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Unaudited Interim Results for the Six-Month Period Ended 30 June 2024
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: 7.00am 24 December 2024
Kibo Energy PLC ('Kibo' or the 'Company')
Unaudited Interim Results for the Six-Month Period Ended 30 June 2024
Kibo Energy PLC (AIM: KIBO; AltX: KBO) is pleased to announce its unaudited interim results for the six
months ended 30 June 2024, contained below. The full interim results are also available on the Company's
website at https://kibo.energy/wp-content/uploads/Kibo-Interim-Results-30-June-2024.pdf.
These interim accounts cover the period prior to the Company's decision to dispose of its operating
assets as held by Kibo Mining (Cyprus) Limited and therefore should be read in that context. Similarly,
the Company disposed of its interest in MED on 30 September 2024. The Company is currently an AIM
Rule 15 cash shell having had the disposal of Kibo Cyprus approved by Shareholders on 11 October
2024. As such the Company has six months to complete a Reverse Takeover pursuant to AIM Rule 14,
failing which its shares will be suspended from trading on AIM.
Following publication of these interims along with the Company's audited accounts as released at midday
yesterday, trading in the Company's Ordinary Shares on AIM is expected to resume with effect from 7.30am
on Tuesday 24 December 2024 and on the AltX of the JSE shortly thereafter.
Overview of the key highlights during the interim period:
• A continued focus on the Company's renewed strategy to acquire and develop a portfolio of sustainable,
renewable energy assets:
o Continued with an optimisation and integration study into the production of synthetic oil from non-
recyclable plastic waste on the 2.7 MW plastic-to-syngas project under Sustineri Energy (Pty) Ltd
('Sustineri Energy' or 'Sustineri'), a joint venture ('JV') in which Kibo held 65% and Industrial
Green Energy Solutions ('IGES') holds 35%, which could add a potential accelerated additional
revenue stream to the project.
o Continued with its bio-coal development test work as part of its commitment to ongoing sustainable
clean energy solutions which includes formulating a joint development agreement with a
multinational food and beverage producer ("the Client") intended to be funded equally (i.e., 50-50)
by Kibo and the Client. The objective of this collaboration is to build and operate a pilot plant that
will produce bio-coal as a preliminary step towards the establishment of a comprehensive
production-scale facility.
o Kibo subsidiary Mast Energy Developments plc ('MED') was successful in the pre-qualification
for two new bids, which resulted in a T-1 CM contract at £35.79/kW/pa and a T-4 CM contract that
cleared at a record price of £65/kW/pa.
o MED furthermore signed a Project Finance funding agreement with RiverFort Global Opportunities
PCC Limited ("RiverFort"), with Pyebridge as the borrower, with an initial funding facility up to
£4,000,000 (the "RiverFort Facility"), with a cumulative total net draw of c. £2.1m to date.
o MED's Pyebridge site was taken out of care & maintenance, and a comprehensive improvement
and refurbishment works programme was executed.
o MED paid down £325,000 on the outstanding balance on convertible loan notes held by RiverFort
via a director loan purchase agreement and a placing, and also secured funding of £325,000 via a
new non-convertible fixed term loan with RiverFort for on-going working capital purposes.
• Corporate updates:
o The retirement of Ajay Saldanha from the board as director of the Company on 10 January 2024.
o The conversion into 500m new Kibo ordinary shares on 11 January 2024 of accrued fees and interest
totaling £161,000 included in the outstanding balance owing to RiverFort under the Facility
Restatement Agreement signed on 10 April 2023.
o Obtained shareholder approval on 9 February 2024 at an extraordinary general meeting of the
Company to renew its ability to issue shares without applying pre-emption rights and to update its
Memo & Articles of Association to align with all authorities approved by Shareholders at previous
general meetings.
o The Company announced a major corporate restructuring on 7, 20 and 27 June 2024 respectively
that included the appointment of two new directors to the board, the settlement of some creditors
via share conversions and a placing of £350,000 at a placing price of 0.0084 pence.
o The Company announced on 25 June 2024 that it was unlikely it could meet its 30 June 2024
deadline for the publication of its 2023 audited accounts following which it would be suspended
from trading on AIM effective on 1 July 2024.
o The Company entered into an agreement with Riverfort Global Opportunities in which it ceded its
loan with Mast Energy Developments Plc (MED) through its subsidiary Kibo Mining (Cyprus)
Limited to Riverfort in partial settlement of its loan with Riverfort. The MED loan receivable of
£797,396 was ceded to RiverFort for a reduction of £367,205 in the RiverFort loan.
o The Company determined that the combined factors of significant reduction in shareholding in
MED through share disposals during the first half of 2024 and the disposal of the loan receivable
from MED to RiverFort, resulted in loss of control of MED with effect from 7th of June 2024. From
this date onwards MED was recognised as an associate under the requirements of IFRS.
o The Group disposed of its interest in Kibo Energy Botswana Limited on 31 January 2024 to Aria
Capital Management for an amount of £70,000.
Disposal, loss of control and deconsolidation of Mast Energy Developments
o On 6 June 2024, the Company entered into an agreement with Riverfort Global Opportunities in
which it ceded its loan with Mast Energy Developments Plc (MED) through its subsidiary Kibo
Mining (Cyprus) Limited to Riverfort in partial settlement of its loan with Riverfort. The loan with
Riverfort Global Opportunities and a transaction date balance of £767,205 was reduced to £400,000
in exchange for the cession of the £797,396 loan receivable from MED.
o The loan receivable from MED was payable on demand and was historically partially settled with
shares issued in MED. The directors considered the loan and historic precedent of conversion
thereof as part of their assessment on control over MED in terms of IFRS 10.
o The directors determined that the combined factors of significant reduction in shareholding in MED
during the 2024 year, and the disposal of the loan receivable from MED and resulting convertibility
of the loan through shares issued, resulted in loss of control of MED with effect from 7th of June
2024. From this date onwards MED was recognised as an associate and equity accounted until the
investment in MED was disposed of in full on the 30th of September 2024.
o As a result of the investment in MED being reclassified as an associate and the Group accounting
policy of investments in listed associates being measured at fair value of the shares at market value,
the Group expects impairments and gains on disposals of MED shares to amount to £12,482 and
£268,497 respectively in its 30 June 2024 interim results. The gain on disposal is as a result of the
proceeds from share disposals and the recovery of loan and fair value of the retained MED shares
exceeding the net asset value thereof on disposal date.
o The retained investment in MED was disposed of in September 2024 to Riverfort for £120,074.
• Events after reporting period:
o On 5 July 2024, Louis Coetzee retired from the board as CEO and director and the Company
announced the appointment of Cobus van der Merwe as Interim CEO of the Company.
o On 18 July 2024, Clive Roberts, a significant shareholder of the Company, was appointed as non-
executive chairman of the board.
o On 25 July 2024 the Company held an extraordinary general meeting where it obtained shareholder
approval to increase its ordinary authorised share capital to 30 billion shares of €0.0001 each.
o On 5 August 2024, the Company announced the completion of the creditor conversions as part of
its major restructuring as announced on 7 and 20 June 2024.
o On 16 September 2024, the Company announced that it had signed a binding term sheet (the "Term
Sheet") with Swiss company, ESTI AG to acquire a diverse portfolio of renewable energy projects
across Europe and Africa spanning wind and solar generation, agri-photovoltaics and technology
development by way of a proposed reverse takeover transaction. Under the Term Sheet Aria Capital
Management Limited ("Aria), a global asset management company were to be appointed as the
arrange to the reverse takeover transaction.
o On 19 September 2024, the Company announced that it had signed a sale agreement with Aria
Capital Management Limited for the purchase by Aria of Kibo's its wholly owned subsidiary Kibo
Mining (Cyprus) limited subject to shareholder approval as required under AIM Rules. Shareholder
approval was subsequently obtained at a Kibo EGM on 11 October 2024 from which date the
Company was considered an AIM Rule 15 cash shell. As a cash shell, it was noted that the Company
had six months from 11 October 2024 to undertake a Reverse Takeover or otherwise will be
suspended, after which it will have a further six months to complete a Reverse Takeover or
otherwise be cancelled from trading on AIM.
o On the 30th of September the Group disposed of its retained investment in associate of Mast Energy
Developments plc for an amount of £120,074 being their market value on the London Stock
Exchange calculated at £0.001443 per MED share calculated as the volume weighted average price
per share on 27 September 2024, to RiverFort Global Opportunities PCC Limited ("RiverFort"), a
3.25% shareholder, to provide for partial settlement of the current outstanding balance on an
existing loan (the "RiverFort Loan") of £462,871 (including interest and fees pursuant to the
agreement) (the "MED Share Sale").
o On 3 December 2024, the Company announced that it had terminated the Term Sheet by mutual
consent with ESTGI AG and secured a loan facility for up to £500,000 from Aria (the "Aria
Facility") to provide the Company with working capital until its able to identify and complete a
Reverse Takeover transaction. The Company noted that it had taken this decision as it believed that
it does not have sufficient time to secure all relevant information in a timely manner necessary to
complete the ESTGI AG reverse takeover particularly noting the Company will have been
suspended for 6 months on 31 December 2024. The Company noted that it will now focus on
completing and publishing its audited accounts to 31 December 2023 and interim accounts to 30
June 2024 before 31 December 2024 to enable the Company's current suspension from trading on
AIM to be lifted. Following resumption of trading, the Company noted that it will seek an alternative
project portfolio to proceed with a revised transaction (the "Revised Transaction") and that it is
already evaluating a number of project acquisition opportunities.
o The Company signed a Deed of Amendment to the terms of its outstanding loan facility with River
Global Opportunities PCC limited (the "RiverFort Loan"). The terms of the RiverFort Loan required
RiverFort's consent for the Company to enter into another loan facility with Aria Capital
Management as announced on 3 December 2024.
o These measures summarised above amount to a business re-set for the Company where it intends
to move ahead under the stewardship of the reconstituted board by transitioning Kibo to a broader
based energy company.
Disposal of investment in Kibo Mining (Cyprus) Limited
o The Group disposed of its interest in Kibo Mining (Cyprus) Limited (KMCL) and its subsidiaries
on 16 September 2024 for £Nil; the disposal did not include MED which contributed £1,902,936 of
the carrying value of KMCL of £2,210,661 as at 31 December 2024. The disposal of the remaining
carrying value of £307,725, represented by the investment in Shumba, will result in a loss on
disposal of £307,725 of Kibo for the year 2024.
o The disposals above came about after the restructuring process initiated in the 2024 year.
Chairman's Statement
We are pleased to present our Interim Report for the six months ending 30 June 2024.
During the first half of 2024, Kibo Energy plc (Kibo' or the 'Company') continued its commitment to its
strategy to acquire and develop a portfolio of sustainable, renewable energy assets, whilst focusing on
solutions to deal with its outstanding loan and creditor repayment obligations.
Kibo Business Recovery Plan
In recognition of the risk profile of its assets, the Board of the Company, following extensive consultation
with the Company's lenders, advisors, potential investors and other stakeholders decided to implement an
extensive restructuring and repositioning plan (the Kibo Business Recovery Plan or "KBRP") during the first
half of 2024 which focused on transitioning Kibo to a broader based energy company, looking at new business
opportunities whilst deleveraging the Company's balance sheet.
The KBRP provided for the reconstitution of the Board with the appointment of new directors with the vision,
experience and access to projects and finance and to broaden the Company's focus to new business
opportunities within the broader energy sector. The new members of the reconstituted board comprise myself,
appointed non-executive Chairman and Cobus van der Merwe (former Chief Financial Officer), appointed as
Interim CEO, with both appointments to the board made in July 2024. Louis Coetzee, the Company's former
CEO who retired from the board in July 2024, is also making himself available to the Company in a board
advisory role on a temporary basis to assist with new project acquisitions.
Additionally, the KBRP provided for a part disposal and restructuring of the Company's loan debt and
agreement for part conversion of trade creditor debt to equity. Despite some setbacks along the way these tasks
were significantly advanced with the support of a £350,000 placing subscription from a private investor (refer
Company RNS announcement of 27 June 2024).
Disposal of Company Assets
During 2024, the Company divested of most of its assets and became an AIM Rule 15 cash shell on 11 October
2024. This followed the sale of its wholly owned Cyprus subsidiary, Kibo Mining (Cyprus) Limited
("KMCL"), the holding company for its African projects to Aria Capital Management Limited (the "KMCL
Disposal"). KMCL contains the legacy coal assets and the Company's waste-to-energy and biofuel projects in
sub-Saharan Africa. The Company also disposed of its remaining 19.52% in LSE listed UK Reserve Power
operator and development company, Mast Energy Developments PLC (the "MED Disposal").
Southport Project
In the UK, the Southport project, which includes c. 5.5 million m3 bio-methane production and a 10 MW
generation capacity is temporarily delayed, pending the ongoing dispute with the vendor in respect of the
Company's investment in Shankley Biogas Limited, as disclosed in the audited consolidated financial
statements of the Company for the year ended 31 December 2022 and interim results for the six months ending
30 June 2023. The Company is in settlement negotiations with the vendor and is confident that the ongoing
dispute will be settled, which may include cancelling the transaction. 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 2023, remained unchanged for the six months to 30 June 2024.
Corporate
As shareholders are aware, the Company remains suspended from trading on AIM from 1 July 2024 as it was
unable to prepare and publish its audited 2023 financial accounts by this date due to the financial challenges
it was experiencing. I am pleased that the Company now expects the AIM trading suspension to be lifted
coincident with the publication of these HY24 Interim Results for the six months ending 30 June 2024.
Conclusion
As the new non-executive Chairman of Kibo I am looking forward to guiding and working with the rest of the
board as we strive to fully execute the KBRP to re-launch the Company and take it forward by securing a new
portfolio of assets as part of a Reverse Takeover transaction.
As we approach the end of 2024, I would like to acknowledge the unwavering support and commitment of our
Board, management and staff, shareholders and other stakeholders as we embark on a new journey together
to re-launch the Company.
This short-form announcement is the responsibility of the directors and is only a summary of the information
in the full announcement and does not contain full or complete details.
Any investment decision should be based on the full announcement published on SENS and the issuers website
as a whole.
A copy of the unaudited interim results is available from the Company's website at www.kibo.energy and on
the JSE website at https://senspdf.jse.co.za/documents/2024/jse/isse/kbo/Kibo300624.pdf.
Clive Roberts
Chairman
Date: 23 December 2024
**ENDS**
This announcement contains inside information as stipulated under the Market Abuse Regulations (EU) no.
596/2014 ("MAR").
For further information please visit www.kibo.energy or contact:
Cobus van der Merwe info@kibo.energy Kibo Energy PLC Chief Executive Officer
James Biddle +44 207 628 3396 Beaumont Cornish Limited Nominated Adviser
Roland Cornish
Claire Noyce +44 (0) 20 3764 2341 Hybridan LLP Joint Broker
James Sheehan +44 20 7048 9400 Global Investment Strategy UK Limited Joint Broker
Beaumont Cornish Limited ('Beaumont Cornish') is the Company's Nominated Adviser and is authorised and
regulated by the FCA. Beaumont Cornish's responsibilities as the Company's Nominated Adviser, including
a responsibility to advise and guide the Company on its responsibilities under the AIM Rules for Companies
and AIM Rules for Nominated Advisers, are owed solely to the London Stock Exchange. Beaumont Cornish is
not acting for and will not be responsible to any other persons for providing protections afforded to customers
of Beaumont Cornish nor for advising them in relation to the proposed arrangements described in this
announcement or any matter referred to in it.
Johannesburg
24 December 2024
Corporate and Designated Adviser River Group
Date: 24-12-2024 09:00:00
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