|
Income tax expense recognised in
the Statement of Profit or Loss
|
-
|
-
|
The effective tax rate used for
the December 2023 and December 2022 reconciliations above is the
corporate rate of 13.18% and 13.18% payable by corporate entities
on taxable profits under tax law in that jurisdiction respectively.
The tax jurisdictions in which the Group operates are Cyprus,
Ireland, South Africa, Tanzania and the United Kingdom.
No provision has been made for the
2023 deferred taxation as no taxable income has been received to
date, and the probability of future taxable income is indicative of
current market conditions which remain uncertain. At the Statement of Financial Position date, the Directors
estimate that the Group has unused tax losses of £45,328,153 (2022:
£41,896,825) available for potential offset against future profits
which equates to an estimated potential deferred tax asset of
£6,231,314 (2022: £5,779,065). No deferred tax asset has been
recognised due to the unpredictability of the future profit
streams. Losses may be carried forward indefinitely in accordance
with the applicable taxation regulations ruling within each of the
above jurisdictions.
9. Loss per share
Basic loss per share
The basic loss and weighted
average number of ordinary shares used for calculation purposes
comprise the following:
|
Basic Loss per share
|
|
31 December
2023(£)
|
31 December
2022(£)
|
|
Loss for the period attributable
to equity holders of the parent
|
|
(3,854,280)
|
(9,776,917)
|
|
|
|
|
|
|
Weighted average number of
ordinary shares for the purposes of basic loss per share
|
|
3,568,946,718
|
3,010,992,501
|
|
|
|
|
|
|
Basic loss per ordinary share
(GBP)
|
|
(0.001)
|
(0.003)
|
As there are no instruments in
issue which have a dilutive impact, the dilutive loss per share is
equal to the basic loss per share, and thus not disclosed
separately.
10.
Property, plant and equipment
|
|
|
GROUP
|
Land
|
Furniture and
Fittings
|
Motor
Vehicles
|
Office
Equipment
|
I.T.
Equipment
|
Plant &
Machinery
|
Right of use
assets
|
Assets under
construction
|
Total
|
|
Cost
|
(£)
|
(£)
|
(£)
|
(£)
|
(£)
|
(£)
|
(£)
|
(£)
|
(£)
|
|
Opening Cost as at 1 January 2022
|
602,500
|
2,465
|
16,323
|
4,942
|
5,390
|
2,020,112
|
293,793
|
-
|
2,945,525
|
|
Disposals
|
-
|
(2,465)
|
-
|
(3,383)
|
(3,193)
|
(5,642)
|
-
|
-
|
(14,683)
|
|
Additions
|
-
|
-
|
-
|
-
|
6,031
|
75,061
|
62,090
|
-
|
143,182
|
|
Assets under development
|
-
|
-
|
-
|
-
|
-
|
939,664
|
-
|
-
|
939,664
|
|
Derecognition as a result of
waiver
|
-
|
-
|
-
|
-
|
-
|
(421,041)
|
-
|
-
|
(421,041)
|
|
Exchange movement
|
-
|
-
|
-
|
-
|
-
|
2,695
|
-
|
-
|
2,695
|
|
Closing Cost as at 31 December 2022
|
602,500
|
-
|
16,323
|
1,559
|
8,228
|
2,610,849
|
355,883
|
-
|
3,595,342
|
|
Disposal
|
|
|
(14,747)
|
(1,559)
|
|
|
|
|
(16,306)
|
|
Change in lease
|
-
|
-
|
-
|
-
|
-
|
-
|
62,274
|
-
|
62,274
|
|
Transfer between classes
|
-
|
-
|
-
|
-
|
-
|
(1,066,464)
|
-
|
1,066,464
|
-
|
|
Exchange movement
|
|
|
(1,576)
|
|
(701)
|
985
|
|
|
(1,292)
|
|
Closing Cost as at 31 December 2023
|
602,500
|
-
|
-
|
-
|
7,527
|
1,545,370
|
418,157
|
1,066,464
|
3,640,018
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated Depreciation ("Acc Depr")
|
|
|
|
|
|
|
|
|
|
|
Acc
Depr as at 1 January
2022
|
-
|
(2,465)
|
(16,323)
|
(4,407)
|
(4,074)
|
(8,704)
|
(9,793)
|
-
|
(45,766)
|
|
Disposals
|
-
|
2,465
|
-
|
3,383
|
3,193
|
1,974
|
-
|
-
|
11,015
|
|
Depreciation
|
-
|
-
|
-
|
-
|
(1,385)
|
(52,632)
|
(12,565)
|
-
|
(66,582)
|
|
Exchange movements
|
-
|
-
|
-
|
-
|
-
|
(11)
|
-
|
-
|
(11)
|
|
Acc
Depr as at 31 December 2022
|
-
|
-
|
(16,323)
|
(1,024)
|
(2,266)
|
(59,373)
|
(22,358)
|
-
|
(101,344)
|
|
Disposals
|
|
|
14,747
|
1,559
|
-
|
-
|
-
|
-
|
16,306
|
|
Depreciation
|
-
|
-
|
-
|
(228)
|
(1,842)
|
(58,504)
|
(14,449)
|
-
|
(75,023)
|
|
Exchange movements
|
-
|
-
|
1,576
|
(307)
|
21
|
-
|
-
|
-
|
1,290
|
|
Impairment
|
-
|
-
|
-
|
-
|
-
|
-
|
(381,350)
|
(78,350)
|
(459,700)
|
|
Acc
Depr as at 31 December 2023
|
-
|
-
|
-
|
-
|
(4,087)
|
(117,877)
|
(418,157)
|
(78,350)
|
(618,471)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Land
|
Furniture and
Fittings
|
Motor
Vehicles
|
Office
Equipment
|
I.T
Equipment
|
Plant &
Machinery
|
Right of use
assets
|
Assets under
construction
|
Total
|
|
Carrying Value
|
(£)
|
(£)
|
(£)
|
(£)
|
(£)
|
(£)
|
(£)
|
(£)
|
(£)
|
|
Carrying value as at 31 December 2022
|
602,500
|
-
|
-
|
535
|
5,962
|
2,551,476
|
333,525
|
333,525
|
3,493,998
|
|
Carrying value as at 31 December 2023
|
602,500
|
-
|
-
|
-
|
3,440
|
1,427,493
|
-
|
988,114
|
3,021,547
|
|
|
|
|
|
COMPANY
|
Land
|
Furniture and
Fittings
|
Motor
Vehicles
|
Office
Equipment
|
I.T
Equipment
|
Plant &
Machinery
|
Right of use
assets
|
Total
|
|
Cost
|
(£)
|
(£)
|
(£)
|
(£)
|
(£)
|
(£)
|
(£)
|
(£)
|
|
Opening Cost as at 1 January 2022
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|
Additions
|
|
|
|
|
1,265
|
|
|
|
|
Closing Cost as at 31 December 2022
|
-
|
-
|
-
|
-
|
1,265
|
-
|
-
|
1,265
|
|
Closing Cost as at 31 December 2023
|
|
|
|
|
1,265
|
|
|
1,265
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated Depreciation ("Acc Depr")
|
|
|
|
|
|
|
|
|
|
Acc
Depr as at 1 January 2022
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|
Acc
Depr as at 31 December 2022
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|
Depreciation
|
-
|
-
|
-
|
-
|
(253)
|
-
|
-
|
(253)
|
|
Acc
Depr as at 31 December 2023
|
-
|
-
|
-
|
-
|
(253)
|
-
|
-
|
(253)
|
|
|
|
|
|
|
|
|
|
|
|
|
Land
|
Furniture and
Fittings
|
Motor
Vehicles
|
Office
Equipment
|
I.T
Equipment
|
Plant &
Machinery
|
Right of use
assets
|
Total
|
|
Carrying Value
|
(£)
|
(£)
|
(£)
|
(£)
|
(£)
|
(£)
|
(£)
|
(£)
|
|
Carrying value as at 31 December 2022
|
-
|
-
|
-
|
-
|
1,265
|
-
|
-
|
1,265
|
|
Carrying value as at 31 December 2023
|
-
|
-
|
-
|
-
|
1,012
|
-
|
-
|
1,012
|
|
|
Right of use asset
The Group has one lease contract
for land it shall utilise to construct a 5MW gas-fuelled power
generation plant. The land is located at Bordesley, Liverpool St.
Birmingham.
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 ranges between 8.44% and
10.38%.
The Group has valued its property,
plant and equipment in line with its directors' estimation of the
Value in Use for those assets. Kindly refer to note 11 for the key
variables used in the estimation of the value thereof.
|
Right of use asset
|
31 December 2023
(£)
Group
|
31 December 2022
(£)
Group
|
|
Set out below are the carrying amounts of right-of-use assets
recognised and the movements during the period:
|
|
|
|
Opening balance
|
333,525
|
284,000
|
|
Additions
|
-
|
62,090
|
|
Change in lease
|
62,274
|
-
|
|
Impairment
|
(381,350)
|
-
|
|
Depreciation
|
(14,449)
|
(12,565)
|
|
Closing balance
|
-
|
333,525
|
|
|
|
|
|
Lease liability
|
|
|
|
Set out below are the carrying amounts of lease liabilities
and the movements during the period:
|
|
|
|
Opening balance
|
350,654
|
291,518
|
|
Additions
|
-
|
60,005
|
|
Interest
|
35,959
|
26,131
|
|
Change in lease
|
62,274
|
|
|
Repayment
|
(39,292)
|
(27,000)
|
|
Closing balance
|
409,595
|
350,654
|
|
|
|
|
|
Spilt of lease liability between current and non-current
portions:
|
|
|
|
Non-current
|
405,390
|
346,674
|
|
Current
|
4,205
|
3,980
|
|
Total
|
409,595
|
350,654
|
|
|
|
|
|
Future minimum lease payments fall due as
follows
|
|
|
|
|
- within
1 year
|
39,826
|
33,960
|
|
|
- later
than 1 year but within 5 years
|
159,304
|
135,840
|
|
|
- later
than 5 years
|
851,812
|
756,720
|
|
|
Subtotal
|
1,050,942
|
926,520
|
|
|
- Unearned future finance charges
|
(641,347)
|
(575,866)
|
|
|
Closing balance
|
409,595
|
350,654
|
|
A 100bp change in the Incremental
Borrowing Rate ("IBR"), would result in a £Nil (2022: £29,603)
change in the Right of Use Asset, and the corresponding Lease
Liability of £33,643 (2022: £29,603) on transaction date. Short
term leases to the value of £43,949 (2023: £5,506) were not
recognised as right of use Assets
11. Intangible assets
Intangible assets consist of
separately identifiable prospecting, exploration and renewable
energy assets in the form of licences, intellectual property or
rights acquired either through business combinations or through
separate asset acquisitions.
The following reconciliation
serves to summarise the composition of intangible assets as at
period end:
|
|
ADV001 Hindlip Lane
(£)
|
ARL018 Stather Road
(£)
|
Bordersley Power
(£)
|
Mbeya Coal to Power Project
(£)
|
Rochdale
Power
(£)
|
Shankley Biogas
(£)
|
Sustineri
Energy
(£)
|
Total
(£)
|
|
Carrying value at 1 January 2022
|
-
|
-
|
2,595,000
|
1,940,577
|
150,273
|
-
|
278,700
|
4,964,550
|
|
Impairments
|
-
|
-
|
(1,288,578)
|
(1,940,577)
|
-
|
-
|
-
|
(3,229,155)
|
|
Acquisition of ARL018 Stather
Road
|
-
|
91,482
|
-
|
-
|
-
|
-
|
-
|
91,482
|
|
Acquisition of ADV001 Hindlip
Lane
|
247,506
|
-
|
-
|
-
|
-
|
-
|
-
|
247,506
|
|
Acquisition of Shankley Biogas
Ltd
|
-
|
-
|
-
|
-
|
-
|
603,050
|
-
|
603,050
|
|
Exchange movements
|
-
|
-
|
-
|
-
|
-
|
-
|
14,460
|
14,460
|
|
Carrying value at 1 January 2023
|
247,506
|
91,482
|
1,306,422
|
-
|
150,273
|
603,050
|
293,160
|
2,691,893
|
|
Impairments
|
-
|
(91,482)
|
(1,306,422)
|
|
-
|
(603,050)
|
(257,820)
|
(2,258,774)
|
|
Exchange movements
|
-
|
-
|
-
|
-
|
-
|
-
|
(35,340)
|
(35,340)
|
|
Carrying value at 31 December 2023
|
247,506
|
-
|
-
|
-
|
150,273
|
-
|
-
|
397,779
|
During the year the Group disposed
of its holdings in the Mbeya Coal to Power Project.
Intangible assets are amortised
once commercial production commenced, over the remaining useful
life of the project, which is estimated to be between 20 years,
depending on the unique characteristics of each project.
Until such time as the underlying
operations commence production, the Group performs regular
impairment reviews to determine whether any impairment indicators
exist.
When the following circumstance
arise, it indicates that an entity should test an intangible asset
for impairment:
the carrying value of the project
assets (deemed to be property, plant and equipment as well as
intangible asset) exceed the recoverable amount of the
assets.
In assessing whether a write-down
is required in the carrying value of a potentially impaired
intangible asset, the asset's carrying value is compared with its
recoverable amount. The recoverable amount is the higher of the
asset's fair value less cost of disposal (FVLCD) and value in use
(VIU). The valuation techniques applicable to the valuation of the
abovementioned intangible assets comprise a combination of fair
market values, discounted cash flow projections and historic
transaction prices.
The following key assumptions
influence the measurement of the intangible assets' recoverable
amounts, through utilising the forecast-based estimates
performed:
·
energy prices pegged from base year;
·
commercial viability period;
·
cost of capital related to funding
requirements;
·
applicable inflationary increases in energy
prices and related costs;
·
future operating expenditure for developments of
the project; and
·
co-operation of key project partners going
forward.
Through review of the project
specific financial, operational, market and economic indicators
applicable to the above intangible assets, as well as consideration
of the various elements which contribute toward the indication of
impairment, it was concluded impairment was necessary in the 2023
financial period.
Mbeya Coal to Power Project
The project has not made any
significant progress and as at year end did not indicate any
improvement and is therefore held at £Nil. Refer to note 26 where
the parent of the Mbeya Coal to Power Project was disposed during
September 2024.
Shankley Biogas Limited
The investment was originally seen
as recoverable, but during the 2023 the
dispute with the vendor which started during 2022 was not
significantly progressed due to the vendor's inability to provide
sufficient and reliable financial information for Shankley Biogas
Limited, despite numerous requests in this regard, and the Company
being unable to agree an option to lease agreement in respect of
the site with the vendor. The Company has been engaged in
constructive negotiations to reach an amicable resolve for the
ongoing dispute and is confident that this will be settled soon.
This has impacted the viability
thereof.
Management has sought to resolve
this with the former owners of the business without any formal way
forward. This has therefore resulted in the project being idle.
This, coupled with cash flow restrictions of Kibo, has led to no
further development of the project taking place.
The current considerations of
management is:
•
Dissolving the purchase agreement and in effect walking back the
transaction in full.
•
Legal action to maintain ownership, resolve the points of
contention with the former owners and develop the
projects.
None of the positions have been
finalised and as such the project is still deemed to be under
control of Kibo which results in an impairment of £600,000 of the
goodwill. If the acquisition contract is cancelled the impairment
would be reversed and brought back to its current net book value
(assets less liabilities) of £Nil.
Any contingent liabilities arising
from the actions of the former owner is deemed to fall outside of
Kibo's responsibility and Kibo has obtained legal opinion that the
liabilities would be the responsibility of the former owners as he
had acted outside of the contractual agreement.
A summary of the assessment
performed for each of the renewable energy intangible assets are
detailed below.
|
Key estimation variables
|
ADV001
|
ARL018
|
|
Recoverable value of
project
|
£685,141
|
-
|
|
Recoverable value method of
calculation
|
FVLCD
|
FVLCD
|
|
Life of project
|
20
years
|
20
years
|
|
Weighted average cost of capital
("WACC")
|
12.39%
|
12.39%
|
|
Output
|
7.0
MW
|
2.4
MW
|
|
Average £/MW output
|
£171,347
per MW output
|
£172,697
per MW output
|
|
Debt/Equity ratio
|
67/33
|
67/33
|
|
Sensitivity analysis
|
|
|
|
Project delayed by 6
months
|
(£51,689)
|
-
|
|
250bps Increase/Decrease in
WACC
|
(£685,141) / £1,079,758
|
-
|
|
250bps Increase/Decrease in £/MW
output
|
£393,537
/ (£393,537)
|
-
|
|
Project life decreased by 5
years
|
(£306,816)
|
-
|
|
Key estimation variables
|
Bordersley
|
Rochdale
|
|
Recoverable value of
project
|
£48,449
|
£568,844
|
|
Recoverable value method of
calculation
|
FVLCD
|
FVLCD
|
|
Life of project
|
20
years
|
20
years
|
|
Weighted average cost of capital
("WACC")
|
12.39%
|
12.39%
|
|
Output
|
5.0
MW
|
4.4
MW
|
|
Average annual £/MW
output
|
£410,606
per MW output
|
£518,620
per MW output
|
|
Debt/Equity ratio
|
67/33
|
67/33
|
|
Sensitivity analysis
|
|
|
|
Project delayed by 6
months
|
(£3,304)
|
(£43,833)
|
|
250bps Increase/Decrease in
WACC
|
(£48,449) / £612,219
|
(£544,043) / £753,963
|
|
250bps Increase/Decrease in £/MW
output
|
£115,246
/ (£48,499)
|
£268,599
/ (£268,599)
|
|
Project life decreased by 5
years
|
(£48,449)
|
(£317,634)
|
|
Key estimation variables
|
Pyebridge
|
Sustineri
Energy
|
|
Recoverable value of
project
|
£3,166,679
|
-
|
|
Recoverable value method of
calculation - based on active project
|
FVLCD
|
FVLCD
|
|
Life of project
|
20
years
|
10
years
|
|
Output
|
8.0
MW
|
2.7
MW
|
|
Average annual £/MW
output
|
£297,000
per MW output
|
£15,000
- £20,000 per MW output
|
The Group is exposed to
significant market volatility in its estimate of the weighted
average cost of capital. The risk-free rate for the market in which
the Group operates was negatively affected during the financial
year as a direct result of the war between Russia and
Ukraine.
The market interest rates have
increased significantly year on year and the weighted average cost
of capital rose from +-6.2% in the previous year to 13.5% for the
current financial year. This has resulted in impairments being
required for the investments and related property, plant and
equipment.
Market indicators are
predominantly showing an expected decrease in the interest rates
during the second half of the 2023 financial year. As a result of
the disposal of the interest in these projects during 2024, the
group does not expect that a reversal of impairment would
occur.
The assessment of the value in use
of the intangible assets resulted in an impairment of
£2,258,774 (2022: £3,229,155)
being recognised. The most significant
contributor to the impairment required was the increase of the
weighted average cost of capital due to increase in market interest
rates.
The directors have performed
further sensitivity analysis on the value in use assessments for
the four projects based in the UK and Sustineri based in South
Africa with the following variables being assessed:
|
Key estimation
variables
|
Reason for
assessment
|
|
Projects delayed by 6
months
|
The projects may be delayed due to
project funding restrictions.
|
|
250bps Increase/Decrease in
WACC
|
The market interest rates have been
volatile during the financial year and due to the above average
interest rate increases an assessment of 250bps increase or
decrease was performed.
|
|
250bps Increase/Decrease in £/MW
output
|
The energy market has experienced
above average movements during the financial year and an assessment
of 250bps increase or decrease was performed.
|
|
Projects life reduced by 5
years
|
The projects might be abandoned in
15 years due to excessive wear on the plant or significant change
in market sentiment regarding natural gas.
|
12. Investment in associates
Investment in associates consist
of equity investments where the Group has an equity interest
between 20% and 50% and does not exercise control over the
investee.
The following reconciliation
serves to summarise the composition of investments in associates as
at period end:
|
|
Katoro Gold PLC
(£)
|
Mabesekwa Coal Independent
Power Project (£)
|
Total
(£)
|
|
Carrying value at 1 January 2022
|
528,764
|
3,563,639
|
4,092,403
|
|
Share of losses for the
year
|
(181,684)
|
-
|
(181,684)
|
|
Impairment loss
|
(246,135)
|
(3,563,639)
|
(3,809,774)
|
|
Carrying value at 1 January 2023
|
100,945
|
-
|
100,945
|
|
Share of losses for the
year
|
(97,340)
|
-
|
(97,340)
|
|
Reversal of impairment
loss
|
121,377
|
307,725
|
429,102
|
|
Disposal of intangible
asset
|
|
(307,725)
|
(307,725)
|
|
Carrying value at 31 December 2023
|
124,982
|
-
|
124,982
|
Mabesekwa Coal Independent Power Project
On 3 April 2018, the Group
completed the acquisition of an 85% interest in the Mabesekwa Coal
Independent Power
Project, located in Botswana. The
intangible asset was recognised at the fair value of the
consideration paid, which emanates from the fair value of the
equity instruments issued as at transaction date, being
£9,376,312.
The Mabesekwa Coal Independent
Power Project ("MCIPP") is located approximately 40km east of the
village of Tonata and approximately 50km southeast of Francistown,
Botswana's second largest city. Certain aspects of the Project have
been advanced previously by Sechaba Natural Resources Limited
("Sechaba"), including water and land use permits and environmental
certification. Mabesekwa consists of an in situ 777Mt Coal
Resource. A pre-feasibility study on a coal mine and a scoping
study on a coal fired thermal power plant has been completed. Kibo
is in possession of a Competent Persons Report on the project,
which includes a SAMREC-compliant Maiden Resource Statement on the
excised 300 Mt portion of the Mabesekwa coal deposit.
In September 2019, Kibo and Shumba
Energy Limited ("Shumba") signed a binding Heads of Agreement to
reorganise the arrangements for the MCIPP and its associated coal
asset in Botswana. Under the reorganisation the MCIPP retained
assets will be consolidated back into KEB and Kibo's interest in
KEB will be reduced to 35% to maintain Kibo's look-through interest
in the MCIPP resource and make sundry adjustments to recognise
Kibo's project expenditure. In exchange for the increase in the
equity interest held by Shumba, Shumba would forego the previous
claim it had against a portion of the MCIPP coal resources, thereby
increasing the value of the interest held by KEB.
During the financial year the
investment in Mabasekwa was disposed of for the shares in the
listed company Shumba Energy Limited with
a fair value of £307,725 at disposal date. The shares fair valued
at year end did not change and remained as £307,725. Shumba Energy
trades on the Botswana Stock Exchange. The intangible asset for the
Mabasekwa Coal assets were valued at the disposal price which
resulted in a reversal of impairment of £307,725.
Kibo Energy Botswana (Pty) Ltd
recognised no revenue during the year (2022: Nil). No dividends
were received during the year (2022: Nil). Kibo Energy Botswana
(Pty) Ltd's principal place of business is Plot 2780, Extension 9,
Gaborone, Botswana.
During the 2024 year, the
investment in Shumba was disposed of as part of the disposal of
Kibo Mining (Cyprus) Limited ("KMCL") on 11 October 2024, for a
consideration to Kibo Energy Plc of £Nil as the proceeds with said
disposal was set off against KMCL's payroll liabilities under the
terms of the share purchase agreement, which resulted in a group
loss on disposal of £307,725. The disposal was as a result of the
Group restructuring initiated during June 2024 (refer note
26).
Katoro Gold PLC
On 30 September 2021, the Group
lost the ability to exercise control over the operations of Katoro
Gold PLC and its subsidiaries (hereinafter referred to as the
"Katoro Group") following from the resignation of certain Kibo
directors.
Following the loss of control, in
accordance with IFRS 10, the assets, liabilities, non-controlling
interest and foreign currency translation reserves attributable to
the operations of the Katoro Group were derecognised, with the
remaining equity interest retained in the associate being
recognised at fair value, resulting in a loss on deemed disposal
recognised through profit or loss, as detailed below.
The value of the remaining equity
interest in Katoro Gold PLC on initial recognition as an associate,
was determined based on the fair value of the listed
equities.
During the current year the
shareholding of Katoro declined to below the 20% threshold. Due to
significant influence retained over Katoro as a result of shared
board members during the 2023 year, Katoro was deemed to be an
associate as at reporting date. In the 2024 financial year board
changes in both Kibo and Katoro resulted in Katoro no longer being
recognised as an associate.
Summarised financial information
of the associate is set out below:
|
|
|
Group
(£)
31 December
2023
|
Group
(£)
31 December
2022
|
|
Non-current assets
|
|
-
|
-
|
|
Current assets
|
|
16,330
|
65,936
|
|
Current liabilities
|
|
(654,618)
|
(296,844)
|
|
Loss for the year ended
|
|
(607,365)
|
(1,066,616)
|
|
|
|
|
|
|
Cash flow from operating
activities
|
|
(200,388)
|
(893,310)
|
|
Cash flow from investing
activities
|
|
-
|
-
|
|
Cash flows from financing
activities
|
|
144,711
|
114,950
|
Katoro Gold PLC recognised no
revenue during the year (2022: £Nil). No dividends were received
during the year (2022: £Nil). Kibo owns 96,138,738 of Katoro's
669,497,693 issued shares or 14.36% (2022: 20.88%) of the issued
shares at year end.
At 31 December 2023 the group
equity accounted for loss and other comprehensive income in Katoro
to the value of £97,340. In terms of group accounting policies, the
carrying value of investments in associates that are publicly
traded are measured at the fair value of their shares. The
resultant difference is recognised as an impairment loss or
reversal of impairment. The net reversal of impairment amounted to
£121,377 for the year (2022: £246,135 impairment loss).
Katoro Gold PLC's principal place
of business is the 6th Floor, 60 Gracechurch Street,
London, EC4V OHR. Project specific information about Katoro Gold
PLC can be obtained from their website at
katorogold.com.
13. Other financial assets
|
|
|
Group
(£)
|
Group
(£)
|
|
|
|
2023
|
2022
|
|
|
|
|
|
|
Other financial assets comprise of:
|
|
|
|
|
Shumba Energy Limited (refer note
12)
|
|
307,725
|
|
|
|
|
307,725
|
-
|
|
|
|
|
|
|
Impairment allowance for other
financial assets receivable
|
|
|
|
|
Shumba Energy Limited (refer note
12)
|
|
-
|
-
|
|
|
|
|
|
|
|
|
|
Group
|
|
Reconciliation of movement in other financial
assets
|
|
|
Shumba Energy
Limited
|
|
|
|
|
£
|
|
|
|
|
|
|
Carrying value as at 31 December
2022
|
|
|
-
|
|
Additions
|
|
|
307,725
|
|
Carrying value as at 31 December
2023
|
|
|
307,725
|
|
|
|
|
|
|
Fair value hierarchy
measurement
|
|
|
Level 1
|
14. Other receivables
|
|
Group 2023
(£)
|
Group 2022
(£)
|
Company
2023 (£)
|
Company
2022 (£)
|
|
|
|
|
|
|
|
Amounts falling due within one year:
|
|
|
|
|
|
Other debtors
|
242,272
|
227,223
|
156,114
|
90,720
|
|
|
242,272
|
227,223
|
156,114
|
90,720
|
The carrying value of current
receivables approximates their fair value.
Trade and other receivables pledged as
security
None of the above stated trade and
other receivables were pledged as security at period end. Credit
quality of trade and other receivables that are neither past due
nor impaired can be assessed by reference to historical repayment
trends of the individual debtors.
15. Cash and cash
equivalents
|
|
|
Group
(£)
|
Company
(£)
|
|
Cash consists of:
|
|
2023
|
2022
|
2023
|
2022
|
|
|
|
|
|
|
|
|
Short term convertible cash
reserves
|
|
64,057
|
163,884
|
1,507
|
19,442
|
|
|
|
64,057
|
163,884
|
1,507
|
19,442
|
Cash has not been ceded or placed
as encumbrance toward any liabilities as at year end.
16. Share capital - Group and
Company
|
|
|
2023
|
2022
|
|
Authorised equity
|
|
|
|
|
10,000,000,000 Ordinary shares of
€0.0001 each
|
|
€1,000,000
|
-
|
|
5,000,000,000 Ordinary shares of
€0.001 each
|
|
-
|
€5,000,000
|
|
1,000,000,000 deferred shares of
€0.014 each
|
|
€14,000,000
|
€14,000,000
|
|
3,000,000,000 deferred shares of
€0.009 each
|
|
€27,000,000
|
€27,000,000
|
|
5,000,000,000 deferred shares of
€0.0009 each
|
|
€4,500,000
|
-
|
|
|
|
€46,500,000
|
€46,000,000
|
|
Allotted, issued and fully paid shares
|
|
|
|
|
2023: 3,779,866,683 Ordinary
shares of €0.0001 each
|
|
£258,511
|
-
|
|
2022: 3,039,197,458 Ordinary
shares of €0.001 each
|
|
-
|
£1,934,599
|
|
1,291,394,535 Deferred shares of €0.009 each
|
|
£9,257,075
|
£9,257,075
|
|
805,053,798 Deferred shares of
€0.014 each
|
|
£9,948,807
|
£9,948,807
|
|
3,779,866,683 Deferred shares of
€0.0009 each
|
|
£2,326,595
|
-
|
|
|
|
£21,790,988
|
£21,140,481
|
|
|
|
|
|
|
|
|
Number of
Shares
|
Ordinary Share Capital
(£)
|
Deferred Share Capital
(£)
|
Share
premium
(£)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 31 December 2021
|
|
2,930,657,437
|
1,836,562
|
19,205,882
|
45,429,328
|
|
|
|
|
|
|
|
|
Shares issued during the
period
|
|
108,540,021
|
98,036
|
-
|
86,753
|
|
|
|
|
|
|
|
|
Balance at 31 December 2022
|
|
3,039,197,458
|
1,934,598
|
19,205,882
|
45,516,081
|
|
|
|
|
|
|
|
|
Shares issued during the
period
|
|
740,669,225
|
650,508
|
|
299,920
|
|
Deferred shares issued during the
period
|
|
-
|
(2,326,595)
|
2,326,595
|
-
|
|
|
|
|
|
|
|
|
Balance at 31 December 2023
|
|
3,779,866,683
|
258,511
|
21,532,477
|
45,816,001
|
|
|
|
|
|
|
|
|
All ordinary shares issued have
the right to vote, right to receive dividends, a copy of the annual
report, and the right to transfer ownership.
During the year, the Company
resolved to reduce the nominal value of the ordinary shares in
issue from €0.001 to
€0.0001, whilst retaining the same
number of shares. Under the capital re-organisation, each ordinary
share was
converted into one new deferred
share of €0.0009 each and one new ordinary share of €0.0001
each.
The Deferred Shares will not
entitle holders to receive notice of, or attend or vote at any
general meeting of the
Company or to receive a dividend
or other distribution or to participate in any return on capital on
a winding up other
than the nominal amount paid
following a substantial distribution to the holders of the Ordinary
Shares in the
Company.
The company issued the following
ordinary shares during the period, with regard to key
transactions:
·
14,025,314 new Kibo Shares were issued on 25
January 2023 of €0.001 each at a deemed issue price of £0.0014 per
share to a supplier in settlement of £19,635 of amounts
due;
·
510,369,286 new Kibo Shares were issued on 11
April 2023 of €0.001 each at a deemed issue price of £0.0014 to and
Institutional Lender pursuant to partial settlement of convertible
loan notes;
·
168,274,625 new Kibo Shares were issued on 26
April 2023 of €0.001 each at a deemed issue price of £0.0011 per
share pursuant to 168,274,625 warrants exercised
•
48,000,000 new Kibo Shares were issued on 26 May 2023 of €0.001
each at a deemed issue price of
£0.0011 per share pursuant to
48,000,000 warrants exercised.
17. Control
reserve
The transaction with Opera
Investments PLC in 2017 represented a disposal without loss of
control. Under IFRS this constitutes a transaction with equity
holders and as such is recognised through equity as opposed to
recognising goodwill. The control reserve represents the difference
between the purchase consideration and the book value of the net
assets and liabilities acquired in the transaction with Opera
Investments. The control reserve balance as at the year-end is Nil,
following the loss of control over of Katoro Gold PLC effective
from 30 September 2021.
18. Share based payments
reserve
The following reconciliation
serves to summarise the composition of the share-based payment
reserves as at period end, which incorporates both warrants and
share options in issue for the Group:
|
|
Group
(£)
|
Company
(£)
|
|
|
2023
|
2022
|
2023
|
2022
|
|
Opening balance of share-based
payment reserve
|
73,469
|
466,868
|
73,469
|
466,868
|
|
Repricing of warrants
|
(45,850)
|
-
|
(45,850)
|
-
|
|
Issue of share options and
warrants
|
380,741
|
24,774
|
-
|
24,774
|
|
Warrants attributable to
NCI
|
(380,741)
|
-
|
-
|
-
|
|
Expired warrants during the
period
|
(17,441)
|
(418,173)
|
(17,441)
|
(418,173)
|
|
Warrants exercised
|
(10,178)
|
-
|
(10,178)
|
-
|
|
|
-
|
73,469
|
-
|
73,469
|
Share Options and Warrants detail
Share
Options
Kibo and MAST Energy Developments
PLC had no share options in issue throughout the year
Warrants
The following reconciliation
serves to summarise the value attributable to the share-based
payment reserve as at period end for the Company:
|
|
Group
(£)
|
Company
(£)
|
|
|
2023
|
2022
|
2023
|
2022
|
|
Opening balance of warrant
reserve
|
73,469
|
466,868
|
73,469
|
466,868
|
|
Repricing of warrants
|
(45,850)
|
-
|
(45,850)
|
-
|
|
Issue of share options and
warrants
|
380,741
|
24,774
|
-
|
24,774
|
|
Expired warrants during the
period
|
(17,441)
|
(418,173)
|
(17,441)
|
(418,173)
|
|
Warrants exercised
|
(10,178)
|
-
|
(10,178)
|
-
|
|
|
380,741
|
73,469
|
-
|
73,469
|
The following reconciliation
serves to summarise the quantity of warrants in issue as at period
end:
|
|
|
Group
|
Company
|
|
|
|
2023
|
2022
|
2023
|
2022
|
|
Opening balance
|
|
1,128,024,625
|
1,180,861,140
|
1,128,024,625
|
1,180,861,140
|
|
New warrants issued
|
|
86,814,562
|
168,274,625
|
-
|
168,274,625
|
|
Warrants exercised
|
|
(284,524,625)
|
-
|
(284,524,625)
|
-
|
|
Warrants expired
|
|
(843,500,000)
|
(221,111,140)
|
(843,500,000)
|
(221,111,140)
|
|
|
|
86,814,562
|
1,128,024,625
|
-
|
1,128,024,625
|
At 31 December 2023 the Group
had no share options and 86,814,562 (2022: 1,128,024,625) warrants
outstanding:
|
Warrants (All arose in Mast Energy Developments
Plc)
|
|
|
Date of
Grant
|
Issue date
|
Expiry
date
|
Exercise
price
|
Number
granted
|
Exercisable as at 31
December 2023
|
|
|
18 May
2023
|
18 May
2023
|
18 May
2026
|
2p
|
2,255,656
|
2,255,656
|
|
|
18 May
2023
|
18 May
2023
|
18 May
2026
|
2p
|
2,255,656
|
2,255,656
|
|
|
18 May
2023
|
18 May
2023
|
18 May
2027
|
0.89
|
20,575,813
|
20,575,813
|
|
|
18 May
2023
|
18 May
2023
|
18 May
2027
|
1.8p
|
20,575,813
|
20,575,813
|
|
|
18 May
2023
|
18 May
2023
|
18 May
2027
|
0.89p
|
20,575,813
|
20,575,813
|
|
|
18 May
2023
|
18 May
2023
|
18 May
2027
|
1.8pp
|
20,575,813
|
20,575,813
|
|
|
|
|
|
|
86,814,564
|
86,814,564
|
|
|
|
|
|
|
Total contingently issuable shares
|
|
86,814,564
|
86,814,564
|
Expenses settled through the issue of
shares
The Group recognised the following
expense related to equity settled share-based payment
transactions:
|
|
|
2023 (£)
|
2022 (£)
|
|
|
|
|
|
|
Geological expenditure
settled
|
|
-
|
25,000
|
|
Listing and capital raising
fees
|
|
195,559
|
159,790
|
|
Shares and warrants issued to
directors and staff
|
|
-
|
-
|
|
|
|
195,559
|
184,790
|
19. Translation
reserve
The foreign exchange reserve
relates to the foreign exchange effect of the retranslation of the
Group's overseas subsidiaries on consolidation into the Group's
financial statements, taking into account the financing provided to
subsidiary operations is seen as part of the Group's net investment
in subsidiaries.
|
|
Group
|
|
|
2023
(£)
|
2022
(£)
|
|
Opening balance
|
(93,993)
|
(466,184)
|
|
Movement during the
period
|
576,313
|
372,191
|
|
Closing balance
|
482,320
|
(93,993)
|
The gain on foreign currency
translation is a result of investments in foreign denominated
subsidiaries with the primary investments in Euro and secondary
investments in US Dollar and South African Rand. The devaluation of
the Euro to the British Pound specifically resulted in above normal
gains experienced in the current year. The foreign currency
translation reserve is expected to be derecognised during the 2024
year as a result of Kibo Mining Cyprus Limited's disposal (refer
note 26).
20. Non-controlling
interest
The non-controlling interest
brought forward relates to the minority equity attributable to
Sustineri Energy and Mast Energy Developments Plc. As at 31
December 2023, the Group's non-controlling interest comprises
57,42% equity held in MAST Energy Development PLC (2022: 42.14%)
and 35% in Sustineri Energy (2022: 35%).
|
|
Group
|
|
|
2023 (£)
|
2022 (£)
|
|
Opening balance
|
1,164,218
|
1,962,816
|
|
Change of interest in subsidiary
without loss of control
|
483,786
|
333,009
|
|
Warrants attributable to
NCI
|
380,741
|
-
|
|
Director's loan repayable in
shares
|
81,329
|
-
|
|
Comprehensive loss for the year
allocated to non-controlling interest
|
(1,854,866)
|
(1,131,607)
|
|
Closing balance of non-controlling
interest
|
255,208
|
1,164,218
|
The summarised financial
information for significant subsidiaries in which the
non-controlling interest has an influence, namely MAST Energy
Developments PLC as at ended 31 December 2023, is presented
below:
|
|
MAST Energy Development
PLC
|
|
|
2023 (£)
|
2022 (£)
|
|
Statement of Financial position
|
|
|
|
Total assets
|
2,601,549
|
4,617,505
|
|
Total liabilities
|
2,986,058
|
2,500,761
|
|
Statement of Profit and Loss
|
|
|
|
Revenue for the period
|
341,207
|
1,036,743
|
|
Loss for the period
|
(3,539,394)
|
(2,733,000)
|
|
Statement of Cash Flow
|
|
|
|
Cash flows from operating
activities
|
(727,125)
|
(1,284,427)
|
|
Cash flows from investing
activities
|
-
|
(974,350)
|
|
Cash flows from financing
activities
|
595,193
|
585,500
|
21. Trade
and other
payables
|
|
Group 2023
(£)
|
Group 2022
(£)
|
Company 2023
(£)
|
Company 2022
(£)
|
|
Amounts falling due within one year:
|
|
|
|
|
|
Trade payables
|
1,862,542
|
680,722
|
420,340
|
159,009
|
|
Derivative liabilities (refer
below)
|
22,232
|
20,386
|
-
|
-
|
|
Other payables
|
600,000
|
884,015
|
600,000
|
-
|
|
Accrued liabilities
|
1,427,449
|
809,967
|
81,885
|
667,026
|
|
|
3,912,223
|
2,395,090
|
1,102,225
|
826,035
|
|
|
|
|
|
|
|
Movements in derivative
liabilities included in Trade and Other Payables:
|
|
|
|
|
|
(Derecognition) / Recognition of
derivative liability derived from the convertible loan
notes
|
(64,326)
|
106,944
|
-
|
-
|
|
Gain on fair value adjustment of
derivative liability
|
86,558
|
(86,558)
|
-
|
-
|
|
|
22,232
|
20,386
|
-
|
-
|
The carrying value of current
trade and other payables equals their fair value due mainly to the
short-term nature of these receivables.
Derivatives
The derivative liability is
derived from the convertible credit note loans. The convertible
feature within the credit notes enables the noteholders to convert
into a fixed number of shares at the Fixed Premium Payment Price
(FPPP). This price does have variability, although the FPPP is set
at the Reference price, in the event that a share placing occurs
93,910 at below the Reference price, the FPPP will be the share
placing price ("round down" feature). The conversion includes and
embedded derivative, as its value moves in relation the share price
(through a placing price) and it is not related to the underlying
host instrument, the debt. The effect is that the embedded
derivative is accounted for separately at fair value.
22. Borrowings and other
financial liabilities
|
|
Group 2023
(£)
|
Group 2022
(£)
|
Company 2023
(£)
|
Company 2022
(£)
|
|
Amounts falling due within one year:
|
|
|
|
|
|
Short term loans
|
1,217,913
|
1,195,239
|
1,217,913
|
1,195,239
|
|
Other financial liabilities -
Convertible loan notes
|
318,925
|
1,012,790
|
-
|
657,985
|
|
|
|
|
|
|
|
Amounts falling due between one year and five
years:
|
|
|
|
|
|
Other financial liabilities -
Convertible loan notes
|
444,365
|
243,056
|
-
|
-
|
|
|
1,981,203
|
2,451,085
|
1,217,913
|
1,853,224
|
|
|
|
|
|
|
|
|
Group 2023
(£)
|
Group 2022
(£)
|
Company 2023
(£)
|
Company 2022
(£)
|
|
Reconciliation of borrowings and other financial
liabilities:
|
|
|
|
|
|
Opening balance
|
2,451,085
|
1,079,691
|
1,853,224
|
119,004
|
|
Proceeds from
convertible loans in MED
|
171,931
|
650,000
|
|
-
|
|
Proceeds from
borrowings in Kibo
|
|
1,672,824
|
|
1,672,824
|
|
Recognition of
derivative liability derived from the convertible loan
notes
|
|
(106,944)
|
|
-
|
|
Raised during
the year
|
|
-
|
|
-
|
|
Repayment of
deferred payment liability
|
|
(555,535)
|
|
-
|
|
Repayment of
borrowings
|
(466,870)
|
(44,917)
|
(322,687)
|
(44,917)
|
|
Waiver of
deferred payment liability
|
|
(421,041)
|
|
-
|
|
Debt forgiven
|
|
-
|
|
-
|
|
Interest charged
|
204,128
|
192,087
|
115,397
|
121,393
|
|
Costs incurred on
borrowings
|
195,559
|
74,709
|
146,609
|
74,709
|
|
Settled through the issue of
shares
|
(574,630)
|
(89,789)
|
(574,630)
|
(89,789)
|
|
Closing balance
|
1,981,203
|
2,451,085
|
1,217,913
|
1,853,224
|
|
|
|
|
|
|
|
Breakdown of borrowings and other financial
liabilities:
|
|
|
|
|
|
Non-current
|
-
|
243,056
|
-
|
-
|
|
Current
|
1,981,203
|
2,208,029
|
1,217,913
|
1,853,224
|
|
Total
|
1,981,203
|
2,451,085
|
1,217,913
|
1,853,224
|
Convertible loan notes
Short term loans relate to two
unsecured loan facilities from the institutional investor which are
repayable either through the issue of ordinary shares or payment of
cash by the Company.
These facilities have repayment
periods of 18 and 24 months respectively for each drawdown from the
facility. The facilities may be converted at the option of the note
holders once certain milestones have been met.
During the year the loan notes were
reprofiled.
23. Investment
in subsidiaries
and associates
Breakdown of investments as at 31 December
2023
|
|
Associate undertakings
(£)
|
Subsidiary undertakings
(£)
|
|
Kibo Mining (Cyprus)
Limited
|
-
|
2,210,659
|
|
Katoro Gold PLC
|
124,982
|
-
|
|
Shankley Biogas Limited
|
-
|
-
|
|
Total investments
|
124,982
|
2,210,659
|
Breakdown of investments as at 31 December
2022
|
|
Associate undertakings
(£)
|
Subsidiary undertakings
(£)
|
|
|
Kibo Mining (Cyprus)
Limited
|
-
|
4,987,662
|
|
|
Katoro Gold PLC
|
100,945
|
-
|
|
|
Shankley Biogas Limited
|
-
|
600,000
|
|
|
Total cost of investments
|
100,945
|
5,587,662
|
|
|
|
|
|
|
Investments at Cost
|
|
|
|
At 1 January 2022
|
528,764
|
16,233,997
|
|
Additions in Kibo Mining Cyprus
Limited
|
-
|
1,086,889
|
|
Purchase of Shankley Biogas
Limited (refer note 11)
|
-
|
600,000
|
|
Impairment of
subsidiaries
|
-
|
(12,333,224)
|
|
Fair value adjustment of Katoro
Gold PLC
|
(427,819)
|
-
|
|
At 31 December 2022 (£)
|
100,945
|
5,587,662
|
|
Reduction in Kibo Mining Cyprus
Limited
|
|
(48,972)
|
|
Impairment of
subsidiaries
|
|
(3,328,031)
|
|
Fair value adjustment of Katoro
Gold PLC
|
24,037
|
-
|
|
At 31 December 2023 (£)
|
124,982
|
2,210,659
|
At 31 December 2023 the Company
had the following undertakings:
|
Description
|
Subsidiary, associate, Joint
Ops
|
Activity
|
Incorporated
in
|
Interest
held (2023)
|
Interest
held (2022)
|
|
Directly held
investments
|
|
|
|
|
|
|
Kibo Mining (Cyprus) Limited
|
Subsidiary
|
Treasury Function
|
Cyprus
|
100%
|
100%
|
|
Katoro Gold PLC
|
Associate
|
Mineral Exploration
|
United Kingdom
|
14.36%
|
20.88%
|
|
Indirectly held
investments
|
|
|
|
|
|
|
MAST Energy Development PLC
|
Subsidiary
|
Power Generation
|
United Kingdom
|
42.58%
|
57.86%
|
|
Sloane Developments Limited
|
Subsidiary
|
Holding Company
|
United Kingdom
|
42.58%
|
57.86%
|
|
MAST Energy Projects Limited
|
Subsidiary
|
Power Generation
|
United Kingdom
|
42.58%
|
57.86%
|
|
Bordersley Power Limited
|
Subsidiary
|
Power Generation
|
United Kingdom
|
42.58%
|
57.86%
|
|
Rochdale Power Limited
|
Subsidiary
|
Power Generation
|
United Kingdom
|
42.58%
|
57.86%
|
|
Pyebridge Power Limited
|
Subsidiary
|
Power Generation
|
United Kingdom
|
42.58%
|
57.86%
|
|
Kibo Gold Limited
|
Associate
|
Holding Company
|
Cyprus
|
2.87%
|
20.88%
|
|
Savannah Mining Limited
|
Associate
|
Mineral Exploration
|
Tanzania
|
2.87%
|
20.88%
|
|
Kibo Nickel Limited
|
Associate
|
Holding Company
|
Cyprus
|
9.33%
|
20.88%
|
|
Eagle Exploration Limited
|
Associate
|
Mineral Exploration
|
Tanzania
|
9.33%
|
20.88%
|
|
Katoro (Cyprus) Limited
|
Associate
|
Mineral Exploration
|
Cyprus
|
9.33%
|
20.88%
|
|
Katoro South Africa Limited
|
Associate
|
Mineral Exploration
|
South Africa
|
9.33%
|
20.88%
|
|
Mbeya Holdings Limited
|
Subsidiary
|
Holding Company
|
Cyprus
|
100%
|
100%
|
|
Mbeya Development Limited
|
Subsidiary
|
Holding Company
|
Cyprus
|
100%
|
100%
|
|
Mbeya Mining Company Limited
|
Subsidiary
|
Holding Company
|
Cyprus
|
100%
|
100%
|
|
Mbeya Coal Limited
|
Subsidiary
|
Mineral Exploration
|
Tanzania
|
100%
|
100%
|
|
Rukwa Holding Limited
|
Subsidiary
|
Holding Company
|
Cyprus
|
100%
|
100%
|
|
Mbeya Power Tanzania Limited
|
Subsidiary
|
Power Generation
|
Tanzania
|
100%
|
100%
|
|
Kibo Mining South Africa (Pty) Ltd
|
Subsidiary
|
Treasury Function
|
South Africa
|
100%
|
100%
|
|
Sustineri Energy (Pty) Ltd
|
Subsidiary
|
Renewable Energy
|
South Africa
|
65%
|
65%
|
|
Kibo Exploration Limited
|
Subsidiary
|
Treasury Function
|
Tanzania
|
100%
|
100%
|
|
Kibo MXS Limited
|
Subsidiary
|
Holding Company
|
Cyprus
|
100%
|
100%
|
|
Mzuri Exploration Services Limited
|
Investment
|
Exploration Services
|
Tanzania
|
4.78%
|
4.78%
|
|
Protocol Mining Limited
|
Investment
|
Exploration Services
|
Tanzania
|
4.78%
|
4.78%
|
|
|
Jubilee Resources Limited
|
Subsidiary
|
Mineral Exploration
|
Tanzania
|
100%
|
100%
|
|
|
Kibo Energy Botswana Limited
|
Subsidiary
|
Holding Company
|
Cyprus
|
100%
|
100%
|
|
|
Kibo Energy Botswana (Pty) Ltd -
disposed
|
Associate
|
Mineral Exploration
|
Botswana
|
0%
|
35%
|
|
|
Kibo Energy Mozambique Limited
|
Subsidiary
|
Holding Company
|
Cyprus
|
100%
|
100%
|
|
|
Pinewood Resources Limited
|
Subsidiary
|
Mineral Exploration
|
Tanzania
|
100%
|
100%
|
|
|
BENGA Power Plant Limited
|
Joint Venture
|
Power Generation
|
Tanzania
|
65%
|
65%
|
|
|
Makambako Resources Limited
|
Subsidiary
|
Mineral Exploration
|
Tanzania
|
100%
|
100%
|
|
|
Shankley Biogas Limited
|
Subsidiary
|
Power Generation
|
United Kingdom
|
100%
|
100%
|
|
The Group has applied the approach
whereby loans to Group undertakings and trade receivables from
Group undertakings were capitalised to the cost of the underlying
investments. The capitalisation results in a decrease in the
exchange fluctuations between Group companies operating from
various locations.
24. Related
parties
Related parties of the Group
comprise subsidiaries, joint ventures, significant shareholders,
the Board of Directors and related parties in terms of the listing
requirements. Transactions between the Company and its
subsidiaries, which are related parties, have been eliminated on
consolidation.
Board of Directors/ Key Management
|
Name
|
Relationship (Directors of:)
|
|
A. Lianos (resigned 2022)
|
River Group, Boudica Group and
Namaqua Management Limited
|
Other entities over which directors/key management or their
close family have control or significant
influence:
|
River Group
Boudica Group
St Anderton on Vaal
Limited
|
River Group provide corporate
advisory services and is the Company's Designated
Advisor.
Boudica Group provides secretarial
services to the Group.
St Anderton on Vaal Limited
provides consulting services to the Group. The directors of St
Anderton on Vaal Limited are also directors of Mast Energy
Developments PLC.
|
Kibo Mining PLC is a shareholder of the following companies
and as such are considered related parties:
|
Directly held
investments:
|
Kibo Mining (Cyprus)
Limited
|
|
|
Katoro Gold PLC
|
|
Indirectly held
investments:
|
Kibo Gold Limited
|
|
|
Kibo Mining South Africa
Proprietary Limited
|
|
|
Savannah Mining Limited
|
|
|
Kibo Nickel Limited
|
|
|
Katoro (Cyprus) Limited
|
|
|
Katoro South Africa Proprietary
Limited
|
|
|
Kibo Energy Botswana
Limited
|
|
|
Kibo Energy Mozambique
Limited
|
|
|
Eagle Exploration Mining
Limited
|
|
|
Rukwa Holdings Limited
|
|
|
Mbeya Holdings Limited
|
|
|
Mbeya Development Company
Limited
|
|
|
Mbeya Mining Company
Limited
|
|
|
Mbeya Coal Limited
|
|
|
Mbeya Power Limited
|
|
|
Kibo Exploration
Limited
|
|
|
Mbeya Power Tanzania
Limited
|
|
|
Kibo MXS Limited
|
|
|
Kibo Energy Mozambique
Limited
Pinewood Resources
Limited
|
|
|
Makambako Resources
Limited
|
|
|
Jubilee Resources
Limited
|
|
|
MAST Energy Developments
PLC
|
|
|
MAST Energy Projects
Limited
|
|
|
Sloane Developments
Limited
|
|
|
Bordersley Power
Limited
|
|
|
Rochdale Power Limited
|
|
|
Pyebridge Power Limited
|
|
|
Shankley Biogas Limited
|
|
|
Icon Park (Pty) Ltd
|
|
|
Sustineri Energy Proprietary
Limited
|
Balances
|
Name
|
Amount
(£)
2023
|
Amount
(£)
2022
|
|
Group
|
|
|
|
Boudica Group - Secretarial
services
|
-
|
27,577
|
|
River Group - Professional and legal
services
|
-
|
2,500
|
|
|
|
|
|
Company
|
|
|
|
Katoro Gold Plc - recharges
receivable
|
30,403
|
-
|
|
Mast Energy Developments Plc-
Management and administration services receivable
|
38,306
|
16,025
|
|
Mast Energy Developments Plc
(through Kibo Mining (Cyprus) Limited)- loan receivable
|
849,253
|
1,231,535
|
Transactions
|
Name
|
Amount
(£)
2023
|
Amount
(£)
2022
|
|
Group
|
|
|
|
Boudica Group - Secretarial
services
|
-
|
27,577
|
|
|
|
|
|
Company
|
|
|
|
Mast Energy Developments Plc -
Management and administration services
|
30,892
|
16,232
|
|
Katoro Gold Plc- Management and
administration services
|
30,403
|
49,453
|
|
Directors fees (refer note
7)
|
-
|
24,366
|
Transactions between the Company
and its subsidiaries, which are related parties, have been
eliminated on consolidation. The transactions during the period
between the Company and its subsidiaries included the settlement of
expenditure to/from subsidiaries, working capital funding, and
settlement of the Company's liabilities through the issue of equity
in subsidiaries. The loans from related parties do not have fixed
repayment terms and are unsecured.
25. Financial
Instruments and
Financial Risk Management
The Group and Company's principal
financial instruments comprises trade payables and borrowings. The
main purpose of these financial instruments is to provide finance
for the Group and Company's operations. The Group has various other
financial assets and liabilities such as trade receivables and
trade payables, which arise directly from its
operations.
It is and has been throughout the
2023 and 2022 financial period, the Group and Company's policy not
to undertake trading in derivatives. Any derivative liabilities due
are a result of agreements with the Group and Company's suppliers
or financiers under its primary business goals, i.e., financing and
development of renewable energy projects.
The main risks arising from the
Group and Company's financial instruments are foreign currency
risk, credit risk, liquidity risk, interest rate risk and capital
risk. Management reviews and agrees policies for managing each of
these risks which are summarised below.
|
|
2023
(£)
|
2022
(£)
|
|
Financial instruments of the Group
are:
|
Financial
assets
|
Financial
liabilities
|
Financial
assets
|
Financial
liabilities
|
|
|
|
|
|
|
|
Financial assets at amortised cost
|
|
|
|
|
|
Other receivables
|
242,272
|
-
|
227,223
|
-
|
|
Cash and cash equivalents
|
64,057
|
-
|
163,884
|
-
|
|
|
|
|
|
|
|
Financial liabilities at amortised cost
|
|
|
|
|
|
Trade and other
payables
|
-
|
3,912,223
|
-
|
2,374,704
|
|
Other financial
liabilities
|
-
|
763,290
|
-
|
1,255,846
|
|
Borrowings
|
-
|
1,217,913
|
-
|
1,195,239
|
|
|
|
|
|
|
|
Financial liabilities at fair value
|
|
|
|
|
|
Trade payables - derivative
liabilities
|
-
|
22,232
|
-
|
20,386
|
|
|
306,329
|
5,915,658
|
391,107
|
4,846,175
|
|
|
2023
(£)
|
2022
(£)
|
|
Financial instruments of the Company
are:
|
Financial
assets
|
Financial
liabilities
|
Financial
assets
|
Financial
liabilities
|
|
|
|
|
|
|
|
Financial assets at amortised cost
|
|
|
|
|
|
Other receivables
|
156,114
|
|
90,720
|
-
|
|
Cash and cash equivalents
|
1,507
|
|
19,442
|
-
|
|
|
|
|
|
|
|
Financial liabilities at amortised cost
|
|
|
|
|
|
Trade and other payables
|
|
1,102,225
|
-
|
826,035
|
|
Other financial
liabilties
|
|
-
|
-
|
657,985
|
|
Borrowings
|
|
1,217,913
|
-
|
1,195,239
|
|
|
157,621
|
2,320,138
|
110,162
|
2,679,259
|
Foreign currency risk
The Group undertakes certain
transactions denominated in foreign currencies and exposures to
exchange rate fluctuations therefore may arise. Exchange rate
exposures are managed by continuously reviewing exchange rate
movements in the relevant foreign currencies. The exposure to
exchange rate fluctuations for the Group/Company is limited to
foreign currency translation of subsidiaries.
At the period ended 31 December
2023, the Group had no outstanding forward exchange
contracts.
Exchange rates used for conversion of foreign subsidiaries
undertakings were:
|
|
2023
|
2022
|
|
EURO to GBP (Average)
|
0.8765
|
0.8115
|
|
EURO to GBP (Spot)
|
0.8675
|
0.8866
|
|
USD to GBP (Average)
|
0.8074
|
0.8528
|
|
USD to GBP (Spot)
|
0.7855
|
0.8266
|
|
ZAR to GBP (Average)
|
0.0459
|
0.0496
|
|
ZAR to GBP (Spot)
|
0.0430
|
0.0486
|
The executive management of the
Group monitor the Group's exposure to the concentration of fair
value estimation risk on a monthly basis.
As the Group/Company has no
material monetary assets denominated in foreign currencies, the
impact associated with a change in the foreign exchange rates is
not expected to be material to the Group/Company.
Credit risk
Credit risk refers to the risk
that a counter party will default on its contractual obligations
resulting in financial loss to the Group. As the Group does not, as
yet, have any significant sales to third parties, this risk is
limited.
The Group and Company's financial
assets comprise receivables and cash and cash equivalents. The
credit risk on cash and cash equivalents is limited because the
counterparties are banks with high credit-ratings assigned by
international credit rating agencies. The Group and Company's
exposure to credit risk arise from default of its counterparty,
with a maximum exposure equal to the carrying amount of cash and
cash equivalents in its consolidated statement of financial
position. Expected credit losses were not measured on a collective
basis. The various financial assets owed from group undertakings
were evaluated against the underlying asset value of the investee,
taking into account the value of the various projects undertaken
during the period, thus validating, as required the credit loss
recognised in relation to amounts owed by group
undertakings.
The Group does not have any
significant credit risk exposure to any single counterparty or any
Group of counterparties having similar characteristics. The Group
defines counterparties as having similar characteristics if they
are connected or related entities.
Financial assets exposed to credit
risk at period end were as follows:
|
Financial assets
|
Group (£)
|
Company (£)
|
|
|
2023
|
2022
|
2023
|
2022
|
|
|
|
|
|
|
|
Trade & other
receivables
|
242,272
|
227,223
|
156,114
|
90,720
|
|
Cash
|
64,057
|
163,884
|
1,507
|
19,442
|
|
|
306,329
|
391,107
|
157,621
|
110,162
|
Liquidity risk management
Ultimate responsibility for
liquidity risk management rests with the Board of Directors, which
has built an appropriate liquidity risk management framework for
the management of the Group and Company's short, medium and
long-term funding and liquidity management requirements. The Group
manages liquidity risk by maintaining adequate reserves and by
continuously monitoring forecast and actual cash flows and matching
the maturity profiles of financial assets and liabilities. Cash
forecasts are regularly produced to identify the liquidity
requirements of the Group.
The Group and Company's financial
liabilities relating to trade payables and borrowings as at 31
December 2023 were payable on demand.
|
Group (£)
|
Less than 1
year
|
Greater than 1 year but
within 5 years
|
Greater than 5
years
|
|
At
31 December 2023
|
|
|
|
|
Trade and other payables
|
3,912,223
|
-
|
-
|
|
Borrowings
|
1,217,913
|
-
|
-
|
|
Lease liabilities
|
39,826
|
159,304
|
851,812
|
|
Other financial
liabilities
|
318,925
|
444,365
|
-
|
|
|
5,488,887
|
603,669
|
851,812
|
|
At
31 December 2022
|
|
|
|
|
Trade and other payables
|
2,395,090
|
-
|
-
|
|
Borrowings
|
1,195,239
|
-
|
-
|
|
Lease liabilities
|
27,000
|
108,000
|
621,000
|
|
Other financial
liabilities
|
1,012,790
|
243,056
|
-
|
|
|
4,630,119
|
351,056
|
621,000
|
|
Company (£)
|
|
|
|
|
At
31 December 2023
|
|
|
|
|
Trade and other payables
|
1,102,225
|
-
|
-
|
|
Borrowings
|
1,217,913
|
-
|
-
|
|
|
2,320,138
|
-
|
-
|
|
At
31 December 2022
|
|
|
|
|
Trade and other payables
|
826,035
|
-
|
-
|
|
Borrowings
|
1,195,239
|
-
|
-
|
|
Other financial
liabilities
|
657,985
|
|
|
|
|
2,679,259
|
-
|
|
Interest rate risk
The Group and Company's exposure
to the risk of changes in market interest rates relates primarily
to the Group and Company's holdings of cash and short-term
deposits.
It is the Group and Company's
policy as part of its management of the budgetary process to place
surplus funds on short term deposit in order to maximise interest
earned.
Group Sensitivity Analysis:
Currently no significant impact
exists due to possible interest rate changes on the Company's
interest-bearing instruments.
Capital risk management
The Group manages its capital to
ensure that entities in the Group will be able to continue as a
going concern while maximising the return to stakeholders through
the optimisation of the debt and equity balance.
The Group manages its capital
structure and makes adjustments to it, in light of changes in
economic conditions. To maintain or adjust its capital structure,
the Group may adjust or issue new shares or raise debt. No changes
were made in the objectives, policies or processes during the
period ended 31 December 2023.
The capital structure of the Group
consists of equity attributable to equity holders of the parent,
comprising issued capital, reserves and retained losses as
disclosed in the consolidated statement of changes in
equity.
Fair values
The carrying amount of the Group
and Company's financial assets and financial liabilities recognised
at amortised cost in the financial statements approximate their
fair value.
Hedging
As at 31 December 2023, the Group
had no outstanding contracts designated as hedges.
26. Events After the Reporting
Period
Retirement of
Directors
Ajay Saldanha and Louis Coetzee
retired from the Board as directors of the Company on 10 January
2024 and 5 July 2024 respectively.
Conversion of accrued fees
& interest to equity
On 11 January 2024 the Company
announced the allotment of 500,000,000 new ordinary Kibo shares of
€0.0001 each to RiverFort representing conversion of accrued
fees and interest totalling £161,000 forming part of the
outstanding balance of £1,106,146.72 reported by the Company owing
to RiverFort under the Facility Restatement Agreement signed
on 10 April 2023. The conversion price was £0.000322 (0.0322 pence)
calculated as 92% of the lowest daily VWAP over the ten (10)
Trading Days immediately preceding the date of the conversion
notice in accordance with the terms of the Facility Restatement
Agreement.
Share issue to service
provider in settlement of invoice
On 8 March 2024, a further
81,081,081 shares in settlement of an invoice to a separate service
provider at a deemed price of 0.037p for a total of £30,000 were
issued.
Strategy
Update
On 16 January 2024 the Company
provided a strategy update on its bio-coal development test work as
part of its commitment to on-going sustainable clean energy
solutions. It advised that it is currently 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. This initiative, subject to a successful
pilot plant and financing, will enable the Client to transition
from the use of fossil coal to bio-coal in its comprehensive boiler
fleet, without any reconfiguration, aligning with established
Environmental, Social and Governance (ESG) compliance standards.
Furthermore, it noted that it has received conditional preliminary
approval for development funding, subject to due diligence, from a
prominent development banking institution in Southern Africa for
one of the Company's existing waste-to-energy projects. It should
be noted that Kibo no longer has any interest in this project
following the sale of Kibo Mining (Cyprus) Limited to Aria Capital
Management Limited in October 2024.
Extraordinary General
Meetings
On 9 February 2024 the Company
held an extraordinary general meeting where it obtained shareholder
approval 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.
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 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.
Corporate Restructuring
& Repositioning
On 7 June 2024, the Company
announced a major corporate restructuring and repositioning of the
Company that included, inter alia, the conditional appointment of
four new directors to the board including a new CEO and non
-executive Chairman, creditor restructuring and settlement, review
of its existing energy portfolio, Option awards to directors and a
Placing for £500,000.
On 20 June 2024 the Company
announced a modification to its announcement on 7 June whereby the
number of new directors to be appointed to the board was reduced
from four to two, and a revised reduced placing of £340,000 by way
of new broker sponsored placing and private
subscriptions.
On 25 June 2024, the Company
announced 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 7.30 a.m.
on 1 July 2024 and also provided details for the admission of the
new shares to be issued further to the £340,000 placing announced
on 20 June 2024.
On 27 June 2024, the Company
announced further changes to the placing details announced on 20
June 2024 as regards placing amount, placing price, placees
and schedule for admission of placing shares to AIM. The placing
amount was increased from £340,000 to £350,000 and at a placing
price of 0.0084 pence and the issue of 4,166,666,666 new ordinary
Kibo shares. (the "Placing Shares"). The entire placing amount was
subscribed for by a private investor to be settled in two
tranches with 1,785,714,286 Placing Shares (Tranche 1) for a
consideration of £150,000, settling immediately and 2,380,952,380
Placing Shares (Tranche 2) for a consideration of £200,000 settling
following Kibo shareholder approval for an increase in authorized
share capital of the Company at a General Meeting to be held as
soon as possible after settlement of Tranche 1; and all Kibo
creditor conversions as noted in the 7 June and 20 June RNS
Announcement being settled in full. Admission of the
shares to AIM was scheduled to coincide with the lifting of the
Company's share trading suspension, such trading suspension
subsequently coming into effect as anticipated from 30 June 2024
and as announced by the Company on 1 July 2024.
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 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 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.
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, loss
of
control and deconsolidation of Mast Energy
Developments
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.
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.
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.
MED's contribution to 31 December
2023's Balance Sheet and Profit and Loss is summarised as
follows:
|
|
Group
2023
(£)
|
MED
Contribution
2023
(£)
|
Unconsolidated
Group
2023
(£)
|
|
Assets
|
4,158,362
|
(2,569,419)
|
1,588,943
|
|
Equity
|
(2,144,659)
|
(464,744)
|
(2,609,403)
|
|
Liabilities
|
(6,303,021)
|
2,104,675
|
(4,198,346)
|
|
Loss for the year
|
(5,715,341)
|
3,539,394
|
(2,175,947)
|
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.
The retained investment in MED was
disposed of in September 2024 to Riverfort for £120,074.
Disposal of investment in
Kibo Energy Botswana Limited
The Group disposed of its interest
in Kibo Energy Botswana Limited on 31 January 2024 to Aria Capital
Management Limited for an amount of £70,000. The shareholding of
Shumba Energy Limited did not form part of this agreement and was
transferred to Kibo Energy (Cyprus) Limited (KMCL) pending
secretarial finalisation. The transfer was completed in September
2024. The value of Kibo Energy Botswana Limited was represented by
the investment in Shumba Energy Limited of £307,725. As Kibo Energy
Botswana was held at a £Nil balance the group expects a profit on
disposal of £70,000 in its 30 June 2024 interim results.
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.
The disposals above came about
after the restructuring process initiated in 2024.
27. Commitments and
Contingencies
Benga Power Project
Kibo entered into a Joint Venture
Agreement (the 'Benga Power Joint Venture' or 'JV') with Mozambique
energy company Termoeléctrica de Benga S.A. to participate in the
further assessment and potential development of the Benga
Independent Power Project ('BIPP').
In order to maintain its initial
participation interest Kibo is required to ensure funding of a
maximum amount of £1 million towards the completion of a Definitive
Feasibility Study, however this expenditure is still
discretionary.
Other than the commitments and
contingencies noted above, the Group does not have identifiable
material commitments and contingencies as at the reporting date.
Any contingent rental is expensed in the period in which it
incurred. It should be noted that that the Group disposed of its
interest in the Benga Power Project through the disposal of the
Company's Cyprus subsidiary, Kibo Mining (Cyprus) Limited, on 11
October 2024.
Annexure 1: Headline
Earning Per Share
Headline earnings per share (HEPS)
is calculated using the weighted average number of ordinary shares
in issue during the period and is based on the earnings
attributable to ordinary shareholders, after excluding those items
as required by Circular 1/2022 issued by the South African
Institute of Chartered Accountants (SAICA).
Reconciliation of Headline
earnings per share
Headline loss per share
Headline loss per share comprises
the following:
|
Reconciliation of headline loss per share:
|
|
31 December 2023
(£)
|
31 December 2022
(£)
|
|
Loss for the period attributable
to normal shareholders
|
|
(3,854,280)
|
(9,776,917)
|
|
Adjustments:
|
|
|
|
|
Profit on disposal of
PPE
|
|
(6,424)
|
(7,264)
|
|
Impairment of intangible
assets
|
|
2,258,774
|
3,229,155
|
|
(Reversal of) / Impairment of
associates
|
|
(429,102)
|
3,809,774
|
|
Impairment of property, plant and
equipment
|
|
459,700
|
-
|
|
Headline loss for the period attributable to normal
shareholders
|
|
(1,571,332)
|
(2,745,252)
|
|
|
|
|
|
|
Headline loss per ordinary share
|
|
(0.0004)
|
(0.0009)
|
|
|
|
|
|
|
Weighted average number of shares in issue:
|
|
3,568,946,718
|
3,010,992,501
|
|
|
|
|
|
In order to accurately reflect
the weighted average number of ordinary
shares for the purposes of basic earnings, dilutive earnings and
headline earnings per share as at year
end, the weighted average number of
ordinary shares was adjusted
retrospectively.
**ENDS**
Johannesburg
23 December 2023
Corporate and Designated
Adviser
River Group
Nominated Adviser Statement
Beaumont Cornish Limited
("Beaumont Cornish"), is
the Company's Nominated Adviser and is authorised and regulated in
the United Kingdom by the Financial Conduct Authority. 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 the announcement or any
matter referred to in it.