Annual Report • Jun 29, 2023
Annual Report
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National Storage Mechanism | Additional information RNS Number : 2987E Kibo Energy PLC 29 June 2023 Kibo Energy PLC (Incorporated in Ireland) (Registration Number: 451931 (External registration number: 2011/007371/10) LEI code: 635400WTCRIZB6TVGZ23 Share code on the JSE Limited: KBO Share code on the AIM: KIBO ISIN: IE00B97C0C31 ("Kibo" or "the Company") Dated: 29 June 2023 Kibo Energy PLC ('Kibo' or the 'Company') Results for the Year Ended 31 December 2022 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 2022. The Company's Annual Report, which contains the full financial statements is in the process of being prepared for dispatch to shareholders. A copy of this Annual Report will also be available on the Company's website at https://kibo.energy/wp-content/uploads/Kibo-Annual-Report-2022-Final.pdf. 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 ��1,036,743 (2021: ��3,245); �� Operating loss ��10,570,952 (2021: ��24,071,363 loss); �� Loss after tax for the year ended December 2022 ��10,908,524 (2021: ��23,148,155 loss) includes: �� ��181,684 (2021: ��891,375) from the equity accounted results of Katoro Gold Plc ("Katoro"), which is separately funded; �� ��2,732,982 (2021: ��1,079,083) from the consolidated results of Mast Energy Developments Plc ("MED"), which is separately funded. �� ��7,038,930 (2021: ��20,705,209) impairment loss mainly on Mast Energy Developments plc (Bordersley), 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 2022 financial period; �� Administrative expenditure increased to ��2,579,028 in the year ended December 2022 (2021: ��2,325,750) �� Listing and capital raising fees increased from ��321,365 to ��363,368; �� Additional renewable energy and exploration project expenditure of ��847,567 (2021: ��687,963) incurred in 2022 by Kibo's subsidiaries being mainly MAST Energy Developments plc on Bordersley, Pyebridge and Rochdale and on Sustineri Energy (Pty) Ltd on renewable energy in South Africa; �� Cash outflows from company operating activities have increased to ��759,985 (2021: ��491,229 cash outflow); �� Group net debt position (cash less debt) is (��5,032,945) (2021: (��404,576) net debt); �� Company net debt position (cash less debt) is (��2,659,817) (2021: ��6,608 net cash); �� Basic and diluted loss per share of ��0.003 for December 2022 (2021: basic and diluted ��0.009); �� Headline loss per share of ��0.0009 for December 2022 (2021: headline loss per share of ��0.0007). Operational highlights in the 2022 year to date �� Solidified our position in sectors like Waste to Energy, Biofuel, Reserve Power, and Renewable Energy Generation Long Duration Battery Storage, focusing on Southern Africa and the UK. �� Proceeded with the joint venture 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. A 20-year conditional Power Purchase Agreement secured for initial 2.7 MW phase. �� Ongoing intention to divest from coal assets while retaining energy projects through innovative biofuel technology. Recent testing showed the superior potential of biomass (bio coal) compared to conventional coal in industrial boilers. �� Initiated a technical study to assess the feasibility of replacing fossil fuels with renewable biofuel. In this regard, Kibo has appointed an experienced international biomass and biofuel consultant to evaluate the economic and operational feasibility of implementing bio coal as a fuel replacement for utility-scale power projects. �� In discussions with the Tanzanian government for the Mbeya Power Project, aligning with the Tanzanian Power System Master Plan. A renewed MOU with TANESCO outlines the framework for finalizing power purchase and implementation agreements. �� Partnership with Enerox GmbH secures qualified exclusive rights to deploy VRFB Energy Storage Systems, advancing our commitment to sustainable energy. �� Entered into a share purchase agreement to acquire Shankley Biogas Limited, securing the rights to the Southport project-a 12 MW Waste to Energy initiative near Liverpool, UK. The project aims to generate bio-methane, power a 10 MW CHP plant, and a 2 MW battery storage facility. Post period highlights and Outlook �� Kibo appointed Beaumont Cornish to the Company as its Nominated Advisor (Nomad) on 11 January 2023 following the resignation of RFC Ambrian as Company Nomad on 9 December 2022. �� Kibo appointed Ajay Saldanha to the Board as a director of the Company on 11 January 2023. �� Kibo appointed Peter Oldacre as Kibo Group Business Development Executive on 10 March 2023. �� Kibo announced a potential new revenue stream on 17 January 2023 for its initial project within the IGES waste to energy joint venture, targeting the production of synthetic oil from non-recyclable plastic waste (in addition to the previously reported production of electricity from syngas), which promises significant added benefits. �� Kibo settled outstanding creditors by way of issuing 14,025,314 ordinary shares at 0.14 pence per share, of par value ���0.001 each (the "Settlement Shares") to a service provider in payment of an outstanding invoice for value of ��19,635.44. �� The Kibo 7% Convertible Loan Note Instrument was redeemed with the agreement of Noteholders for outstanding balances amounting to ��714,517 (principal and interest) as of 28 February 2023 on 11 April 2023 for Kibo shares to satisfy one of the conditions precedents to the re-profiling of the Kibo Facility Agreement signed on 10 April 2023 (refer below). �� Kibo announced a reprofiling of the Bridge Loan Facility Agreement signed with an Institutional Investor on 16 February 2022 and for which the maturity date was subsequently extended from its original date of 16 June 2022 to 28 April 2023. The Reprofiling Agreement saw ��1,113,980 of the outstanding balance on the existing bridge loan facility converted into a new 24-month term loan (the Reprofiling Agreement) following the completion of the conditions precedent under the Reprofiling Agreement which were satisfied on 25 April 2023 and announced on 26 April 2023. Kibo has also awarded 1,262,300,283 warrants to the Institutional under the agreed reprofiling terms of the Facility. �� Kibo repriced all unexercised and outstanding warrants in the Company to the amount of 1,128,024,625 such that they are exercisable at ��0.001 (0.1p). Pursuant to the warrant repricing, Kibo received warrant notices to exercise 284,524,625 Kibo warrants for which 284,524,625 ordinary Kibo shares of ���0.001 at a price of ��0.001 (0.1p) will be issued. �� Kibo announced on 2 May 2023 that recent verification testing on selected biomass types demonstrate that the selected biomass types not only match but significantly outperforms conventional coal in many specification categories used in industrial boilers. These verification results have shown more favourable outcomes in terms of specifications compared to previous tests. �� Kibo announced on 18 May 2023 that the potential to fuel its legacy coal power plant projects with biofuel is being advanced alongside renewed negotiations on a power purchase agreement with the Tanzanian Government in relation to the Mbeya Power Project. Furthermore, Kibo announced the establishment of a Joint Technical Committee with TANESCO to ensure the key milestones, as set out in the MOU, are met. �� Kibo's subsidiary, MAST Energy Developments plc (MED) announced on 18 May 2023 that it has recently concluded a Heads of Terms ('HoT') with regard to a new Joint Venture ('JV') agreement between MED and a new institutional investor-led consortium (the 'Institutional Investor'). Under the HoT, it is envisaged that the Institutional Investor will inject all required investment capital into the JV with an expected total investment value of c. ��33.6m, with no funding contribution required from MED. �� 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 James Biddle Roland Cornish +44 207 628 3396 Beaumont Cornish Limited Nominated Adviser Zainab Slemang van Rijmenant [email protected] Lifa Communications Investor and Media Relations Consultant 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 for the 2022 FY reporting period and to present our full-year audited accounts for 2022. Kibo, still a relatively newcomer to the sustainable clean and renewable energy sector, has made significant progress in waste-to-energy, biofuel, reserve power, and battery storage projects. Despite significant market challenges, Kibo remains resilient, focused and committed to its goals. The Company has successfully transitioned into a clean / renewable energy company and has acquired a strong project portfolio in the UK and Southern Africa. To provide context, I will offer a concise summary of the year's activities outlined in more detail elsewhere in this annual report: �� Joint venture with IGES converts un-recyclable plastic into syngas, secures power purchase agreement for waste-to-energy facility; �� Kibo acquires Shankley Biogas Limited and invests in Mast Energy Developments PLC for waste-to-energy and reserve energy projects; �� Initiates work program to establish the viability of substituting coal with biofuel in thermal power plants and renews MoU with Tanzanian Government for the Mbeya Power Project; �� Entered Long Duration Energy Storage sector through strategic agreement with Enerox GmbH and establishes joint venture with National Broadband Solution (Pty) Ltd; and �� New appointments made to the board, retirements of long-serving directors. Kibo is pioneering the energy landscape in its approach to the Company's strategic shift towards sustainable and renewable assets. Through groundbreaking ventures and partnerships, we are driving advancements in waste-to-energy, biofuel, reserve power, and long-duration battery storage. With a forward - looking focus on innovation to address the challenges in maintaining stable base load generation while transitioning to sustainable renewable energy generation solutions, Kibo is contributing to a productive, greener and brighter future. In terms of International Financial Reporting Standards (IFRS), intangible assets with an indefinite life must be tested for impairment on an annual basis. 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 ��5,504,216 (2021: ��20,088,240) related to its coal assets. The result for the reporting period amounted to a loss of ��10,908,524 for the year ended 31 December 2022 (31 December 2021: ��23,148,155) as detailed further in the Statement of Profit or Loss and Other Comprehensive Income, and further details on financial activities are detailed elsewhere in the Annual Report. The loss is primarily due to the impairment of non-current assets, referred to above. In closing, I would like to acknowledge the support of our shareholders and all stakeholders as we continue with advancing our new project portfolio. I would like to thank our Board, as well as management and staff, for their continued support and commitment in advancing Kibo. REVIEW OF ACTIVITIES Introduction During 2022, the Group demonstrated its firm commitment to transition the Group into a sustainable renewable energy company, despite challenging conditions. We solidified our position in sectors like Waste to Energy, Biofuel, Reserve Power, and Renewable Energy Generation Long Duration Battery Storage. Focusing on Southern Africa and the UK, our achievements have been significant. Operations Sustineri Energy Joint Venture - Waste-to-Energy Project (South Africa) Kibo and Industrial Green Energy Solutions (IGES) have formed Sustineri Energy (Pty) Ltd, aiming to generate over 50 MW of electricity in South Africa through waste-to-energy projects. Pyrolysis technology will convert non-recyclable plastics into syngas. �� Kibo provides ��560,000 financial support, including an equity loan. �� First phase: phased construction of c. 8 MW Waste to Energy facility in Gauteng. �� 20-year conditional Power Purchase Agreement secured for initial 2.7 MW phase. �� JV explores synthetic oil production for additional revenue and profitability from the original project design. Viability assessments are being conducted; a feasibility optimisation study is underway for oil integration into original design. �� Kibo identifies additional waste-to-energy opportunities in pursuit of c. 50 MW capacity. �� Lesedi Nuclear Services selected as strategic partner for EPC and O&M. Southport - Waste-to-Energy Project (UK) Kibo has entered into a share purchase agreement to acquire Shankley Biogas Limited, securing the rights to the Southport project-a 12 MW Waste to Energy initiative near Liverpool, UK. The project aims to generate bio-methane, power a 10 MW CHP plant, and a 2 MW battery storage facility. Shankley Biogas Limited has secured a favourable conditional Power Purchase Agreement (PPA) and Gas Purchase Agreement (GPA) with a reputable buyer. The project has received full planning permission and has established grid and gas connection points. Financial estimates demonstrate promising returns and value for the project. With reference to the qualified audit opinion on the Company's investment in Shankley Biogas Limited, Kibo was unable to provide the auditor with sufficient appropriate audit evidence about the carrying values of the investment in Shankley and its associated assets and liabilities, as included in the Group and Company Balance Sheet as at 31 December 2022. This is because of a dispute with the vendor due to the vendor's inability to provide sufficient and reliable financial information for Shankley Biogas Limited, despite numerous requests in this regard, and the Company being unable to agree an option to lease agreement in respect of the site with the vendor. The Company is currently engaged in constructive negotiations to reach an amicable resolve for the ongoing dispute and is confident that this will be settled soon. Legacy Coal Projects - Tanzania, Botswana and Mozambique and Biofuel Initiative Kibo is actively pursuing sustainable fuel sources for its energy projects in Tanzania, Botswana, and Mozambique. �� Kibo aims to divest from coal assets while retaining energy projects through innovative biofuel technology. Recent testing showed the superior potential of biomass (bio coal) compared to conventional coal in industrial boilers. �� The company has initiated a technical study to assess the feasibility of replacing fossil fuels with renewable biofuel. In this regard, Kibo has appointed an experienced international biomass and biofuel consultant to evaluate the economic and operational feasibility of implementing bio coal as a fuel replacement for utility-scale power projects. �� Kibo is in discussions with the Tanzanian government for the Mbeya Power Project, aligning with the Tanzanian Power System Master Plan. A renewed MOU with TANESCO outlines the framework for finalizing power purchase and implementation agreements. Long Duration Energy Storage Kibo's CellCube Vanadium Redox Flow Battery Energy Storage Systems (VRFB BESS) strengthens the Company's Southern Africa project development with durable, long-duration energy storage for renewables, addressing key aspects such as load shedding and grid stability. �� The partnership with Enerox GmbH secures qualified exclusive rights to deploy VRFB Energy Storage Systems, advancing our commitment to sustainable energy. �� Kibo's role as a project developer includes the prospective manufacturing specific CellCube BESS, driving our clean energy solutions. Investments Mast Energy Developments PLC ("MED") Since its IPO in April 2021, MAST Energy Developers (MED), in which Kibo holds a 57.86% investment has been steadily advancing towards its goal of establishing a portfolio of flexible power sites in the UK, aiming for a capacity of up to 300 MW. MED's recent addition of the Hindlip Lane and Stather Road projects, alongside existing gas peaker plants, brings them closer to this target. The company's announcement of a heads of terms for a Joint Venture Agreement, with a significant investor providing an investment of c. ��33.6 million, positions MED to accelerate project acquisition and achieve their capacity goal within the next two years. 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 During 2022, Kibo's 20.88% investment in Katoro Gold PLC yielded progressive results in their projects in Tanzania and South Africa. While the planned listing and IPO for the Blyvoor gold tailings joint venture was delayed, Katoro is actively seeking funding options for its development. In Tanzania, Katoro made progress with drilling phases in the Haneti Nickel-PGM Project and reestablished a joint venture interest in the Imweru Gold Project, restructuring the transaction with Lake Victoria Gold for the asset's development. Further information on the Katoro projects and the latest updates can be found on its website at www.katorogold.com. Corporate In 2022, Kibo underwent financial and organizational changes, issuing shares to settle invoices, fees, and debts. �� Share Issuance: Kibo issued 108,540,021 new ordinary shares at various prices to settle invoices, implementation fees, and outstanding debts. �� Director and Management Changes: In a series of key transitions, Christian Schaffalitzky and Chris Schutte retired, and Andreas Lianos resigned from their director positions. Ajay Saldanha joined the Board in early 2023, while Pieter Kr��gel took on the role of CEO at Mast Energy Developments PLC. Cobus van der Merwe assumed the position of Kibo Group CFO, and Peter Oldacre was appointed as the Group Business Development Executive. Shard Capital Partners LLP became a joint broker alongside Hybridan LLP, and Beaumont Cornish took over as the new Nomad. These changes aimed to fortify internal management capacity and support strategic growth. Despite Kibo's proven ability to secure ongoing funding, unexpected and uncontrollable obstacles during Q4 2022 disrupted its annual funding plans, causing a loss of time and moreover, business continuity. �� The Company faced an initial setback with the unexpected resignation of the previous NOMAD, resulting in a mandatory suspension from AIM and a pause in closing planned funding initiatives. �� Additionally, major shareholders faced voting challenges arising from a technical problem within the Euroclear system preventing them from voting from outside the EU jurisdiction during critically important extraordinary general meetings. �� Despite the correction of, and recovery after the NOMAD and Euroclear issues and the subsequent resumption of funding plans, this created severe delays in securing funding, resulting in extensive operational disruption and progressive execution. Nevertheless, the situation was contained, and the company is back on track. Kibo remains confident in its ability to adequately address its short and medium terms funding requirements through various strategic partnerships and creative funding solutions. Recent success in this regard is demonstrated by the various initiatives set out below: �� Convertible Loan Note Redeemable Instrument (CLN): In January 2022, a CLN was issued to settle debts. The maturity date was extended multiple times, with a final date set for April 28, 2023. Noteholders converted ��714,517 worth of Notes into 510,369,286 Kibo shares. �� Bridge Loan Facility: In February 2022, Kibo secured a bridge loan facility of ��1 million with an institutional investor. The loan carried a fixed coupon interest rate of 3.5% and was originally due for repayment in June 2022. To settle a facility implementation fee of ��70,000, shares were issued. The repayment date was extended to April 2023, and the investor gained the right to trade Mast Energy Developments PLC shares worth up to ��250,000, offsetting the outstanding amount. �� Reprofiling Agreement: Kibo implemented a Reprofiling Agreement on April 11, 2023, converting ��1,113,980 of the bridge loan facility into a 24-month term loan. Additionally, Convertible Loan Notes were converted to shares, warrants were repriced and exercised, and new warrants were awarded. The agreement took effect on April 25, 2023, with the issuance of new warrants and shares. CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME All figures are stated in Sterling 31 December 2022 31 December 2021 Audited Audited Notes �� �� Revenue 2 1,036,743 3,245 Cost of sales (778,802) (34,321) Gross profit/(loss) 257,941 (31,076) Administrative expenses (2,579,028) (2,325,750) Impairment of non-current assets 11, 12 & 14 (7,038,930) (20,705,209) Listing and capital raising fees (363,368) (321,365) Project and exploration expenditure (847,567) (687,963) Operating loss (10,570,952) (24,071,363) Investment and other income 3 93,866 1,017,937 Share of loss from associate (181,684) (48,357) Finance costs 4 (249,754) (46,372) Loss before tax 5 (10,908,524) (23,148,155) Taxation 8 - - Loss for the period (10,908,524) (23,148,155) Other comprehensive loss: Items that may be classified subsequently to profit or loss: Exchange differences on translation of foreign operations 372,191 (212,919) Exchange differences reclassified on disposal of foreign operation - 345,217 Other Comprehensive loss for the period net of tax 372,191 132,298 Total comprehensive loss for the period (10,536,333) (23,015,857) Loss for the period (10,908,524) (23,148,155) Attributable to the owners of the parent (9,776,917) (21,996,968) Attributable to the non-controlling interest (1,131,607) (1,151,187) Total comprehensive loss for the period (10,536,333) (23,015,857) Attributable to the owners of the parent (9,404,726) (21,864,515) Attributable to the non-controlling interest (1,131,607) (1,151,342) Loss Per Share Basic loss per share 9 (0.003) (0.009) Diluted loss per share 9 (0.003) (0.009) CONSOLIDATED STATEMENT OF FINANCIAL POSITION All figures are stated in Sterling 31 December 2022 31 December 2021 Audited Audited Notes �� �� Assets Non���current assets Property, plant and equipment 10 3,493,998 2,899,759 Intangible assets 11 2,691,893 4,964,550 Investments in associates 12 100,945 4,092,403 Total non-current assets 6,286,836 11,956,712 Current assets Other receivables 15 227,223 255,747 Cash and cash equivalents 16 163,884 2,082,906 Total current assets 391,107 2,338,653 Total assets 6,677,943 14,295,365 Equity and liabilities Equity Called up share capital 17 21,140,481 21,042,444 Share premium account 17 45,516,081 45,429,328 Share based payments reserve 19 73,469 466,868 Translation reserves 20 (93,993) (466,184) Retained deficit (66,319,142) (56,627,389) Attributable to equity holders of the parent 316,896 9,845,067 Non-controlling interest 21 1,164,218 1,962,816 Total equity 1,481,114 11,807,883 Liabilities Non-current liabilities Lease liability 10 346,674 289,045 Other financial liabilities 23 243,056 - Total non-current liabilities 589,730 289,045 Current liabilities Lease liability 10 3,980 2,473 Trade and other payables 22 2,395,090 1,116,273 Borrowings 23 1,195,239 1,079,691 Other financial liabilities 23 1,012,790 - Total current liabilities 4,607,099 2,198,437 Total liabilities 5,196,829 2,487,482 Total equity and liabilities 6,677,943 14,295,365 COMPANY STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME All figures are stated in Sterling 31 December 2022 31 December 2021 Audited Audited Notes �� �� Revenue - - Administrative expenses (804,820) (315,666) Listing and capital raising fees (230,920) (39,583) Impairment of subsidiary investments (12,333,224) (29,379,842) Fair value adjustment (427,819) (1,635,881) Operating loss (13,796,783) (31,370,972) Other income 3 16,266 135,709 Finance costs 4 (151,375) - Loss before tax 5 (13,931,892) (31,235,263) Taxation - - Loss for the period (13,931,892) (31,235,263) 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 2022 31 December 2021 Audited Audited Notes �� �� Non���current Assets Investments 24 5,688,607 16,762,761 Property, plant and equipment 10 1,265 Total non-current assets 5,689,872 16,762,761 Current assets Other receivables 15 90,720 73,734 Cash and cash equivalents 16 19,442 239,674 Total current assets 110,162 313,408 Total assets 5,800,034 17,076,169 Equity and liabilities Equity Called up share capital 17 21,140,481 21,042,444 Share premium account 17 45,516,081 45,429,328 Share based payment reserve 19 73,469 466,868 Retained deficit (63,609,256) (50,095,537) Total equity 3,120,775 16,843,103 Liabilities Current liabilities Trade and other payables 22 826,035 114,062 Borrowings 23 1,195,239 119,004 Other financial liabilities 23 657,985 - Total current liabilities 2,679,259 233,066 Total liabilities 2,679,259 233,066 Total equity and liabilities 5,800,034 17,076,169 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 2021 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 subsidiary - - - - - 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 without loss of control - - (897,163) 18,329 345,217 878,833 (138,045) 207,171 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 Loss for the year - - - - - (9,776,917) (1,131,607) (10,908,524) Other comprehensive income - exchange differences - - - - 372,191 - - 372,191 Change in shareholding without loss of control (333,009) 333,009 - Shares issued 98,037 86,753 - - - - 184,790 Warrants issued by Kibo Energy PLC during the year - - 24,774 - - - - 24,774 Warrants issued by Kibo Energy PLC which expired during the year - - (418,173) - - 418,173 - - Balance as at 31 December 2022 21,140,481 45,516,081 73,469 - (93,993) (66,319,142) 1,164,218 1,481,114 Notes 17 17 19 18 20 21 COMPANY STATEMENT OF FINANCIAL POSITION Share capital Share premium Share based payment reserve Retained deficit Total equity All figures are stated in Sterling �� �� �� �� �� Balance as at 1 January 2021 20,411,493 44,312,371 977,575 (19,419,674) 46,281,765 Profit the year - - - (31,235,263) (31,235,263) Shares issued 630,951 1,116,957 - - 1,747,908 Shares issued to pay deferred vendor liability - - 48,693 - 48,693 - - (559,400) 559,400 - Balance as at 31 December 2021 21,042,444 45,429,328 466,868 (50,095,537) 16,843,103 Loss for the year - - - (13,931,892) (13,931,892) Shares issued 98,037 86,753 - - 184,790 Warrants issued by Kibo Energy PLC during the year - - 24,774 - 24,774 Warrants issued by Kibo Energy PLC which expired during the year - - (418,173) 418,173 - Balance as at 31 December 2022 21,140,481 45,516,081 73,469 (63,609,256) 3,120,775 Notes 17 17 19 CONSOLIDATED STATEMENT OF CASH FLOWS All figures are stated in Sterling 31 December 2022 31 December 2021 Audited Audited Notes �� �� Cash flows from operating activities Loss for the period before taxation (10,908,524) (23,148,155) Adjustments for: (Profit)/Loss from the disposal of subsidiary - (529,415) Interest accrued 248,202 46,357 Debt forgiven 3 - (355,659) Warrants and options issued 24,774 194,945 Impairment of goodwill 14 - 300,000 Impairment of intangible assets 11 3,229,155 13,955,528 Impairment of associates 12 3,809,775 6,449,681 Loss from equity accounted associate 181,684 48,357 Exploration and development expenditure on a Joint Operation - 91,179 Impairment of financial asset receivable - 43,722 Depreciation on property, plant and equipment 10 66,582 10,635 Profit on sale of property, plant and equipment (7,264) - Gains on revaluations of derivatives (86,558) - Costs settled through the issue of shares 95,001 - Directors' fees settled with credit loan notes 44,591 - Other non-cashflow items 133 - (3,302,449) (2,892,825) Movement in working capital Decrease / (Increase) in debtors 15 28,524 (145,525) Increase / (Decrease) in creditors 22 678,817 (240,958) 707,341 (386,483) Net cash outflows from operating activities (2,595,108) (3,279,308) Cash flows from financing activities Proceeds of issue of share capital - 1,527,576 Proceeds from disposal of shares to non-controlling interest - 6,099,500 Repayment of lease liabilities (27,000) (27,000) Repayment of borrowings (44,917) (195,282) Proceeds from borrowings 2,322,824 38,975 Net cash proceeds from financing activities 2,250,907 7,443,769 Cash flows from investing activities Cash received from /(advanced) to Joint Venture 20,955 (91,179) Property, plant and equipment acquired (excluding right of use assets) (1,020,747) (1,654,239) Intangible assets acquired (342,038) (150,273) Cash forfeited on disposal of subsidiary - (272,075) Deferred payment settlement (555,535) - Net cash flows from investing activities (1,897,365) (2,167,766) Net (decrease) / increase in cash (2,241,566) 1,996,695 Cash at beginning of period 2,082,906 256,760 Exchange movement 322,544 (170,549) Cash at end of the period 16 163,884 2,082,906 COMPANY STATEMENT OF CASH FLOWS All figures are stated in Sterling 31 December 2022 31 December 2021 Audited Audited Notes �� �� Cash flows from operating activities (Loss) for the period before taxation Adjusted for: (13,931,892) (31,235,263) Inter-company sales capitalised - (61,000) Fair value adjustment 406,863 1,635,881 Warrants and options issued 24,774 48,693 Interest accrued 151,377 - Non-cash recoveries of expenses - (114,253) Impairment of investment in subsidiaries 12,354,180 29,379,842 Expenses settled in shares 95,001 - Directors' fees settled with credit loan notes 44,591 - Other non-cash items 134 - (854,972) (346,100) Movement in working capital (Increase) / Decrease in debtors 15 (16,986) (40,314) Increase / (Decrease) in creditors 22 111,973 (104,815) 94,987 (145,129) Net cash outflows from operating activities (759,985) (491,229) Cash flows from financing activities Proceeds of issue of share capital 17 - 1,497,176 Proceeds from borrowings 23 1,672,824 - Repayment of borrowings (44,917) (50,007) Net cash proceeds from financing activities 1,627,907 1,447,169 Cash flows from investing activities Cash advances to Group Companies (1,086,889) (858,054) Purchase of Property, Plant and Equipment 10 (1,265) - Net cash used in investing activities (1,088,154) (858,054) Net (decrease)/increase in cash (220,232) 97,886 Cash at beginning of period 239,674 141,788 Cash at end of the period 16 19,442 239,674 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: 2022 Group Bordersley Power Mabasekwa Coal to Power Mbeya Coal Pyebridge Power Rochdale Power Sustineri Energy Corporate 31 December 2022 (��) Group Revenue - - - 1,036,743 - - - 1,036,743 Cost of sales - - - (778,802) - - - (778,802) Administrative and other cost (46,064) (7,065) (7,186) (52,809) (10,763) (1,766) (2,453,375) (2,579,028) Impairments and fair value adjustments (1,288,578) (3,563,639) (1,940,577) - - - (246,136) (7,038,930) Listing and Capital raising fees - - - - - - (363,368) (363,368) Project and exploration expenditure (222,296) - - (255,601) (104,090) (108,912) (156,668) (847,567) Share in loss of associate - - - - - - (181,684) (181,684) Investment and other income - - - - - 10 93,856 93,866 Finance costs (24,537) - - - - - (225,217) (249,754) Loss before tax (1,581,475) (3,570,704) (1,947,763) (50,469) (114,853) (110,668) (3,532,592) (10,908,524) 2021 Group Benga Power J. V Blyvoor Joint Venture Bordersley Power Haneti Lake Victoria Gold Mabesekwa Coal to Power Mbeya Coal to Power Pyebridge Power Rochdale Power 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) (16,799) (332,550) (82,504) (141,098) (13,944) (43,967) (13,448) (4,641) (1,097) (1,649,020) (2,325,750) Impairments and fair value adjustments - - (300,000) - - (6,132,711) (13,955,528) - - - (316,970) (20,705,209) Listing and Capital raising fees - - - - - - - - - - (321,365) (321,365) Project and exploration expenditure (74,337) (126,173) (24,878) (119,101) - - (100,165) (44,004) (11,265) (94,207) (93,833) (687,963) Investment and other income 787 5,134 355,659 - 16,505 - 48,298 - - - 591,554 1,017,937 Loss before tax (100,232) (137,838) (301,769) (201,605) (124,593) (6,146,655) (14,051,362) (88,528) (15,906) (95,304) (1,884,363) (23,148,155) 2022 Group Bordersley Power Mabasekwa Coal to Power MbeyaCoal to Power Pyebridge Power Rochdale Power Sustineri Energy Corporate 31 December 2022 (��) Group Assets Segment assets 1,733,554 235 - 2,082,352 262,043 293,160 2,306,599 6,677,943 Liabilities Segment liabilities 296,984 7,270 2,320 133,650 6,897 48,491 4,701,217 5,196,829 2021 Group Benga Power J. V Bordersley Power Mabesekwa Coal to Power Mbeya Coal to Power Pyebridge Power Rochdale Power Sustineri Energy Corporate 31 December 2021 (��) Group Assets Segment assets 14,219 3,085,261 3,405,354 1,944,925 2,491,666 261,454 278,985 2,813,501 14,295,365 Liabilities Segment liabilities 10,065 394,588 5,577 52,379 70,847 5,570 18,976 1,929,480 2,487,482 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 2022 (��) Carrying value of segmented assets - - 218,735 293,160 5,564,783 601,265 6,677,943 Revenue - - - - 1,036,743 - 1,036,743 Loss before tax (1,947,763) (3,563,639) (1,517,557) (110,843) (2,732,982) (1,035,740) (10,908,524) 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 Revenue - - - - 3,245 - 3,245 Profit/ Loss after tax (14,211,842) (6,143,283) (1,008,539) (218,316) (1,827,534) 261,359 (23,148,155) All revenue generated was from the United Kingdom geographical area with the only customer being Statkraft Markets GMBH. 2. Revenue 31 December 2022 (��) Group 31 December 2021 (��) Group Electricity sales 1,036,743 3,245 1,036,743 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. Investment and other Income 31 December 2022 (��) Group 31 December 2021 (��) Group 31 December 2022 (��) Company 31 December 2021 (��) Company Debt forgiven - 355,659 - - Interest received 44 - 34 - Gain on revaluation of derivative liabilities 86,558 - - - Profit on the loss of control over subsidiary - 529,415 - - Profit on sale of plant and equipment 7,264 - - - Recoveries - - 16,232 61,000 Other income - 132,863 - 74,709 93,866 1,017,937 16,266 135,709 During the financial year the Group recorded other income resulting from the revaluation of derivative liabilities. These liabilities were recognised as part of convertible loan notes entered into during the financial year. The derivative liability was fair valued at year end and resulted in a gain for the financial year. 4. Finance costs 31 December 2022 (��) Group 31 December 2021 (��) Group 31 December 2022 (��) Company 31 December 2021 (��) Company Interest paid to finance houses 223,623 21,647 151,375 - Interest from leases (refer note 10) 26,131 24,725 - - 249,754 46,372 151,375 - 5. Loss on ordinary activities before taxation Operating loss is stated after the following key transactions: 31 December 2022 (��) Group 31 December 2021 (��) Group 31 December 2022 (��) Company 31 December 2021 (��) Company Depreciation of property, plant and equipment 66,582 10,635 - - Impairment of other financial assets - receivable from Lake Victoria Gold - 16,240 - - Group auditors' remuneration for audit of financial statements 58,425 45,000 58,425 - Subsidiaries auditors' remuneration for audit of the financial statements 172,767 155,094 - - Impairment of goodwill - 300,000 - - Impairment of intangible assets 3,229,155 13,955,528 - - Impairment of associates 3,809,774 6,449,682 - - Impairment of subsidiary investments - - 12,354,180 29,379,842 Fair value adjustments - - 406,863 1,635,881 Gains on revaluations of derivatives (86,558) - - - Profit on sale of assets (7,264) - - - 6. Staff costs (including Directors) Group 31 December 2022 (��) Group 31 December 2021 (��) Company 31 December 2022 (��) Company 31 December 2021 (��) Wages and salaries 949,355 898,145 28,297 27,415 Share based remuneration - 146,250 - 949,355 1,044,395 28,297 27,415 The average monthly number of employees (including executive Directors) during the period was as follows: Group 31 December 2022 Group 31 December 2021 Company 31 December 2022 Company 31 December 2021 Exploration and development activities 10 10 1 1 Administration 7 7 1 1 17 17 2 2 7. Directors' emoluments Group 31 December 2022 (��) Group 31 December 2021 (��) Company 31 December 2022 (��) Company 31 December 2021 (��) Basic salary and fees accrued 374,308 397,262 24,366 27,415 Share based payments - - - - 374,308 397,262 24,366 27,415 The emoluments of the Chairman were �� 55,950 (2021: �� 47,578). The emoluments of the highest paid director were ��164,726 (2021: ��129,347). Directors received shares in the value of ��Nil during the year (2021: ��Nil) and warrants to the value of ��Nil (2021: ��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 2022 Salary and fees accrued �� Salary and fees settled in shares �� Warrants issued �� Total �� Christian Schaffalitzky 16,990 - - 16,990 Louis Coetzee 164,726 - - 164,726 Noel O'Keeffe 38,135 - - 38,135 Andreas Lianos 31,274 - - 31,274 Christiaan Schutte 123,183 - - 123,183 Total 374,308 - - 374,308 31 December 2021 Salary and fees accrued �� Salary and fees settled in shares �� Warrants issued �� Total �� Christian Schaffalitzky 20,578 - - 20,578 Louis Coetzee 165,347 - - 165,347 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 397,262 - - 397,262 As at 31 December 2022, an amount of ��174,482 (2021: ��443,336) was due and payable to Directors for services rendered not yet settled. 8. Taxation Current tax 31 December 2022 (��) 31 December 2021 (��) 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: 2022 (��) 2021 (��) Loss on ordinary activities before tax (10,908,524) (23,148,155) Income tax expense calculated at blended rate of 13.18% (2021: 18.86%) (1,437,917) (4,365,742) Income which is not taxable (4,615) (100,589) Expenses which are not deductible 913,814 3,959,520 Losses available for carry forward 528,718 506,811 Income tax expense recognised in the Statement of Profit or Loss - - The effective tax rate used for the December 2022 and December 2021 reconciliations above is the corporate rate of 14.15% and 18.86% payable by corporate entities on taxable profits under tax law in that jurisdiction respectively. The tax jurisdictions in which the Group operates are Cyprus, Ireland, South Africa, Tanzania and the United Kingdom. No provision has been made for the 2022 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 ��41,896,825 (2021: ��38,201,734) available for potential offset against future profits which equates to an estimated potential deferred tax asset of ��5,779,065 (2021: ��5,076,208). No deferred tax asset has been recognised due to the unpredictability of the future profit streams. Losses may be carried forward indefinitely in accordance with the applicable taxation regulations ruling within each of the above jurisdictions. 9. Loss per share Basic loss per share The basic loss and weighted average number of ordinary shares used for calculation purposes comprise the following: Basic Loss per share 31 December 2022(��) 31 December 2021 (��) Loss for the period attributable to equity holders of the parent (9,776,917) (21,996,968) Weighted average number of ordinary shares for the purposes of basic loss per share 3,010,992,501 2,480,279,189 Basic loss per ordinary share (GBP) (0.003) (0.009) As there are no instruments in issue which have a dilutive impact, the dilutive loss per share is equal to the basic loss per share, and thus not disclosed separately. 10. Property, plant and equipment GROUP Land Furniture and Fittings Motor Vehicles Office Equipment I.T Equipment Plant & Machinery Right of use assets Total Cost (��) (��) (��) (��) (��) (��) (��) (��) Opening Cost as at 1 January 2021 - 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 Disposals - (2,465) - (3,383) (3,193) (5,642) - (14,683) Additions - - - - 6,031 75,061 62,090 143,182 Assets under development - - - - - 939,664 - 939,664 Derecognition as a result of waiver - - - - - (421,041) - (421,041) Exchange movement - - - - - 2,695 - 2,695 Closing Cost as at 31 December 2022 602,500 - 16,323 1,559 8,228 2,610,849 355,883 3,595,342 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 2021 - (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) Disposals - 2,465 - 3,383 3,193 1,974 - 11,015 Depreciation - (1,385) (52,632) (12,565) (66,582) Exchange movements - - - - - (11) - (11) Acc Depr as at 31 December 2022 - - (16,323) (1,024) (2,266) (59,373) (22,358) (101,344) 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 2021 602,500 - - 535 1,316 2,011,408 284,000 2,899,759 Carrying value as at 31 December 2022 602,500 - - 535 5,962 2,551,476 333,525 3,493,998 COMPANY Land Furniture and Fittings Motor Vehicles Office Equipment I.T Equipment Plant & Machinery Right of use assets Total Cost (��) (��) (��) (��) (��) (��) (��) (��) Opening Cost as at 1 January 2021 - - - - - - - - Closing Cost as at 31 December 2021 - - - - - - - - Additions - - - - 1,265 - - 1,265 Closing Cost as at 31 December 2022 - - - - 1,265 - - 1,265 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 2021 - - - - - - - - Acc Depr as at 31 December 2021 - - - - - - - - Acc Depr as at 31 December 2022 - - - - - - - - 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 2021 - - - - - - - - Carrying value as at 31 December 2022 - - - - 1,265 - - 1,265 Right of use asset The Group has one lease contract for land it shall utilise to construct a 5MW gas-fuelled power generation plant. The land is located at Bordesley, Liverpool St. Birmingham. The land has a lease term of 20 years, with an option to extend for 10 years which the Group has opted to include due to the highly likely nature of extension as at the time of the original assessment. The Group's obligations under its leases are secured by the lessor's title to the leased assets. The Group's incremental borrowing rate ranges between 8.44% and 10.38%. The Group has valued its property, plant and equipment in line with its directors' estimation of the Value in Use for those assets. Kindly refer to note 11 for the key variables used in the estimation of the value thereof. Right of use asset 31 December 2022 (��) Group 31 December 2021 (��) Group Set out below are the carrying amounts of right-of-use assets recognised and the movements during the period: Opening balance 284,000 - Additions 62,090 293,793 Depreciation (12,565) (9,793) Closing balance 333,525 284,000 Lease liability Set out below are the carrying amounts of lease liabilities and the movements during the period: Opening balance 291,518 - Additions 60,005 293,793 Interest 26,131 24,725 Repayment (27,000) (27,000) Closing balance 350,654 291,518 Spilt of lease liability between current and non-current portions: Non-current 346,674 289,045 Current 3,980 2,473 Total 350,654 291,518 Future minimum lease payments fall due as follows - within 1 year 33,960 27,000 - later than 1 year but within 5 years 135,840 108,000 - later than 5 years 756,720 648,000 Subtotal 926,520 783,000 - Unearned future finance charges (575,866) (491,482) Closing balance 350,654 291,518 A 100bp change in the Incremental Borrowing Rate ("IBR"), would result in a ��29,603 change in the Right of Use Asset, and corresponding Lease Liability on inception date. 11. Intangible assets Intangible assets consist of separately identifiable prospecting, exploration and renewable energy assets in the form of licences, intellectual property or rights acquired either through business combinations or through separate asset acquisitions. The following reconciliation serves to summarise the composition of intangible assets as at period end: ADV001 Hindlip Lane (��) ARL018 Stather Road (��) Bordersley Power (��) Mbeya Coal to Power Project (��) Rochdale Power (��) Shankley Biogas (��) Sustineri Energy (��) Total (��) Carrying value at 1 January 2021 - - 2,595,000 15,896,105 - - - 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 1 January 2022 - - 2,595,000 1,940,577 150,273 - 278,700 4,964,550 Impairments - - (1,288,578) (1,940,577) - - - (3,229,155) Acquisition of ARL018 Stather Road - 91,482 - - - - - 91,482 Acquisition of ADV001 Hindlip Lane 247,506 - - - - - - 247,506 Acquisition of Shankley Biogas Ltd - - - - - 603,050 - 603,050 Exchange movements - - - - - - 14,460 14,460 Carrying value at 31 December 2022 247,506 91,482 1,306,422 - 150,273 603,050 293,160 2,691,893 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 commences, 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, 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 the Group should test an intangible asset for impairment: ��� the period for which the Group 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 above mentioned 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 and inviting the Group 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 Status of the Term Sheet The initial Term Sheet signed with interested parties for the Mbeya Coal Ltd Mining Licenses is no longer valid. After conducting due diligence, the interested parties discovered several factors that contribute to the reduced commercial attractiveness and feasibility of the project. These factors include the low quality of the coal and the significant challenges posed by its grade and associated market related price, as well as the remote location of the mining site (1000 km from Dar es Salaam or 600 km from Mtwara). The absence of bulk coal handling facilities at nearby ports and the high indicative transportation costs further undermines the project's viability. Without a nearby off-taker, it is no longer feasible to design, construct, and operate a mid-sized coal mine on the indicative Mbeya mining site. The project's original intention was to exclusively supply coal to the mine-mouth power station. However, Mbeya Power Ltd, the sister company of MCPP (Mbeya Coal Power Project), has made the decision to align with its parent company, Kibo Energy PLC, and not pursue coal-fired steam power. As a result, there is no longer a need to supply coal exclusively to the power station. In conclusion, the abandonment of coal-fired steam power by Mbeya Power Ltd, along with the low-quality coal, remote location, lack of infrastructure, high transportation costs, and unattractive coal price, has rendered the Mbeya Coal Ltd Mining Licenses commercially unviable and infeasible. Status of the Mining Licenses (Mining Licences Numbers ML 655-ML 661) Mbeya Coal Ltd is a Tanzanian registered mining and exploration company that was actively involved in the development of a 300MW integrated coal-to-power project, aligned with the Tanzania Power System Master Plan. As part of the Mbeya Coal to Power Project (MCPP), Mbeya Coal Ltd holds a portfolio of Coal Prospecting Licences that led to the application and granting of the seven above mentioned Mining Licenses. The coal mine intended for this project serves as the sole fuel source for the 300MW power plant. Kibo Energy PLC, in collaboration with TANESCO, has made a USD 20 million investment in the development of the MCPP project. Throughout the exploration and mining license application process, the Mining Commission was duly informed that this project was an integrated coal-to-power initiative, and that the commencement of mine development was contingent upon signing relevant power agreements with TANESCO and the Government of Tanzania. This understanding was officially acknowledged on multiple occasions. The Mining Commission granted the aforementioned mining licenses on March 2, 2022, subject to the payment of annual rent fees. However, the investor expressed reluctance to pay the annual rent until a new Memorandum of Understanding (MoU) with TANESCO was signed to avoid incurring unnecessary expenses amounting to approximately USD 210,000 annually. The Mining Commission was notified of this situation, and they agreed to extend the payment deadlines pending discussions and the eventual signing of a definitive MoU with TANESCO. On September 20, Mbeya Coal reported positive progress in discussions with TANESCO and indicated that the signing of the MoU was imminent. They requested another extension for the payment deadline until the MoU was either signed or denied. On December 12, Mbeya Coal Ltd informed the Mining Commission that the MoU with TANESCO had been signed on November 15, 2022. However, no responses were received in relation to these official requests. Subsequently, Mbeya Coal discovered that the status of the Mining License in question had been changed online and replaced with a foreign Prospecting License. Concerned about this development, Mbeya Coal made an urgent inquiry, leading to the receipt of a letter from the Mining Commission dated December 28, 2022, stating that the Mining Licenses had been cancelled due to Mbeya Coal's alleged failure to respond to a Default Notice issued on August 3, 2022. Mbeya Coal promptly disputed the unilateral and unfair cancellation, asserting that the Mining Commission had disregarded their various requests for extensions and highlighting irregularities and potential illegality in the commission's procedures. The matter was pursued vigorously with the Minerals Department and Mining Commission and eventually escalated to the office of the Prime Minister of Tanzania. (The latter was acknowledged by the PM's office) As of now, the unjust cancellation of the mining licenses by Mbeya Coal Ltd remains in dispute and unresolved, and Mbeya Coal Ltd is still awaiting a response from the Principal Secretary for Energy's office. An independent consultant was appointed who is actively engaging the Mining Commission in following up this matter. Resultingly, we estimated the recoverable amount of Kibo's Coal Assets to be ��Nil, due to there being no viable offer at present for the acquisition of the mining licences coupled with the fact that the licences have been revoked and currently under dispute. During the year, the intangible asset was by impaired by ��1,940,577 to ��Nil. Bordersley - 2019 MAST Energy PLC 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, MAST 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 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 de-risked. 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. During the year, the intangible asset was measured at its value in use value and found to be impaired in the amount of ��1,288,578. The discount rate applicable to the value in use assessment was 13.54%. Pyebridge Power Ltd - 2021 Sloane Developments (Sloane) 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 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. During the 2022 financial year ��421,041 of the deferred consideration was waived and the cost price of the assets reduced by the same amount. The acquisition of Pyebridge comprised of the following: �� An installed and commissioned synchronous gas-powered standby generation facility; 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 PPE based on their respective fair values as at the date of acquisition, as disclosed in Note 10. Rochdale Power Ltd - 2021 Sloane Developments (Sloane) 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 10 and Note 11 respectively. ADV 001 Ltd - 2022 Sloane Developments (Sloane) acquired a 100% interest in ADV 001 Limited ("Hindlip Lane"), from DKE Flexible Energy Limited, for the installation of a 7.5 MW gas-peaker plant in Buildings Farm, Hindlip Lane, Hindlip, Worcester, WR3 8SB. The acquisition purchase price totals ��262,500 of which ��88,817 is utilised to settle a shareholder's loan of the same amount and the remainder of ��173,683 is allocated towards purchasing all issued shares of the business. The acquisition purchase price was paid from a credit loan obtained from the institutional investor. A further ��10,694 was paid in cash by Mast Energy Developments PLC ("MED") of which ��8,020 is allocated to the purchase price of Hindlip Lane. The acquisition of land and gas-powered generation facility was accounted for as an asset acquisition at consolidated level, and not as a business combination in accordance with IFRS 3. Therefore, the purchase price has been allocated to assets and liabilities acquired based on their respective fair values as at the date of acquisition. ARL 018 Ltd - 2022 Sloane Developments (Sloane) acquired a 100% interest in ARL 015 Limited ("Stather Road"), from DKE Flexible Energy Limited, for the installation of a 2.4 MW gas-peaker plant on Land lying on the south side of Stather Road, Flixborough. The acquisition purchase price totals ��87,500 of which ��54,882 is utilised to settle a shareholder's loan of the same amount and the remainder of ��32,618 is allocated towards purchasing all issued shares of the business. The acquisition purchase price is to be paid from a credit loan obtained from the institutional investor. A further ��10,694 was paid in cash by Mast Energy Developments PLC ("MED") of which ��2,673 is allocated to the purchase price of Stather Road. The acquisition of land and gas-powered generation facility was accounted for as an asset acquisition at consolidated level, and not as a business combination in accordance with IFRS 3. Therefore, the purchase price has been allocated to assets and liabilities acquired based on their respective fair values as at the date of acquisition. 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. Shankley Biogas Ltd - 2022 The Group, entered into an agreement on 30 September 2022 with Richard Watts whereby KE would acquire 100% equity stake in Shankley Biogas Limited (Shankley) for a purchase consideration of ��600,000 which was still due as at 31 December 2022. The purchase consideration is to be settled partially in cash to the amount of ��250,000 and the remainder in shares with a value of ��350,000. Based on the agreement 198,637,911 ordinary shares will be issued at an exercise price of ��0.001762 per share. The date of settlement is undetermined at this stage but is expected to be settled within 12 months after the financial year end. The purchase of Shankley does not constitute a business in terms of IFRS 3: Business Combinations and is treated as a purchase of assets and liabilities at fair value at year end. Kibo invested in the project based on the project location and technological rights attributable to specific project planning and recognises an intangible asset of ��603,050 therefore. The intangible asset will remain at cost until such time as the project is ready for use and output is generated. Highlights of the project purchase is summarised as: �� Shankley Biogas Ltd has negotiated a Power Purchase Agreement ('PPA') and a Gas Purchase Agreement ('GPA') term sheet on favourable terms with a blue-chip buyer. �� The Project has full planning permission as well as grid and gas connection points already in place. �� Based on independent financial estimates, prepared by reputable and appropriately accredited consulting firm, the projected valuation metrics for the Project are summarised as follows: o - Internal rate of return ('IRR') of c. 22.78% o - Net Present Value (6%) ('NPV') of c. ��47 million o - Net Asset Value ('NAV') of c. ��22 million o - Projected average annual revenue of c. ��24 million over a 25-year term. o - Estimated Operating margin c. 38% o - Capital estimated of c. ��.35m The major classes of assets acquired, and liabilities assumed are as follows: Shankley Biogas Limited (��) Property, plant and equipment 939,664 Cash and cash equivalents 7,412 Accounts receivable 200 Accrued liabilities (950,326) Net equity acquired (3,050) A summary of the assessment performed for each of the renewable energy intangible assets are detailed below. Key estimation variables Rochdale Bordersley Life of project 20 years 20 years Weighted average cost of capital ("WACC") 13.54% 13.54% Output 4.4MW 5.0MW Average ��/MW output ��481,118 per MW output ��423,384 per MW output Debt/Equity ratio 58/42 58/42 Sensitivity analysis Project delayed by 6 months ��102,664 ��89,079 250bps Increase/Decrease in WACC ��800,806 ��881,030 250bps Increase/Decrease in ��/MW output ��29,290 ��40,868 Key estimation variables ADV001 ARL018 Life of project 20 years 20 years Weighted average cost of capital ("WACC") 13.54% 13.54% Output 7.5MW 2.4MW Average ��/MW output ��436,463 per MW output ��437,865 per MW output Debt/Equity ratio 58/42 58/42 Sensitivity analysis Projects delayed by 6 months ��40,173 ��10,601 250bps Increase/Decrease in WACC ��946,375 ��317,017 250bps Increase/Decrease in ��/MW output ��36,248 ��12,399 Key estimation variables Sustineri Energy Life of project 10 years Weighted average cost of capital ("WACC") 13.37% Output 2.7MW Average ��/MW output ��15 to ��20 per MW output Debt/Equity ratio 75/25 Sensitivity analysis Projects delayed by 6 months ��258,665 250bps Increase/Decrease in WACC ��82,784 250bps Increase/Decrease in ��/MW output ��166,726 The Group is exposed to significant market volatility in its estimate of the weighted average cost of capital. The risk-free rate for the market in which the Group operates was negatively affected during the financial year as a direct result of the war between Russia and Ukraine. The market interest rates have increased significantly year on year and the weighted average cost of capital rose from +-6.2% in the previous year to 13.5% for the current financial year. This has resulted in impairments being required for the investments and related property, plant and equipment. Market indicators are predominantly showing an expected decrease in the interest rates during the second half of the 2023 financial year. When these indicators are compared to the sensitivity analysis the Group expects that a high likelihood exists of impairment reversal in future when the market interest rates start lowering. The assessment of the value in use of the intangible assets resulted in an impairment of ��1,288,478 being recognised. The most significant contributor to the impairment required was the increase of the weighted average cost of capital due to increase in market interest rates. The directors have performed further sensitivity analysis on the value in use assessments for the four projects based in the UK and Sustinery based in South Africa with the following variables being assessed: Key estimation variables Reason for assessment Average change in value in use Projects delayed by 6 months Projects are dependent on external funding and delay in funding may result in delay in net cash inflows from the projects ��501,182 250bps Increase/Decrease in WACC The market interest rates have been volatile during the financial year and due to the above average interest rate increases an assessment of 250bps increase or decrease was performed. ��3,028,012 250bps Increase/Decrease in ��/MW output The energy market has experienced above average increases during the financial year and an assessment of 250bps increase or decrease was performed. ��285,531 12. Investment in associates Investment in associates consist of equity investments where the Group has an equity interest between 20% and 50% and does not exercise control over the investee. The following reconciliation serves to summarise the composition of investments in associates as at period end: Katoro Gold PLC (��) Mabesekwa Coal Independent Power Project (��) Total (��) Carrying value at 1 January 2021 - 9,696,351 9,696,351 Share of losses for the year (48,357) - (48,357) Remaining equity interest following loss of control over investee 894,090 - 894,090 Impairment loss (316,969) (6,132,712) (6,449,681) Carrying value at 1 January 2022 528,764 3,563,639 4,092,403 Share of losses for the year (181,684) - (181,684) Impairment loss (246,135) (3,563,639) (3,809,774) Carrying value at 31 December 2022 100,945 - 100,945 Mabesekwa Coal Independent Power Project On 3 April 2018, the Group completed the acquisition of an 85% interest in the Mabesekwa Coal Independent Power Project, located in Botswana. The intangible asset was recognised at the fair value of the consideration paid, which emanates from the fair value of the equity instruments issued as at transaction date, being ��9,376,312. The Mabesekwa Coal Independent Power Project ("MCIPP") is located approximately 40km east of the village of Tonata and approximately 50km southeast of Francistown, Botswana's second largest city. Certain aspects of the Project have been advanced previously by Sechaba Natural Resources Limited ("Sechaba"), including water and land use permits and environmental certification. Mabesekwa consists of an in situ 777Mt Coal Resource. A pre-feasibility study on a coal mine and a scoping study on a coal fired thermal power plant has been completed. Kibo is in possession of a Competent Persons Report on the project, which includes a SAMREC-compliant Maiden Resource Statement on the excised 300 Mt portion of the Mabesekwa coal deposit. In September 2019, Kibo and Shumba Energy Limited ("Shumba") signed a binding Heads of Agreement to reorganise the arrangements for the MCIPP and its associated coal asset in Botswana. Under the reorganisation the MCIPP retained assets will be consolidated back into KEB and Kibo's interest in KEB will be reduced to 35% to maintain Kibo's look-through interest in the MCIPP resource and make sundry adjustments to recognise Kibo's project expenditure. In exchange for the increase in the equity interest held by Shumba, Shumba would forego the previous claim it had against a portion of the MCIPP coal resources, thereby increasing the value of the interest held by KEB. 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 has decided to divest itself from these assets in line with the Group direction change to renewable energy. As the Term Sheet upon which the Mabasekwa Coal assets were based has expired, the project value was impaired to ��Nil during the year. Summarised financial information of the associate is set out below: Group (��) 2022 Group (��) 2021 Non-Current assets - 7,824,447 Current assets - 866 Loss for the year (3,865,168) - Kibo Energy Botswana (Pty) Ltd recognised no revenue during the year (2021: Nil). No dividends were received during the year (2021: 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. 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 2022 Group (��) 31 December 2021 Non-current assets - 209,500 Current assets 65,936 876,658 Current liabilities (296,844) (163,732) Loss for the year ended (1,066,616) (1,142,479) Cash flow from operating activities (893,310) (915,880) Cash flow from investing activities - (125,866) Cash flows from financing activities 114,950 (1,771,925) Katoro Gold PLC recognised no revenue during the year (2021: ��Nil). No dividends were received during the year (2021: ��Nil). Kibo owns 96,138,738 of Katoro's 460,412,593 issued shares or 20.88% of the issued shares at year end. Katoro Gold PLC's principal place of business is the 6th Floor, 60 Gracechurch Street, London, EC4V OHR. Project specific information about Katoro Gold PLC can be obtained from their website at katorogold.com. 13. Other financial assets Group (��) 2022 2021 Other financial assets comprise of: Lake Victoria Gold receivable - 657,061 Blyvoor Joint Venture receivable - 1,223,495 - 1,880,556 Impairment allowance for other financial assets receivable Lake Victoria Gold receivable - (657,061) Blyvoor Joint Venture receivable - (1,223,495) - (1880,556) Group (��) Reconciliation of movement in other financial assets Blyvoor Joint Venture Lake Victoria Gold 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 - - Carrying value as at 31 December 2022 - - 14. 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 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. The goodwill carried forward from this transaction is ��Nil after an impairment of ��300,000 in the previous financial year. 15. Other receivables Group 2022 (��) Group 2021 (��) Company 2022 (��) Company 2021 (��) Amounts falling due within one year: Other debtors 227,223 255,747 90,720 73,734 227,223 255,747 90,720 73,734 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. 16. Cash and cash equivalents Group (��) Company (��) Cash consists of: 2022 2021 2022 2021 Short term convertible cash reserves 163,884 2,082,906 19,442 239,674 163,884 2,082,906 19,442 239,674 Cash has not been ceded or placed as encumbrance toward any liabilities as at year end. 17. Share capital - Group and Company 2022 2021 Authorised equity 5,000,000,000 Ordinary shares of ���0.001 each ���5,000,000 ���5,000,000 1,000,000,000 deferred shares of ���0.014 each ���14,000,000 ���14,000,000 3,000,000,000 deferred shares of ���0.009 each ���27,000,000 ���27,000,000 ���46,000,000 ���46,000,000 Allotted, issued and fully paid shares 2022: 3,039,197,458 Ordinary shares of ���0.001 each ��1,934,599 - 2021: 2,930,657,437 Ordinary shares of ���0.001 each - ��1,836,562 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 ��21,140,481 ��21,042,444 Number of Shares Ordinary Share Capital (��) Deferred Share Capital (��) Share premium (��) 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 Shares issued during the period 108,540,021 98,036 - 86,753 Balance at 31 December 2022 3,039,197,458 1,934,598 19,205,882 45,516,081 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. The company issued the following ordinary shares during the period, with regard to key transactions: �� 39,264,079 new Kibo Shares were issued on 16 February 2022 of ���0.001 each at a deemed issue price of ��0.0017828 per share to an Institutional Investor ("Investor") in settlement of ��70,000 of facility implementation fee pursuant to the Funding Facility Agreement signed between the Investor and the Company in February 2022; �� 13,157,895 new Kibo Shares were issued on 16 February 2022 of ���0.001 each at a deemed issue price of ��0.0019 per share to certain providers of financial and technical services in settlement of ��25,000 of outstanding invoices; �� 56,118,047 new Kibo Shares were issued on 20 May 2022 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 18. 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. 19. Share based payments reserve The following reconciliation serves to summarise the composition of the share-based payment reserves as at period end, which incorporates both warrants and share options in issue for the Group: Group (��) Company (��) 2022 2021 2022 2021 Opening balance of share-based payment reserve 466,868 1,728,487 466,868 977,575 Issue of share options and warrants 24,774 194,944 24,774 48,693 Expired warrants during the period (418,173) (559,400) (418,173) (559,400) Loss of control over subsidiary - (897,163) - - 73,469 466,868 73,469 466,868 Share Options and Warrants detail Share Options Kibo and MAST Energy Developments PLC had no share options in issue throughout the year The following reconciliation serves to summarise the value attributable to the share option reserve as at period end: Group (��) 2022 2021 Opening balance of share-based payment reserve - 256,315 Issue of share options - 146,249 Loss of control over subsidiary - (402,564) - - The following reconciliation serves to summarise the quantity of share options in issue as at period end: Group 2022 2021 Opening balance - 32,244,781 Share options issued - - Loss of control of subsidiary - (32,244,781) - - Warrants The following reconciliation serves to summarise the value attributable to the share-based payment reserve as at period end for the Company: Company (��) 2022 2021 Opening balance of warrant reserve 466,868 977,575 Issue of warrants 24,774 48,693 Expired warrants (418,173) (559,400) 73,469 466,868 The following reconciliation serves to summarise the quantity of warrants in issue as at period end: Group Company 2022 2021 2022 2021 Opening balance 1,180,861,140 1,341,308,419 1,180,861,140 1,275,833,420 New warrants issued 168,274,625 430,000,000 168,274,625 430,000,000 Warrants exercised - (189,431,556) - (188,431,556) Warrants expired (221,111,140) (340,740,724) (221,111,140) (336,540,724) Decrease in warrants following loss of control over subsidiary - (60,274,999) - - 1,128,024,625 1,180,861,140 1,128,024,625 1,180,861,140 At 31 December 2022 the Group had no share options and 1,128,024,625 warrants outstanding: Warrants Date of Grant Issue date Expiry date Exercise price Number granted Exercisable as at 31 December 2022 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 16 February 2022 16 February 2022 15 February 2025 0.023p 168,274,625 168,274,625 1,200,774,625 1,128,024,625 Total Contingently Issuable shares 1,200,774,625 1,128,024,625 Expenses settled through the issue of shares The Group recognised the following expense related to equity settled share-based payment transactions: 2022 (��) 2021 (��) Geological expenditure settled 25,000 - Listing and capital raising fees 159,790 - Shares and warrants issued to directors and staff - 146,250 184,790 146,250 20. 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 2022 (��) 2021 (��) Opening balance (466,184) (598,637) Movement during the period 372,191 (212,764) Disposal of subsidiary - 345,217 Closing balance (93,993) (466,184) 21. Non-controlling interest The non-controlling interest brought forward relates to the minority equity attributable to Sustineri Energy and Mast Energy Developments Plc. As at 31 December 2022, the Group's non-controlling interest comprises 42.14% equity held in MAST Energy Development PLC (2021: 45%). Group 2022 (��) 2021 (��) Opening balance 1,962,816 (256,841) Change of interest in subsidiary without loss of control 333,009 3,201,014 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 (1,131,607) (1,151,342) Closing balance of non-controlling interest 1,164,218 1,962,816 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 2022, is presented below: MAST Energy Development PLC 2022 (��) Statement of Financial position Total assets 4,617,505 Total liabilities 2,500,761 Statement of Profit and Loss Revenue for the period 1,036,743 Loss for the period (2,733,000) Statement of Cash Flow Cash flows from operating activities (1,284,427) Cash flows from investing activities (974,350) Cash flows from financing activities 585,500 22. Trade and other payables Group 2022 (��) Group 2021 (��) Company 2022 (��) Company 2021 (��) Amounts falling due within one year: Trade payables 680,722 1,116,273 159,009 114,062 Derivative liabilities (refer below) 20,386 - - - Other payables 884,015 - - - Accrued liabilities 809,967 - 667,026 - 2,395,090 1,116,273 826,035 114,062 Movements in derivative liabilities included in Trade and Other Payables: Recognition of derivative liability derived from the convertible loan notes 106,944 - - - Gain on fair value adjustment of derivative liability (86,558) - - - 20,386 - - - The carrying value of current trade and other payables equals their fair value due mainly to the short-term nature of these receivables. Derivatives The derivative liability is derived from the convertible credit note loans. The convertible feature within the credit notes enables the noteholders to convert into a fixed number of shares at the Fixed Premium Payment Price (FPPP). This price does have variability, although the FPPP is set at the Reference price, in the event that a share placing occurs 93,910 at below the Reference price, the FPPP will be the share placing price ("round down" feature). The conversion includes and embedded derivative, as its value moves in relation the share price (through a placing price) and it is not related to the underlying host instrument, the debt. The effect is that the embedded derivative is accounted for separately at fair value. 23. Borrowings and other financial liabilities Group 2022 (��) Group 2021 (��) Company 2022 (��) Company 2021 (��) Amounts falling due within one year: Short term loans 1,195,239 1,079,691 1,195,239 119,004 Other financial liabilities - Convertible loan notes 1,012,790 - 657,985 - Amounts falling due between one year and five years: Other financial liabilities - Convertible loan notes 243,056 - - - 2,451,085 1,079,691 1,853,224 119,004 Group 2022 (��) Group 2021 (��) Company 2022 (��) Company 2021 (��) Reconciliation of borrowings and other financial liabilities: Opening balance 1,079,691 858,546 119,004 344,391 Proceeds from convertible loans in MED 650,000 - - - Proceeds from borrowings in Kibo 1,672,824 - 1,672,824 - Recognition of derivative liability derived from the convertible loan notes (106,944) - - - Raised during the year - 978,038 - - Repayment of deferred payment liability (555,535) (175,705) - (55,669) Repayment of borrowings (44,917) - (44,917) - Waiver of deferred payment liability (421,041) - - - Debt forgiven - (355,659) - - Loss of control over subsidiary - (77,434) - - Interest raised 192,087 21,623 121,393 - Costs incurred on borrowings 74,709 - 74,709 - Settled through the issue of shares (89,789) (169,718) (89,789) (169,718) Closing balance 2,451,085 1,079,691 1,853,224 119,004 Breakdown of borrowings and other financial liabilities: Non-current 243,056 - - - Current 2,208,029 1,079,691 1,853,224 119,004 Total 2,451,085 1,079,691 1,853,224 119,004 Deferred vendor liability The deferred vendor liability was settled during the year by mutual agreement between the seller of Pyebridge and MED PLC. The settlement took place following agreed costs incurred by MED on behalf of the seller and the eventual waiver of the remaining amounts due in the amount of ��421,041. The settlement was reached as a result of the seller not reaching certain contractual milestones originally agreed to in the purchase agreement of Pyebridge. The deferred payment liability for the purchase was linked to the seller reaching these milestones. The resulting waiver is treated as price adjustment to the underlying assets for the Company and Group respectively as the fair value of the consideration paid for the assets were reduced by the waiver. Convertible loan notes Short term loans relate to two unsecured loan facilities from the institutional investor which are repayable either through the issue of ordinary shares or payment of cash by the Company. These facilities have repayment periods of 18 and 24 months respectively for each drawdown from the facility. The facilities may be converted at the option of the note holders once certain milestones have been met. At the financial year end 31 December 2022, none of these milestones have been met and no conversion may take place. The earliest conversion may occur during October 2023. Institutional Investor The Institutional Investor borrowing is a bridge loan facility agreement for up to ��3m with a term of up to 36 months. Funds advanced under the Facility will attract a fixed coupon interest rate of 3.5% and will be repayable with accrued interest on 23 July 2023 24. Investment in subsidiaries and associates Breakdown of investments as at 31 December 2022 Associate undertakings (��) Subsidiary undertakings (��) Kibo Mining (Cyprus) Limited - 4,987,662 Katoro Gold PLC 100,945 - Shankley Biogas Limited - 600,000 Total cost of investments 100,945 5,587,662 Breakdown of investments as at 31 December 2021 Associate undertakings (��) Subsidiary undertakings (��) Kibo Mining (Cyprus) Limited - 16,233,997 Katoro Gold PLC 528,764 - Total cost of investments 528,764 16,233,997 Investments at Cost At 1 January 2021 - 46,664,160 Additions in Kibo Mining Cyprus Limited - 1,114,324 Impairment of the subsidiaries - (29,379,842) Derecognition of subsidiary and recognition of associate 2,164,645 (2,164,645) Fair value adjustment of Katoro Gold PLC (1,635,881) - At 31 December 2021 (��) 528,764 16,233,997 Additions in Kibo Mining Cyprus Limited - 1,086,889 Purchase of Shankley Biogas Limited (refer note 11) - 600,000 Impairment of subsidiaries - (12,333,224) Fair value adjustment of Katoro Gold PLC (427,819) - At 31 December 2022 (��) 100,945 5,587,662 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 2022. At 31 December 2022 the Company had the following undertakings: Description Subsidiary, associate, Joint Ops Activity Incorporated in Interest held (2022) Interest held (2021) Directly held investments Kibo Mining (Cyprus) Limited Subsidiary Treasury Function Cyprus 100% 100% Katoro Gold PLC Associate Mineral Exploration United Kingdom 20.88% 20.88% Indirectly held investments MAST Energy Development PLC Subsidiary Power Generation United Kingdom 57.86% 55% Sloane Developments Limited Subsidiary Holding Company United Kingdom 57.86% 55% MAST Energy Projects Limited Subsidiary Power Generation United Kingdom 57.86% 55% Bordersley Power Limited Subsidiary Power Generation United Kingdom 57.86% 55% Rochdale Power Limited Subsidiary Power Generation United Kingdom 57.86% 55% Pyebridge Power Limited Subsidiary Power Generation United Kingdom 57.86% 55% Kibo Gold Limited Associate Holding Company Cyprus 20.88% 20.88% Savannah Mining Limited Associate Mineral Exploration Tanzania 20.88% 20.88% Kibo Nickel Limited Associate Holding Company Cyprus 20.88% 20.88% Eagle Exploration Limited Associate Mineral Exploration Tanzania 20.88% 20.88% Katoro (Cyprus) Limited Associate Mineral Exploration Cyprus 20.88% 20.88% Katoro South Africa Limited Associate Mineral Exploration South Africa 20.88% 20.88% Mbeya Holdings Limited Subsidiary Holding Company Cyprus 100% 100% Mbeya Development Limited Subsidiary Holding Company Cyprus 100% 100% Mbeya Mining Company Limited Subsidiary Holding Company Cyprus 100% 100% Mbeya Coal Limited Subsidiary Mineral Exploration Tanzania 100% 100% Rukwa Holding Limited Subsidiary Holding Company Cyprus 100% 100% Mbeya Power Tanzania Limited Subsidiary Power Generation Tanzania 100% 100% Kibo Mining South Africa (Pty) Ltd Subsidiary Treasury Function South Africa 100% 100% Sustineri Energy (Pty) Ltd Subsidiary Renewable Energy South Africa 65% 65% Kibo Exploration Limited Subsidiary Treasury Function Tanzania 100% 100% Kibo MXS Limited Subsidiary Holding Company Cyprus 100% 100% Mzuri Exploration Services Limited Investment Exploration Services Tanzania 4.78% 4.78% Protocol Mining Limited Investment Exploration Services Tanzania 4.78% 4.78% Jubilee Resources Limited Subsidiary Mineral Exploration Tanzania 100% 100% Kibo Energy Botswana Limited Subsidiary Holding Company Cyprus 100% 100% Kibo Energy Botswana (Pty) Ltd 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% Shankley Biogas Limited Subsidiary Power Generation United Kingdom 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. 25. 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 Shankley Biogas Limited During the year ��23,176 was paid to Boudica Group for secretarial services. 26. 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 2022 and 2021 financial period, the Group and Company's policy not to undertake trading in derivatives. Any derivative liabilities due are a result of agreements with the Group and Company's suppliers or financiers under its primary business goals, i.e., financing and development of renewable energy projects. The main risks arising from the Group and Company's financial instruments are foreign currency risk, credit risk, liquidity risk, interest rate risk and capital risk. Management reviews and agrees policies for managing each of these risks which are summarised below. 2022 (��) 2021 (��) Financial instruments of the Group are: Loans and receivables Financial liabilities Loans and receivables Financial liabilities Financial assets at amortised cost Other receivables 227,223 - 255,747 - Cash and cash equivalents 163,884 - 2,082,906 - Financial liabilities at amortised cost Trade and other payables - 2,374,704 - 1,116,273 Other financial liabilities 1,255,846 - - Borrowings - 1,195,239 - 1,079,691 Financial liabilities at fair value Trade payables - derivative liabilities - 20,386 - - 391,107 4,846,175 2,338,653 2,195,964 2022 (��) 2021 (��) Financial instruments of the Company are: Loans and receivables Financial liabilities Loans and receivables Financial liabilities Financial assets at amortised cost Other receivables 90,720 - 73,734 - Cash and cash equivalents 19,442 - 239,674 - Financial liabilities at amortised cost Trade and other payables - 826,035 - 114,062 Other financial liabilties - 657,985 - - Borrowings - 1,195,239 - 119,004 110,162 2,679,259 313,408 233,066 Foreign currency risk The Group undertakes certain transactions denominated in foreign currencies and exposures to exchange rate fluctuations therefore may arise. Exchange rate exposures are managed by continuously reviewing exchange rate movements in the relevant foreign currencies. The exposure to exchange rate fluctuations for the Group/Company is limited to foreign currency translation of subsidiaries. At the period ended 31 December 2022, the Group had no outstanding forward exchange contracts. Exchange rates used for conversion of foreign subsidiaries undertakings were: 2022 2021 EURO to GBP (Average) 0.8115 0.8595 EURO to GBP (Spot) 0.8866 0.8394 USD to GBP (Average) 0.8528 0.7281 USD to GBP (Spot) 0.8266 0.7412 ZAR to GBP (Average) 0.0496 0.0492 ZAR to GBP (Spot) 0.0486 0.0465 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 (��) 2022 2021 2022 2021 Trade & other receivables 227,223 255,747 90,720 73,734 Cash 163,884 2,082,906 19,442 239,674 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 2022 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 2022 Trade and other payables 2,395,090 - - Borrowings 1,195,239 - - Lease liabilities 27,000 108,000 621,000 Other financial liabilities 1,012,790 243,056 - At 31 December 2021 Trade and other payables 1,116,273 - - Borrowings 1,079,691 - - Lease liabilities 27,000 108,000 648,000 Company (��) At 31 December 2022 Trade and other payables 826,035 - - Borrowings 1,195,239 - - Other financial liabilities 657,985 At 31 December 2021 Trade and other payables 114,062 - - Borrowings 119,004 - - 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 2022. The capital structure of the Group consists of equity attributable to equity holders of the parent, comprising issued capital, reserves and retained losses as disclosed in the consolidated statement of changes in equity. Fair values The carrying amount of the Group and Company's financial assets and financial liabilities recognised at amortised cost in the financial statements approximate their fair value. Hedging As at 31 December 2022, the Group had no outstanding contracts designated as hedges. 27. Post Statement of Financial Position events During January 2023, the Group appointed Beaumont Cornish Limited as Nominated Advisor (NOMAD) following the resignation of RFC Ambrian Ltd. On the same day, Ajay Dominic Saldanha was appointed to the board of directors as a non-executive director. On 25 January 2023 Kibo settled outstanding creditors by way of issuing 14,025,314 ordinary shares at 0.14 pence per share, of par value ���0.001 each (the "Settlement Shares") to a service provider in payment of an outstanding invoice for value of ��19,635.44. The Group made a decision to potentially introduce an additional revenue stream to its 2.7 MW plastic-to-syngas power plant (the 'Project'), which sits within the 65%-owned Sustineri Energy (Pty) Ltd, following the Company's previous announcement dated 14 February 2022. This potential new revenue stream involves the production of synthetic oil from non-recyclable plastic waste in addition to the production of electricity from syngas, which promises significant added benefits to the Project. A subsidiary of Kibo, MED, applied for and was successful in pre-qualification to bid for two new CM contracts, being a T-1 and a T-4 CM contract. Following the preparation of a robust CM Auction bid strategy, MED is pleased to announce that pursuant to the recent Capacity Market Auctions and subsequent results, its T-1 bid cleared at ��60/kW/pa and, its T-4 bid cleared at an unprecedented historic record price of ��63/kW/pa. Mr. Peter Oldacre was appointed as the new Group Business Development Executive for the Kibo Group of companies ('KEGC' or the 'Group'). On 11 April 2023 received warrant exercise notices and loan conversion notices for which new Kibo shares will be issued as follows: Kibo Warrant Exercise The Company has received warrant notices to exercise 284,524,625 Kibo warrants for which 284,524,625 ordinary Kibo shares of ���0.001 at a price of ��0.001 (0.1p) will be issued (the "Warrant Shares"). The Warrant Shares include 168,274,625 shares to be issued to the Institutional Investor. Accordingly, the Institutional Investor being RiverFort Global Opportunities PCC Ltd will have a holding of 168,274,625 shares representing a 4.37% interest in the Company. From the total Warrant proceeds of ��284,524.63, ��68,274.63 is being retained by the Institutional Investor from its warrant exercise as a reduction against the Outstanding Amount on the term loan facility (the "Facility") under the terms of the agreed reprofiling terms of the Facility. Issue of the Warrant Shares satisfies conditions precedent 2 and 3 for the reprofiling of the Facility under the reprofiling agreement. Kibo Convertible Loan Note Conversion Accordingly, and further to the announcement of 11 April, Conversion notices have now been received by the noteholders on Kibo's 7% Convertible Loan Note Instrument dated 7 January 2022 (the 'Loan Notes'), to convert all principal amounts and accrued interest to ordinary Kibo shares of ���0.001 par value. The total amount outstanding, including accrued interest on the Loan Notes, is ��714,517 which has been converted at a deemed price of 0.14p, resulting in the issue of 510,369,286 new Kibo shares to the noteholders (the "Conversion Shares"). The noteholders include certain directors and senior management of the Company as further detailed below. Issue of the Conversion Shares satisfied condition precedent 1 for the reprofiling of the Facility under the reprofiling agreement. The total amount of new Kibo shares (Warrant Shares and Conversion Shares) issued is 794,893,911 (the "New Shares"). Kibo New Warrant Issue The Company has also awarded 1,262,300,283 warrants to the Institutional Investor (Institutional Investor Warrants) under the agreed reprofiling terms of the Facility. This is calculated as being 100% of the Reprofiled Amount as defined in the 11 April announcement divided by the Reference Price of ���0.001 and these warrants are exercisable half at a price of ���0.001 per Share and half at a price of ���0.002 per Share. Following the Kibo Warrant Exercise and the Kibo New Warrant Issue there will be 2,105,800,283 warrants outstanding in the Company (issued and unexpired). Reprofiling of Facility becomes Effective. As conditions precedent 1 to 3 for the reprofiling of the Facility under the reprofiling agreement have now been met, the debt reprofiling is now effective. On 4 May 2023 the Group Company has requested that 116,250,000 of the shares it has applied for to be admitted for trading on AIM and the JSE, in its 26 April 2023 announcement, be deferred from being issued and admitted for trading, until full payment for the corresponding warrants, for which prior irrevocable exercise notices have been submitted, has been received. Accordingly, the Company has issued 168,274,625 Ordinary Shares to RiverFort Global Opportunities PCC Ltd in respect of the warrant exercise announced on 26 April 2023 for which trading on AIM and the JSE is expected on 5 May 2023 and for which full payment has been received by the Company from RiverFort Global Opportunities PCC Ltd ("Admission"). On 26 May 2023 the Group announced that 48,000,000 shares of the 116,250,00 it had deferred from being issued and admitted to AIM have now been allotted following receipt of warrant exercise funds in respect of a warrant exercise notice already received. The warrant exercise notice relates to exercise of 48,000,000 Kibo warrants for which 48,000,000 ordinary Kibo shares of ���0.001 at a price of ��0.001 (0.1p) will now be issued (the "Warrant Shares"). Total warrant exercise funds in respect of this warrant exercise received by the Company are ��48,000. Total Voting Rights Application will be made for the Warrant Shares to be admitted to trading on AIM and the JSE AltX markets. Trading in the Warrant Shares is expected to commence on AIM and the JSE on or around 2 June 2023 ('Admission'). Following Admission, the Company will have 3,779,866,683 shares in issue and the foregoing ���gure may be used by shareholders as the denominator for the calculations to determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules. 28. 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 1/2022 issued by the South African Institute of Chartered Accountants (SAICA). Reconciliation of Headline earnings per share Headline loss per share Headline loss per share comprises the following: Reconciliation of headline loss per share: 31 December 2022 (��) 31 December 2021 (��) Loss for the period attributable to normal shareholders (9,776,917) (21,996,968) Adjustments: Profit on loss of control over of subsidiaries (529,415) Profit on disposal of PPE (7,264) - Impairment of goodwill 300,000 Impairment of intangible assets 3,229,155 13,955,528 Impairment of associates 3,809,774 6,449,681 Headline loss for the period attributable to normal shareholders (2,745,252) (1,821,174) Headline loss per ordinary share (0.0009) (0.0007) Weighted average number of shares in issue: 3,010,992,501 2,480,279,189 In order to accurately reflect the weighted average number of ordinary shares for the purposes of basic earnings, dilutive earnings and headline earnings per share as at year end, the weighted average number of ordinary shares was adjusted retrospectively. GENERAL INFORMATION The financial information prepared using accounting policies consistent with International Financial Reporting Standards ("IFRS") as adopted by the European Union included in this preliminary statement does not constitute the statutory financial statements for the purposes of Chapter 4 of part 6 of the Companies Act 2014. Full statutory statements for the year ended 31 December 2022 prepared in accordance with IFRS, upon which the auditors have given a qualified report, have not yet been filed with the Registrar of Companies. Full financial statements for the year ended 31 December 2021 prepared in accordance with IFRS and containing an unqualified report, have been filed with the Registrar of Companies. Extracts of the Independent Auditor's Report are as follows: 'Qualified Opinion We have audited the consolidated financial statements of Kibo Energy Plc ("the Company") and its subsidiaries (the "Group") for the year ended 31 December 2022, which comprise the Consolidated Statement of Profit or Loss and Other Comprehensive Income, the Consolidated Statement of Financial Position, the Company Statement of Profit or Loss and Other Comprehensive Income, the Company Statement of Financial Position, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity, the Consolidated Statement of Cash Flows, the Company Statement of Cash Flows, the Summary of Significant Accounting Policies and the related notes to the consolidated financial statements. The financial reporting framework that has been applied in their preparation is Irish Law and International Financial Reporting Standards ("IFRSs"), as adopted by the EU. In our opinion, except for the possible effects of the matter described in the Basis of Qualified Opinion section of our report, the accompanying consolidated financial statements: �� give a true and fair view of the consolidated financial position of the Group as at 31 December 2022 and of the profit or loss and cash flows of the Group for the year then ended; �� give a true and fair view of the financial position of the Company as at 31 December 2022 and of the Company profit or loss and cash flows for the year then ended; �� have been properly prepared in accordance with International Financial Reporting Standards ("IFRSs"), as adopted by the EU; and �� have been properly prepared in accordance with the requirements of the Companies Act 2014. Basis for Qualified Opinion The Group's investment in Shankley Biogas Limited, a company acquired under a Share Purchase Agreement effective on 30 September 2022, is carried in the Company Balance Sheet at cost at ��600,000 and the Group Balance Sheet includes an amount capitalised in Intangible Assets for Project Development Rights of ��603,050, development costs of ��939,664 and associated current liabilities of ��950,326. The acquisition is also subject to ongoing disputes between the seller and the Company. We were unable to obtain sufficient appropriate audit evidence about the carrying value of the Company investment, the Group Intangibles, the Group Development costs and associated liabilities as at 31 December 2022 because management were unable to provide access to sufficient and reliable financial information for Shankley Biogas Limited. Consequently, we were unable to determine whether any adjustments to these amounts were necessary. We conducted our audit in accordance with International Standards on Auditing (Ireland) ("ISAs (Ireland)"). Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the International Ethics Standards Board for Accountants' Code of Ethics for Professional Accountants (IESBA Code), and we have fulfilled our other ethical responsibilities in accordance with the IESBA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified opinion. Material uncertainty relating to going concern We draw attention to the Section headed Going Concern on page 25 of the financial statements, which details the factors the Company has considered when assessing the going concern position. As detailed in the relevant note on pages 45 to 46, the uncertainty surrounding the availability of funds to finance ongoing working capital requirements and the financing of commercial projects of the Group through to the stage of cash generation indicates the existence of a material uncertainty that may cast significant doubt on the Group's ability to continue as a going concern. Our opinion is not modified in respect of this matter. Our responsibilities with respect to Going Concern are described further the Auditor's Responsibilities for the Audit of the Consolidated Financial Statements section of this report while the directors' responsibilities are described further in the Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements section.' The Notes to the Accounts inter alia include the following: Going Concern The financial statements have been prepared on the going concern basis which contemplates the continuity of normal business activities and the realisation of assets and the settlement of liabilities in the normal course of business. In performing the going concern assessment, the Board considered various factors, including the availability of cash and cash equivalents; data relating to working capital requirements for the foreseeable future; cash-flows from operational commencement, available information about the future, the possible outcomes of planned events, changes in future conditions, the current global economic situation due to the ongoing Ukraine conflict and the responses to such events and conditions that would be available to the Board. The Board has, inter alia, considered the following specific factors in determining whether the Group is a going concern: ��� The significant financial loss for the year amounting to ��10,908,524 (2021: ��23,148,155); ��� Cash and cash equivalents readily available to the Group in the amount of ��163,884 in order to pay its creditors and maturing liabilities in the amount of ��4,192,170 as and when they fall due and meet its operating costs for the ensuing twelve months (2021: ��2,082,906 and ��2,198,437 respectively); and ��� Whether the Group has available cash resources, or equivalent short term funding opportunities in the foreseeable future, to deploy in developing and growing existing operations or invest in new opportunities. Following from the losses incurred in the current financial period, coupled with the net current liability position the Group finds itself in as at December 2022, these conditions, together with those mentioned above are considered to indicate that a material uncertainty exists which may cast significant doubt on the Group's ability to continue as a going concern. This is largely attributable to the short-term liquidity position the Group finds itself in as a result of the significant capital required to develop projects that exceeds cash contributed to the group by the capital contributors as well as insufficient revenue generated to cover overhead costs. The Directors have evaluated the Groups liquidity requirements to confirm whether the Group has adequate cash resources to continue as a going concern for the foreseeable future, taking into account the net current liability position, and consequently prepared a cash flow forecast covering a period of 12 months from the date of these financial statements, concluding that the Group would be able to continue its operations as a going concern. In response to the net current liability position, to address future cash flow requirements, detailed liquidity improvement initiatives have been identified and are being pursued, with their implementation regularly monitored in order to ensure the Group is able to alleviate the liquidity constraints in the foreseeable future. Therefore, the ability of the Group to continue as a going concern is dependent on the successful implementation or conclusion of the below noted matters in order to address the liquidity risk the Group faces on an ongoing basis: ��� Successful conclusion of funding initiatives of the Group in order to continue development of the underlying projects of the Group; and ��� Successful completion of a joint venture agreement between MED and an institutional investor to a value of. ��33.6m for which a Heads of Terms has already been agreed. As the Board is confident it would be able to successfully implement the above matters, it has adopted the going concern basis of accounting in preparing the consolidated financial statements. ENDS Johannesburg 29 June 2023 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 ACSPPUUCQUPWGMR
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