t
| Date | 24 Sept 2021 |
| Time | 08:00:05 |
| Category | Results |
| ID | 8799M |
Kibo Energy plc (Incorporated in Ireland)
(Registration Number: 451931)
(External registration number: 2011/007371/10)
Share code on the JSE: KBO
Share code on the AIM: KIBO
ISIN: IE00B97C0C31
("Kibo" or "the Group" or "the Company")
Unaudited Interim results for the six months ended 30 June 2021
Dated 24 September 2021
Kibo Energy plc, the multi-asset, Africa focused, Energy Company, is pleased to announce its unaudited interim results for the 6 month period ended 30 June 2021.
· Refocused strategy centred around renewable energy opportunities and capitalising on the global clean energy revolution.
· Proceeding with the agreement to jointly develop a portfolio of Waste to Energy projects in South Africa with Industrial Green Energy Solutions (Pty) Ltd, which will initially develop a phased c. 8MW project for an industrial client, to be followed by six other projects at different sites, to a total generation of up to 50MW. This aims to address the country's insecure energy supply environment as well as the renewable energy portfolio in the UK, currently the subject of a due diligence investigation.
· Intention to dispose of coal assets in accordance with a disposal strategy that will realise value for shareholders.
· Successful technical and business workshop with Mozambique Utility Electricidade De Moçambique("EDM") to negotiate and agree next steps in the process towards the agreement and finalization of a PPA for the Benga Power Project, and a formal submission of an advanced technical and commercial information pack to EDM, as part of the ongoing development workstreams provided for under the existing MoU with EDM and emanating from the Definitive Feasibility Study previously submitted to EDM.
· Successful listing in April 2021 of Mast Energy Developments which raised £5.54 million to support the company's aggressive expansion plans following the listing.
· Moreover, the market value of Kibo's 55.42% interest in MAST is valued at c. £12 million as of 23 September 2021, which is approximately twice the current valuation of Kibo.
· Post reporting period:
o All conditions have been satisfied and the agreement completed with South Africa-based Industrial Green Energy Solutions (Pty) Ltd to jointly develop a portfolio of Waste to Energy projects in South Africa. Kibo and IGES have entered into an amendment (the "Amendment") to fast track the implementation of the first project. Completion of the agreement and Amendment follows the positive findings of an extensive due diligence process.
o Completed a Heads of Terms (the "Agreement") with EQTEC plc (AIM: EQT) ("EQTEC"), a world-leading gasification solutions company, to acquire a 54.54% interest in the proposed 25 MWe Billingham waste gasification and power plant (the "Project") at Haverton Hill, Teesside, UK. The Project is at advanced stages of development with a concept design for the full plant produced, planning permission approved, grid connection offer secured. Furthermore, the Project is expected to annually process 200,000 metric tonnes of non-recyclable everyday Municipal Solid Waste into 25 Mwe of green electricity, enough to power 50,000 homes.
Following a shift in international climate policies we recently announced a significant pivot in our strategy. We have decided to focus on the acquisition and development of a portfolio of sustainable, renewable energy assets and dispose of, or reposition, our fossil fuel utility projects. Set against this, and in following our adjusted strategy, we are currently undertaking due diligence on a portfolio comprising mostly of waste to energy projects in the UK and have signed an agreement with Industrial Green Energy Solutions (Pty) Ltd ("IGES") to jointly develop a portfolio of waste-to-energy projects in South Africa.
It has become increasingly apparent that the development and funding of large-scale coal - fired utility projects such as our MCPP, Benga and Mabesekwa Projects, is becoming increasingly challenging and especially for small companies like Kibo. This does not change our view that our focus should remain on the development of sustainable energy opportunities. It is in this context that Kibo has decided to refocus on smaller scale renewable energy projects, initially in countries such as the UK and South Africa, where the market opportunities, government support and technical innovation are rapidly evolving.
Kibo has developed much experience in the renewable energy sector in recent years primarily through its work in developing renewable energy and storage solutions for integration with its large utility coal projects in Africa. The Company was also a key driver behind Mast Energy Developments plc (Kibo holds a 55% equity stake) which has an ambitious reserve energy site portfolio and recently completed a successful IPO on the London Stock Exchange. While Mast's focus is on the niche reserve energy/peaking power site development in the UK, Kibo's will rather concentrate on Renewable Energy and Waste to Energy Opportunities.
I would also like to remind shareholders that we have developed significant inherent value in our large-scale utility projects over the last few years supported by our ownership interests in two large coal deposits (MCPP and Mabesekwa). We are committed to structuring our disposal plans for these projects to ensure that our shareholders retain the benefit of any future upside potential from the development of these projects. Advisers have been engaged in order to retain maximum value in the projects for Kibo whilst making them attractive for acquisition, funding and construction by potential purchasers.
Operations
Industrial Green Energy Solutions (IGES) Projects
The agreement in May 2021 with IGES for the joint development of a portfolio of waste to energy projects in South Africa (with an initial aggregate target of 50 MW generating capacity) is our first investment as part of the new strategy. Though subject to the completion of certain conditions, it will give Kibo a 65% interest (IGES will hold the balance) in a South African company holding seven projects at different sites. The intention is to convert specified grades of non-recyclable waste plastic to syngas for the generation of electricity and heat for industrial clients. Kibo's initial investment in the project will comprise R11.1 million (c. £0.55m) as an equity loan.
One of these sites, based South of Pretoria, will have a phased generation capacity of up to 8 MW, with the first stage of development of 4 MW expected to be completed within 14 months.
I believe the IGES business opportunity is timely as it coincides with intensified legal restrictions pertaining to disposal of plastics and increased demand for private electricity generation in South Africa where the state utility ESKOM are finding it difficult to meet this demand.
UK Energy Portfolio
Earlier this year we announced that an extensive due diligence process by an independent specialist was in progress on a portfolio of several attractive standalone waste-to-energy projects in the UK. Based on exclusivity, and subject to the findings, successful acquisition(s) from this portfolio will further enhance Kibo's new strategy adjustment, and in the process support the UK's Renewable Energy Strategy.
Other Projects
Our large-scale coal utility projects, Benga, MCIPP and Mabesekwa remain in good standing, and we will determine how these can be disposed of while realising a significant portion of their value.
Investment Holdings
Mast Energy Development Projects ("MED")
During the current year to date, Kibo had diluted its equity interest in MAST Energy Developments plc, previously a wholly owned subsidiary, as MAST raised in excess of £5m through Clear Capital Markets Ltd from its IPO on the Official List of the London Stock Exchange plc by way of a Standard Listing. On the date of listing the market capitalisation for MAST Energy Developments plc was c. £23 million.
Furthermore, initially Kibo's equity holding measured at cost pre-IPO in MAST was £2,615,929 which increased substantially to £6,580,050 post-IPO when calculated as a portion of the net assets of MAST. Moreover, the current market value of Kibo's 55.42% interest in MAST is valued at c. £12 million, which is approximately twice the current valuation of Kibo.
In addition, the recent IPO has enabled MED to expedite the addition of further reserve power sites to its portfolio to increase its generating capacity while preparing its first site for production. MED's target is to assemble a portfolio of well-located flexible power sites in the UK, commencing with c. 50 MW in the first year and building up to a portfolio of up to 300 MW of flexible power generating capacity.
Katoro Gold plc ("Katoro")
At an EGM held on 22 February 2021 the shareholders of Kibo approved resolutions to permit the migration of the Company's dematerialised shares held through CREST to Euroclear Nominees Ltd (the "Eurobank Migration") The Eurobank Migration was required to allow shareholders to continue to hold the Company shares in dematerialised form following the UK's exit from the EU and this successfully completed on the 12 March 2021.
Christian Schaffalitzky
Chairman
Unaudited Interim Results for the six months ended 30 June 2021
Unaudited Condensed Consolidated Interim Statement of Comprehensive Income
For the six months ended 30 June 2021
|
|
|
6 months to |
6 months to |
12 months to |
|
|
|
30 June |
30 June |
31 December |
|
|
Note |
2021 |
2020 |
2020 |
|
|
|
(Unaudited) |
(Unaudited) |
(Audited) |
|
|
|
£ |
£ |
£ |
|
|
|
|
|
|
|
Revenue |
|
- |
- |
- |
|
Administrative expenses |
|
(1,052,448) |
(1,136,966) |
(3,393,687) |
|
Exploration Expenditure |
|
(432,678) |
(181,283) |
(2,052,202) |
|
Capital raising fees |
|
(417,315) |
- |
(1,027,658) |
|
Operating Loss |
|
(1,902,441) |
(1,318,249) |
(6,473,547) |
|
Other Income |
|
56,565 |
62,621 |
78,945 |
|
Loss from equity accounted investment |
|
- |
(336) |
(332) |
|
Finance income |
|
11,945 |
- |
- |
|
Finance costs |
|
(12,363) |
- |
(22,303) |
|
Loss before Tax |
|
(1,846,294) |
(1,255,964) |
(6,417,237) |
|
Tax |
|
- |
- |
- |
|
Loss for the period |
|
(1,846,294) |
(1,255,964) |
(6,417,237) |
|
|
|
|
|
|
|
Other comprehensive income: |
|
|
|
|
|
Exchange differences on translating of foreign operations, net of taxes |
|
579,500 |
673,457 |
152,635 |
|
Exchange differences reclassified on disposal of foreign operation |
|
- |
- |
121,670 |
|
Total Comprehensive Loss for the Period |
|
(1,266,794) |
(582,507) |
(6,142,932) |
|
|
|
|
|
|
|
Loss for the period attributable to |
|
(1,846,294) |
(1,255,964) |
(6,417,237) |
|
Owners of the parent |
|
(1,011,565) |
(1,426,128) |
(4,726,286) |
|
Non-controlling interest |
|
(834,729) |
170,164 |
(1,690,951) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive loss attributable to |
|
(1,266,794) |
(582,507) |
(6,142,932) |
|
Owners of the parent |
|
(432,065) |
(752,671) |
(4,451,981) |
|
Non-controlling interest |
|
(834,729) |
170,164 |
(1,690,951) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic loss per share |
4 |
(0.0004) |
(0.001) |
(0.003) |
|
Diluted loss per share |
4 |
(0.0004) |
(0.001) |
(0.003) |
|
|
|
|
|
|
Unaudited Condensed Consolidated Interim Statement of Financial Position
As at 30 June 2021
|
|
|
|
|
|
|
|
Note |
30 June |
30 June |
31 December |
|
|
|
2021 |
2020 |
2020 |
|
|
|
(Unaudited) |
(Unaudited)
|
(Audited) |
|
|
|
£ |
£ |
£ |
|
Assets |
|
|
|
|
|
Non-current assets |
|
|
|
|
|
Property, plant and equipment |
|
2,050 |
10,103 |
2,118 |
|
Intangible assets |
7 |
18,491,105 |
18,491,105 |
18,491,105 |
|
Investment in associates |
8 |
9,696,351 |
9,696,347 |
9,696,351 |
|
Other financial assets |
9 |
- |
443,362 |
- |
|
Goodwill |
|
300,000 |
300,000 |
300,000 |
|
Right of use asset |
11 |
295,860 |
- |
- |
|
Total non-current assets |
|
28,785,366 |
28,940,917 |
28,489,574 |
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
Other financial assets |
9 |
- |
1,159,200 |
- |
|
Other receivables |
|
45,455 |
237,371 |
115,886 |
|
Cash and cash equivalents |
|
4,882,121 |
68,612 |
256,760 |
|
Total current assets |
|
4,927,576 |
1,465,183 |
372,646 |
|
|
|
|
|
|
|
Total assets |
|
33,712,942 |
30,406,100 |
28,862,220 |
|
|
|
|
|
|
|
Equity |
|
|
|
|
|
Called up share capital |
5 |
20,631,196 |
19,564,383 |
20,411,493 |
|
Share premium |
5 |
44,960,112 |
43,214,322 |
44,312,371 |
|
Common control reserve |
|
(18,329) |
(18,329) |
(18,329) |
|
Translation reserve |
|
(19,137) |
(199,485) |
(598,637) |
|
Share based payment reserve |
|
1,952,969 |
1,118,630 |
1,728,487 |
|
Retained deficit |
|
(38,001,194) |
(36,052,082) |
(39,019,856) |
|
Attributable to equity holders of the parent |
|
29,505,617 |
27,627,439 |
26,815,529 |
|
Non-controlling interest |
|
2,242,907 |
441,173 |
(256,841) |
|
Total Equity |
|
31,748,524 |
28,068,612 |
26,558,688 |
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
Non-current liabilities |
|
|
|
|
|
Lease liability |
11 |
296,435 |
- |
- |
|
Total non-current liabilities |
|
296,435 |
- |
- |
|
Current liabilities |
|
|
|
|
|
Trade and other payables |
|
1,166,160 |
1,730,873 |
1,444,986 |
|
Borrowings |
10 |
499,401 |
606,615 |
858,546 |
|
Lease liability |
11 |
2,422 |
- |
- |
|
Total current liabilities |
|
1,667,983 |
2,337,488 |
2,303,532 |
|
Total liabilities |
|
1,964,418 |
2,337,488 |
2,303,532 |
|
|
|
|
|
|
|
Total equity and liabilities |
|
33,712,942 |
30,406,100 |
28,862,220 |
|
|
|
|
|
|
Unaudited Condensed Interim Consolidated Statement of Changes in Equity
|
|
Share Capital |
Share Premium |
Share based payment reserve |
Control Reserve |
Foreign currency translation reserve |
Retained deficit |
Non-controlling interest |
Total |
|
|
£ |
£ |
£ |
£ |
£ |
£ |
|
£ |
|
Balance at 31 December 2020 (audited) |
20,411,493 |
44,312,371 |
1,728,487 |
(18,329) |
(598,637) |
(39,019,856) |
(256,841) |
26,558,688 |
|
Loss for the year allocated to equity owners |
- |
- |
- |
- |
- |
(1,011,565) |
- |
(1,011,565) |
|
Loss for the period allocated to non-controlling interest |
- |
- |
- |
- |
- |
- |
(834,729) |
(834,729) |
|
Other comprehensive income- translation of foreign operations |
- |
- |
- |
- |
579,500 |
- |
- |
579,500 |
|
Issue of share capital |
219,703 |
647,741 |
- |
- |
- |
- |
- |
867,444 |
|
Acquisition of the Non-Controlling Interest without gaining control |
- |
- |
- |
- |
- |
(300,029) |
300,029 |
- |
|
Disposal of equity to Non-Controlling Interest without losing control |
- |
- |
- |
- |
- |
(3,034,448) |
3,034,448 |
- |
|
Changes in ownership interest in subsidiaries without a change in control |
- |
- |
- |
- |
- |
5,354,486 |
- |
5,354,486 |
|
Warrants and Share Options issued by Katoro Gold plc |
- |
- |
234,700 |
- |
- |
- |
- |
234,700 |
|
Expirations of share warrants |
- |
- |
(10,218) |
- |
- |
10,218 |
- |
- |
|
Balance as at 30 June 2021(unaudited) |
20,631,196 |
44,960,112 |
1,952,969 |
(18,329) |
(19,137) |
(38,001,194) |
2,242,907 |
31,748,524 |
|
Balance at 1 January 2020 (audited) |
19,532,350 |
42,750,436 |
1,504,513 |
(18,329) |
(872,942) |
(34,625,954) |
27,073 |
28,297,147 |
|
Loss for the year |
- |
- |
- |
- |
- |
(1,426,128) |
170,164 |
(1,255,964) |
|
Other comprehensive income- translation of foreign operations |
- |
- |
- |
- |
673,457 |
- |
- |
673,457 |
|
Issue of share capital |
32,033 |
463,886 |
(421,471) |
- |
- |
- |
- |
74,448 |
|
Equity contribution of minorities |
- |
- |
- |
- |
- |
- |
243,936 |
243,936 |
|
Issue of share options or share warrants |
- |
- |
35,588 |
- |
- |
- |
- |
35,588 |
|
Balance at 30 June 2020 |
19,564,383 |
43,214,322 |
1,118,630 |
(18,329) |
(199,485) |
(36,052,082) |
441,173 |
28,068,612 |
|
Balance at 1 January 2020 (audited) |
19,532,350 |
42,750,436 |
1,504,513 |
(18,329) |
(872,942) |
(34,625,954) |
27,073 |
28,297,147 |
|
Loss for the year |
- |
- |
- |
- |
- |
(4,726,286) |
(1,690,951) |
(6,417,237) |
|
Other comprehensive income - exchange differences |
- |
- |
- |
- |
152,635 |
- |
- |
152,635 |
|
Shares issued |
871,984 |
1,149,095 |
- |
- |
- |
- |
- |
2,021,079 |
|
Shares issued to pay deferred vendor liability |
7,159 |
412,840 |
(421,471) |
- |
- |
- |
- |
(1,472) |
|
Warrants issued by Katoro Gold plc |
- |
- |
419,667 |
- |
- |
- |
- |
419,667 |
|
Share Options issued by Katoro Gold plc |
- |
- |
225,778 |
- |
- |
- |
- |
225,778 |
|
Change in shareholding without a loss of control |
- |
- |
- |
- |
- |
332,384 |
1,407,037 |
1,739,421 |
|
Disposal of subsidiary |
- |
- |
- |
- |
121,670 |
- |
- |
121,670 |
|
Balance at 31 December 2020 (audited) |
20,411,493 |
44,312,371 |
1,728,487 |
(18,329) |
(598,637) |
(39,019,856) |
(256,841) |
26,558,688 |
Unaudited Condensed Consolidated Interim Statement of Cash Flow
For the six months ended 30 June 2021
|
|
6 months to |
6 months to |
12 months to |
|
|
30 June |
30 June |
31 December |
|
|
2021 |
2020 |
2020 |
|
|
(Unaudited) |
(Unaudited) |
(Audited) |
|
|
£ |
£ |
£ |
|
|
|
|
|
|
Loss for the period before taxation |
(1,846,294) |
(1,255,964) |
(6,417,237) |
|
Adjusted for: |
|
|
|
|
Other income |
(56,565) |
- |
- |
|
Warrants and options issued |
- |
35,588 |
697,006 |
|
Exploration and development expenditure on a Joint Operation |
83,532 |
- |
1,122,676 |
|
Expenses settled through share issues |
310,369 |
- |
436,076 |
|
Profit on sale of property, plant and equipment |
- |
- |
(53,574) |
|
(Profit)/Loss from the disposal of subsidiary |
- |
(28,400) |
102,414 |
|
Impairment of other financial asset |
- |
- |
640,821 |
|
Loss from equity accounting |
- |
336 |
332 |
|
Depreciation on property, plant and equipment |
1,733 |
- |
5,686 |
|
Operating income before working capital changes |
(1,507,225) |
(1,248,440) |
(3,465,800) |
|
Decrease in trade and other receivables |
70,431 |
143,322 |
108,872 |
|
Increase/(Decrease) in trade and other payables |
(278,826) |
706,747 |
982,244 |
|
Net cash outflows from operating activities |
(1,715,620) |
(398,371) |
(2,374,684) |
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
Proceeds from borrowings |
- |
792,800 |
1,370,000 |
|
Repayment of borrowings |
(25,000) |
- |
- |
|
Proceeds from issue of share capital |
6,449,513 |
243,936 |
2,277,000 |
|
Net cash proceeds from financing activities |
6,424,513 |
1,036,736 |
3,647,000 |
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
Cash received/(forfeited) on disposal of subsidiary |
- |
(23,022) |
76,716 |
|
Cash advanced to Joint Venture |
(83,532) |
(753,500) |
(1,122,676) |
|
Cash received on sale of plant and equipment |
- |
54,303 |
58,628 |
|
Net cash used in(out) from investing activities |
(83,532) |
(722,219) |
(987,332) |
|
|
|
|
|
|
|
|
|
|
|
Net movement in cash and cash equivalents |
4,625,361 |
(83,854) |
284,984 |
|
Cash and cash equivalents at beginning of period |
256,760 |
91,634 |
91,634 |
|
Exchange movements |
- |
(60,832) |
(119,858) |
|
Cash and cash equivalents at end of period |
4,882,121 |
68,612 |
256,760 |
Notes to the unaudited condensed consolidated interim financial statements
For the six months ended 30 June 2021
1. General information
Kibo Energy plc is a public company incorporated in Ireland. The condensed consolidated interim financial results consolidate those of the Company and its subsidiaries (together referred to as the "Group"). The Company's shares are listed on the AIM Market ("AIM") of the London Stock Exchange and the Alternative Exchange ("AltX") of the Johannesburg Stock Exchange ("JSE") Ltd. The principal activities of the Company and its subsidiaries are related to the development of energy projects in Mozambique, Botswana, Tanzania, South Africa and the United Kingdom.
2. Statement of Compliance and Basis of Preparation
The unaudited condensed consolidated interim financial results are for the six months ended 30 June 2021, and have been prepared using the same accounting policies as those applied by the Group in its December 2020 consolidated annual financial statements, which are in accordance with the framework concepts and the recognition and measurement criteria of the International Financial Reporting Standards and Financial Reporting Pronouncements as issued by the Financial Reporting Standards Council issued by the International Accounting Standards Board ("IASB"), including the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee, IAS 34 - Interim Financial Reporting, the Listings Requirements of the JSE Ltd, the AIM rules of the London Stock Exchange and the Irish Companies Act 2014.
These condensed consolidated interim financial statements do not include all the notes presented in a complete set of consolidated annual financial statements, as only selected explanatory notes are included to explain key events and transactions that are significant to obtaining an understanding of the changes throughout the financial period, accordingly the report must be read in conjunction with the annual report for the year ended 31 December 2020.
The comparative amounts in the consolidated financial results include extracts from the consolidated annual financial statements for the period ended 31 December 2020.
These extracts do not constitute statutory accounts in accordance with the Irish Companies Act 2014. All monetary information is presented in the presentation currency of the Company being Pound Sterling. The Group's principal accounting policies and assumptions have been applied consistently over the current and prior comparative financial period.
3. Use of estimates and judgements
Preparing the condensed consolidated interim financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expenses. Actual results may differ from these estimates.
In preparing these condensed consolidated interim financial statements, significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those applied to the consolidated financial statements as at and for the year ended 31 December 2020.
|
|
|
4. Loss per share
Basic, dilutive and headline loss per share for the six months ended 30 June 2021 are as follows:
|
|
6 months to |
6 months to |
12 months to |
|
|
30 June |
30 June |
31 December |
|
|
2021 |
2020 |
2020 |
|
|
£ |
£ |
£ |
|
|
|
|
|
|
Loss for the year attributable to equity holders of the parent |
(1,011,565) |
(1,426,128) |
(4,726,286) |
|
|
|
|
|
|
Weighted average number of ordinary shares for the purposes of basic and dilutive loss per share |
2,339,072,536 |
1,261,786,374 |
1,546,853,959 |
|
|
|
|
|
|
Basic loss per share |
(0.0004) |
(0.001) |
(0.003) |
|
Dilutive loss per share |
(0.0004) |
(0.001) |
(0.003) |
|
|
|
|
|
|
|
6 months to |
6 months to |
12 months to |
|
|
Reconciliation of Headline loss per share |
30 June |
30 June |
31 December |
|
|
|
2021 |
2020 |
2020 |
|
|
|
£ |
£ |
£ |
|
|
|
|
|
|
|
|
Loss for the year attributable to equity holders of the parent |
(1,011,565) |
(1,426,128) |
(4,726,286) |
|
|
Adjusted for: |
|
|
|
|
|
(Profit)/Loss on disposal of subsidiaries |
- |
28,400 |
102,414 |
|
|
Profit on disposal of motor vehicle |
- |
- |
(53,574) |
|
|
Headline loss per share |
(1,011,565) |
(1,397,728) |
(4,677,446) |
|
|
|
|
|
|
|
|
Weighted average number of ordinary shares for the purposes of headline loss per share |
2,339,072,536 |
1,261,786,374 |
1,546,853,959 |
|
|
|
|
|
|
|
|
Headline loss per share |
(0.0004) |
(0.001) |
(0.003) |
|
Headline earnings per share (HEPS) is calculated using the weighted average number of ordinary shares in issue during the period and is based on the earnings attributable to ordinary shareholders, after excluding those items as required by Circular 1/2021 issued by the South African Institute of Chartered Accountants (SAICA).
5. Called up share capital and share premium
Ordinary share capital of the company is 5,000,000,000 ordinary shares of €0.001 each.
Deferred shares of the company is 1,000,000,000 of €0.014 and 3,000,000,000 of €0.009 respectively.
Authorised share capital of the company is 9,000,000 shares.
Details of issued share capital is as follows:
|
|
Number of |
|
|
|
|
|
Ordinary |
Share |
Deferred Share |
Share
|
|
|
shares |
Capital |
Capital |
Premium |
|
|
|
£ |
£ |
£ |
|
|
|
|
|
|
|
Balance at 31 December 2019 |
1,257,276,078 |
326,468 |
19,205,882 |
42,750,436 |
|
|
|
|
|
|
|
Shares issued in period (net of expensed for cash)
|
964,364,757 |
879,143 |
- |
1,561,935 |
|
Balance at 31 December 2020 |
2,221,640,835 |
1,205,611 |
19,205,882 |
44,312,371 |
|
|
|
|
|
|
|
Warrants exercised |
188,431,556 |
163,278 |
- |
534,447 |
|
Shares issued to convert debt |
65,276,346 |
56,425 |
- |
113,294 |
|
Balance at 30 June 2021 |
2,475,348,737 |
1,425,314 |
19,205,882 |
44,960,112 |
|
|
|
|
|
|
The company issued the following ordinary shares during the period, with regard to key transactions:
- 65,276,346 new Kibo Shares were issued on 27 May 2021 of €0.001 each at a deemed issue price of £0.0026 per share to Sanderson Capital Partners Ltd ("Sanderson") in settlement of £169,718.50 of the total outstanding amount of £339,437 pursuant to the Forward Payment Facility signed between Sanderson and the Company in December 2016;
- 74,569,556 Company warrants to subscribe for 74,569,556 new Kibo shares under the terms of warrants announced on the 17 September 2020 were exercised on 3 March 2021 at a price of GBP 0.004 (0.4p) per warrant; and
- 50,000,889 Company warrants to subscribe for 50,000,889 new Kibo shares under the terms of warrants announced on the 17 September 2020 were exercised on 4 May 2021 at a price of GBP 0.004 (0.4p) per warrant.
- 24,000,000 and 7,500,000 Company warrants to subscribe for an aggregate 31,500,000 new Kibo shares under the terms of warrants announced on the 17 September 2020 were exercised on 19 February 2021 at a price of GBP 0.0025 (0.25p) and GBP 0.004 (0.4p) per warrant respectively.
As the remainder of the shares issued were in relation to smaller equity tranches these have not been disclosed.
6. Segment analysis
IFRS 8 requires an entity to report financial and descriptive information about its reportable segments, which are operating segments or aggregations of operating segments that meet specific criteria. Operating segments are components of an entity about which separate financial information is available that is evaluated regularly by the chief operating decision-maker.
The Chief Executive Officer is the chief operating decision maker of the Group.
Management currently identifies two divisions as operating segments - mining and corporate. These operating segments are monitored, and strategic decisions are made based upon them together with other non-financial data collated from exploration activities. Principal activities for these operating segments are as follows:
|
30 June 2021 |
|
|
|
|
|
|
|
|
|
|
Benga Power |
Mabesekwa Independent Power |
Mbeya Coal to Power |
Mast Energy (£) Development |
Haneti |
Blyvoor |
Corporate |
30 June 2021 (£) Group |
|
Revenue |
- |
- |
- |
- |
- |
- |
- |
- |
|
Administrative cost |
- |
(806) |
(4,968) |
(275,445) |
(5,084) |
(4,228) |
(761,917) |
(1,052,448) |
|
Exploration expenditure |
- |
- |
(33,254) |
(120,333) |
(119,802) |
(35,021) |
(124,268) |
(432,678) |
|
Investment and other income |
- |
- |
1,821 |
- |
- |
- |
54,744 |
56,565 |
|
Capital raising fees |
- |
- |
- |
(260,878) |
- |
- |
(156,437) |
(417,315) |
|
Loss from equity accounted investment |
- |
- |
- |
- |
- |
- |
- |
- |
|
Finance income |
- |
- |
- |
- |
- |
- |
11,945 |
11,945 |
|
Finance costs |
- |
- |
- |
(12,363) |
- |
- |
- |
(12,363) |
|
Loss after tax |
- |
(806) |
(36,401) |
(669,019) |
(124,886) |
(39,249) |
(975,933) |
(1,846,294) |
|
30 June 2020 |
|
|
|
|
|
|
|
|
|
|
Benga Power |
Mabesekwa Independent Power |
Mbeya Coal to Power |
Mast Energy Development |
Haneti |
Lake Victoria Gold |
Corporate |
30 June 2020 (£) Group |
|
Revenue |
- |
- |
- |
- |
- |
- |
- |
- |
|
Administrative cost |
- |
(223,177) |
- |
(15,687) |
(292) |
- |
(897,810) |
(1,136,966) |
|
Exploration expenditure |
- |
- |
- |
(123,000) |
(26) |
- |
(58,257) |
(181,283) |
|
Investment and other income |
- |
54 |
- |
- |
- |
- |
62,567 |
62,621 |
|
Capital raising fees |
- |
- |
- |
- |
- |
- |
- |
- |
|
Loss from equity accounted investment |
- |
- |
- |
- |
- |
- |
(336) |
(336) |
|
Finance costs |
- |
- |
- |
- |
- |
- |
- |
- |
|
Loss after tax |
- |
(223,123) |
- |
(138,687) |
(318) |
- |
(893,836 |
(1,255,964) |
|
30 June 2021 |
|
|
|
|
|
|
|
|
||
|
|
Benga Power |
Mabesekwa Independent Power |
Mbeya Coal to Power |
Mast Energy Development |
Haneti |
Blyvoor |
Corporate Group |
30 June 2021 (£) Group |
||
|
Assets |
|
|
|
|
|
|
|
|
||
|
Segment assets |
- |
- |
9,822 |
4,590,930 |
5,536 |
1,818 |
29,104,836 |
33,712,942 |
||
|
|
|
|
|
|
|
|
|
|
||
|
Liabilities |
|
|
|
|
|
|
|
|
||
|
Segment liabilities |
- |
8,464 |
98,090 |
686,205 |
90,527 |
1,499 |
1,079,633 |
1,964,418 |
||
|
|
|
|
|
|
|
|
|
|
||
|
Depreciation |
- |
- |
- |
(1,733) |
- |
- |
- |
- |
||
|
30 June 2020 |
|
|
|
|
|
|
|
|
|
|
Benga Power |
Mabesekwa Independent Power |
Mbeya Coal to Power |
Mast Energy Development |
Haneti |
Lake Victoria Gold |
Corporate Group |
30 June 2020 (£) Group |
|
Assets |
|
|
|
|
|
|
|
|
|
Segment assets |
- |
218,912 |
- |
- |
2,244 |
- |
30,184,944 |
30,406,100 |
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
Segment liabilities |
2,150 |
622,301 |
69,876 |
372,694 |
6,223 |
- |
1,264,244 |
2,337,488 |
|
|
|
|
|
|
|
|
|
|
|
Depreciation |
- |
- |
- |
- |
- |
- |
- |
- |
7. Intangible assets
|
|
|
|
|
|
|
Composition of Intangible assets |
30 June |
30 June |
31 December |
|
|
|
2021 |
2020 |
2020 |
|
|
|
£ |
£ |
£ |
|
|
|
|
|
|
|
|
Mbeya Coal to Power Project |
15,896,105 |
15,896,105 |
15,896,105 |
|
|
Mabesekwa Coal Independent Power Project |
- |
- |
- |
|
|
Bordersley Power Project |
2,595,000 |
2,595,000 |
2,595,000 |
|
|
|
18,491,105 |
18,491,105 |
18,491,105 |
|
|
|
|
|
|
|
Intangible assets are not amortised, due to the indefinite useful life which is attached to the underlying prospecting rights, until such time that active mining operations commence, which will result in the intangible asset being amortised over the useful life of the relevant mining licences.
Intangible assets with an indefinite useful life are assessed for impairment on an annual basis, against the prospective fair value of the intangible asset. The valuation of intangible assets with an indefinite useful life is reassessed on an annual basis through valuation techniques applicable to the nature of the intangible assets.
As at reporting period end, taking into account the various applicable aspects, the Group concluded that none of the impairment indicators had been met in relation to the Mbeya Coal to Power Project or the Bordersley Power Project.
8. Investment in associate
|
|
|
|
|
|
|
|
30 June |
30 June |
31 December |
|
|
|
2021 |
2020 |
2020 |
|
|
|
£ |
£ |
£ |
|
|
|
|
|
|
|
|
Mabesekwa Coal Independent Power Plant |
9,696,351 |
9,696,347 |
9,696,683 |
|
|
Share of loss for the year |
- |
- |
(332) |
|
|
|
9,696,351 |
9,696,347 |
9,696,351 |
|
|
|
|
|
|
|
The value of the equity interest in Kibo Energy Botswana (Pty) Ltd was determined based on the fair value of the proportionate equity interest retained in the in the enlarged resource following the restructuring in 2019.
As at reporting period end, taking into account the various applicable aspects, the Group concluded that none of the impairment indicators had been met in relation to the Mabesekwa Coal Independent Power Plant project.
9. Other financial assets
|
|
|
30 June 2021 |
30 June 2020 |
31 December 2020 |
|
|
|
£ |
£ |
£ |
|
Other financial assets consists of: |
|
|
|
|
|
At Amortised Cost: |
|
|
|
|
|
Lake Victoria Gold Ltd |
|
- |
811,400 |
640,821 |
|
Blyvoor Joint Venture - Loans Advanced |
|
- |
753,501 |
- |
|
At Fair value through profit or loss |
|
- |
|
- |
|
Lake Victoria Gold Ltd |
|
- |
37,661 |
- |
|
Impairment |
|
- |
- |
(640,821) |
|
|
|
- |
1,602,562 |
- |
|
Spilt of other financial assets between current and non-current portions |
|
|
|
|
|
|
|
|
|
Current |
- |
443,362 |
- |
|
Non-current |
- |
1,159,200 |
- |
|
|
- |
1,602,562 |
- |
On 30 June 2020, the last condition precedent related to the disposal of Reef Miners Ltd ("Reef") as per the SPA, comprising the Imweru gold project and the Lubando gold project in northern Tanzania, was met resulting in the effective disposal of the subsidiary to Lake Victoria Gold Ltd ("LVG").
The following profit on disposal of the subsidiary was recognised in the audited annual report at 31 December 2020:
|
|
|
|
|
|
|
Group (£) |
|
Intangible assets |
|
787,108 |
|
Cash and cash equivalents |
|
(336) |
|
Trade and other payables |
|
9,136 |
|
Net liability value disposed of at 31 December 2020 |
|
(778,308) |
|
Foreign currency translation reserve reclassified through profit or loss |
|
(121,670) |
|
Proceeds from disposal |
|
797,564 |
|
Profit on disposal for group |
|
102,414 |
|
Impairment |
|
(640,821) |
|
Net loss on disposal for group at 31 December 2020 |
|
743,235 |
The amount receivable from Lake Victoria Gold will be due and payable on the following dates:
1. US$100,000 upon the satisfaction of the Condition Precedent;
2. US$100,000 upon registration of Reef in the name of LVG;
3. US$100,000 four months from the date of the SPA;
4. US$200,000 nine months from the date of the SPA; and
5. US$500,000 upon the earlier of the commissioning of the first producing mine of LVG in the Tanzania or the date 24 months from the date of the SPA.
As at 31 December 2020, funds of $100,000 have been received from Lake Victoria Gold in respect of the sale of Reef Miners Ltd ("Reef")
The receivable in Lake Victoria Gold has been fully impaired at 31 December 2020 due to the significant increase in credit risk, which is as a result of payments 1, 3 and 4 not being received as they became due and are still outstanding at the date of this interim report.
Blyvoor Joint Venture
On 30 January 2020, the Group entered into a Joint Venture Agreement with Blyvoor Gold Mines (Pty) Ltd, whereby Katoro Gold plc and Blyvoor Gold Mines (Pty) Ltd would become 50/50 participants in an unincorporated Joint Venture.
In accordance with the requirements of the Joint Venture Agreement, the Katoro Group was to provide a ZAR15.0 million loan (approximately £790,000) to the JV ("the Katoro Loan Facility"), which will fund ongoing development work on the Project.
As at 31 December 2020, the Group has advanced funding in the amount of £1,122,676 of which 100% relate to expenditure allocated to the Joint Venture operations, carried by the Katoro Gold plc Group.
Furthermore, the Group has continued to advance funding in the amount of £83,532 of which 100% relate to expenditure allocated to the Joint Venture operations, carried out by the Katoro Gold plc Group.
The Katoro Loan Facility shall form part of the development capital project financing that Katoro shall procure in accordance with its obligations contained in the Agreement, as detailed below, provided that:
· the balance of the Katoro Loan Facility then outstanding shall be subordinated to third party creditors participating in the development capital project financing;
· the Katoro Loan Facility will bear interest at the 12-month London Inter Bank Offered Rate, or its successor; and
· the Katoro Loan Facility will be repayable within 12 months after:
- the last third-party creditor participating in the project financing shall have been paid; or
- any earlier date on which the Parties may agree.
10. Borrowings
|
|
|
|
|
|
|
Amounts falling due within one year |
30 June |
30 June |
31 December |
|
|
|
2021 |
2020 |
2020 |
|
|
|
£ |
£ |
£ |
|
|
|
|
|
|
|
|
Short term borrowings |
499,401 |
606,615 |
858,546 |
|
|
|
499,401 |
606,615 |
858,546 |
|
|
|
|
|
|
|
The borrowings relate to the unsecured interest free loan facility from Sanderson Capital Partners Ltd ("Sanderson") and St Anderton on the Vaal ("St Anderton") which is repayable either through the issue of cash or ordinary shares in the Company. Furthermore, the Sanderson loan balance has been partially settled in the current year through the issue of shares and a cash payment.
11. Right of use asset and Lease liability
|
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 Bordersley, Liverpool Street, Birmingham. The lease of the land has a lease term of 20 years, with an option to extend for 10 years which the Group has opted to include due to the highly likely nature of extension as at the time of the original assessment. The Group's obligations under its leases are secured by the lessor's title to the leased assets. The Group's incremental borrowing rate implicit to the lease is 8.44%.
|
12. Financial instruments
|
|
|
|
|
|
|
|
30 June |
30 June |
31 December |
|
|
|
2021 |
2020 |
2020 |
|
|
|
£ |
£ |
£ |
|
|
|
|
|
|
|
|
Financial assets - carrying amount |
|
|
|
|
|
At fair value through other comprehensive income |
|
|
|
|
|
Other financial assets |
- |
37,661 |
- |
|
|
Loans and receivables held at amortised cost |
|
|
|
|
|
Other financial assets |
- |
1,564,901 |
- |
|
|
Trade and other receivables |
45,455 |
237,371 |
86,719 |
|
|
Cash and cash equivalents |
4,882,121 |
68,612 |
256,760 |
|
|
|
4,927,576 |
1,908,545 |
343,479 |
|
|
|
|
|
|
|
|
Financial liabilities - carrying amount Financial liabilities held at amortised cost |
|
|
|
|
|
Trade and other payables |
1,166,160 |
1,730,873 |
1,444,986 |
|
|
Borrowings |
499,401 |
606,615 |
858,546 |
|
|
|
1,665,561 |
2,337,488 |
2,303,532 |
|
|
|
|
|
|
|
The Board of Directors considers that the fair values of financial assets and liabilities approximate their carrying values at each reporting date due to the short-term nature thereof, and market related interest rate applied.
13. Corporate transactions
During the current year to date, Kibo had diluted its equity interest in MAST Energy Developments plc, previously a wholly owned subsidiary, as MAST raised in excess of £5m through Clear Capital Markets Ltd from its IPO on the Official List of the London Stock Exchange plc by way of a Standard Listing. On the date of listing the market capitalisation for MAST Energy Developments plc was c. £23 million.
Furthermore, initially Kibo's equity holding measured at cost pre-IPO in MAST was £2,615,929 which increased substantially to £6,580,050 post-IPO when calculated as a portion of the net assets of MAST. Moreover, the current market value of Kibo's 55.42% interest in MAST is valued at c. £12 million, which is approximately twice the current valuation of Kibo.
14. Unaudited results
These condensed consolidated interim financial results have not been audited or reviewed by the Group's auditors.
15. Dividends
No dividends were declared during the interim period.
16. Board of Directors
There were no changes to the board of directors during the interim period, or any other committee's composition.
17. Subsequent events
The following subsequent events have been noted:
· MAST entered into a Sale and Purchase Agreement to acquire Pyebridge Power Ltd, a Special Purpose Vehicle comprising an installed and commissioned synchronous gas-powered standby generation facility with 9 MW export capacity.
· MAST entered into a definitive Sale and Purchase Agreement to acquire a 100% interest in Rochdale Power Ltd, a Special Purpose Vehicle from Balance Power Projects Ltd, for the installation of a 4.4 MW flexible gas power project.
· A period of limited political unrest in South Africa temporarily delayed the funding process for the Blyvoor Joint Venture Project when some of the short-listed parties requested additional time to re-assess the country risk profile as a result of the unrest. However, the Company is pleased to announce that discussions with these potential funders have since resumed and the joint venture partners hope to conclude a final funding arrangement for Blyvoor during the latter part of 2021.
· All conditions have been satisfied and an agreement completed with South Africa-based Industrial Green Energy Solutions (Pty) Ltd to jointly develop a portfolio of Waste to Energy projects in South Africa. Kibo and IGES have entered into an amendment (the "Amendment") to fast track the implementation of the first project. Completion of the Agreement and Amendment follows the positive findings of an extensive due diligence process.
· Completed a Heads of Terms (the "Agreement") with EQTEC plc (AIM: EQT) ("EQTEC"), a world-leading gasification solutions company, to acquire a 54.54% interest in the proposed 25 MWe Billingham waste gasification and power plant (the "Project") at Haverton Hill, Teesside, UK. The Project is at advanced stages of development with a concept design for the full plant produced, planning permission approved, grid connection offer secured.
18. Going concern
The Group currently generates no revenue and had net assets of £31,748,524 as at 30 June 2021 (31 December 2020: net assets of £26,558,688).
Following multiple warrant exercising and successful cash placings for the subscription of new ordinary shares, where the Group raised in cash an aggregate amount of £6,449,513 , the Group has adequate cash and cash equivalents (financial resources) to ensure the Group is able to continue as a going concern for the foreseeable future.
Furthermore, after reviewing the Group's financial projections, the directors of the Company (the "Directors") have a reasonable expectation that the Group will have adequate resources to continue in operational existence for the foreseeable future.
For this reason, they adopted the going concern basis in preparing the Group Financial Information.
The effective implementation of COVID-19 vaccination protocol within the key areas the Group operations has led to an increase in operational activity for the Group. As at the time of preparing these results, the Group does not anticipate any further significant foreseeable disruption from the COVID-19 pandemic and expects operational activities to normalise in the coming months.
Post period end there has been a period of limited political unrest in South Africa, however the impact on the Group's operations have been temporary and limited in this regard.
19. Commitments and contingencies
There are no material commitments, contingent assets or contingent liabilities as at 30 June 2021.
20. Seasonality of operations
The company's operations are not considered to be seasonal or cyclical. These interim results were therefore not impacted by seasonality or cyclicality.
24 September 2021
**ENDS**
This announcement contains inside information as stipulated under the Market Abuse Regulations (EU) no. 596/2014 ("MAR").
For further information please visit www.kibo.energy or contact:
|
Louis Coetzee |
Kibo Energy plc |
Chief Executive Officer |
|
|
Andreas Lianos |
+27 (0) 83 4408365 |
River Group |
Corporate and Designated Adviser on JSE |
|
Claire Noyce |
+44 (0) 20 3764 2341 |
Hybridan LLP |
AIM Broker |
|
Bhavesh Patel / Stephen Allen |
+44 20 3440 6800 |
RFC Ambrian Ltd |
NOMAD on AIM |
|
Isabel de Salis / Beth Melluish |
+44 (0) 20 7236 1177 |
St Brides Partners Ltd |
Investor and Media Relations Adviser |
Notes
Kibo Energy plc is a multi-asset, Africa and UK focused, energy company positioned to address the acute power deficit, which is one of the primary impediments to economic development in Sub-Saharan Africa. To this end, it is the Company's objective to become a leading independent power producer in the region.
Kibo is simultaneously developing three similar coal-fuelled power projects: the Mbeya Coal to Power Project ("MCPP") in Tanzania; the Mabesekwa Coal Independent Power Project ("MCIPP") in Botswana; and the Benga Independent Power Project ("BIPP") in Mozambique. By developing these projects in parallel, the Company intends to leverage considerable economies of scale and timing in respect of strategic partnerships, procurement, equipment, human capital, execution capability / capacity and project finance.
Additionally, the Company has a 55% interest in MAST Energy Developments Limited ("MED"), a private UK registered company targeting the development and operation of flexible power plants to service the UK Reserve Power generation market.
Johannesburg
24 September 2021
Corporate and Designated Adviser River Group