Billingham Joint Venture - Waste-to-Energy Project (UK)

In September 2021, Kibo signed a Heads of Terms with AIM-listed UK company, EQTEC plc, a world-leading gasification solutions company, to acquire a 54.54% interest in its proposed 25 MW capacity Billingham waste gasification and power plant at Haverton Hill, Teesside, UK. Under the Heads of Terms, it is expected that Kibo will acquire a 54.54% equity stake in a new project company (Project SPV) to be incorporated with EQTEC holding 45.46% with the final holdings to be confirmed following a follow-on shareholders' agreement which is currently being negotiated.

Billingham is at an advanced stage of development with a concept design for the full plant produced, planning permission approved, grid connection secured & technical due diligence with technology insurance providers completed. The project is expected to annually process 200,000 metric tonnes of non-recyclable everyday municipal solid waste into 25 MW of green electricity, enough to power 50,000 homes. Under the Heads of Terms, Kibo's initial funding contribution will be £3 million paid as an equity subscription, plus convertible shareholder loan facilities, and Kibo will have the option to provide additional convertible shareholder loan facilities to the Project SPV and/or convert future project development fees into further equity in the project in the future.

The Billingham project rights will be held by the Project SPV and will include all technology license agreements, all equipment supply and maintenance agreements with EQTEC and all rights to the site under the existing agreements with third parties. EQTEC will remain as the lead development manager on the Project, providing the design and core Advanced Gasification Technology and subsequently retaining the maintenance portion of the O&M contract upon commissioning.

Legacy Coal Projects - Tanzania, Botswana and Mozambique

Notwithstanding the successful transition toward the renewable energy strategy during the 2021 financial period, the Group continued to pursue the possible development of its Mbeya Coal to Power and Mabaseka Coal to Power Project during 2021, however the increase in global scepticism around the development of fossil fuel projects coupled with expansion toward renewable energy resulted in the phasing out of coal assets across global markets in lieu of renewable energy assets.  These factors culminated in the Group performing an impairment assessment as the carrying amount of the Mbeya Coal to Power and Mabaseka Coal to Power Project asset is unlikely to be recovered in full of successful development or by sale. Following various consultations with third parties, the Group concluded that the fair value of its coal asset was estimated to be approximately £5,504,216, which is significantly lower than the value in use determined in preceding financial periods as a result of the declining demand for fossil fuel projects and the Group's move toward renewable energies, as executed toward the latter part of the 2021 financial period

It was therefore concluded that an impairment of £20,088,240 was necessary in the 2021 financial period related specifically to the Mbeya Coal to Power and Mabaseka Coal to Power Projects.

The Group still believes these coal deposits which still offer opportunities for commercialization to parties with longer term investment horizons commensurate with the further refinement of new clean coal burning technologies and conversion of coal to gas with associated carbon capture systems.

Investments

Mast Energy Developments Plc ("MED") - Reserve Power (UK)

During 2021, Kibo facilitated the IPO on the Official List of the London Stock Exchange plc by way of a Standard Listing of its equity interest in MAST Energy Developments plc, previously a wholly owned subsidiary, with MED raising £5.54 million through Clear Capital Markets Ltd from its IPO. On the date of listing a market capitalisation of £23 million was allocated to MAST Energy Developments. Kibo retains a 55.37% equity interest in MED.

Since its IPO in April 2021, MED has made solid  progress towards its target of assembling a portfolio of well-located flexible power sites in the UK of up to 300 MW of flexible power generating capacity within the next two to three years. During 2021 the company acquired and re-commissioned the fully operational 9 MW Pyebridge peaking power plant and a 4.4. MW shovel ready site at Rochdale for the development of a peaking power plant or a battery storage site, both sites being located in the West Midlands of the UK. These sites are in addition to the Bordesley site which is now in the early construction phase for a 5 MW peaking power plant. Together with Pyebridge, Rochdale and Bordersley, MED is at an advanced stage of acquisition on three further UK sites which when completed will bring its total portfolio of projects, operational and under development/construction to 47 MW. Further information on these projects and the latest MED updates can be found on its website at www.med.energy.

Katoro Gold Plc - Mineral Exploration (South Africa & Tanzania)

The Company retains a 21% investment in Katoro Gold plc (AIM: KAT) where progress on its Tanzania and South African projects is being made at a steady pace during 2021. Unfortunately, a planned listing and IPO on the London Stock Exchange for the Blyvoor gold tailings joint venture in South Africa had to be postponed in December when one of the joint venture partners failed to meet all conditions precedent to enable the re-structuring of the joint venture holding structure in preparation for the planned listing.

While disappointing, Blyvoor remains a substantial gold asset, especially in light of the current gold price upsurge, with a clear path to commercial development clearly indicated, Katoro continues to explore funding options to enable it to construct a mine and put Blyvoor into production as soon as possible.

On its Tanzanian projects, Katoro completed two phases of drilling on its Haneti Nickel-PGM Project in which it holds a 65% interest.  The results from a first phase comprising 1,965 meters of rotary air blast drilling completed in April 2021 gave sufficient encouragement for a follow-on 900 meters diamond drilling programme which has recently been completed (February 2022), the results of which enables Katoro to refine the geological modelling and vector in on target areas for next stage work. Katoro also recently announced in March 2022 that it has regained a joint venture interest in the Imweru Gold Project in Tanzania which it had previously sold. It has now cancelled the sale and restructured the transaction as an incorporated joint venture with the previous purchaser, private Australian company, Lake Victoria Gold, to develop the gold asset. The joint venture provides for Lake Victoria Gold to earn up to 80% of the project by arranging all funding, while Katoro retains the remaining 20% as a carried interest. Further information on the Katoro projects and the latest updates can be found on its website at www.katorogold.com.

Corporate

During 2021 the Company issued 709,016,602, new ordinary shares at prices per shares between 0.2p and 0.4p. This comprised issue of 188,431,556 shares in respect of warrant exercises for which the Company received £697,726, a further 90,585,046 shares in settlement of invoices to service providers and in part settlement of outstanding debt and 430,000,000 shares in respect of a share subscription to private subscribers for which proceeds of £860,000 were received.

Since period end and to the date of this report the Company has issued an additional 108,540,021 shares at a price per share of just under 0.2p to service providers, in payment of a facility implementation fee in respect of drawing down the first tranche of a loan facility negotiated with an institutional investor (the "Investor") which was announced in February 2022 and payment in respect of remaining balance on loan (Sanderson settlement) announced in May 2022.

The loan facility noted above (the "Facility") provides for an initial drawdown of £1m (the "Initial Advance") which was availed of on signing of the Facility. Funds advanced under the Facility attract a fixed coupon interest rate of 3.5% and will be repayable with accrued interest, 4 months from the date of drawdown (due on 16 June 2022).  The investor shall receive warrants equal to 30% of each drawdown divided by the average of the daily VWAP for each of the 5 consecutive trading days immediately prior to the applicable drawdown date ("Reference Price"), with a 36-month term to expiry from the date of issuance. The warrants are exercisable at a subscription price being equal to 130% of the then prevailing Reference Price. If the share price of the Company is above a 100% premium to the relevant exercise price for 30 consecutive days, then 50% of the warrants will be cancelled, unless otherwise previously exercised. With regards to the Initial Advance, the Investor has received 168,274,625 warrants. In compliance with the Facility terms for the Initial Advance, the Company has issued shares in settlement of a facility implementation fee of £70k in the amount of 39,264,079 new ordinary Kibo shares of €0.001 each at a deemed price of 0.17828 pence per share (the "Implementation Fee Shares").

Kibo settled an outstanding amount of £339,437 pursuant to the Forward Payment Facility signed between Sanderson Capital Partners Ltd and the Company in December 2016, in cash and shares, during the year. The share component comprised £169,718 (50% of the total) for which we issued 65,276,346 new shares at a deemed value of 0.26p per share. The remaining amount outstanding on this loan of £89,788.88 was settled after period end in May 2022 by the issue of 56,118,047 shares at a deemed value of £0.0016

At an EGM held on 22 February 2021 the shareholders of Kibo approved resolutions to permit the migration of the Company's dematerialised shares held through CREST to Euroclear Nominees Ltd (the "Eurobank Migration"). The Eurobank Migration was required to allow shareholders to continue to hold the Company shares in dematerialised form following the UK's exit from the EU and this successfully completed on the 12 March 2021.