Results for the Year Ended 31 December 2018

RNS Number : 1065D

Kibo Energy PLC

24 June 2019

Kibo Energy PLC (Incorporated in Ireland)

(Registration Number: 451931)

(External registration number: 2011/007371/10)

Share code on the JSE Limited: KBO

Share code on the AIM: KIBO

ISIN: IE00B97C0C31

("Kibo" or "the Company")

Dated: 24 June 2019

Kibo Energy PLC ('Kibo' or the 'Company')

Results for the Year Ended 31 December 2018

Kibo Energy PLC ("Kibo" or the "Company"), the multi-asset, Africa focused energy company, is pleased to release its consolidated annual financial results for the year ended 31 December 2018. 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 from the Company's website at www.kibo.energy. Details of the date and venue for this year's AGM will be announced on posting of the full Annual Financial Results.

Overview (2018 and 2019 YTD)

· Acquired majority interests in the Mabesekwa Coal Independent Power Project in Botswana, the Benga Power Plant Project in Mozambique, and a 60% equity interest in Mast Energy Developments Limited in the UK

· Country diversification to help insulate the Company from sovereign risk in addition to benefitting from sub-Saharan Africa's urgent and increasing demand for reliable, sustainable and affordable electricity

· Received confirmation from TANESCO that the Company can develop the Mbeya Coal to Power Project for the export market, subsequent to earlier notification from TANESCO that the MCPP did not qualify as one of the preferred applicants for the delivery of thermal coal power in Tanzania under a TANESCO tender round

· Feasibility study completed and submitted to the Ministry of Mineral Resources and Energy and Electricidade de Moçambique ahead of schedule for the Benga Project in Mozambique

· Mining Scoping Study completed for the Mabesekwa Project in Botswana with a feasibility study underway

· In line with the Company's strategy of becoming a dedicated energy development company, Kibo successfully completed the sale of the Haneti Nickel Project to Katoro Gold PLC

Chairman's Statement

2018 was transformational for the Company as we reoriented our business and implemented our strategy to be a global energy developer with multiple power projects focused primarily on Africa. This strategy has helped us to spread country and project risk and should present us with many opportunities within the strongly growing African energy sector.

The new energy projects in which we acquired majority interests during 2018 include the Mabesekwa Coal Independent Power Project ("MCIPP" or "Mabesekwa Project") in Botswana, the Benga Power Plant Project ("BPPP" or "Benga Project") in Mozambique, and a 60% equity interest in Mast Energy Developments Limited ("MED") in the UK. The latter acquisition is expected to provide us with an opportunity for revenue streams in the short term, whilst also creating an ability to leverage MED's experience in electricity generation to develop new energy projects in Africa through introducing and developing the UK Reserve Power business model alongside our existing coal-to-power projects on the continent.

The country diversification offered by our current African project portfolio is strategically positioned to help insulate the Company from sovereign risk whilst also granting us the opportunity to participate in the opportunity arising from sub-Saharan Africa's urgent and increasing demand for reliable, sustainable and affordable electricity.

Our board and management teams have spent many years operating in the international mining and energy sectors. Currently, the energy sector is in a state of flux across the African continent: only some 700 million of its 1.3 billion population have access to an electricity supply. In Mozambique and Tanzania, this access is limited to 24.2% and 32.8% of the population respectively, while Botswana will need to add up to 500MW of committed, dispatchable electricity generating capacity by 2040, in order to keep pace with demand. Even the UK power landscape is undergoing transformational change, driven primarily by the decarbonisation, decentralisation and digitisation of the power market, which could create a £6 billion flexibility market by 2030.

Kibo's projects are positioned to address these concerns. To this end, we remain focused on navigating the intricate agreements needed to bring them to commercialisation and maintaining good relationships with the various governments and international organisations that are vital to their continued progress. Through our experience on the project development path for the Mbeya Coal to Power Project ("MCPP") in Tanzania, we have established and strengthened key relationships and collaboration agreements with international energy development, engineering and financial firms such as SEPCOIII, General Electric and ABSA. In 2018, we continued to develop and strengthen these relationships. We signed a Strategic Development Agreement ("SDA") with SEPCOIII in July which would place the resources of one of the world's largest energy project developers behind Kibo in enhancing its business strategy and the development of its African energy assets. This SDA was backed with a commitment for a two-stage equity investment in Kibo and while a final decision regarding the SDA has not been made, given all conditions have not been met, discussions are ongoing. The Company also expanded its existing Collaboration Agreement with General Electric in August 2018 confirming it as the preferred technology partner and supplier to Kibo across all its current and future energy projects in Africa.

Our diversification strategy proved particularly prescient in February 2019 with the disappointing news that our MCPP did not qualify as one of the preferred applicants for the delivery of thermal coal power in Tanzania under a TANESCO tender round, delaying the construction of the project. While we strongly anticipated that the MCPP would be the first of our projects to be constructed, it is now on hold as we explore alternative options for it. I would like to remind shareholders that the failed tender bid only represented one opportunity to commercialise the MCPP and that alternative options such as power export to neighbouring countries, competing in any future coal to power tenders from TANESCO and negotiating power off-take agreements with local private enterprise are all potential revenue streams. We also continue to explore non-power related options to exploit the coal resource, including export, coal to gas production or coal sales to local off-takers.

We believe that the recent award of the pre-qualification tenders appears to reflect a political decision to keep closer national control of coal to power generation and does not denigrate the high quality of Kibo's tender bid, which we still believe offers the best and most advanced option for the fast-track development of a thermal coal plant in Tanzania. We are awaiting clarification from TANESCO as to why our bid failed despite repeated assurances that the MCPP was an integral part of Tanzania's plans for increased power capacity in the country, including a signed MOU in place for the negotiation of a Power Purchase Agreement ("PPA") between TANESCO and Kibo. There is still much uncertainty on what solutions will emerge to address Tanzania's electricity shortages, but the situation is dynamic and Kibo is well placed to be part of the mix at the appropriate time. What is certain, however, is the urgent demand for electricity and particularly substantial base load power generation in the country in the short term.

However, the Company has received confirmation from TANESCO that it can develop the MCPP for the export market. TANESCO has advised the Company that it is currently implementing interconnectors through Zambia, Tanzania and Kenya enabling power trade within the Eastern African Power Pool and Southern African Power Pool member countries. TANESCO has recommended that the Company engage these Power Pools to ensure participation in the high demand export market. Furthermore, the Company also remains engaged with TANESCO, regarding potential energy supply opportunities to the domestic market.

Although we are still committed to continue working closely with Government and all other local stakeholders on our project in Tanzania to our mutual benefit, the non-qualification of the MCPP's in the tender process means that we can, for the moment, focus more on our other projects in Africa and in the UK Reserve Power market where we have already achieved much progress.

The Benga Project in Mozambique (65% interest with an option to increase to 85%) is our first pure energy project, and we are very encouraged by its rapid progress. With Government support and a feasibility study completed and submitted to the Ministry of Mineral Resources and Energy ('MIREME') and Electricidade de Moçambique ('EDM') ahead of schedule, our focus is now on finalising the coal supply agreement ("CSA") and PPA with private off-takers.

The Mabesekwa Project in Botswana (85% interest) also presents an exciting opportunity for the Company and its shareholders. With a Mining Scoping Study complete, we are now progressing a feasibility study and waiting for a Mining Licence for the Mabesekwa Coal Mine.

Our final acquisition of the year was MED in the UK (60% interest), which is looking to support the UK energy mix with much needed flexible energy projects, a growing segment of the UK energy market. Most recently, MED executed a Sale and Purchase Agreement ("SPA") to acquire Bordersley Power Limited, a key milestone as it advances on its strategy to become a key player in the UK flexible power generation market. This transaction is expected to reach completion shortly.

On the corporate front, we completed the sale of our Haneti Nickel Project during 2018 to Katoro Gold PLC. This sale represented the divestment of the Company's last non-energy projects in line with our strategy of growing Kibo as a dedicated energy development company. Currently, Kibo holds a 57.57% majority interest in Katoro which, as well as Haneti, holds gold projects in northern Tanzania.

Kibo undertook three broker sponsored placings during 2018 and raised £2.75 million. It also completed full settlement of funds drawn down under its forward payment facility with Sanderson Capital Partners Limited signed in 2016. I would like to welcome First Equity Limited and SVS Securities Limited who we appointed as our new AIM joint brokers during 2018. I also note the internal re-assignment of roles on our Board and our appointment of Pieter Krugel as CFO of the Company during 2018, both of which have facilitated the seamless transition of the Company to a focused energy development company.

The result for the year amounted to a loss of £4,036,713 for the year ended 31 December 2018 (31 December 2017: £4,519,813) as detailed further in the Statement of Profit or Loss and Other Comprehensive Income.

Outlook

We remain focused on delivering our objective to build a leading multi-asset energy company and realising value from our four projects, which we anticipate will play major roles in the provision of energy to a variety of power-constricted markets. With our long-established international relationships, including the project financing agreement announced post period end with Wimmer Financial, we are well positioned to rapidly move onto the construction phases once we have, amongst other things, completed our already advanced PPA discussions. Our strength lies in our diversity. Each of our four projects represent a vast opportunity; I look forward with confidence to the time that our first project crosses the line.

Finally, I would once again like to thank our Board and especially our management under the stewardship of our CEO Louis Coetzee who continue to provide the drive and commitment to making Kibo a significant player in the African energy market.

_____________________________

Christian Schaffalitzky

Chairman

21 June 2019

Review of Activities

Introduction

During 2018 Kibo Energy PLC ("Kibo" or the "Company") focused primarily on advancing its African energy projects in Tanzania, Botswana and Mozambique. It also made significant progress under the management of MED in evaluating project sites to install small scale gas fired generators to serve the UK Reserve Power Market, where the Company anticipates opportunities to avail off revenue streams in the short term.

Mozambique - Benga Power Plant Project ("BPPP" or "Benga Project")

Kibo operates in Mozambique through a local joint venture company Benga Power Plant Limited ("BPPL") in which Kibo has 65% interest. BBPL holds the Benga Project in which Kibo's 65% beneficial interest is to be maintained by expenditure of up to £1 million towards the completion of a definitive feasibility study for the construction of a 250-300 MW coal fired thermal power plant in the north-western Tete province. During 2018, the Company finalised the BPPP acquisition with Termoeléctrica de Benga S.A. ("Termoeléctrica"), which holds the remaining 35% interest in the joint venture and mobilised resources to advance the Definitive Feasibility Study on the project. The Company has benefited from significant work already completed on the project by Termoeléctrica and its strong relationships with government agencies and other local stakeholders in the project. The following agreements, approvals and studies are already in place:

· authorisation from the Ministry of Mineral Resources and Energy to proceed with final feasibility study;

· a Memorandum of Understanding with Electricidade de Moçambique ("EDM"), the state-owned electricity generation and transmission company acknowledging and providing their support for its collaboration on the project;

· confirmation from the Zambesi River water authority (ARA Zambezi) that sufficient water will be available for the proposed coal-fuelled power plant;

· preliminary 5-year lease title over 59 hectares of land close to the two producing coal mines in the Tete Province which is expected to be extended to 50 years as a pre-requisite to power plant construction; and

· formal letters of comfort received from various power supply off-takers for up to 150 MW and positive response from nearby coal mines to discuss terms for the supply of coal to the proposed power station.

Since acquiring its 65% interest and taking control of managing the project, Kibo has commenced a Definitive Feasibility Study ("Benga DFS"), which will take the project through completion of a pre-feasibility study, an environmental impact study, detailed engineering and design, and a comprehensive financial model (the Benga DFS was completed in March 2019 with a final review currently in progress). The Benga DFS was given significant impetus towards the end of 2018 when BPPL re-negotiated and expanded its MOU with EDM. The expanded MOU, which already provided for collaboration on the Benga DFS, set out both parties intention to negotiate a PPA for EDM to be anchor off-taker for the power, assist in finalising project financing and in negotiating related commercial contracts. The DFS was aggressively advanced following the appointment of STEAG, a German energy consultancy, to execute the studies, and EPC specifications and PNO Consultants from South Africa, to conduct a grid integration study. Other work in progress includes the commencement of Phase 2 of the Environmental Impact Study and completion of a topographic survey (LIDAR survey) at the proposed power station site. In tandem with the engineering studies, negotiations on Coal Purchase Agreements with local mines and PPA negotiations with EDM and private power off-takers are also progressing well.

Botswana - Mabesekwa Project ("MCIPP" or "Mabesekwa Project")

Kibo established a strategic position in the Botswanan energy market with its acquisition of an 85% beneficial interest in the Mabesekwa Coal Independent Power Project in April 2018. The MCIPP is held in Botswanan registered company Kibo Energy Botswana (Pty) Limited in which Kibo and its joint venture partner, Sechaba Natural Resources Limited ("Sechaba"), from which it acquired its interest in the project, hold beneficial interests of 85% and 15% respectively. Kibo acquired its interest in the MCIPP from Sechaba by issuing it 153,710,030 of new Kibo shares, thereby making it a 27.13% shareholder in Kibo at the date of the transaction (currently at 18.43%). As part of the transaction Sechaba also retained some small royalties of US$0.5 and US$0.0225 per metric tonne of coal sold and kilowatts per hour of power produced respectively, payable from the assets of the project (coal mine & power plant). Additionally, for a period of 72 months from closure of the transaction, Kibo will have the right of first refusal to participate in any electricity generating projects within SADC countries that may be offered to Sechaba and on similar terms. Conversely, Sechaba will have the right of first refusal to participate in any coal export projects within SADC countries that may be offered to Kibo.

As per the announcement dated 21 June 2018, the assets of the MCIPP, in which Kibo holds its 85% attributable interest, include a 303 Mt Coal Resource and a concept study to construct a co-located coal fed thermal power plant with capacity of up to 600 MW located 64 km south-west of Botswana's second city, Francistown. The Company confirms that there has been no material change to the Mabesekwa Coal Resource since the Coal Resource estimate was first published as part of the announcement dated 21 June 2018. A pre-feasibility study on the coal mining element together with a scoping study for the construction of the power plant has already been completed by Sechaba Water and land use permits and environmental certification are also already in place at the site.

On acquiring the project in early 2018, Kibo commissioned an Independent Competent Person's Report ("CPR") from Gemecs (Pty) Ltd, South Africa, on the coal deposit that will form the feed stock to the planned thermal power plant. The CPR reported on washability tests carried out on the coal, which indicated potential to lower the ash content, increase the calorific value and lower the total sulphur content in order to maximise the coal yields for use in a thermal power plant. Additional testing of bulk samples from drill holes across the coal deposit yielded results which indicated that favourable coal quality for power generation can be achieved through industry standard beneficiation processes.

In November 2018, Kibo applied for a mining right over the Coal Resource and this is currently being processed by the Botswanan Department of Mines.

The Mabesekwa Project is ideally located to supply power to the South African market where there is an urgent demand for additional baseload power generation. The South African Government has provided for 3,750 MW to be supplied from independent cross-border coal to power projects in its Cross-Border Project procurement plan announced in 2016. The Mabesekwa Project is also well located to incorporate a solar energy component at the proposed thermal power plant and the Company will look to explore this further as part of the DFS.

Tanzania - Mbeya Project ("MCPP" or "Mbeya Project")

Kibo now has 100% interest in the Mbeya Project in southwest Tanzania, on which it has completed an Integrated Bankable Feasibility Study for the construction of a co-located coal mine and coal fired power station. During the first half of 2018, the Company continued to engage closely with TANESCO on finalising a PPA as a follow-on from the MOU on the terms for negotiating a PPA signed between the parties in February 2018. During this period, Kibo also continued to advance all other aspects of the MCPP in anticipation of concluding a PPA with TANESCO including the completion of the second phase of its school building & upgrade programme in villages close to the MCPP development site in southern Tanzania.

The announcement in September 2018 by TANESCO that it was issuing an open tender for companies to apply for pre-qualification to be considered as independent coal and gas power producers, and that companies with which it had already MOUs or was otherwise in negotiation with should also submit tenders, was unexpected. Following a subsequent cancellation and reinstatement of the tender process by TANESCO, Kibo re-submitted comprehensive and detailed documentation including its Integrated Bankable Feasibility Study for the MCPP in support of a tender application in December 2018. Regrettably, TANESCO informed Kibo by letter received on the 14th February 2019 that it had not pre-qualified from the tender process to be considered further as an independent coal to power producer. The Company is currently seeking full clarification from TANESCO on this decision and assessing alternative commercialisation options for the MCPP.

Despite the non-qualification of the MCPP in the recent tender round by TANESCO for coal generated power, the Company continues to hold the Mbeya (formerly Rukwa) Coal Resource. In September 2018, it received notification that the Mining Commission of Tanzania had recommended grant of a Special Mining Licence over the Resource. With Kibo's anticipated anchor off-taker for the power, TANESCO being not currently in the picture, the Company continues to investigate and develop alternative or co-existing outlets for both power and coal comprising, inter alia, export of power, power supply to local off takers, coal to local and export markets, and coal to gas conversion. The Company has received confirmation from TANESCO that it can develop the MCPP for the export market. TANESCO has advised the Company that it is currently implementing interconnectors through Zambia, Tanzania and Kenya enabling power trade within the Eastern African Power Pool and Southern African Power Pool member countries. TANESCO has recommended that the Company engage these Power Pools to ensure participation in the high demand export market. Furthermore, the Company also remains engaged with TANESCO, regarding potential energy supply opportunities to the domestic market. Kibo confirms that there has been no material change to the Mbeya Coal Resource since the Coal Resource estimate was first published as part of the RNS dated 11 April 2016, and the Company's attributable interest in the Resource is still 100%.

United Kingdom - Mast Energy Developments Limited ("MED")

The Company took its first steps into the UK Reserve Power generation market in 2018 with the acquisition of a 60% interest in UK company MED. MED is targeting the acquisition of appropriate sites upon which it plans to develop and operate gas fired generators and ancillary structures, to supply power to the UK Reserve Power generation market. The Reserve Power generation market is a growing segment of the UK energy market primarily due to the increasing percentage of renewable resources, particularly wind, contributing to the total power output, which has caused periods of under capacity on the UK electricity grid.

The acquisition was completed in October 2018 through the issue of 5.7 million new Kibo shares to the sellers for a deemed consideration of £300,000, and an agreement that the sellers would also receive 5% of Kibo's share of gross projects' revenues (royalties) under terms which require them to invest the royalties by subscribing for Kibo shares on a monthly basis up to a subscription value of £2.2 million. Other material terms of the acquisition include terms for Kibo to buy out the royalties at a 6% discount to their present value at discrete time points related to the cumulative operating capacity reached within the asset portfolios, and reciprocal options to buy out each other's remaining interest in MED once the total generating capacity in the projects reaches 150 MW.

In December 2018, Kibo announced that MED had acquired an exclusive option to evaluate and negotiate on the acquisition of three peaking power sites with total output capacity of 31.3MW. MED has since completed due diligence on two of these sites with an aggregate capacity of 25.2MW and has signed a Sale and Purchase Agreement ("SPA") on one of them, Bordersley Power Limited ("Bordersley"), a 5 MW gas-fuelled power generation plant. This transaction is expected to reach completion shortly. In tandem with this, MED is evaluating potential Engineering, Construction & Procurement ("EPC") providers for Bordersley and conditional offers of debt financing from two financial institutions. Both sites are planned to be operational in the last quarter of 2019 and the first quarter of 2020 respectively (subject to completion of the second acquisition).

Corporate

During 2018, the Company continued its strategy to divest its non-energy assets with the sale of its remaining exploration project, the Haneti Nickel project, to Katoro Gold PLC for a consideration of 15,384,615 newly issued shares in Katoro at a price per share of 1.3p valuing the project at £200,000. This follows the divestment of its gold assets, the Imweru & Lubando projects to Katoro during 2017.

Kibo undertook three broker sponsored placings during 2018 and raised £2.75 million through the issue of 55.742 million shares at prices of 4.25p and 5.25p per share. The Company also issued an additional 29.61 million shares in full settlement of funds drawn down under its forward payment facility with Sanderson Capital Partners Limited in the amounts of $568,712 and £1,115,067. On completion of the MCIPP and MED acquisitions, the Company issued a total of 159,424,316 consideration shares. Total new shares issued during 2018 came to 244,776,705 issued or deemed issued at price per share from 4.25p to 6.1p. During March 2019, Kibo has issued an additional 126,436,782 shares to Sanderson Capital Partners Limited ("Sanderson") to acquire the residual 2.5% equity interest that Sanderson held in the MCPP at a deemed price of 1.3p.

The Company undertook a Board re-structuring during 2018, which included the appointment of Pieter Krugel as Chief Financial Officer. The Company believes that this re-structuring will better align the core skill sets of management with Kibo's new positioning as a focused international energy project developer.

The Company also appointed First Equity Limited and SVS Securities Limited as its new joint corporate broker during 2018 to replace Beaufort Securities Limited. The Company changed its name at its AGM at the end of July from Kibo Mining plc to Kibo Energy PLC to reflect is new sole focus on energy project development and appointed Crowe U.K. LLP as its new statutory auditors.

_______________________________

Louis Coetzee

Chief Executive Officer

21 June 2019

Consolidated Statement of Profit or Loss and Other Comprehensive Income

		GROUP
		31 December 2018	31 December 2017
		Audited	Audited
	Note	£	£

Revenue		-	-
Administrative expenses		(2,045,613)	(1,871,697)
Impairment of intangible assets	10	(912,892)	-
Listing and Capital raising fees		(336,807)	(908,543)
Exploration expenditure		(779,443)	(1,741,018)

Operating loss		(4,074,755)	(4,521,258)
Investment and other income	2	38,042	1,445
Loss on ordinary activities before tax		(4,036,713)	(4,519,813)

Taxation	6	-	-
Loss for the period		(4,036,713)	(4,519,813)

Other comprehensive (loss)/ gain:
Items that may be classified subsequently to profit or loss:
Exchange differences on translation of foreign operations		(401,751)	16,985
Other Comprehensive (loss)/gain for the period net of tax		(401,751)	16,985

Total comprehensive loss for the period		(4,438,464)	(4,502,828)

Loss for the period		(4,036,713)	(4,519,813)
Attributable to the owners of the parent		(3,388,778)	(3,712,707)
Attributable to the non-controlling interest	18	(647,935)	(807,106)

Total comprehensive loss for the period		(4,438,464)	(4,502,828)
Attributable to the owners of the parent		(3,776,894)	(3,689,196)
Attributable to the non-controlling interest		(661,570)	(813,632)


Loss Per Share

Basic loss per share	8	(0.006)	(0.010)
Diluted loss per share	8	(0.006)	(0.010)

The financial statements were approved and authorised for issue by the Board of Directors 21 June 2019 and signed on its behalf by:

On behalf of the Board

__________________ ________________________

Christian Schaffalitzky Noel O'Keeffe

		GROUP
		31 December 2018	31 December 2017
		Audited	Audited (Restated)
	Note	£	£
Assets
Non‑Current Assets
Property, plant and equipment	9	20,240	7,650
Intangible assets	10	26,059,525	17,596,105
Goodwill	11	300,000	-

Total non-current assets		26,379,765	17,603,755

Current Assets
Trade and other receivables	12	89,349	59,046
Cash	13	654,158	766,586

Total current assets		743,507	825,632

Total Assets		27,123,272	18,429,387

Equity and Liabilities
Equity
Called up share capital	14	17,240,017	14,015,670
Share premium account	14	39,205,318	28,469,750
Control reserve	15	(18,329)	(213,053)
Share based payment reserve	16	41,807	556,086
Translation reserve	17	(656,622)	(268,506)
Retained deficit		(29,399,788)	(26,534,653)
Attributable to equity holders of the parent		26,412,403	16,025,294
Non-controlling interest 18		409,171	927,107
Total Equity		26,821,574	16,952,401

Liabilities
Current Liabilities
Trade and other payables	19	301,698	266,218
Borrowings	20	-	1,210,768

Total Current Liabilities		301,698	1,476,986
Total Equity and Liabilities		27,123,272	18,429,387

Consolidated Statement of Financial Position

The financial statements were approved and authorised for issue by the Board of Directors on 21 June 2019 and signed on its behalf by:

On behalf of the Board

_____________________ ________________________

Christian Schaffalitzky Noel O'Keeffe

Company Statement of Financial Position

		Company
		31 December 2018	31 December 2017
		Audited	Audited
	Note	£	£
Non‑Current Assets
Investments in group undertakings	21	37,890,651	3,468,224
Trade and other receivables	12	333,495	24,402,788

Total Non- current assets		38,224,146	27,871,012

Current Assets
Trade and other receivables	12	282	413
Cash	13	38,974	5,690

Total Current assets		39,256	6,103

Total Assets		38,263,402	27,877,115

Equity and Liabilities
Equity
Called up share capital	14	17,240,017	14,015,670
Share premium	14	39,205,318	28,469,750
Share based payment reserve	16	-	514,279
Translation reserves	17	-	14,723
Retained deficit		(18,277,005)	(16,434,811)
Total Equity		38,168,330	26,579,611

Liabilities
Current Liabilities
Trade and other payables	19	95,072	86,736
Borrowings	20	-	1,210,768

Total liabilities		95,072	1,297,504
Total Equity and Liabilities		38,263,402	27,877,115

The financial statements were approved and authorised for issue by the Board of Directors on 21 June 2019 and signed on its behalf by:

On behalf of the Board
_______________________ ________________________

Christian Schaffalitzky Noel O'Keeffe

Consolidated Statement of Changes in Equity

GROUP	Share Capital	Share premium	Share based payment reserve	Control reserve (Restated)	Foreign currency translation reserve	Retained deficit	Non-controlling interest (Restated)	Total equity
	£	£	£	£	£	£	£	£

Balance as at 1 January 2017	13,603,965	27,318,262	514,279	-	(285,491)	(23,625,367)	(1,435)	17,524,213
Loss for the year	-	-	-	-	-	(3,712,707)	(807,106)	(4,519,813)
Adjustment arising from change in non-controlling interest	-	-	-	(213,053)	(302,117)	803,421	1,742,174	2,030,425
Other comprehensive loss - exchange differences on translating foreign operations	-	-	-	-	319,102	-	(6,526)	312,576
Share options issued during the current period	-	-	41,807	-	-	-	-	41,807
Proceeds of share issue of share capital	411,705	1,151,488	-	-	-	-	-	1,563,193
	411,705	1,151,488	41,807	(213,053)	16,985	(2,909,286)	928,542	(571,812)
Balance as at 31 December 2017 (Restated - Refer to note 26)	14,015,670	28,469,750	556,086	(213,053)	(268,506)	(26,534,653)	927,107	16,952,401
Loss for the year	-	-	-	-	-	(3,388,778)	(647,935)	(4,036,713)
Adjustment arising from change in non-controlling interest	-	-	-	194,724	-	9,364	143,634	347,722
Other comprehensive loss - exchange differences on translating foreign operations	-	-	-	-	(388,116)	-	(13,635)	(401,751)
Proceeds of share issue of share capital	3,224,347	10,735,568	-	-	-	-	-	13,959,915
Reclassification of share based payment reserve on expired share options	-	-	(514,279)	-	-	514,279	-	-
	3,224,347	10,735,568	(514,279)	194,724	(388,116)	(2,865,135)	(517,936)	9,869,173
Balance as at 31 December 2018	17,240,017	39,205,318	41,807	(18,329)	(656,622)	(29,399,788)	409,171	26,821,574
Note	14	14	16	15	17		18

The financial statements were approved by the Board of Directors and authorised for issue on 21 June 2019 and signed on its behalf by

On behalf of the Board

________________________________ ________________________

Christian Schaffalitzky Noel O'Keeffe

Company Statement of Changes in Equity

COMPANY	Share capital	Share premium	Share based payment reserve	Foreign currency translation reserve	Retained deficit	Total equity
	£	£	£	£	£	£

Balance as at 1 January 2017	13,603,965	27,318,262	514,279	47,430	(13,164,891)	28,319,045
Loss for the year	-	-	-	-	(3,269,920)	(3,269,920)
Other comprehensive loss - exchange differences on translating foreign operations	-	-	-	(32,707)	-	(32,707)
Proceeds of issue of share capital	411,705	1,151,488	-	-	-	1,563,193
	411,705	1,151,488	-	(32,707)	(3,269,920)	(1,739,434)
Balance as at 31 December 2017	14,015,670	28,469,750	514,279	14,723	(16,434,811)	26,579,611
Loss for the year	-	-	-	-	(2,356,473)	(2,356,473)
Other comprehensive loss - exchange differences on translating foreign operations	-	-	-	(14,723)	-	(14,723)
Reclassification of share based payment reserve on expired share options	-	-	(514,279)	-	514,279	-
Proceeds of issue of share capital	3,224,347	10,735,568	-	-	-	13,959,915
	3,224,347	10,735,568	(514,279)	(14,723)	(1,842,194)	11,588,719
Balance as at 31 December 2018	17,240,017	39,205,318	-	-	(18,277,005)	38,168,330
Note	14	14	16	17

The financial statements were approved by the Board of Directors and authorised for issue on 21 June 2019 and signed on its behalf by

On behalf of the Board

_______________________ ________________________

Christian Schaffalitzky Noel O'Keeffe

Consolidated Statement of Cash Flows

		GROUP
		31 December 2018	31 December 2017
		Audited	Audited
	Notes	£	£

Cash flows from operating activities
Loss for the period before taxation		(4,036,713)	(4,519,813)
Adjustments for:
Impairment of intangible assets	10	912,892	-
Foreign exchange (gain)/loss	2	(270,881)	249,437
Depreciation on property, plant and equipment	9	6,805	2,738
Cost settled through the issue of shares	16	126,966	260,000
Deal cost settled in shares		-	155,539
Movement in provisions		-	(115,663)
Deemed cost of listing		-	206,680
		(3,260,931)	(3,761,082)
Movement in working capital
Increase in debtors	12	(30,303)	(8,413)
(Decrease)/Increase in creditors	19	35,480	119,838
		5,177	111,425
Net cash outflows from operating activities		(3,255,754)	(3,649,657)

Cash flows from financing activities
Proceeds of issue of share capital	14	3,100,000	1,817,743
Repayment of borrowings	20	(200,000)	-
Proceeds from borrowings	20	251,565	1,751,928
Net cash proceeds from financing activities		3,151,565	3,569,671

Cash flows from investing activities
Net cash flow from acquisition of subsidiaries	11	-	465,408
Purchase of property, plant and equipment	9	(21,494)	(1,175)
Net cash flows investing activities		(21,494)	464,233

Net increase in cash		(125,683)	384,247
Cash at beginning of period		766,586	382,339
Exchange movement		13,255	-
Cash at end of the period	13	654,158	766,586

Company Statement of Cash Flow

		COMPANY
		31 December 2018	31 December 2017
		Audited	Audited
	Notes	£	£
Cash flows from operating activities

Loss for the period before taxation Adjusted for:		(2,356,473)	(3,269,920)
Foreign exchange movement		12,437	-
Share based payments	16	104,302	195,000
Impairment of investment in subsidiary	21	1,633,628	1,891,777
Movement in provisions		-	(115,663)
		(606,106)	(1,298,806)

Movement in working capital
(Increase) / Decrease in debtors	12	131	277
(Decrease) / Increase in creditors	19	8,336	51,733
		8,467	52,010
Net cash outflows from operating activities		(597,639)	(1,246,796)

Cash flows from financing activities

Proceeds of issue of share capital	14	2,750,000	500,000
Repayment of borrowings	20	(200,000)	-
Proceeds from borrowings	20	251,565	1,748,840
Net cash proceeds from financing activities		2,801,565	2,248,840

Cash flows from investing activities
Net cash flow from acquisition of subsidiaries		(75,000)	-
Cash advances to Group Companies		(2,095,642)	(1,018,436)
Net cash used in investing activities		(2,170,642)	(1,018,436)

Net increase/(decrease) in cash		33,284	(16,392)
Cash at beginning of period		5,690	22,082
Cash at end of the period	13	38,974	5,690

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 two divisions as operating segments - mining and corporate. These operating segments are monitored and strategic decisions are made based upon them together with other non-financial data collated from exploration activities. Principal activities for these operating segments are as follows:

2018 Group	Mining and Exploration	Corporate	31 December 2018 (£)
	Group	Group	Group
Revenue	-	-	-
Administrative cost	-	(2,045,613)	(2,045,613)
Impairment of intangible assets	-	(912,892)	(912,892)
Listing and Capital raising fees	-	(336,807)	(336,807)
Exploration expenditure	(779,443)	-	(779,443)
Investment and other income	38,042	-	38,042
Tax	-	-	-
Loss after tax	(741,401)	(3,295,312)	(4,036,713)

2017 Group	Mining and Exploration	Corporate	31 December 2017 (£)
	Group	Group	Group
Revenue	-	-	-
Administrative cost	-	(1,871,697)	(1,871,697)
Capital raising fees	-	(908,543)	(908,543)
Exploration expenditure	(1,741,018)	-	(1,741,018)
Investment and other income	1,445	-	1,445
Tax	-	-	-
Loss after tax	(1,739,573)	(2,780,240)	(4,519,813)

2018 Group	Mining	Corporate	31 December 2018 (£)
	Group	Group	Group
Assets
Segment assets	27,084,016	39,256	27,123,272

Liabilities
Segment liabilities	206,626	95,072	301,698

Other Significant items
Depreciation	6,805	-	6,805

2017 Group	Mining	Corporate	31 December 2017 (£)
	Group	Group	Group
Assets
Segment assets	18,423,284	6,103	18,429,387

Liabilities
Segment liabilities	264,562	1,297,504	1,562,066

Other Significant items
Depreciation	2,738	-	2,738

Geographical segments

The Group operates in six principal geographical areas - Corporate (Ireland, Cyprus, South Africa, Canada & United Kingdom) and Mining (Tanzania).

	Tanzania	Ireland, United Kingdom, South Africa, Cyprus and Canada	31 December 2018 (£)
	Group	Group	Group
Major Operational indicators
Carrying value of segmented assets	27,084,016	39,256	27,123,272
Loss after tax	(766,748)	(3,269,966)	(4,036,713)


	Tanzania Group	Ireland, United Kingdom, South Africa, Cyprus and Canada Group	31 December 2017 (£) Group
Major Operational indicators
Carrying value of segmented assets	18,423,284	6,103	18,429,387
Loss after tax	(1,626,824)	(2,892,989)	(4,519,813)

2. Investment and other Income

	31 December 2018 (£)	31 December 2017 (£)
Foreign exchange gains	13,948	463
Other income	24,094	982
	38,042	1,445

3. Loss on ordinary activities before taxation

Operating loss is stated after the following key transactions:	31 December 2018 (£) Group	31 December 2017 (£) Group
Depreciation of property, plant and equipment of Group financial statements	6,805	2,738
Auditors' remuneration for audit of Group and Company financial statements	45,000	35,000
Auditors' remuneration audit of the financial statements of the company's subsidiaries	22,000	2,500

4. Staff costs (including Directors)

	Group 31 December 2018 (£)	Group 31 December 2017 (£)	Company 31 December 2018 (£)	Company 31 December 2017 (£)
Wages and salaries	663,470	876,628	353,484	502,677
Share based remuneration	-	260,000	-	260,000
	663,470	1,136,628	353,484	762,677

The average monthly number of employees (including Executive Directors) during the period was as follows:

	Group 31 December 2018 (£)	Group 31 December 2017 (£)	Company 31 December 2018 (£)	Company 31 December 2017 (£)
Exploration activities	10	10	1	1
Administration	6	6	1	1
	16	16	2	2

5. Directors' emoluments

	Group 31 December 2018 (£)	Group 31 December 2017 (£)	Company 31 December 2018 (£)	Company 31 December 2017 (£)
Basic salary and fees	441,558	464,210	353,484	338,578
Share based payments	-	195,000	-	195,000
	441,558	659,210	353,484	533,578

The emoluments of the Chairman were £15,963 (2017 £13,135).

The emoluments of the highest paid director were £198,552 (2017: £260,210).

Directors received shares to the value of £ NIL during the year (2017: £195 000).

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 2018		Salary and fees £		Share based payments £		Total £
Christian Schaffalitzky		15,963		-		15,963
Louis Coetzee		198,552		-		198,552
Noel O'Keeffe		88,039		-		88,039
Lukas Maree		54,947		-		54,947
Wenzel Kerremans		13,272		-		13,272
Andreas Lianos		70,785		-		70,785
Total		441,558		-		441,558
31 December 2017	Salary and fees £		Share based payments £		Total £
Christian Schaffalitzky	13,135		-		13,135
Louis Coetzee	195,210		65,000		260,210
Noel O'Keeffe	125,632		65,000		190,632
Lukas Maree	13,772		-		13,772
Wenzel Kerremans	13,115		-		13,115
Andreas Lianos	103,346		65,000		168,346
Total	464,210		195,000		659,210

£195,000 convertible loan notes were issued to Directors of the Company who are also members of its Executive committee on 27 September 2017. The loan notes issued were in lieu of bonus shares due as part of an interim award approved by the Kibo board on 24 April 2017. On 28 September 2017, these directors elected to convert their loan notes into Kibo shares. These resultant number of shares issued amount to 3,900,000 ordinary shares at an issue price of £0.05 per share, calculated in accordance with the Note Term Sheet.

6. Taxation

Current tax

	31 December 2018 (£)	31 December 2017 (£)
Charge for the period in Ireland, Canada, Republic of South Africa, Cyprus, United Kingdom and Republic of Tanzania	-	-
Total tax charge	-	-

The difference between the total current tax shown above and the amount calculated by applying the standard rate of Irish corporation tax of 12.5% to the loss before tax is as follows:

	2018 (£)	2017 (£)
Loss on ordinary activities before tax	(4,036,713)	(4,519,813)

Income tax expense calculated at 12.5% (2017: 12.5%)	(504,589)	(564,977)

Income which is not taxable	-	-
Expenses which are not deductible	114,111	97,199
Losses available for carry forward	390,478	467,778
Income tax expense recognised in the Statement of Profit or Loss	-	-

The effective tax rate used for the December 2018 and December 2017 reconciliations above is the corporate rate of 12.5% payable by corporate entities in Ireland on taxable profits under tax law in that jurisdiction.

No provision has been made for the 2018 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 £25,000,200 (2017: £21,876,379) available for potential offset against future profits which equates to an estimated potential deferred tax asset of £3,125,024 (2017: £2,734,547). 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.

7. Loss of parent Company

As permitted by Section 293 of the Companies Act 2014, the Statement of Profit or Loss of the parent Company has not been separately disclosed in these financial statements. The parent Company's loss for the financial period was £2,356,473 (2017: £3,269,920).

8. Loss per share

Basic loss per share

The basic loss and weighted average number of ordinary shares used for calculation purposes comprise the following:

Basic Loss per share	31 December 2018 (£)	31 December 2017 (£)
Loss for the period attributable to equity holders of the parent	(3,388,778)	(3,712,707)

Weighted average number of ordinary shares for the purposes of basic loss per share	565,932,121	372,255,127

Basic loss per ordinary share	(0.006)	(0.010)

As there are no instruments in issue which have a dilutive impact, the dilutive loss per share is equal to the basic loss per share, and thus not disclosed separately.

9. Property, plant and equipment

GROUP

			Furniture and Fittings		Motor Vehicles	Office Equipment	I.T Equipment	Plant & Machinery		Total
Cost			(£)		(£)	(£)	(£)	(£)		(£)
Opening Cost as at 1 January 2017			121,309		219,292	45,693	31,549	5,672	423,515

Additions			1,004		-	-	171	-	1,175
Exchange movements			(6,521)		(19,326)	(7,285)	(5,026)	1,745	(36,413)

Closing Cost as at 31 December 2017			115,792		199,966	38,408	26,694	7,417	388,277

Disposals	1	1	-		(114,927)	-	-	-	(114,927)
Additions		-	1,354		16,396	1,118	2,164	462	21,494
Exchange movements			5,837		5,340	1,419	1,658	942	15,196

Closing Cost as at 31 December 2018			122,983		106,775	40,945	30,516	8,821	310,040

				Furniture and Fittings	Motor Vehicles	Office Equipment	I.T Equipment	Plant & Machinery			Total
Accumulated Depreciation ("Acc Depr")				(£)	(£)	(£)	(£)	(£)			(£)
Acc Depr as at 1 January 2017				120,839	219,292	40,660	27,945	5,672	414,408

Depreciation				856	-	905	977	-	2,738
Exchange Movements				(6,897)	(19,326)	(7,333)	(4,708)	1,745	(36,519)
Acc Depr as at 31 December 2017				114,798	199,966	34,232	24,214	7,417	380,627

Disposals				-	(114,927)	-	-	-	(114,927)
Depreciation				314	3,712	1,254	1,063	462	6,805
Exchange movements				7,075	5,341	2,032	1,905	942	17,295

Acc Depr as at 31 December 2018				122,187	94,092	37,518	27,182	8,821	289,800

				Furniture and Fittings	Motor Vehicles	Office Equipment	I.T Equipment	Plant & Machinery	Total
Carrying Value				(£)	(£)	(£)	(£)	(£)	(£)
Carrying value as at 31 December 2017				994	-	4,176	2,480	-	7,650
Carrying value as at 31 December 2018				796	12,683	3,427	3,334	-	20,240

10. Intangible assets

Intangible assets consist solely of separately identifiable prospecting and exploration assets acquired either through business combinations or through separate asset acquisitions. These intangible assets are recognised at the respective fair values of the underlying asset acquired, or where the fair value of the underlying asset acquired is not readily available, the fair value of the consideration.

The following reconciliation serves to summarise the composition of intangible prospecting assets as at period end:

	Mabesekwa Coal to Power Project (£)	Mbeya Coal to Power Project (£)	Lake Victoria Project (£)	Total (£)
Valuation as at 1 January 2017	-	15,896,105	1,700,000	17,596,105
Impairment of prospecting asset	-	-	-	-
Reversal of impairment of licences	-	-	-	-
Carrying value as at 1 January 2018	-	15,896,105	1,700,000	17,596,105
Acquisition of an 85% equity interest in the Mabesekwa Coal Independent Power Project	9,376,312	-	-	9,376,312
Impairment of prospecting asset	-	-	(912,892)	(912,892)
Carrying value as at 31 December 2018	9,376,312	15,896,105	787,108	26,059,525

Intangible assets are not amortised, due to the indefinite useful life which is attached to the underlying prospecting rights and/or intellectual property acquired, until such time that active mining operations commence, which will result in the intangible asset being amortised over the useful life of the relevant mining licences.

Intangible assets with an indefinite useful life are assessed for impairment on an annual basis, against the prospective fair value of the intangible asset. The valuation of intangible assets with an indefinite useful life is reassessed on an annual basis through valuation techniques applicable to the nature of the intangible assets.

One or more of the following facts or circumstances indicate that an entity should test exploration and evaluation assets for impairment:

· the period for which the entity has the right to explore 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;

· exploration for and evaluation of mineral resources in the specific area have not led to the discovery of commercially viable quantities of mineral resources and the entity has decided to discontinue such activities in the specific area; and

· sufficient data exist to indicate that, although a development in the specific area is likely to proceed, the carrying amount of the exploration and evaluation asset is unlikely to be recovered in full from successful development or by sale.

In assessing whether a write-down is required in the carrying value of a potentially impaired intangible asset, the asset's carrying value is compared with its recoverable amount. The recoverable amount is the higher of the asset's fair value less costs to sell and value in use. The valuation techniques applicable to the valuation of the abovementioned intangible assets comprise a combination of fair market values, discounted cash flow projections and historic transaction prices.

The following key assumptions influence the measurement of the intangible assets' recoverable amounts, based on the value in use calculations performed:

• currency fluctuations and exchange movements applicable to model;

• commodity prices related to ore reserve and forward looking statements;

• expected growth rates in respect of production capacity;

• cost of capital related to funding requirements;

• applicable discounts rates, inflation and taxation implications;

• future operating expenditure for extraction and mining of measured mineral resources; and

• co-operation of key project partners going forward.

Through review of the project specific financial, operational, market and economic indicators applicable to the above intangible assets, as well as consideration of the various elements which contribute toward the indication of impairment of exploration and evaluation assets, a partial impairment of the Lake Victoria Gold intangible asset was identified, as detailed in the latter part of this note. A summary of the assessment performed for each of the intangible assets are detailed below.

Mbeya Coal to Power Project

The Group's flagship exploration/prospecting asset remains its 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.

A Definitive Feasibility Study has been conducted on the project which underpinned its value and confirmed an initial rate of return of 69.2%. 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.

An Integrated Bankable Feasibility Study report for the entire project indicated total potential revenues of US$ 7.5-8.5 billion over an initial 25-year mine life, post-tax equity IRR between 21-22%, debt pay-back period of 11-12 years and a construction period of 36 months.

During the 2018 financial period, the Group continued to pursue various avenues in order to securing a formal binding Power-Purchase Agreement with the Tanzania Electricity Supply Company ("TANESCO"). 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.

Further engagement with TANESCO has subsequently culminated in the receipt of a formal notice from TANESCO inviting the Group it to develop the Mbeya Coal to Power Project for the export market and thereby enabling the Company to engage with the African Power Pools regarding potential off-take agreements.

As at year end, taking into account the various aspects listed above, the Group concluded that none of the impairment indicators had been met in relation to the Mbeya Coal assets.

Lake Victoria Project

During the year, the Group (through a 55.5% shareholding (as at 31 December 2018) owned in AIM-listed subsidiary Katoro Gold plc) completed all technical aspects of the pre-feasibility study ("PFS"). However, due to changes in the Tanzanian mining legislation and associated mining regulations the Group suspended completion of the other elements of the PFS to conduct further assessments to determine the extent to which the new legislation and regulations could impact the viability of the project.

Having completed this assessment, the Group concluded that there was still an upside in exploration and development potential for the further development of the project, however the immediate benefit to the Group would be through development of more advanced projects.

As at year end, taking into consideration the decision to suspend temporarily the further exploration of the Lake Victoria Project, the Group re-assessed the fair value of intangible assets with an indefinite useful life utilising an open market valuation based on offers received on the specific resource, concluding that there exists a potential impairment as the fair value of these intangible assets does not exceed the carrying value.

Thus, as at year end, an impairment amounting to £912,892 was recognised, in relation to the Lake Victoria Project.

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 project comprises early stage development of a coal resource with the aim of developing a coal mine and associated thermal power plant. This acquisition was in line with the Group's strategy of positioning itself as a strategic regional electricity supplier in Southern Africa and creates many synergies with the MCPP in Tanzania.

As a result of the acquisition, 153,710,030 ordinary shares in Kibo were issued to Sechaba Natural Resources Limited ("Sechaba"). Sechaba retained a 15% interest in the Mabesekwa Coal Independent Power Project and were granted the right to have its managing director (holding the role at the date of acquisition) gain a seat on Kibo's board of directors (no Sechaba representative currently sits on the Kibo board with Mr Mashale Phumaphi's resignation). 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 is located approximately 40km east of the village of Tonata and approximately 50km southwest of Francistown, Botswana's second largest city. Certain aspects of the Project have been advanced previously by Sechaba Natural Resources Limited ("Sechaba"), including water and land use permits and environmental certification. Mabesekwa consists of a 300Mt subset of a coal deposit which contained an insitu resource of approximately 777Mt at the time of the Kibo acquisition (the balance of which the MCIPP holding company does not have any interest in).

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.

Kibo has furthermore, submitted a formal full mining right application to the Botswana's Department of Mines.

As at year end, taking into account the progress made in relation to the Mabesekwa Coal Independent Power Project since acquisition, the Group concluded that none of the impairment indicators had been met in relation to the Mabesekwa Coal assets.

11. Acquisition and Disposal of interests in other entities

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. This acquisition was in line with the Group's strategy of positioning itself as a strategic regional electricity supplier in Southern Africa and creates many synergies with the MCPP in Tanzania.

MAST Energy Development Limited

The Group acquired a 60% equity interest in 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 Development 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.

Benga Power Project

Kibo entered into a Joint Venture Agreement with Mozambique energy company Termoeléctrica de Benga S.A. to participate in the further assessment and potential development of the Benga Independent Power Project ('BIPP'). The assets associated with the acquisition were transferred into a newly incorporated entity in which Kibo and Termoeléctrica hold initial participation interests of 65% and 35% respectively, which Kibo obtained for no consideration on commencement. As disclosed in the significant judgement section of the financial results, Kibo is not able to exercise control over the operations of the newly incorporated entity, therefore the investment is recognised as a Joint Venture for financial reporting purposes, which requires the recognition of the participants interest in the net revenue of the Joint Venture's operations.

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.

Kibo Nickel Limited

The Group disposed of its entire interest in Kibo Nickel Ltd and its wholly owned subsidiary, Eagle Exploration Ltd (hereinafter referred to as "Kibo Nickel Group"), to Katoro Gold Plc for the purchase consideration of £200,000, settled through the issue of 15,384,615 ordinary shares in Katoro Gold Plc, effective from 3 December 2018.

The Group retained an indirect controlling equity interest (55.53%) in the Kibo Nickel Group, through its directly held subsidiary, Katoro Gold PLC. As the change in Kibo's equity interest in the Kibo Nickel Group did not result in a loss of control, the transaction was recognised as a transaction with owners in their capacity as owners.

12. Trade and other receivables

	Group 2018 (£)	Group 2017 (£)	Company 2018 (£)	Company 2017 (£)

Amounts falling due over one year:
Amounts owed by group undertakings	-	-	333,495	24,402,788

Amounts falling due within one year:
Other debtors	89,349	59,046	282	413
	89,349	59,046	333,777	24,403,201

The nature of amounts owed by Group undertakings is such that the expected recovery thereof is in excess of one year, and is thus classified as amounts falling due after one year.

The carrying value of current trade and other receivables approximates their fair value.

Amounts owed by Group undertakings represent inter-company loans between the Company and its subsidiaries. They have no fixed repayment terms, bear no interest and are unsecured, resulting in the recognition of the receivable as a non-current asset due to settlement being extended beyond 12 months.

During the period the Board resolved to capitalise inter-company loans and convert the respective loans owed by subsidiaries into share capital in order to adhere to international transfer pricing regulation and this resulted in a corresponding decrease in amounts owed by group undertakings.

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.

13. Cash

	Group (£)		Company (£)
Cash consists of:	2018	2017	2018	2017

Short term convertible cash reserves	654,158	766,586	38,974	5,690
	654,158	766,586	38,974	5,690

Cash has not been ceded, or placed as encumbrance toward any liabilities as at year end.

14. Share capital - Group and Company

	2018	2017
Authorised equity
1,000,000,000 (2017: 1,000,000,000) Ordinary shares of €0.015 each 3,000,000,000 Deferred shares of €0.009 each	€15,000,000 €27,000,000	€15,000,000 €27,000,000
	€42,000,000	€42,000,000

Allotted, issued and fully paid shares
(2018: 640,031,069 Ordinary shares of €0.015 each)	£7,982,942	-
(2017: 395,254,364 Ordinary shares of €0.015 each)	-	£4,758,595
(1,291,394,535 Deferred shares of €0.009 each)	£9,257,075	£9,257,075
	£17,240,017	£14,015,670

	Number of Shares	Ordinary Share Capital (£)	Deferred Share Capital (£)	Share Premium (£)	Treasury shares (£)


Balance at 31 December 2017	395,254,364	4,758,595	9,257,075	28,469,750	-

Shares issued during the period	244,776,705	3,224,347	-	10,735,568	-

Balance at 31 December 2018	640,031,069	7,982,942	9,257,075	39,205,318	-

All ordinary shares issued have the right to vote, right to receive dividends, a copy of the annual report, and the right to transfer ownership of their shares.

The Deferred Shares will not entitle holders to receive notice of, or attend or vote at any general meeting of the Company or to receive a dividend or other distribution or to participate in any return on capital on a winding up other than the nominal amount paid following a substantial distribution to the holders of the Ordinary Shares in the Company. Accordingly, for all practical purposes the

Deferred Shares will be valueless, and it is the board's intention at the appropriate time, to purchase the Deferred Shares at an aggregate consideration of €1.

15. 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.

16. Share based payments

Share based payment reserve

The following reconciliation serves to summarise the composition of the share based payment reserve as at period end:

	Group (£)
	2018	2017
Opening balance of share based payment reserve	556,086	514,279
Issue of share options and warrants	-	41,807
Reclassification of share based payment reserve on expired share options	(514,279)	-
	41,807	556,086

Share options and warrants in the current year relate to 1,208,333 ordinary shares in Katoro Gold PLC Group, issued to directors of Katoro Gold Plc. The fair value of the warrants issued have been determined using the Black-Scholes option pricing model. The fair value at the date of the grant per warrant was £0.06.

	Company (£)
	2018	2017
Opening balance of share based payment reserve	514,279	514,279
Reclassification of share based payment reserve on expired share options	(514,279)	-
	-	514,279

Expenses settled through the issue of shares

The Group recognised the following expense related to equity settled share based payment transactions:

	2018 (£)	2017 (£)

Geological expenditure settled*	22,616	13,194
Listing and capital raising fees	104,302	908,543
	126,918	921,737

* The Group issued 779,878 (2017: 277,768) ordinary shares of €0.010 (2017: €0.015) par value each in the capital of the Company to exploration service providers in settlement of invoices for a total amount of £22,616 (2017: £13,194). The shares issued were in respect of invoices for geological and investor relations services by Katoro Gold PLC (2017: Kibo Energy PLC).

The Company recognised the following expense related to equity settled share based payment transactions:

	2018 (£)	2017 (£)

Listing and capital raising fees	104,302	195,000
	104,302	195,000

At 31 December 2018 the Company had Nil options and Nil warrants outstanding. The previously issued Options and Warrants, as listed below, had all expired, with the corresponding share based payment charge being reclassified through equity in the Group & Company Statement of Changes in Equity.

	Date of Grant	Exercise start date	Expiry date	Exercise Price	Number Granted	Exercisable as at 31 December 2018
Options	02 Jun 15	02 Jun 15	1 Jun 18	5p	14,399,333	-



Warrants	20 Feb 15	24 Mar 15	23 Mar 18	9p	10,000,000	-


Total Contingently Issuable shares						-

Reconciliation of the quantity of share options in issue:

	Group		Company
	2018	2017	2018	2017
Opening balance	14,399,333	14,399,333	14,399,333	14,399,333
Expiration of share options	(14,399,333)	-	(14,399,333)	-
	-	14,399,333	-	14,399,333

Reconciliation of the quantity of warrants in issue:

	Group		Company
	2018	2017	2018	2017
Opening balance	10,000,000	10,000,000	10,000,000	10,000,000
Warrants lapsed	(10,000,000)	-	(10,000,000)	-
	-	10,000,000	-	10,000,000

17. 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		Company
	2018 (£)	2017 (£)	2018 (£)	2017 (£)
Opening balance	(268,506)	(285,491)	14,723	47,430
Movement during the period	(388,116)	16,985	(14,723)	(32,707)
Closing balance	(656,622)	(268,506)	-	14,723

18. Non-controlling interest

The non-controlling interest carried forward relates to the 2.5% interest held by Sanderson Capital Partners Limited in the Mbeya Coal Development Limited and its subsidiaries and 44.47% equity in Katoro Gold PLC and its subsidiaries.

	Group
	2018 (£)	2017 (£) (Restated)
Opening balance	927,107	(1,435)
Disposal of interest in subsidiary without loss of control	(9,364)	1,742,174
Additional capital raised	152,998	-
Loss for the year allocated to non-controlling interest	(661,570)	(813,632)
Closing balance of non-controlling interest	409,171	927,107

The summarised financial information for significant subsidiaries in which the non-controlling interest has an influence, namely the Katoro Gold Group as at ended 31 December 2018, is presented below:

	Katoro plc Group	Katoro plc Group
	2018 (£)	2017 (£)
Statement of Financial position
Total assets	622,231	566,658
Total liabilities	(175,499)	(175,284)
Statement of Profit or Loss
Revenue for the period	-	-
Loss for the period	(479,205)	(1,888,464)
Statement of Cash Flow
Cash flows from operating activities	(465,669)	(1,230,170)
Cash flows from investing activities	-	-
Cash flows from financing activities	313,560	1,783,753

19. Trade and other payables

	Group 2018 (£)	Group 2017 (£)	Company 2018 (£)	Company 2017 (£)
Amounts falling due within one year:
Trade payables	301,698	266,218	95,072	86,736

	301,698	266,218	95,072	86,736

The carrying value of current trade and other payables equals their fair value due mainly to the short term nature of these receivables.

20. Borrowings

	Group 2018 (£)	Group 2017 (£)	Company 2018 (£)	Company 2017 (£)
Amounts falling due within one year:
Short term loans	-	1,210,768	-	1,210,768

	-	1,210,768	-	1,210,768

	Group 2018 (£)	Group 2017 (£)	Company 2018 (£)	Company 2017 (£)
Reconciliation of borrowings:
Opening balance	1,210,768	251,928	1,210,768	251,928
Raised during the year	251,565	1,748,840	251,565	1,748,840
Repaid during the year	(200,000)		(200,000)
Settled through the issue of shares	(1,262,333)	(790,000)	(1,262,333)	(790,000)
Closing balance	-	1,210,768	-	1,210,768

During the current period the Group entered into a settlement agreement with Sanderson Capital Partners Limited ('Sanderson') in order to settle the outstanding balance owed on the forward payment facility (the "Facility") agreed on 20 December 2016. Accordingly, Sanderson was issued 8,370,716 and 21,239,375 new ordinary Kibo shares (the 'Conversion Shares') of par value €0.015 each, at a price of £0.05 and £0.0525 per Kibo share on 1 May 2018 and 6 July 2018 respectively, in order to settle the outstanding balance owed to Sanderson.

21. Investment in group undertakings

Breakdown of Investments as at 31 December 2018			Subsidiary undertakings (£)

Kibo Mining (Cyprus) Limited			37,406,177
Sloane Developments Limited			-
Katoro Gold PLC			484,474
Investments at Cost			37,890,651

Breakdown of Investments as at 31 December 2017			Subsidiary undertakings (£)

Kibo Mining (Cyprus) Limited			1,700,000
Sloane Developments Limited			-
Katoro Gold PLC			1,768,224
Investments at Cost			3,468,224

			Subsidiary undertakings (£)
Reconciliation of Investments at Cost
At 1 January 2017			1,700,000

Additions in Katoro Gold PLC			3,710,000
Provision for impairment			(1,941,776)
At 31 December 2017			3,468,224

Additions in Kibo Mining Cyprus Limited			35,706,177
Additions in Katoro Gold PLC			349,878
Provision for impairment			(1,633,628)
At 31 December 2018			37,890,651

At 31 December the Company had the following undertakings:

Description	Subsidiary, associate or Joint Venture	Activity	Incorporated and Registered in	Interest held (2018)	Interest held (2017)
Directly held subsidiaries
Sloane Developments Limited	Subsidiary	Holding Company	United Kingdom	100%	100%
Kibo Mining (Cyprus) Limited	Subsidiary	Treasury Function	Cyprus	100%	100%
Katoro Gold Plc	Subsidiary	Mineral Exploration	United Kingdom	55.53%	57%

Indirectly held subsidiaries
MAST Energy Development Limited	Subsidiary	Power Generation	United Kingdom	60%	-
Kibo Gold Limited	Subsidiary	Holding Company	Cyprus	55.53%	57%
Savannah Mining Limited	Subsidiary	Mineral Exploration	Tanzania	55.53%	57%
Reef Miners Limited	Subsidiary	Mineral Exploration	Tanzania	55.53%	57%
Kibo Nickel Limited	Subsidiary	Holding Company	Cyprus	55.53%	100%
Eagle Exploration Limited	Subsidiary	Mineral Exploration	Tanzania	55.53%	100%
Mzuri Energy Limited	Subsidiary	Holding Company	Canada	100%	100%
Mbeya Holdings Limited	Subsidiary	Holding Company	Cyprus	97.5%	97.5%
Mbeya Development Limited	Subsidiary	Holding Company	Cyprus	97.5%	97.5%
Mbeya Mining Company Limited	Subsidiary	Holding Company	Cyprus	97.5%	97.5%
Mbeya Coal Limited	Subsidiary	Mineral Exploration	Tanzania	100%	100%
Mzuri Power Limited	Subsidiary	Holding Company	Cyprus	100%	100%
Mbeya Power Tanzania Limited	Subsidiary	Power Generation	Tanzania	97.5%	97.5%
Kibo Mining South Africa (Pty) Ltd	Subsidiary	Treasury Function	South Africa	100%	100%
Kibo Exploration (Tanzania) Limited	Subsidiary	Treasury Function	Tanzania	100%	100%
Kibo MXS Limited	Subsidiary	Holding Company	Cyprus	100%	100%
Tourlou Limited	Subsidiary	Holding Company	Cyprus	100%	100%
Mzuri Exploration Services Limited	Subsidiary	Exploration Services	Tanzania	100%	100%
Protocol Mining Limited	Subsidiary	Exploration Services	Tanzania	100%	100%
Jubilee Resources Limited	Subsidiary	Mineral Exploration	Tanzania	100%	100%
Kibo Energy Botswana Limited	Subsidiary	Holding Company	Cyprus	100%	100%
Kibo Energy Mozambique Limited	Subsidiary	Holding Company	Cyprus	100%	100%
Pinewood Resources Limited	Subsidiary	Mineral Exploration	Tanzania	100%	100%
Makambako Resources Limited	Subsidiary	Mineral Exploration	Tanzania	100%	100%
Benga Power Plant Ltd	Joint Venture	Power Generation	Mozambique	65%	-

In the current period, the Group 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 would result in a decrease in the exchange fluctuations between Group companies operating from various locations.

22. Related party transactions

Name	Relationship (Directors of:)

Andreas Lianos	River Group, Boudica Group, and Namaqua Management Limited

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.

Other entities over which directors/key management or their close family have control or significant influence:

River Group

Boudica Group

River Group provide corporate advisory services and is the Company's Designated Advisor.

Boudica Group provides secretarial services to the Group.

Kibo Energy PLC is a shareholder of the following companies and as such are considered related parties:

Directly held subsidiaries: Sloane Developments Limited

Kibo Mining (Cyprus) Limited

Katoro Gold Plc

Indirectly held subsidiaries:	Kibo Gold Limited
	Kibo Mining South Africa Proprietary Limited
	Savannah Mining Limited
	Reef Miners Limited
	Kibo Nickel Limited
	Eagle Exploration Limited
	Mzuri Energy Limited
	Rukwa Holdings Limited
	Mbeya Development Company Limited
	Mbeya Mining Company Limited
	Mbeya Coal Limited
	Mbeya Power Limited
	Kibo Exploration (Tanzania) Limited
	Mbeya Power (Tanzania) Limited
	Kibo MXS Limited
	Mzuri Exploration Services Limited
	Katoro Cyprus Limited
	Kibo Energy Mozambique Limited Pinewood Resources Limited
	Makambako Resources Limited
	Jubilee Resources Limited Kibo Energy Botswana Limited
	MAST Energy Developments Limited

The transactions during the period between the Company and its subsidiaries included the settlement of expenditure to/from subsidiaries, working capital funding, and settlement of the Company's liabilities through the issue of equity in subsidiaries. The loans to/ from group companies do not have fixed repayment terms and are unsecured.

The following transactions have been entered into with related entities, by way of common directorship, throughout the financial period.

River Group was paid £46,145 (2017: £78,294) for designated advisor services, corporate advisor services and corporate finance fees during the year settled through cash. No fees are payable to River Group as at year end. The expenditure was recognised in the Company as part of administrative expenditure.

During the year, Namaqua Management Limited or its nominees, was paid £629,293 (2017: £573,438) for the provision of administrative and management services. £ NIL was payable at the year-end (2017: £48,824).

The Boudica Group was paid £38,038 (2017: £59,358) in cash for corporate services during the current financial period. No fees are payable to Boudica Group at year end.

23. Financial Instruments and Financial Risk Management

The Group and Company's principal financial instruments comprises cash at hand and in bank. 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 2018 and 2017 financial period, the Group and Company's policy not to undertake trading in derivatives.

The main risks arising from the Group and Company's financial instruments are foreign currency risk, credit risk, liquidity risk, interest rate risk and capital risk. Management reviews and agrees policies for managing each of these risks which are summarised below.

	2018 (£)		2017 (£)
Financial instruments of the Group are:	Loans and receivables	Financial liabilities	Loans and receivables	Financial liabilities

Financial assets at amortised cost
Trade and other receivables	89,349	-	59,046	-
Cash	654,158	-	766,586	-

Financial liabilities at amortised cost
Trade payables	-	301,698	-	266,218
Borrowings	-	-	-	1,210,768
	743,507	301,698	825,632	1,476,986

	2018 (£)		2017 (£)
Financial instruments of the Company are:	Loans and receivables	Financial liabilities	Loans and receivables	Financial liabilities

Financial assets at amortised cost
Trade and other receivables - non current	333,495	-	24,402,788	-
Trade and other receivables - current	282	-	413	-
Cash	38,975	-	5,690	-

Financial liabilities at amortised cost
Trade payables - current	-	95,072	-	86,736
Borrowings	-	-	-	1,210,768
	372,752	95,072	24,408,891	1,297,504

Foreign currency risk

The Group undertakes certain transactions denominated in foreign currencies and exposures to exchange rate fluctuations therefore arise. Exchange rate exposures are managed by continuously reviewing exchange rate movements in the relevant foreign currencies. The exposure to exchange rate fluctuations is limited as the Company's subsidiaries operate mainly with Sterling, Euros, South African Rand, US Dollar and Tanzanian Shillings.

At the period ended 31 December 2018, the Group had no outstanding forward exchange contracts.

Exchange rates used for conversion of foreign subsidiaries undertakings were:

	2018	2017
ZAR to GBP (Spot)	0.0545	0.0599
ZAR to GBP (Average)	0.0593	0.0593
USD to GBP (Spot)	0.7871	0.7411
USD to GBP (Average)	0.7499	0.7755
EURO to GBP (Spot)	0.0095	0.8877
EURO to GBP (Average)	0.8848	0.8699
CAD to GBP (Spot)	0.5782	0.5903
CAD to GBP (Average)	0.5786	0.5964

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

If the GBP:EURO/ EURO:USD exchange rate was to increase/decrease by 10%, the effect on foreign currency translation would be £Nil (2017: £2.2 million) and £Nil (2017: £0.48 million) respectively. During the current period the Group capitalised the advances to/(from) group companies as part of the cost of the underlying investments, thereby significantly decreasing the potential impact from foreign currency fluctuations significantly.

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 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 (£)
	2018	2017	2018	2017
Trade & other receivables	89,349	59,046	333,777	24,403,201
Cash	654,158	766,586	38,974	5,690

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 2018 were all payable on demand, other than the trade payables to other Group undertakings.

Group (£)	Less than 1 year	Greater than 1 year
At 31 December 2018
Trade and other payables	301,698	-

At 31 December 2017
Trade and other payables	266,218	-
Borrowings	1,210,768	-

Company (£)
At 31 December 2018
Trade and other payables	95,072	-

At 31 December 2017
Trade and other payables	86,736	-
Borrowings	1,210,768	-

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 2018. 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

At 31 December 2018, the Group had no outstanding contracts designated as hedges.

24. Post Statement of Financial Position events

Conversion of Sanderson Minority Interest in Mbeya Development Company Limited into Kibo Energy PLC Shares and Continuation of Forward Payment Facility

Kibo Energy PLC ("Kibo" or the "Company") signed a binding term sheet with Sanderson Capital Partners where Kibo issued 126,436,782 new Ordinary Shares of par value €0.015 (the "Conversion Shares") to Sanderson in conversion of its 2.5% minority interest in Mbeya Development Company Limited into equity directly in Kibo Energy PLC effective from 11 March 2019 onward. Furthermore, the agreement provides for the continuation of Kibo's USD2,940,000 Forward Payment Facility (the "Facility") signed between Kibo and Sanderson entered into during 2016. The Facility was available for a first immediate draw by Kibo, amounting to GBP100,000 and a second draw on or any time before 15 March 2019 amounting to no more than GBP400,000 with the first draw completed and the second draw up to GBP320,000 leaving GBP80,000 available under the second specified draw. Any additional draw-downs of the balance of the USD2,940,000 limit are to be agreed between Kibo and Sanderson on a case by case basis, and all draw-down amounts will be subject to a facilitation and implementation fee of GBP5,000 per GBP100,000 drawn down. Kibo is not obliged to draw down any of the Facility and the initial fee payment of USD732,036 of ordinary shares in Kibo, made to Sanderson under the original Facility arrangement, was a one-off payment and is not required to be paid again.

Mbeya Coal to Power Project

The Tanzania Electricity Supply Company ("TANESCO"), informed the Company during February 2019, without providing any reasons or explanation, that it did not qualify to compete in the next stage of the bidding process. TANESCO announced the tender during Q3 2018 and called for tender qualification applications by interested parties, to develop some of the planned Coal Power Projects with a total capacity of 600MW.

Kibo subsequently received formal notice from TANESCO inviting it to develop the Mbeya Coal to Power Project for the export market and thereby enabling the Company to engage with the African Power Pools regarding off-take agreements.

25. Commitments and Contingencies

Benga Power Project

Kibo entered into a Joint Venture Agreement (the 'Benga Power Joint Venture' or 'JV') with Mozambique energy company Termoeléctrica 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.

Mabesekwa Coal Independent Power Project

Under the terms of the agreement, Sechaba, a subsidiary of Shumba Energy Limited, will retain the benefit of the following royalties from MCIPP should it go into production:

• USD0.50 from revenue received per metric tonne of coal sold from the area covered by the MCIPP coal resource; and

• USD0.0225 from revenue received per kilowatt hour produced and sold by any power plant owned by Kibo Energy Ltd (Botswana), the entity holding the MCIPP in Botswana or using coal procured from the area covered by the MCIPP coal resource.

It should be noted that these royalties are not payable by Kibo, but by the joint venture, in which Kibo holds its 85% interest.

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 is incurred.

26. Correction of prior period error

Kibo incorrectly allocated the minorities' share of the net asset acquired relating to the Katoro Gold PLC acquisition in the 2017 financial period. The impact affected classification within equity with no impact on the reported result for the prior period, cash flows or net assets. There was no impact on the balance sheet at the beginning of the comparative period.

The error has been corrected by restating each of the affected financial statement line items for the prior period as follows:

Group (£)	Balance as at 31 December 2017	Restatement	Restated balance as at 31 December 2017
Control reserve	2,097,442	(2,310,495)	(213,053)
Non-controlling interest	(1,383,388)	2,310,495	927,107

Annexure 1: Headline Loss Per Share

Accounting policy

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 4/2018 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 2018 (£)

31 December 2017 (£)

Loss for the period attributable to normal shareholders

(3,388,778)

(3,712,707)

Adjustments:

Impairment of the Intangible Assets

912,892

Deemed cost of listing

206,680

Headline loss for the period attributable to normal shareholders

(2,475,886)

(3,506,027)

Headline loss per ordinary share

(0.004)

(0.010)

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.

24 June 2019

Sponsor and Corporate Advisor

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 rns@lseg.com or visit www.rns.com.

END

FR PGUUUQUPBUBW

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