Annual Report • Jun 27, 2022
Annual Report
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National Storage Mechanism | Additional information RNS Number : 3533Q Kibo Energy PLC 27 June 2022 Kibo Energy PLC (Incorporated in Ireland) (Registration Number: 451931 (External registration number: 2011/007371/10) Share code on the JSE Limited: KBO Share code on the AIM: KIBO ISIN: IE00B97C0C31 ("Kibo" or "the Company") Dated: 27 June 2022 Kibo Energy PLC ('Kibo' or the 'Company') Results for the Year Ended 31 December 2021 Kibo Energy PLC ("Kibo" or the "Company"), the renewable energy-focused development company, is pleased to release its consolidated annual financial results for the year ended 31 December 2021. 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 is also available on the Company's website at. https://kibo.energy/wp-content/uploads/Kibo-Annual-Report-2021-Final.pdf. The financial statements are set out below and should be read in conjunction with the 2021 Annual report. Details of the date and venue for this year's AGM will be announced in due course. Overview Financial results (includes the consolidated results of MAST Energy Developments Plc) �� Total revenues ��3,245 (2020: �� nil); �� Operating loss ��24,071,363 (2020: ��6,473,547 loss); �� Loss after tax for the year ended December 2021 ��23,015,857 (December 2020: ��6,142,932 loss) includes: �� ��891,375 loss from the consolidated results of Katoro Gold Plc ("Katoro"), which is separately funded; �� ��1,079,083 loss from the consolidated results of Mast Energy Developments Plc ("MED"), which is separately funded; �� ��20,705,209 impairment loss on Mbeya Coal to Power and Mabesekwa Coal to Power projects as a result of the continuing global shift to move toward renewable energy and disregard fossil fuel assets, coupled with the Group's execution of its renewable energy strategy during the 2021 financial period; �� Administrative expenditure decreased to ��2,325,750 in the year ended December 2021 (December 2020: ��3,393,687); �� Listing and capital raising fees decreased from ��1,027,658 to ��321,365; �� Additional renewable energy and exploration project expenditure of ��687,963 incurred in 2021 by Kibo's subsidiaries, being mainly Katoro Gold plc on the Blyvoor JV and Haneti projects, MAST Energy Developments plc on Bordersley, Pyebridge and Rochdale, and Sustineri Energy (Pty) Ltd on renewable energy in South Africa; �� Cash outflow from company operating activities have increased to ��491,229 (2020: ��396,994 cash outflow); �� Total net debt (cash less debt) ��404,576 (2020: ��2,046,772 net debt); �� Company net cash position is ��6,608 (2020: ��421,480 net debt); �� Basic and diluted loss per share of ��0.009 for December 2021 (December 2020: basic and diluted ��0.003); �� Headline loss per share of ��0.0007 for December 2021 (December 2020: headline loss per share of ��0.003). Operational highlights in the 2021 year to date. �� 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 Mo��ambique ("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. �� 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. Post period highlights and Outlook �� Kibo settled outstanding fees owing to directors and management through the issue of a 7% convertible loan note redeemable instrument. The convertible instrument provides for the issue of unsecured redeemable convertible loan notes of integral multiples of ��1 each to the aggregate amount of ��672,824. The subscriptions for the notes shall be used to fund the Company's working capital requirements related to outstanding salaries and fees due to management, directors and former directors who are the sole subscribers to the notes. �� Kibo appointed Shard Capital Partners LLP as joint broker to the Company with immediate effect, to act alongside Hybridan LLP, who remains the Company's joint broker, and RFC Ambrian Ltd, who remains nominated advisor. �� Kibo entered a 10-year take-or-pay conditional Power Purchase Agreement (PPA') to generate baseload electricity from a 2.7 MW plastic-to-syngas power plant. The plant will be constructed, commissioned and operated for an Industrial Business Park Developer in Gauteng, South Africa. The project, is the first project under Sustineri Energy (Pty) Ltd, a joint venture in which Kibo holds 65% and the balance of 35% is held by Industrial Green Energy Solutions (Pty) Ltd. �� Kibo signed a bridging loan facility agreement with an institutional investor for up to ��3m with a term of up to 36 months. The facility provides for an initial drawdown of ��1m which is immediately available to the Company on signing of the facility. Funds advanced under the facility will attract a fixed coupon interest rate of 3.5% and will be repayable with accrued interest, 4 months from the date of drawdown. �� On 1 March 2022 Kibo agreed an extension of one month for the redemption date of the convertible instrument, with all but one of the subscribers to the notes. The new extended redemption date was revised to be 1 April 2022. The extension included notes in aggregate of ��657,985, from the total amount of ��672,824. The amount of ��14,987 (Face value and interest) was settled in cash, in accordance with the terms of the convertible instrument announced on 07 January 2022. On 1 April 2022 Kibo agreed a further extension of three months for the redemption date of the convertible instrument, with all remaining noteholders. The new extended redemption date will now be 1 July 2022. The further extension includes notes in aggregate of ��657,985. �� Kibo signed a rolling 5-year Framework Agreement with Enerox GmbH ('CellCube'), to develop and deploy CellCube based Long Duration Energy Storage ("LDES") solutions in selected target sectors in Southern Africa. Under the agreement Kibo has been granted conditional exclusive rights, subject to successful Proof of Concepts ("PoC"), to the marketing, sales, configuration and delivery of CellCube's vanadium redox flow batteries ("VRFB") in the development of its LDES solutions in microgrid applications behind the meter. �� Kibo appointed Mr. Cobus van der Merwe as Group Chief Financial Officer with effect from the 1st of June 2022. �� Kibo issued 56,118,047 new Kibo shares of ���0.001 each at a deemed issue price of ��0.0016 per share to Sanderson Capital Partners Limited in full and final settlement of ��89,788.88 of the total remaining outstanding amount owing pursuant to the forward payment facility signed between Sanderson Capital Partners Limited and the Company in December 2016. �� Christian Schaffalitzky, the Chairman of the Board, will step down as announced previously once the Board has completed the process of appointing a new non-executive Chairman. �� The Group continues to focus on its revised renewable energy strategy in order to align with global requirements. 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 [email protected] Kibo Energy PLC Chief Executive Officer Andreas Lianos +357 99 53 1107 River Group JSE Corporate and Designated Adviser Claire Noyce +44 (0) 20 3764 2341 Hybridan LLP Joint Broker Damon Heath +44 207 186 9952 Shard Capital Partners LLP Joint Broker Bhavesh Patel / Stephen Allen +44 20 3440 6800 RFC Ambrian Ltd NOMAD on AIM Zainab Slemang van Rijmenant [email protected] Lifa Communications Investor and Media Relations Adviser CHAIRMAN'S REPORT I am pleased to provide a review of Kibo Energy PLC ("Kibo" or the "Company") and its subsidiaries' (together with Kibo, the "Group") activities during the period and to present our full-year audited accounts for 2021. As you know we announced a significant strategy shift in June 2021, largely prompted by a global surge in clean energy policies and investment aimed at putting the energy system on track to achieve the global Sustainable Development Goals of the 2030 Agenda for Sustainable Development as was reiterated during COP 26. This made it increasingly difficult to promote and fund our fossil fuel energy projects, notwithstanding intended integration of renewable energy components in the development of these projects, and also notwithstanding the fact that much of sub-Saharan Africa is still largely reliant on fossil fuels, and will be for the foreseeable future. The underlying strategic concept of the Kibo Strategy assumes long term energy solutions as a key enabler for Sustainability in a circular economy. Kibo therefore restated its strategy to advance the Company as a significant developer of sustainable energy solutions, integrating renewable and alternative generation with energy storage. Kibo will therefore, forthwith, focus on the acquisition, development and operation of a portfolio of sustainable, renewable energy assets and dispose of, or reposition, our fossil fuel utility projects. The establishment and maintenance of a sustainable project pipeline that will be delivering production assets therefore remains a main high-level target. This requires exclusive focus on the rapidly expanding renewable and clean energy markets to produce a pipeline of new projects in the United Kingdom ("UK) and SADC ("Southern African Development Community") Countries, some of which have already been acquired and currently being integrated into the Company structure. I am pleased to reflect on the joint investment with South African group Industrial Green Energy Solutions (IGES) to convert un-recyclable plastic to syngas (using pyrolysis) in energy starved South Africa, for industrial power production. We recently announced progress on the first of various projects in the project pipeline and look forward to the anticipated financial close later in 2022 of the first 2.7 MW phase, for which we have a private industrial off-take agreement. Success with this phase will bode well for the rapid expansion of this project to its full c. 8 MW potential. It will also bolster the development of the project pipeline, aimed at a conducive South African energy market segment driven by the demand for Independent Power Producers and recent legislative restrictions on the disposal of certain plastics. As the UK Government sets out to deliver energy security and accelerate the transition to a low carbon economy it understands that it will require urgent and ambitious action at home and abroad. Its strategy continues to be based on the principle that independently regulated, competitive energy markets, are the most cost-effective and efficient way of delivering its objectives. We are also leveraging our growing experience in the waste-to-energy in the pursuit of various waste-to-energy opportunities in the UK-market. Our renewed strategy will benefit from the Company's experience in the renewable energy sector in recent years. This has been acquired historically through our work in developing renewable energy and storage solutions for integration with its large utility coal projects as well as being the cornerstone promoter behind its 55% AIM subsidiary, Mast Energy Developments PLC ("MED"). After MED completed a successful IPO on the London Stock Exchange in 2021, raising ��5.54 million to acquire a 50 MW reserve power portfolio in the short to medium term it already has a 9 MW site in production, 5 MW site under construction, 4.4 MW in development and a further four sites totalling 29 MW in an advanced stage of acquisition. Unfortunately, the change in the Group's strategy during 2021 to move toward renewable energies coupled with global divestments in fossil fuel assets, resulted therein that the Group recognised impairment of ��20,088,240 related to its coal assets. Notwithstanding the impairment, the disposal plans for our legacy fossil fuel energy projects in Tanzania, Mozambique and Botswana, are progressing well with expressions of interest currently under evaluation. The result for the reporting period amounted to a loss of ��23,148,155 for the year ended 31 December 2021 (31 December 2020: ��6,417,237) 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. In closing, I would like to acknowledge the support of our shareholders and all stakeholders as we position the Company for a next exiting phase of development. I would like to thank our Board, as well as management under the strong leadership of our CEO, Louis Coetzee, for their vision, hard work and tenacity to take advantage of the new opportunities emerging in the green economy by re-positioning Kibo. REVIEW OF ACTIVITIES Introduction Kibo's focus during 2021 was to acquire new projects to underpin its strategy to advance Kibo as a significant developer of sustainable energy solutions, integrating Renewable and Alternative Generation with Energy Storage in the UK and Southern Africa. Leveraging its growing experience in these areas and its partner network, Kibo has been successful in establishing the project portfolio described below. Operations Sustineri Energy Joint Venture - Waste-to-Energy Project (South Africa) On 18 May 2021, we announced an agreement with South Africa-based Industrial Green Solutions (Pty) Ltd ('IGES') to jointly develop a portfolio of Waste to Energy projects in South Africa with an initial target of generating more than 50 MW of electricity for sale to industrial users which was finalized at the end of July 2021. Under the terms of this agreement, Kibo has acquired 65% of Sustineri Energy (35% held by IGES), which holds an initial seven waste-to energy project pipeline utilizing Pyrolysis technologies to convert waste non-recyclable plastics to syngas for the generation of energy. The Pyrolysis technology will be supplied by a local international technology firm in the form of a waste to energy conversion plant with Syngas stored on site and fed into gas engines to generate electrical power. The agreement, which was completed in July 2021, requires Kibo to fund Sustineri, commencing with an amount of ��560,000 as an equity loan for the development of this first project ("Project 1") more details of which are given below. Project 1, the most advanced project, involves the development, construction, and operation of an 8 MW Base Load Waste to Energy Generation facility to be developed in 4 X 2 MW phases over about 3 years for an industrial business park developer in Gauteng, South Africa. A recent 10-year take-or-pay conditional Power Purchase Agreement (PPA') to generate baseload electricity from the first 2.7 MW phase of the development was signed by the Off taker and announced by the Company in February 2022 together with a further update on this initial project. An optimised financial model for the first 2.7 MW phase 1 (updated from initial planned 2 MW) of Project 1 has provided an estimated Earnings Before Interest Tax Depreciation & Interest (EBITDA) of c. ��18 million over the life of project of which an amount of c. ��11.5 million is attributable to the Company and an Internal Rate of Return ("IRR") of between 11% - 14%. The Capital Expenditure (CAPEX) for the project is estimated at c. ��8.35 million with financial close anticipated in the fourth quarter of 2022 with construction to commence in the first quarter of 2023 and taking between 11 and 14 months to complete. Project 1 is attracting strong funding interest (project and debt funding) from various investors with whom Sustineri is currently negotiating with a view to meeting its target financial close date in the fourth quarter this year. The Project will provide the business park with cleaner electricity, by making use of a high temperature pyrolysis process, where selected non-recyclable plastics will undergo thermal degradation to produce high quality syngas, which will in turn feed gas engines to generate both electricity and heat energy. Additionally, there is potential to sell the heat energy generated as a by-product from the gas engines directly to customers inside the industrial park. A fuel feedstock supply agreement is already in place with a waste management operator for 100% of the first phase (2,7MW) of the project and land acquisition and waste licensing is in progress. Air emissions License and grid connection approval processes are in progress. In addition to Project 1, there are at least 6 other projects at different sites identified and off-take discussions are planned in the short term. These additional projects can yield as much as 50 MW. Kibo will be developing the project portfolio with Lesedi Nuclear Services (Pty) Ltd as strategic partner for EPC and Operations and Management services. For South Africa, the Pyrolysis technology provides a perfect solution to the disposal of plastics in the country, which up until now is high cost and subject to cumbersome procedures and under most recent legislation prohibits the disposal of plastics with a CV (Calorific Value) of more than 20 CV in landfill facilities. As an Independent Power Producer, Sustineri will enable its industrial clients to operate independently from the National Utility, Eskom, and secure stable power supplies. 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. CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME All figures are stated in Sterling 31 December 2021 31 December 2020 Audited Audited Note �� �� Revenue 2 3,245 - Cost of sales (34,321) - Gross loss (31,076) - Administrative expenses (2,325,750) (3,393,687) Impairment of non-current assets (20,705,209) - Listing and capital raising fees (321,365) (1,027,658) Project and exploration expenditure (687,963) (2,052,202) Operating loss (24,071,363) (6,473,547) Investment and other income 3 1,017,937 78,945 Share of loss from associate (48,357) (332) Finance costs (46,372) (22,303) Loss before tax 4 (23,148,155) (6,417,237) Taxation 7 -, - Loss for the period (23,148,155) (6,417,237) Other comprehensive loss: Items that may be classified subsequently to profit or loss: Exchange differences on translation of foreign operations (212,919) 152,635 Exchange differences reclassified on disposal of foreign operation 345,217 121,670 Other Comprehensive loss for the period net of tax 132,298 274,305 Total comprehensive loss for the period (23,015,857) (6,142,932) Loss for the period (23,148,155) (6,417,237) Attributable to the owners of the parent (21,996,968) (4,726,286) Attributable to the non-controlling interest (1,151,187) (1,690,951) Total comprehensive loss for the period (23,015,857) (6,142,932) Attributable to the owners of the parent (21,864,515) (4,451,981) Attributable to the non-controlling interest (1,151,342) (1,690,951) Loss Per Share Basic loss per share 8 (0.009) (0.003) Diluted loss per share 8 (0.009) (0.003) CONSOLIDATED STATEMENT OF FINANCIAL POSITION All figures are stated in Sterling 31 December 2021 31 December 2020 Audited Audited Note �� �� Assets Non���Current Assets Property, plant and equipment 9 2,899,759 2,118 Intangible assets 10 4,964,550 18,491,105 Investments in associates 11 4,092,403 9,696,351 Goodwill 13 - 300,000 Total non-current assets 11,956,712 28,489,574 Current Assets Other financial assets 12 - - Other receivables 14 255,747 115,886 Cash 15 2,082,906 256,760 Total current assets 2,338,653 372,646 Total Assets 14,295,365 28,862,220 Equity and Liabilities Equity Called up share capital 16 21,042,444 20,411,493 Share premium account 16 45,429,328 44,312,371 Control reserve 17 - (18,329) Share based payment reserve 18 466,868 1,728,487 Translation reserve 19 (466,184) (598,637) Retained deficit (56,627,389) (39,019,856) Attributable to equity holders of the parent 9,845,067 26,815,529 Non-controlling interest 20 1,962,816 (256,841) Total Equity 11,807,883 26,558,688 Liabilities Non-Current Liabilities Lease liability 9 289,045 - Total Non-Current Liabilities 289,045 - Current Liabilities Lease liability 9 2,473 - Trade and other payables 21 1,116,273 1,444,986 Borrowings 22 1,079,691 858,546 Total Current Liabilities 2,198,437 2,303,532 Total Liabilities 2,487,482 2,303,532 Total Equity and Liabilities 14,295,365 28,862,220 COMPANY STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME All figures are stated in Sterling 31 December 2021 31 December 2020 Audited Audited Note �� �� Revenue - - Administrative expenses (315,666) (353,279) Listing and capital raising fees (39,583) (646,669) Impairment of subsidiary investments (29,379,842) - Fair value adjustment (1,635,881) 1,515,818 Operating loss (31,370,972) 515,870 Other income 3 135,709 174,000 Finance costs - - Loss before tax 4 (31,235,263) 689,870 Taxation - - Loss for the period (31,235,263) 689,870 All activities derive from continuing operations. The Company has no recognised gains or losses other than those dealt with in the Statement of Profit or Loss and Other Comprehensive Income. COMPANY STATEMENT OF FINANCIAL POSITION All figures are stated in Sterling 31 December 2021 31 December 2020 Audited Audited �� �� Non���Current Assets Investments 23 16,762,761 46,664,160 Total Non- current assets 16,762,761 46,664,160 Current Assets Other receivables 14 73,734 39,085 Cash 15 239,674 141,788 Total Current assets 313,408 180,873 Total Assets 17,076,169 46,845,033 Equity and Liabilities Equity Called up share capital 16 21,042,444 20,411,493 Share premium account 16 45,429,328 44,312,371 Share based payment reserve 18 466,868 977,575 Retained deficit (50,095,537) (19,419,674) Total Equity 16,843,103 46,281,765 Liabilities Current Liabilities Trade and other payables 21 114,062 218,877 Borrowings 22 119,004 344,391 Total liabilities 233,066 563,268 Total Equity and Liabilities 17,076,169 46,845,033 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY Share Capital Share premium Warrants and Share based payment reserve Control reserve Foreign currency translation reserve Retained deficit Non-controlling interest Total equity All figures are stated in Sterling �� �� �� �� �� �� �� �� Balance as at 1 January 2020 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 Disposal of subsidiary - - - - 121,670 - - 121,670 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 loss of control - - - - - 332,384 1,407,037 1,739,421 879,143 1,561,935 223,974 - 274,305 (4,393,902) (283,914) (1,738,459) Balance as at 31 December 2020 20,411,493 44,312,371 1,728,487 (18,329) (598,637) (39,019,856) (256,841) 26,558,688 Loss for the year - - - - - (21,996,968) (1,151,187) (23,148,155) Other comprehensive income - exchange differences - - - - (212,764) - (155) (212,919) Shares issued 630,951 1,116,957 - - - - - 1,747,908 Disposal of non-controlling interest without losing control - - - - - 3,259,232 3,201,014 6,460,246 Acquisition of non-controlling interest - - - - - (308,030) 308,030 - Vesting of share options - Katoro Gold plc - - 146,249 - - - - 146,249 Warrants issued by Kibo Energy plc - - 48,695 - - - - 48,695 Warrants issued by Kibo Energy plc which expired during the year - - (559,400) - - 559,400 - - Change in shareholding resulting in a loss of control - - (897,163) 18,329 345,217 878,833 (138,045) 207,171 630,951 1,116,957 (1,261,619) 18,329 132,453 (17,607,533) 2,219,657 (14,750,805) Balance as at 31 December 2021 21,042,444 45,429,328 466,868 - (466,184) (56,627,389) 1,962,816 11,807,883 Note 16 16 18 17 19 20 COMPANY STATEMENT OF CHANGES IN EQUITY Share capital Share premium Share based payment reserve Retained deficit Total equity All figures are stated in Sterling �� �� �� �� �� Balance as at 1 January 2020 19,532,350 42,750,436 977,575 (20,109,544) 43,150,817 Profit the year - - - 689,870 689,870 Shares issued 871,984 1,149,095 - - 2,021,079 Shares issued to pay deferred vendor liability 7,159 412,840 - - 419,999 879,413 1,561,935 - 689,870 3,130,948 Balance as at 31 December 2020 20,411,493 44,312,371 977,575 (19,419,674) 46,281,765 Profit for the year - - - (31,235,263) (31,235,263) Shares issued 630,951 1,116,957 - - 1,747,908 Warrants issued by Kibo Energy plc - - 48,693 - 48,693 Warrants issued by Kibo Energy plc which expired during the year - - (559,400) 559,400 - 630,951 1,116,957 (510,707) (30,675,863) (29,438,662) Balance as at 31 December 2021 21,042,444 45,429,328 466,868 (50,095,537) 16,843,103 Note 16 16 18 CONSOLIDATED STATEMENT OF CASH FLOWS All figures are stated in Sterling 31 December 2021 31 December 2020 Audited Audited Notes �� �� Cash flows from operating activities Loss for the period before taxation (23,148,155) (6,417,237) Adjustments for: (Profit)/Loss from the disposal of subsidiary (529,415) 102,414 Interest accrued 21,632 - Debt forgiven 3 (355,659) - Warrants and options issued 194,945 697,006 Impairment of goodwill 13 300,000 - Impairment of intangible assets 10 13,955,528 - Impairment of associates 11 6,449,681 - Loss from equity accounted associate 48,357 333 Exploration and development expenditure on a Joint Operation 91,179 1,122,676 Impairment of financial asset receivable 43,722 640,821 Depreciation on property, plant and equipment 9 10,635 5,685 Profit on sale of property, plant and equipment - (53,574) Cost settled through the issue of shares - 436,076 (2,917,550) (3,465,800) Movement in working capital Change in debtors 14 (145,525) 108,872 Change in creditors 21 (240,958) 982,244 (386,483) 1,091,116 Net cash outflows from operating activities (3,304,033) (2,374,684) Cash flows from financing activities Proceeds of issue of share capital 1,527,576 2,277,000 Proceeds from disposal of shares to non-controlling interest 6,099,500 - Repayment of lease liabilities (2,275) - Repayment of borrowings (195,282) - Proceeds from borrowings 38,975 1,370,000 Net cash proceeds from financing activities 7,468,494 3,647,000 Cash flows from investing activities Cash advanced to Joint Venture (91,179) (1,122,676) Property, plant and equipment acquired (1,654,239) - Intangible assets acquired (150,273) - Cash forfeited on disposal of subsidiary (272,075) 76,716 Cash received on sale of plant and equipment - 58,628 Net cash flows investing activities (2,167,766) (987,332) Net increase/(decrease) in cash 1,996,695 284,984 Cash at beginning of period 256,760 91,634 Exchange movement (170,549) (119,858) Cash at end of the period 15 2,082,906 256,760 COMPANY STATEMENT OF CASH FLOWS All figures are stated in Sterling 31 December 2021 31 December 2020 Audited Audited Notes �� �� Cash flows from operating activities (Loss)/Profit for the period before taxation Adjusted for: (31,235,263) 689,870 Inter-company sales capitalised (61,000) (174,000) Fair value adjustment 1,635,881 (1,515,818) Share based payments 48,693 200,562 Non-cash recoveries of expenses (114,253) (71,139) Impairment of investment in subsidiaries 29,379,842 - Expenses settled in shares - 198,000 (346,100) (672,525) Movement in working capital (Increase) / Decrease in debtors 14 (40,314) 322,382 (Decrease)/ Increase in creditors 21 (104,815) (46,851) (145,129) 275,531 Net cash outflows from operating activities (491,229) (396,994) Cash flows from financing activities Proceeds of issue of share capital 16 1,497,176 940,000 Proceeds from borrowings 22 - 590,000 Repayment of borrowings (50,007) - Net cash proceeds from financing activities 1,447,169 1,530,000 Cash flows from investing activities Cash advances to Group Companies 25 (858,054) (1,022,607) Net cash used in investing activities (858,054) (1,022,607) Net (decrease)/increase in cash 97,886 110,399 Cash at beginning of period 141,788 31,389 Cash at end of the period 15 239,674 141,788 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: 2021 Group Benga Power J.V Mabesekwa Coal to Power Mbeya Coal to Power Bordersley Power Rochdale Power Pyebridge Power Haneti Lake Victoria Gold Blyvoor Joint Venture Sustineri Energy Corporate 31 December 2021 (��) Group Revenue - - - - - 3,245 - - - - - 3,245 Cost of sales - - - - - (34,321) - - - - (34,321) Administrative and other cost (26,682) (13,944) (43,967) (332,550) (4,641) (13,448) (82,504) (141,098) (16,799) (1,097) (1,743,750) (2,420,480) Listing and Capital raising fees - - - - - - - - - - (321,365) (321,365) Impairments - (6,132,711) (13,955,528) (300,000) - - - - - - (316,969) (20,705,208) Project and exploration expenditure (74,337) - (100,165) (24,878) (11,265) (44,004) (119,101) - (126,173) (94,207) (93,833) (687,963) Investment and other income 787 - 48,298 355,659 - - - 16,505 5,134 - 591,554 1,017,937 Loss after tax (100,232) (6,146,655) (14,051,362) (301,769) (15,906) (88,528) (201,605) (124,593) (137,838) (95,304) (1,884,363) (23,148,155) 2020 Group Benga Power J.V Mabesekwa Independent Power Mbeya Coal to Power Bordersley Power Haneti Lake Victoria Gold Blyvoor Joint Venture Corporate 31 December 2020 (��) Group Administrative and other cost (17,677) (10,182) (39,424) (219,821) (13,745) (909,306) (16,053) (2,190,113) (3,416,321) Listing and Capital raising fees - - - (161,743) - - - (865,915) (1,027,658) Project and exploration expenditure (260,170) (8,557) (112,762) (276,000) (133,906) (59,041) (1,201,768) - (2,052,204) Investment and other income - - 53,600 - - 2,628 6,943 15,775 78,946 Loss after tax (277,847) (18,739) (98,586) (657,564) (147,651) (965,719) (1,210,878) (3,040,253) (6,417,237) 2021 Group Benga Power J.V Mabesekwa Coal to Power Mbeya Coal to Power Bordersley Power Rochdale Power Pyebridge Power Sustineri Energy Katoro Gold plc Corporate 31 December 2021 (��) Group Assets Segment assets 14,219 3,405,354 1,944,925 3,085,261 261,454 2,491,666 278,985 528,764 2,284,737 14,295,365 Liabilities Segment liabilities 10,065 5,577 52,379 394,588 5,570 70,847 18,976 - 1,929,480 2,487,482 2020 Group Benga Power J.V Mabesekwa Coal to Power Mbeya Coal to Power Bordersley Power Haneti Lake Victoria Gold Blyvoor Joint Venture Corporate 31 December 2020 (��) Group Assets Segment assets 27,022 9,696,351 15,902,052 2,895,204 16,410 2,543 17,340 305,298 28,862,220 Liabilities Segment liabilities 93,245 10,297 152,155 470,507 66,731 21,603 5,738 1,483,256 2,303,532 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 2021 (��) Carrying value of segmented assets 1,944,925 3,405,354 188,879 283,831 7,630,489 841,887 14,295,365 Profit/ Loss after tax (14,211,842) (6,143,283) (1,008,539) (218,316) (1,827,534) 261,359 (23,148,155) Tanzania Botswana Cyprus South Africa United Kingdom Ireland 31 December 2020 (��) Carrying value of segmented assets 21,910 9,696,351 76,398 19,744 2,895,204 16,152,613 28,862,220 Loss after tax (180,570) (332) (3,741,808) (1,196,471) (657,564) (640,492) (6,417,237) 2. Revenue 31 December 2021 (��) Group 31 December 2020 (��) Group Electricity sales 3,245 - 3,245 - Revenue comprised ancillary electricity sales from operational testing of the renewable energy operations of MAST Energy Developments plc in the United Kingdom. 3. Other Income 31 December 2021 (��) Group 31 December 2020 (��) Group 31 December 2021 (��) Company 31 December 2020 (��) Company Debt forgiven 355,659 - - - Profit on the loss of control over subsidiary 529,415 - - - Profit on sale of plant and equipment - 53,574 - - Recoveries - - 61,000 174,000 Other income 132,863 25,371 74,709 - 1,017,937 78,945 135,709 174,000 MAST Energy Projects Ltd (MEP), a 100% owned and controlled subsidiary of MAST Energy Developments plc, a subsidiary of the Group, had certain outstanding and accrued consulting fees owing to a service provider (St. Anderton on Vaal) relating to the period 2019 to 2021.The settlement value of these fees (the "Consulting Fees") has now been agreed between MEP, MAST and St. Anderton on Vaal. The settlement comprised cash payments for a total amount of ��169,603, shares issued in the amount of ��169,603 by MAST Energy Developments plc and the remainder of the debt being forgiven. 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 Company directors, which resulted in the recognition of a gain on loss of control in the amount of ��529,415. Refer to Note 11 for further detail relating to the loss of control over the investee. 4. Loss on ordinary activities before taxation Operating loss is stated after the following key transactions: 31 December 2021 (��) Group 31 December 2020 (��) Group Depreciation of property, plant and equipment 10,635 5,685 Impairment of other financial assets - receivable from Lake Victoria Gold 16,240 640,821 Loss on disposal of subsidiaries - 102,414 Group auditors' remuneration for audit of financial statements 45,000 45,000 Subsidiaries auditors' remuneration for audit of the financial statements 155,094 158,122 Impairment of goodwill 300,000 - Impairment of intangible assets 13,955,528 - Impairment of associates 6,449,682 - 5. Staff costs (including Directors) Group 31 December 2021 (��) Group 31 December 2020 (��) Company 31 December 2021 (��) Company 31 December 2020 (��) Wages and salaries 898,145 1,028,318 27,415 38,595 Share based remuneration 146,250 225,778 - - 1,044,395 1,254,096 27,415 38,595 The average monthly number of employees (including executive Directors) during the period was as follows: Group 31 December 2021 (��) Group 31 December 2020 (��) Company 31 December 2021 (��) Company 31 December 2020 (��) Exploration activities 10 10 1 1 Administration 7 6 1 1 17 16 2 2 6. Directors' emoluments Group 31 December 2021 (��) Group 31 December 2020 (��) Company 31 December 2021 (��) Company 31 December 2020 (��) Basic salary and fees accrued 361,262 434,823 27,415 38,595 Share based payments - - - - 361,262 434,823 27,415 38,595 The emoluments of the Chairman were ��20,578 (2020: ��27,837). The emoluments of the highest paid director were ��129,347 (2020: ��170,190). Directors received shares in the value of ��Nil during the year (2020: ��Nil) and warrants to the value of ��Nil (2020: ��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 2021 Salary and fees accrued �� Salary and fees settled in shares �� Warrants issued �� Total �� Christian Schaffalitzky 20,578 - - 20,578 Louis Coetzee 129,347 - - 129,347 Noel O'Keeffe 38,319 - - 38,319 Lukas Maree 7,349 - - 7,349 Wenzel Kerremans 7,349 - - 7,349 Andreas Lianos 36,050 - - 36,050 Christiaan Schutte 122,270 - - 122,270 Total 361,262 - - 361,262 31 December 2020 Salary and fees accrued �� Salary and fees settled in shares �� Warrants issued �� Total �� Christian Schaffalitzky 27,837 - - 27,837 Louis Coetzee 170,190 - - 170,190 Noel O'Keeffe 66,085 - - 66,085 Lukas Maree 78,892 - - 78,892 Wenzel Kerremans 16,702 - - 16,702 Andreas Lianos 62,168 - - 62,168 Christiaan Schutte 12,949 - - 12,949 Total 434,823 - - 434,823 As at 31 December 2021, an amount of ��443,336 (2020: ��474,267) was due and payable to Directors for services rendered not yet settled. 7. Taxation Current tax 31 December 2021 (��) 31 December 2020 (��) 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: 2021 (��) 2020 (��) Loss on ordinary activities before tax (23,148,155) (6,417,237) Income tax expense calculated at blended rate of 18.86% (2020: 14.9%) (4,365,742) (956,168) Income which is not taxable (100,589) (1,515,818) Expenses which are not deductible 3,959,520 2,919,587 Losses available for carry forward 506,811 (447,601) Income tax expense recognised in the Statement of Profit or Loss - - The effective tax rate used for the December 2021 and December 2020 reconciliations above is the corporate rate of 18.86% and 14.9% payable by corporate entities on taxable profits under tax law in that jurisdiction respectively. No provision has been made for the 2021 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 ��38,201,734 (2020: ��35,320,553) available for potential offset against future profits which equates to an estimated potential deferred tax asset of ��5,076,208 (2020: ��4,569,667). 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. 8. 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 2021(��) 31 December 2020 (��) Loss for the period attributable to equity holders of the parent (21,996,968) (4,726,286) Weighted average number of ordinary shares for the purposes of basic loss per share 2,480,279,189 1,546,853,959 Basic loss per ordinary share (GBP) (0.009) (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. 9. Property, plant and equipment GROUP 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 2020 - 2,535 25,084 5,071 4,997 11,262 67,941 116,890 Disposals - - (7,972) - - - (67,941) (75,913) Additions - - - - - - - - Exchange movements - (99) (981) (101) (8) (2,661) - (3,850) Closing Cost as at 31 December 2020 - 2,436 16,131 4,970 4,989 8,601 - 37,127 Disposals - - - - - - - - Additions 602,500 - - - 509 2,011,409 293,793 2,908,211 Exchange movements - 29 192 (28) (108) 102 - 187 Closing Cost as at 31 December 2021 602,500 2,465 16,323 4,942 5,390 2,020,112 293,793 2,945,525 Land Furniture and Fittings Motor Vehicles Office Equipment I.T Equipment Plant & Machinery Right of use assets Total Accumulated Depreciation ("Acc Depr") (��) (��) (��) (��) (��) (��) (��) (��) Acc Depr as at 1 January 2020 - 2,535 18,202 4,392 3,355 11,262 12,739 52,485 Disposals - - (6,606) - - - (12,739) (19,345) Depreciation - - 5,117 141 427 - - 5,685 Exchange movements - (99) (1,428) (135) 507 (2,661) - (3,816) Acc Depr as at 31 December 2020 - 2,436 15,285 4,398 4,289 8,601 - 35,009 Disposals - - - - - - - - Depreciation - - 842 - - - 9,793 10,635 Exchange movements - 29 196 9 (215) 103 - 122 Acc Depr as at 31 December 2021 - 2,465 16,323 4,407 4,074 8,704 9,793 45,766 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 2020 - - 846 572 700 - - 2,118 Carrying value as at 31 December 2021 602,500 - - 535 1,316 2,011,408 284,000 2,899,759 Pyebridge Power Ltd - 2021 The Group acquired a 100% equity interest in Pyebridge Power Limited ("Pyebridge") for ��2,500,000 in cash which is settled as follows: ��� An initial ��1,485,500 to be paid in cash at completion date on the 10th of August 2021; ��� Repayment of the loan outstanding of ��14,500 by Sloane Developments Limited to Pyebridge; Deferred consideration of ��1,000,000 to be paid in two tranches 8 months and 12 months respectively from the date of completion. The acquisition of PyeBridge comprise of the following: ��� An installed and commissioned synchronous gas-powered standby generation plant and machinery; and ��� The land on which the gas-powered facility stands. The acquisition of land and gas-powered generation facility has been accounted for as assets purchased at consolidated level, and not as a business combination in accordance with IFRS 3. Therefore, the purchase price has been allocated between land and the plant and machinery based on their respective fair values as at the date of acquisition. Right of use asset The Group has one lease contract for land it shall utilise to construction a 5MW gas-fuelled power generation plant. The land is located at Bordersley, Liverpool St. 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 is 8.44%. Right of use asset 31 December 2021(��) Group 31 December 2020(��) Group Set out below are the carrying amounts of right-of-use assets recognised and the movements during the period: Opening balance - - Additions 293,793 - Depreciation (9,793) - Closing balance 284,000 - Lease liability Set out below are the carrying amounts of lease liabilities and the movements during the period: Opening balance - - Additions 293,793 - Interest 24,725 - Repayment (27,000) - Closing balance 291,518 - Spilt of lease liability between current and non-current portions: Non-current 289,045 - Current 2,473 - Total 291,518 - Future minimum lease payments fall due as follows - within 1 year 27,000 - - later than 1 year but within 5 years 108,000 - later than 5 years 648,000 Subtotal 783,000 - Unearned future finance charges (491,482) Closing balance 291,518 A 1% change in the Incremental Borrowing Rate ("IBR"), would result in a ��25,185 change in the Right of Use Asset, and corresponding Lease Liability on transaction date. 10. 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: Rochdale Power (��) Sustineri Energy (��) Mbeya Coal to Power Project (��) Bordersley Power (��) Total (��) Carrying value at 1 January 2020 - - 15,896,105 2,595,000 18,491,105 Impairments - - - - - Carrying value at 1 January 2021 - - 15,896,105 2,595,000 18,491,105 Impairments - - (13,955,528) - (13,955,528) Acquisition of Rochdale Power 150,273 - - - 150,273 Acquisition of Sustineri Energy - 278,700 - - 278,700 Carrying value at 31 December 2021 150,273 278,700 1,940,577 2,595,000 4,964,550 Intangible assets attributable to prospecting or exploration activities with an indefinite useful life are not amortised until such time that active mining operations commence, which will result in the intangible asset being amortised over the useful life of the relevant project. Intangible assets attributable to renewable energy activities are amortised once commercial production commenced, over the remaining useful life of the project, which is estimated to be between 20 to 30 years, depending on the unique characteristics of each project. Until such time as the underlying operations commence production commences, intangible assets with an indefinite useful life are assessed for impairment on an annual basis, against the recoverable value of the intangible asset, or earlier if an indication of impairment exists. One or more of the following facts or circumstances indicate that an entity should test an intangible asset for impairment: ��� the period for which the entity has the right to develop the asset has expired during the period or will expire in the foreseeable future; ��� substantial expenditure on the asset in future is neither planned nor budgeted; ��� sufficient data exists to indicate that, although a development in the specific area is likely to proceed, the carrying amount of the development asset is unlikely to be recovered in full from successful development or by sale. 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 costs to sell and value in use. 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 value in use calculation performed: ��� measurement of the available resources and reserves; ��� currency fluctuations and exchange movements applicable to the valuation model; ��� commodity prices related to resources and reserve and forward looking statements; ��� expected growth rates in respect of production capacity; ��� cost of capital related to funding requirements; ��� determination of the commercial viability period; ��� applicable discounts rates, inflation and taxation implications; ��� future operating expenditure related to the realisation of the respective project assets; and ��� co-operation of key project partners going forward. The following key assumptions influence the measurement of the intangible assets' recoverable amounts, through utilising the fair value calculation performed: ��� Determination of consideration receivable based on recently completed transactions, considering the nature, location, size and desirability of recently completed transactions, for similar assets. A summary of each project and the impairment assessment performed for each of the intangible assets are detailed below. Mbeya Coal to Power Project The Mbeya Coal to Power Project situated in the Mbeya region of Tanzania, which comprises the Mbeya Coal Mine, a potential 1.5Mt p/a mining operation, and the Mbeya Power Plant, a planned 300MW mine-mouth thermal power station. The Mbeya Coal Mine has a defined 120.8 Mt NI 43-101 thermal coal resource. The 300MW mouth-of-mine thermal power station has long term scalability with the potential to become a 1000MW plant. The completed full Power Feasibility Study highlighted an annual power output target of 1.8GW based on annual average coal consumption of 1.5Mt. Subsequent to the completion of a compulsory tender process through TANESCO on the development of the Mbeya Coal to Power Project, the Group was informed that its bid to secure a Power-Purchase Agreement was unsuccessful in February 2019. Further engagement with TANESCO has subsequently culminated in the receipt of a formal notice from TANESCO during 2020 inviting the Group it to develop the Mbeya Coal to Power Project for the export market and thereby enabling the Company to engage with the African Power Pools regarding potential off-take agreements. Result of impairment review undertaken during the period The Group continued to pursue the possible development of the Mbeya Coal to Power Project for the export market 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 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 Mbeya Coal to Power Project asset was estimated to be approximately ��1,940,577, which is significantly lower than the value in use determined in preceding financial periods as a results 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 ��13,955,528 was necessary in the 2021 financial period related specifically to the Mbeya Coal to Power Project. The fair value consideration receivable was based on third party proposals received related to the combined potential disposal of the Group's Mbeya Coal to Power and Mabasekwa Coal to Power projects. The proposed consideration receivable was allocated between the assets based on their respective carrying values, including capital contributions to the various assets at an estimated discount of between 60% and 80%. A change of 100bps in the estimated discount applied to the capital contributions of the Mbeya Coal to Power asset would result in a ��15,500 change in the fair value of the asset. The Group is actively pursuing various options to realise value from the project, including the potential disposal of the asset to extern parties. Bordersley Power Ltd The Group initially acquired an indirect 100% equity interest in shovel-ready reserve power generation project, Bordersley, which will comprise a 5MW gas-fuelled power generation plant for the consideration of ��175,000 settled through the issue of shares. Thereafter, the Group acquired all of St Anderton's direct and indirect interests (Royalty Agreements) in the Bordersley power project described above giving it a 100% economic and 100% equity interest in Bordersley (the 'Acquisition'). Consideration for the Acquisition consists of the allotment and issue of 46,067,206 ordinary shares in the capital of MAST Developments plc to St Anderton at an issue price of ��0.0525 per share and payable in five tranches ('Consideration Shares') such that the full consideration is only payable in the event that Bordersley is progressively derisked. As there were no separately identifiable assets and/or liabilities acquired, the purchase price was allocated toward the Intellectual Property acquired, in the amount of ��2,595,000. Rochdale Power Ltd - 2021 The Group acquired a 100% interest in Rochdale Power Limited ("Rochdale"), from Balance Power Projects Limited, for the installation of a 4.4 MW flexible gas power project in Dig Gate Lane, Rochdale, OL 16 4NR.The acquisition purchase price totals ��239,523 of which the freehold site amounts to ��90,750 excluding VAT and the property rights amount to ��150,273. The acquisition purchase price is to be paid in cash. The freehold site purchased is the property at Dig Gate Lane, Kingsway Business Park, Rochdale, OL16 4NR. The acquisition of land and gas-powered generation facility will be accounted for as assets purchased at consolidated level, and not as a business combination in accordance with IFRS 3. Therefore, the purchase price has been allocated to the property, plant and equipment and intangible assets, as disclosed in Note 9 and Note 10 respectively. Sustineri Energy - 2021 The Group, through its subsidiary Kibo Energy (Cyprus) Limited (KE), entered into an agreement with Industrial Green Energy Solutions (Pty) Ltd (IGES) whereby KE would acquire 65% equity stake in Sustineri Energy (Pty) Ltd (Sustineri), with IGES, the technology (IP) and process owner, acquiring a 35% stake. IGES would contribute IP in the amount of approximately ��278,000 through an equity loan to Sustineri Energy (Pty) Ltd as contribution to the incorporation of the entity, and KE would thereafter contribute resources in the amount of ��532,000 as part of its contribution. Thereafter Sustineri would source debt and equity to develop its underlying projects. IGES, on behalf of Sustineri Energy (Pty) Ltd, completed and filed the necessary environmental approvals and was awarded a waste management license by the DEFF on 4 March 2021 for the waste fired combined heat and power plant to be installed at the Limeroc Business Park in Centurion, South Africa. A summary of the assessment performed for each of the renewable energy intangible assets are detailed below. Key estimation variables Rochdale Bordersley Sustineri Energy Life of project 25 to 30 years 25 to 30 years 10 years Weighted average cost of capital ("WACC") 6.19% 6.32% 13.37% Output 4.4MW 5.0MW 2.7MW Average ��/MW output ��20 to ��30 per MW output ��15 to ��20 per MW output ��15 to ��20 per MW output Debt/Equity ratio 55/45 55/45 75/25 Sensitivity analysis Rochdale Bordersley Sustineri Energy 100bps Increase/Decrease in WACC ��413,842 ��689,377 ��191,492 250bps Increase/Decrease in ��/MW output ��135,489 ��168,921 ��1,506,038 11. 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 2020 - 9,696,683 9,696,683 Share of losses for the year - (332) (332) Carrying value at 1 January 2021 - 9,696,351 9,696,351 Remaining equity interest following loss of control over investee 894,090 - 894,090 Share of losses for the year (48,357) - (48,357) Impairment loss (316,969) (6,132,712) (6,449,681) Carrying value at 31 December 2021 528,764 3,563,639 4,092,403 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 a insitu 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. The value of the remaining equity interest in Kibo Energy Botswana (Pty) Ltd on initial recognition, was determined based on the fair value of the proportionate equity interest retained in the in the enlarged resource following the restructuring during 2019. Result of impairment review undertaken during the period The Group continued to pursue the possible development of its 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 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 Mabaseka Coal to Power Project asset was estimated to be approximately ��3,563,639, which is significantly lower than the value in use determined in preceding financial periods as a results 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 ��6,132,712 was necessary in the 2021 financial period related specifically to the Mabaseka Coal to Power Project. The fair value consideration receivable was based on third party proposals received related to the combined potential disposal of the Group's Mbeya Coal to Power and Mabasekwa Coal to Power projects. The proposed consideration receivable was allocated between the assets based on their respective carrying values, including capital contributions to the various assets at an estimated discount of between 60% and 80%. A change of 100bps in the estimated discount applied to the capital contributions of the Mbeya Coal to Power asset would result in a ��18,500 change in the fair value of the asset. The Group is actively pursuing various options to realise value from the project, including the potential disposal of the asset to extern parties. Summarised financial information of the associate is set out below: Group (��) 2021 Group (��) 2020 Non-Current assets 7,824,447 8,396,296 Current assets 866 869 Loss for the year - (1,107) Kibo Energy Botswana (Pty) Ltd recognised no revenue during the year (2020:Nil). No dividends were received during the year (2020: Nil). Kibo Energy Botswana (Pty) Ltd's principal place of business is Plot 2780, Extension 9, Gaborone, Botswana. 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. Group (��) 30 September 2021 Cash and cash equivalents 272,075 Other financial liabilities (77,434) Trade and other payables (37,138) Net asset value disposed of 157,503 Non-controlling interest (138,045) Foreign currency translation reserves 345,217 Attributable equity disposed of 364,675 Consideration received - cash or otherwise - Investment retained in associate measured at fair value (894,090) Profit from loss of control over subsidiaries (529,415) 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. Summarised financial information of the associate is set out below: Group (��) 31 December 2021 Non-current assets 209,500 Current assets 876,658 Current liabilities (163,732) Loss for the year ended (1,142,479) Cash flow from operating activities (915,880) Cash flow from investing activities (125,866) Cash flows from financing activities (1,771,925) Katoro Gold plc recognised no revenue during the year (2020:Nil). No dividends were received during the year (2020: Nil). 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. 12. Other financial assets Group (��) 2021 2020 Other financial assets comprise of: Lake Victoria Gold receivable 657,061 640,821 Blyvoor Joint Venture receivable 1,223,495 1,160,337 1,880,556 1,801,158 Impairment allowance for other financial assets receivable Lake Victoria Gold receivable (657,061) (640,821) Blyvoor Joint Venture receivable (1,223,495) (1,160,337) - - Group (��) Reconciliation of movement in other financial assets Blyvoor Joint Venture Lake Victoria Gold Financial asset receivable 1,160,337 640,821 Credit loss allowance recognised (1,160,337) (640,821) Carrying value as at 31 December 2020 - - Foreign exchange movement - 16,240 Further advance on the Blyvoor Joint Venture 63,158 - Credit loss allowance recognised (63,158) (16,240) Carrying value as at 31 December 2021 - - Reef Miners Limited - Imweru and Lubando gold project - 2020 On 30 June 2020, the last condition precedent related to the disposal of Reef Miners Limited ("Reef"), 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 Limited ("LVG"). The assets and corresponding liabilities of Reef was recognised as part of the assets classified held for sale in the comparative financial period. The following disposal of the subsidiary was recognised in the 2020 financial statements: Group (��) Intangible assets (787,108) Cash and cash equivalents (336) Trade and other payables 9,136 Net assets value disposed of (778,308) Foreign currency translation reserve reclassified through profit or loss (121,670) Proceeds from disposal 797,564 Loss on disposal of subsidiary (102,414) Impairment of other financial asset receivable (640,821) Total loss (743,235) The amount receivable from Lake Victoria Gold will be due and payable on the following dates: ��� US$100,000 upon the satisfaction of the Condition Precedent; ��� US$100,000 upon registration of Reef in the name of LVG; ��� US$100,000 four months from the date of the SPA; ��� US$200,000 nine months from the date of the SPA; and ��� 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 Limited ("Reef"). The receivable in Lake Victoria Gold was fully impaired due to the significant increase in credit risk during the 2020 financial period, which is as a result of further payments not being received as they become due and was still outstanding as at 30 September 2021, the date on which the Kibo Group lost control over Katoro Gold plc as noted above in Note 11. Blyvoor Joint Operations On 30 January 2020, the Katoro Gold 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 a 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 30 September 2021, the date on which the Kibo Group effectively lost control over the Katoro Group, the Katoro Group had advanced funding in the amount of ��1,223,495 of which 100% relate to expenditure allocated to the Joint Venture operations, carried by the Katoro Gold plc Group. 13. Goodwill MAST Energy Projects Limited - 2020 In the previous financial period, the Group acquired a 60% equity interest in MAST Energy Project Limited, previously known as MAST Energy Development Limited, for ��300,000, settled through the issue of 5,714,286 ordinary shares in Kibo Energy plc effective on 19 October 2018. The acquisition of MAST Energy Projects Limited falls within the ambit of IFRS 3: Business Combinations. The net assets acquired were valued at Nil, with the resultant purchase price being allocated to Goodwill on date of acquisition. Goodwill is assessed for impairment on an annual basis, against the recoverable amount of underlying Cash Generating Unit ("CGU"). The recoverable amount of the CGU is the higher of its fair value less cost to sell and its value in use. Because the underlying projects previously held by Mast Energy Projects Limited have now been restructured into separate SPV's, controlled directly by the intermediary holding company Sloane Developments Limited, there was no prospective benefit from continued operations of Mast Energy Projects Limited therefore the goodwill was impaired. The Company will cease operations in the foreseeable future. 14. Other receivables Group 2021 (��) Group 2020 (��) Company 2021 (��) Company 2020 (��) Amounts falling due within one year: Other debtors 255,747 115,886 73,734 39,085 255,747 115,886 73,734 39,085 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 Group (��) Company (��) Cash consists of: 2021 2020 2021 2020 Short term convertible cash reserves 2,082,906 256,760 239,674 141,788 2,082,906 256,760 239,674 141,788 Cash has not been ceded or placed as encumbrance toward any liabilities as at year end. 16. Share capital - Group and Company 2021 2020 Authorised equity 5,000,000,000 Ordinary shares of ���0.001 each 1,000,000,000 deferred shares of ���0.014 each 3,000,000,000 deferred shares of ���0.009 each ���5,000,000 ���14,000,000 ���27,000,000 ���5,000,000 ���14,000,000 ���27,000,000 ���46,000,000 ���46,000,000 Allotted, issued and fully paid shares (2021: 2,930,657,437 Ordinary shares of ���0.001 each) ��1,836,562 (2020: 2,221,640,835 Ordinary shares of ���0.001 each) ��1,205,611 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 ��21,042,444 ��20,411,493 Number of Shares Ordinary Share Capital (��) Deferred Share Capital (��) Share Premium (��) Treasury shares (��) Balance at 31 December 2019 1,257,276,078 326,468 19,205,882 42,750,436 - Shares issued during the period 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 - Shares issued during the period 709,016,602 630,951 - 1,116,957 Balance at 31 December 2021 2,930,657,437 1,836,562 19,205,882 45,429,328 - 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 of their shares. During the prior period, the Company resolved to increase the Ordinary Share capital from five billion Ordinary Shares to eight billion Ordinary Shares to ensure sufficient authorised Ordinary Share capital available to issue more Ordinary Shares when required. 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 (��) 2021 2020 Opening balance of share-based payment reserve 1,728,487 1,504,513 Issue of share options and warrants 194,944 645,445 Deferred vendor liability settled through the issue of shares - (421,471) Expired warrants during the period (559,400) - Loss of control over subsidiary (897,163) - 466,868 1,728,487 Share Options and Warrants detail Share Options Katoro Gold plc had the following share options in issue at the beginning of the year and throughout the period up to the date of loss of control: ��� a share option plan whereby the Board and Management of the Company were issued 14,944,783 Ordinary shares, being 10% of the Company's issued share capital on 8 February 2019, at 1.3 pence per share. The options have an expiry date of the seventh anniversary date of the date of grant, with 50% vesting on issue and the remaining 50% vesting in one year; and ��� a share option plan whereby the Board and Management of the Company were granted options ("Options") over a total of 17,300,000 new ordinary shares of ��0.01each in the capital of the Company ("Ordinary Shares") The Options are exercisable at 2.6 pence per Ordinary Share, constituting a c. 10% premium to the Company's recent closing share price on 28 August 2020. The Options have an expiry date of the seventh anniversary from the date of grant of 28 August 2020, with 50% vesting on issue and the remaining 50% vesting in one year. The fair value of the share options issued have been determined using the Black-Scholes option pricing model. The inputs to the Black-Scholes model were as follows: Description of key input Key Assumptions Key Assumptions Date issued February 2019 August 2020 Options granted 14,944,783 17,300,000 Stock price 1.3p 2.4p Exercise price 1.3p 2.6p Risk free rate 0.4% 0.3% Volatility 82% 142.84% Time to maturity 7 years 7 years Expected volatility was determined using the historic average volatility in the company's share price over the past 2 to 3 years. The weighted average fair value for the share options granted over the years is 2.26p. The following reconciliation serves to summarise the value attributable to the share option reserve as at period end: Group (��) 2021 2020 Opening balance of share-based payment reserve 256,315 30,537 Issue of share options 146,249 225,778 Loss of control over subsidiary (402,564) - - 256,315 The following reconciliation serves to summarise the quantity of share options in issue as at period end: Group 2021 2020 Opening balance 32,244,781 14,944,781 Share options issued - 17,300,000 Loss of control of subsidiary (32,244,781) - - 32,244,781 Kibo Energy plc and MAST Energy Developments plc had no share options in issue throughout the year. Warrants Katoro Gold plc had the following warrants in issue at the beginning of the year and throughout the year over its Ordinary Shares up to date of loss of control: ��� 1,208,333 warrants to Beaufort's in respect of the placing fees. Each warrant shall entitle Beaufort to subscribe for one new Ordinary Share and shall be exercisable at 6 pence per share for up to five years; ��� 10,000,000 warrants to African Battery Metals plc in respect of the Nickel project facilitation fees. The warrants were issued over 2 tranches. The first tranche of 2,500,000 warrants were issued upon signature of the Option Agreement between the parties on 15 March 2019, with the remaining 7,500,000 issued on 15 May 2019. These warrants are exercisable within 3 years of issue date at a price of 1.25 pence per share; ��� 17,200,000 warrants to various funders in respect of placing and subscription of 17,200,000 ordinary shares of 1.0p each issued on 31 March 2020. Each warrant shall entitle the fundraisers to subscribe for a further new Ordinary Share at a price of 2.0p, with a life to expiry of 2 years; ��� 36,666,666 warrants to various funders in respect of placing and subscription of 73,333,333 ordinary shares of 1.0p each issued on 25 June 2020. Each warrant shall entitle the fundraisers to subscribe for a further new Ordinary Share at a price of 3.0p, with a life to expiry of 3 years. The Directors also participated in the Fundraise, of which they acquired 3,333,333 ordinary shares and 1,666,666 warrants; ��� 48,000,000 warrants to various funders in respect of placing and subscription of 48,000,000 ordinary shares of 2.0p each issued on 15 January 2021. Each warrant shall entitle the fundraisers to subscribe for a further new Ordinary Share at a price of 3.0p, with a life to expiry of 3 years; ��� 81,500,000 warrants to various funders in respect of placing and subscription of 81,500,000 ordinary shares of 1.0p each issued on 8 November 2021. Each warrant shall entitle the fundraisers to subscribe for a further new Ordinary Share at a price of 1.5p, with a life to expiry of 2 years. The fair value of the warrants issued have been determined using the Black-Scholes option pricing model. The inputs to the Black-Scholes model were as follows for the warrants issued and outstanding by Katoro Gold plc. Description of key input Key Assumptions Beaufort Key Assumptions African Battery Metals Plc Key Assumptions Financing shares Key Assumptions Financing shares Key Assumptions Financing shares Key Assumptions Financing shares Date issued April '17 May '19 March '20 June '20 January '21 November '21 Warrants granted initially 1,208,333 10,000,000 17,200,000 36,666,666 48,000,000 81,500,000 Stock price 6p 1.3p 1.35p 1.7p 2.15p 0.98p Exercise price 6p 1.25p 2p 3p 3p 1.5p Risk free rate 0.1% 0.4% 0.1% 0.1% 0.1% 1.325% Volatility 70% 82% 86.44% 148.29% 149.64% 129.8% Time to maturity 5 years 3 years 2 years 3 years 3 years 3 years Kibo Energy plc had the following warrants in issue over its Ordinary Shares throughout the period up to year end: ��� 221,111,140 warrants were issued with the share placing completed on 4 November 2019. Each share issued for this placing includes one warrant exercisable at 0.6 pence per share for the period of 36 months from the date of issue. ��� 240,000,000 warrants were issued with the share placing completed on 17 September 2020. For every two shares issued for this placing includes one warrant exercisable at 0.4 pence per share for the period of 36 months from the date of issue. ��� 362,500,000 warrants were issued with the early termination of convertible loan note completed on 17 September 2020. The warrants are exercisable at 0.25 pence per share for the period of 36 months from the date of issue. ��� 430,000,000 warrants were issued with the early termination of convertible loan note completed on 3 November 2021. The warrants are exercisable at 0.4 pence per share for the period of 24 months from the date of issue. The fair value of the warrants issued have been determined using the Black-Scholes option pricing model. The inputs to the Black-Scholes model were as follows for the warrants issued and outstanding by Kibo Energy plc. Description of key input Key Assumptions Kibo Energy Plc October 2019 placing Key Assumptions Kibo Energy CLN Termination Key Assumptions Kibo Energy CLN Termination Key Assumptions Kibo Energy CLN Termination Date issued October 2019 September 2020 September 2020 November 2021 Warrants granted initially 221,111,140 240,000,000 362,500,000 430,000,000 Stock price 0.5p 0.25p 0.25p 0.22p Exercise price 0.6p 0.4p 0.25p 0.4p Risk free rate 0.4% 0% 0% 0% Volatility 99% 144.5% 144.5% 104.54% Time to maturity 3 years 3 years 3 years 2 years Expected volatility was determined using the historic average volatility in the company's share price over the past 2 to 3 years. The following reconciliation serves to summarise the value attributable to the share option reserve as at period end for the Group: Group (��) 2021 2020 Opening balance of warrant reserve 1,472,172 1,052,505 Issue of warrants 48,695 419,667 Expired warrants (559,400) - Loss of control of subsidiary (494,599) - 466,868 1,472,172 The following reconciliation serves to summarise the value attributable to the share option reserve as at period end for the Company: Company (��) 2021 2020 Opening balance of warrant reserve 977,575 977,575 Issue of warrants 48,693 - Expired warrants (559,400) - 466,868 977,575 The following reconciliation serves to summarise the quantity of warrants in issue as at period end: Group Company 2021 2020 2021 2020 Opening balance 1,341,308,419 663,333,420 1,275,833,420 663,333,420 New warrants issued 430,000,000 682,774,999 430,000,000 612,500,000 Warrants exercised (189,431,556) (4,800,000) (188,431,556) - Warrants expired (340,740,724) - (336,540,724) - Decrease in warrants following loss of control over subsidiary (60,274,999) - - - 1,180,861,140 1,341,308,419 1,180,861,140 1,275,833,420 At 31 December 2021 the Group had no share options and 1,180,861,140 warrants outstanding. Warrants Date of Grant Issue date Expiry date Exercise price Number granted Exercisable as at 31 December 2021 04 Nov 2019 04 Nov 2019 03 Nov 2022 0.6p 221,111,140 221,111,140 17 Sept 2020 17 Sept 2020 17 Sept 2023 0.4p 240,000,000 216,000,000 17 Sept 2020 17 Sept 2020 17 Sept 2023 0.25p 362,500,000 313,750,000 3 November 2021 3 November 2021 2 November 2023 0.4p 430,000,000 430,000,000 1,253,611,140 1,180,861,140 Total Contingently Issuable shares 1,253,611,140 1,180,861,140 Expenses settled through the issue of shares The Group recognised the following expense related to equity settled share-based payment transactions: 2021 (��) 2020 (��) Geological expenditure settled - 663,079 Listing and capital raising fees - 178,000 Shares and warrants issued to directors and staff 146,250 225,778 146,250 1,066,857 Deferred vendor liability The amount due to vendors represents the balance of the purchase consideration owing in respect of the acquisition of Bordersley Power Limited from St' Anderton on Vaal Limited. The liability will be settled through the issue of ordinary shares in the Company, in four equal tranches of 6,000,000 at an issue price of ��0.0525 each, as the project is progressively de-risked, as detailed below: ��� Upon receiving confirmation from Mast Energy Development that a preliminary notice to proceed with construction of the Bordersley power site has been issued by the Owners Engineer for the construction and commissioning of the Bordersley site; ��� Upon receiving confirmation from Mast Energy Development that a final notice to proceed with construction of the Bordersley power site has been issued by the Owners Engineer for the construction and commissioning of the Bordersley site; ��� Upon receiving confirmation from Mast Energy Development that the Owners Engineer for the construction and commissioning of the Bordersley site has commenced with commissioning of the Bordersley power plant; and ��� Upon receiving confirmation from Mast Energy Development that the Owners Engineer for the construction and commissioning of the Bordersley site has confirmed steady state production at the Bordersley power plant. The fair value of the deferred vendor liability is calculated in accordance with the anticipated purchase consideration payable, at the fair value of the shares on the date of the transaction. The amount payable has been settled during the current year through the issue of ordinary shares. 19. Translation reserves 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 2021 (��) 2020 (��) Opening balance (598,637) (872,942) Movement during the period (212,764) 152,635 Disposal of subsidiary 345,217 121,670 Closing balance (466,184) (598,637) 20. Non-controlling interest The non-controlling interest brought forward relates to the minority equity attributable to Katoro Gold plc and its subsidiaries. On 30 September 2021 the Group lost control over Katoro Gold plc. On 14 April 2021 the Group's subsidiary, MAST Energy Developments Ltd concluded an IPO on the standard board of the London Stock Exchange, following which the Group's equity interest diluted to 55% equity. Therefore, as at 31 December 2021, the Group's non-controlling interest comprises 45% equity held in MAST Energy Development plc. Group 2021 (��) 2020 (��) Opening balance (256,841) 27,073 Change of interest in subsidiary without loss of control 3,201,014 1,407,037 Acquisition of non-controlling interest 308,030 - Change in shareholding resulting in a loss of control (138,045) - Comprehensive loss for the year allocated to non-controlling interest (1,151,342) (1,690,951) Closing balance of non-controlling interest 1,962,816 (256,841) The summarised financial information for significant subsidiaries in which the non-controlling interest has an influence, namely Katoro Gold plc as at ended 31 December 2021, is presented below: Katoro plc Group 2020 (��) Statement of Financial position Total assets 353,682 Total liabilities (231,806) Statement of Profit and Loss Revenue for the period - Loss for the period (2,561,114) Statement of Cash Flow Cash flows from operating activities (1,039,035) Cash flows from investing activities (1,027,925) Cash flows from financing activities 2,129,800 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 2021, is presented below: MAST Energy Development plc 2021 (��) Statement of Financial position Total assets 7,630,488 Total liabilities (3,780,744) Statement of Profit and Loss Revenue for the period 3,245 Loss for the period (1,408,958) Statement of Cash Flow Cash flows from operating activities (759,694) Cash flows from investing activities (1,804,510) Cash flows from financing activities 4,369,461 21. Trade and other payables Group 2021 (��) Group 2020 (��) Company 2021 (��) Company 2020 (��) Amounts falling due within one year: Trade payables 1,116,273 1,444,986 114,062 218,877 1,116,273 1,444,986 114,062 218,877 The carrying value of current trade and other payables equals their fair value due mainly to the short-term nature of these receivables. 22. Borrowings Group 2021 (��) Group 2020 (��) Company 2021 (��) Company 2020 (��) Amounts falling due within one year: Short term loans 1,079,691 858,546 119,004 344,391 1,079,691 858,546 119,004 344,391 Group 2021 (��) Group 2020 (��) Company 2021 (��) Company 2020 (��) Reconciliation of borrowings: Opening balance 858,546 523,725 344,391 294,955 Raised during the year 978,038 1,370,000 - 590,000 Repaid during the year (175,705) (25,000) (55,669) (25,000) Consulting and facilitation fees - 540,200 - 250,000 Reclassification shareholder contribution to debt - 41,155 - - Debt forgiven (355,659) - - - Loss of control over subsidiary (77,434) - - - Interest raised 21,623 - - - Settled through the issue of shares (169,718) (1,591,534) (169,718) (765,564) Closing balance 1,079,691 858,546 119,004 344,391 Short term loans Sanderson Capital Partners Limited Short term loans relate to the unsecured interest free loan facility from Sanderson Capital Partners Limited in the amount of ��119,004 which is repayable either through the issue of ordinary shares or payment of cash by the Company. Refer to Note 26, which highlights the settlement of the above debt owing, post year end. Deferred vendor liability The amount due to vendors represents the balance of the purchase consideration owing in respect of the acquisition of Pyebridge Power Limited. The liability will be settled in cash as follows: �� ��500,000 payable within 8 months after the signing of the SPA represents: and �� ��500,000 payable within 12 months after the signing of the SPA represents. The fair value of the deferred vendor liability is based on the anticipated purchase consideration payable, at the fair value thereof on the date of the transaction. The carrying value of current other financial liability equals their fair value due mainly to the short-term nature of these payables. 23. Investment Breakdown of investments as at 31 December 2021 Subsidiary undertakings (��) Kibo Mining (Cyprus) Limited 16,233,997 Katoro Gold plc 528,764 Total cost of investments 16,762,761 Breakdown of investments as at 31 December 2020 Subsidiary undertakings (��) Kibo Mining (Cyprus) Limited 42,796,376 Katoro Gold plc 2,160,888 Mbeya Developments Limited 1,706,896 Total cost of investments 46,664,160 Subsidiary undertakings (��) Investments at Cost At 1 January 2020 43,318,643 Additions in Kibo Mining (Cyprus) Limited 2,766,361 Mbeya Developments Limited 1,706,896 Disposal in Sloane Developments Limited (2,643,558) Reversal of impairment in Katoro Gold plc 1,515,818 At 31 December 2020 (��) 46,664,160 Additions in Kibo Mining Cyprus Limited 1,114,324 Impairment of the subsidiaries (29,379,842) Fair value adjustment of Katoro Gold plc (1,635,881) At 31 December 2021 (��) 16,762,761 The impairment in Katoro Gold plc is due to the significant decline in the share price, which results in the recoverable amount of the investment in Katoro Gold plc decreasing considerably in 2021. The impairment in Kibo Mining (Cyprus) Limited is due to the impairment recognised in the subsidiary investments, being the investment held in the Mabasekwa Coal to Power and Mbeya Coal to Power projects during 2021. At 31 December 2021 the Company had the following undertakings: Description Subsidiary, associate, Joint Ops Activity Incorporated in Interest held (2021) Interest held (2020) Directly held Investments Kibo Mining (Cyprus) Limited Subsidiary Treasury Function Cyprus 100% 100% Katoro Gold plc Associate Mineral Exploration United Kingdom 20.88% 29.25% Indirectly held Investments MAST Energy Development plc Subsidiary Power Generation United Kingdom 55% 100% Sloane Developments Limited Subsidiary Holding Company United Kingdom 55% 100% MAST Energy Projects Limited Subsidiary Power Generation United Kingdom 55% 60% Bordersley Power Limited Subsidiary Power Generation United Kingdom 55% 100% Rochdale Power Limited Subsidiary Power Generation United Kingdom 55% -% Pyebridge Power Limited Subsidiary Power Generation United Kingdom 55% -% Kibo Gold Limited Associate Holding Company Cyprus 20.88% 29.25% Savannah Mining Limited Associate Mineral Exploration Tanzania 20.88% 29.25% Kibo Nickel Limited Associate Holding Company Cyprus 20.88% 29.25% Eagle Exploration Limited Associate Mineral Exploration Tanzania 20.88% 29.25% Katoro (Cyprus) Limited Associate Mineral Exploration Cyprus 20.88% 29.25% Katoro South Africa Limited Associate Mineral Exploration South Africa 20.88% 29.25% 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% -% 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 Associate Mineral Exploration Botswana 35% 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% 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 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 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 Kibo Energy Botswana Limited MAST Energy Developments plc MAST Energy Projects Limited Sloane Developments Limited Bordersley Power Limited Rochdale Power Limited Pyebridge Power Limited The following transactions have been entered into with related entities, by way of common directorship, throughout the financial period: �� River Group was paid ��40,000 (2020: ��37,500) for designated advisor services, corporate advisor services and corporate financer fees during the year settled through cash. No fees are payable to River Group as at year end. The expenditure was recognised in the Company as part of administrative expenditure. �� St Anderton on Vaal Limited was paid ��161,000 (2020: ��276,000) during the year for consulting services rendered to Mast Energy Project Limited. �� On 31 July 2020, the Sloane Developments Limited, Mast Energy Projects Limited and St. Anderton on Vaal Limited entered into the Share Exchange Agreement relating to the acquisition by Sloane Developments Limited of the remaining 40% of the issued share capital of Mast Energy Projects Limited. Under the Share Exchange Agreement, the Company will pay St Anderton on Vaal Limited the sum of ��4,065,586 payable by the issue of 36,917,076 ordinary shares of ��0.001 each in the Company. Completion of the Share Exchange Agreement was subject to and conditional upon the Admission of Mast Energy Developments Limited to the London Stock Exchange. Following completion of the IPO on 14 April 2021, the Group acquired the remaining equity interest in Mast Energy Projects Ltd for the consideration equal to 36,917,076 shares at a total value of ��4,065,586. �� St Anderton on Vaal Limited was paid ��169,603 (2020: ��Nil) during the year for the settlement of the amounts owing by MAST Energy Projects Limited for consulting services rendered, which resulted in another income on the debt write-off of ��355,397. �� During the year, Namaqua Management Limited or its nominees, was paid ��Nil (2020: ��365,027) for the provision of administrative and management services. ��Nil was payable at the year-end (2020: ��Nil). �� The Boudica Group was paid ��24,796 (2020: ��Nil) for corporate services during the current financial period. No fees are payable to Boudica Group at year end. 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. 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 2021 and 2020 financial period, the Group and Company's policy not to undertake trading in derivatives. 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. 2021 (��) 2020 (��) Financial instruments of the Group are: Loans and receivables Financial liabilities Loans and receivables Financial liabilities Financial assets at amortised cost Other receivables 255,747 - 115,886 - Cash 2,082,906 - 256,760 - Financial liabilities at amortised cost Trade payables - 1,116,273 - 1,444,986 Borrowings - 1,079,691 - 858,546 2,338,653 2,195,964 372,646 2,303,532 2021 (��) 2020 (��) Financial instruments of the Company are: Loans and receivables Financial liabilities Loans and receivables Financial liabilities Financial assets at amortised cost Other receivables 73,734 - 39,085 - Cash 239,674 - 141,788 - Financial liabilities at amortised cost Trade payables - 114,062 - 218,877 Borrowings - 119,004 - 344,391 313,408 233,066 180,873 563,268 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, which is not material, as the Group/Company does not hold any significant foreign denominated monetary assets or liabilities. At the period ended 31 December 2021, the Group had no outstanding forward exchange contracts. Exchange rates used for conversion of foreign subsidiaries undertakings were: 2021 2020 ZAR to GBP (Spot) 0.0465 0.0499 ZAR to GBP (Average) 0.0492 0.0469 USD to GBP (Spot) 0.7412 0.7325 USD to GBP (Average) 0.7281 0.7798 EURO to GBP (Spot) 0.8394 0.8984 EURO to GBP (Average) 0.8595 0.8894 The executive management of the Group monitor the Group's exposure to the concentration of fair value estimation risk on a monthly basis. Group Sensitivity Analysis 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 instruments Group (��) Company (��) 2021 2020 2021 2020 Trade & other receivables 255,747 115,886 73,734 39,085 Cash 2,082,906 256,760 239,674 141,788 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 as at 31 December 2021 were all payable on demand. Group (��) Less than 1 year Greater than 1 year but within 5 years Greater than 5 years At 31 December 2021 Trade and other payables 1,116,273 - - Borrowings 1,079,691 - - Lease liabilities 27,000 108,000 648,000 At 31 December 2020 Trade and other payables 1,444,986 - - Borrowings 858,546 - - Company (��) At 31 December 2021 Trade and other payables 114,062 - - Borrowings 119,004 - - At 31 December 2020 Trade and other payables 218,877 - - Borrowings 344,391 - - 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 2021. 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 at31 December 2021, the Group had no outstanding contracts designated as hedges. 26. Post Statement of Financial Position events Settlement of Outstanding Fees to Directors and Management Kibo settled outstanding fees owing to directors and management through the issue of a 7% convertible loan note redeemable instrument. The convertible instrument provides for the issue of unsecured redeemable convertible loan notes of integral multiples of ��1 each to the aggregate amount of ��672,824. The subscriptions for the notes shall be used to fund the Company's working capital requirements related to outstanding salaries and fees due to management, directors and former directors who are the sole subscribers to the notes. Appointment of Shard Capital Partners LLP as Joint Broker Kibo appointed Shard Capital Partners LLP as joint broker to the Company with immediate effect, to act alongside Hybridan LLP, who remains the Company's joint broker, and RFC Ambrian Ltd, who remains nominated advisor. Power Purchase Agreement on South Africa Waste to Energy Project - Sustineri Energy (Pty) Ltd Kibo entered a 10-year take-or-pay conditional Power Purchase Agreement (`PPA') to generate baseload electricity from a 2.7 MW plastic-to-syngas power plant. The plant will be constructed, commissioned and operated for an Industrial Business Park Developer in Gauteng, South Africa. The project, is the first project under Sustineri Energy (Pty) Ltd, a joint venture in which Kibo holds 65% and the balance of 35% is held by Industrial Green Energy Solutions (Pty) Ltd. Signing of Funding Facility Agreement with Institutional Investor and Issue of Shares in lieu of Payment Kibo signed a bridging loan facility agreement with an institutional investor for up to ��3m with a term of up to 36 months. The facility provides for an initial drawdown of ��1m which is immediately available to the Company on signing of the facility. Funds advanced under the facility will attract a fixed coupon interest rate of 3.5% and will be repayable with accrued interest, 4 months from the date of drawdown. 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, 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 will receive 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. Additionally, the Company has issued 13,157,895 new ordinary Kibo shares of ���0.001 each at 0.19 pence per share to certain providers of financial and technical services in payment of outstanding invoices. Convertible Instrument Extension of Redemption Date On 1 March 2022 Kibo agreed an extension of one month for the redemption date of the convertible instrument, with all but one of the subscribers to the notes. The new extended redemption date was revised to be 1 April 2022. The extension included notes in aggregate of ��657,985, from the total amount of ��672,824. The amount of ��14,839 was settled in cash, in accordance with the terms of the convertible instrument announced on 07 January 2022. On 1 April 2022 Kibo agreed a further extension of three months for the redemption date of the convertible instrument, with all remaining noteholders. The new extended redemption date will now be 1 July 2022. The further extension includes notes in aggregate of ��657,985. Agreement to deploy at least 1 Gigawatt of Long Duration Energy Storage in Southern Africa Kibo signed a rolling 5-year Framework Agreement with Enerox GmbH ('CellCube'), to develop and deploy CellCube based Long Duration Energy Storage ("LDES") solutions in selected target sectors in Southern Africa. Under the agreement Kibo has been granted conditional exclusive rights, subject to successful Proof of Concepts ("PoC"), to the marketing, sales, configuration and delivery of CellCube's vanadium redox flow batteries ("VRFB") in the development of its LDES solutions in microgrid applications behind the meter. Appointment of Group Chief Financial Officer Kibo appointed Mr. Cobus van der Merwe as Group Chief Financial Officer with effect from the 1st of June 2022. Settlement of Outstanding Loan and Issue of Shares Kibo issued 56,118,047 new Kibo shares of ���0.001 each at a deemed issue price of ��0.0016 per share to Sanderson Capital Partners Limited in full and final settlement of ��89,788.88 of the total remaining outstanding amount owing pursuant to the forward payment facility signed between Sanderson Capital Partners Limited and the Company in December 2016. 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 Termoel��ctrica 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. 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 1/2021 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 2021 (��) 31 December 2020 (��) Loss for the period attributable to normal shareholders (21,996,968) (4,726,286) Adjustments: Loss on disposal of subsidiaries - 102,414 Profit on loss of control over of subsidiaries (529,415) - Profit on disposal of motor vehicle - (53,574) Impairment of goodwill 300,000 - Impairment of intangible assets 13,955,528 - Impairment of associates 6,449,681 - Headline loss for the period attributable to normal shareholders (1,821,174) (4,677,446) Headline loss per ordinary share (0.0007) (0.003) Weighted average number of shares in issue: 2,480,279,189 1,546,853,959 ENDS Johannesburg 27 June 2022 Corporate and Designated Adviser River Group This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com. RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy. END FR BKOBNPBKDFAB
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