AnnuAl RepoRt
And Accounts 2012
highlights 2012
LAKE VICTORIA
ACQUISITION OF MAJOR THERMAL COAL RESOURCE, THE RUKWA DEPOSIT
( 109 MILLION TONNE
JORC-COMPLIANT RESOURCE)
ACQUISITION OF LARGE URANIUM LICENCE PORTFOLIO -
THE PINEWOOD PROJECT
COMPLETION OF STAGE 1 EXPLORATION PROGRAMME
AT THE LAKE VICTORIA,
HANETI AND MOROGORO PROJECTS
DRILL TARGETS DEVELOPED ON ALL PROJECTS
FROM STAGE 1 EXPLORATION PROGRAMME
COMPLETION OF JV AGREEMENT ON HANETI
WITH MAJOR BRAZILIAN INDUSTRIAL GROUP, VOTORANTIM
TANZANIAN GOVERNMENT SUPPORT FOR RUKWA
COAL TO POWER PROJECT
LAKE VICTORIA
contents
Chairman’s Statement
Review of Activities
Financial Statements for the 15 month
period ended 31 December 2012
Financial Statements – Contents
Notice of Annual General Meeting
Form of Proxy
Programme for 2013-2014
IV
VI
1
2
48
50
54
i KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2012
Rukwa
(COAL)
Pinewood
(URANIUM, COAL)
Exploration
Projects
KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2012 ii
Rukwa
(COAL)
Pinewood
(URANIUM, COAL)
iii KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2012
chairman’s
statement
Dear Shareholder,
Investments
I am pleased to report that your Company has
made significant progress during 2012 on both the
corporate and exploration fronts. In April 2012
we announced the acquisition of two private
companies, Mzuri Energy Ltd and Mayborn
(Pty) Limited. These
Resource
acquisitions required the suspension of our shares
on AIM and the JSE on the 11th May 2012, re-
admission on the 15th August 2012 and approval
by Shareholders at EGM on the 6th September
2012. The transaction was formally completed
on the 1st October 2012 and brings to your
Company substantial coal and uranium assets
which complement our existing gold and base
metal projects. Kibo is now positioned as a major
multi-commodity mineral explorer and developer
in Tanzania. The transaction was accompanied
by changes on our Board with the resignation of
William Payne and Des Burke (Des resigned in
January 2013) and the appointment of Cecil Bond
and Bernard Poznanski. I wish to thank William
and Des for their valuable contribution to Kibo
during their directorships.
Exploration
Exploration on our Tanzanian mineral projects
continued throughout the 15 month reporting
period commencing with the implementation of a
Stage 1 exploration programme in the last quarter
of 2011 and continuing throughout 2012. Our
exploration teams have now defined trenching
and drill targets at the Lake Victoria, Haneti and
Morogoro projects. I am particularly pleased that
our Haneti Ni-PGM-Gold project has attracted
the attention of major Brazilian
industrial
group, Votorantim Metaís Participações Ltda
(“Votorantim”), resulting in our announcement
of a Joint Venture on the 12 December 2012. The
joint venture provides an option for Votorantim
to expend GBP 2.7 million on exploration over a
three-year period to earn a 50% interest in the
project and I am glad to report that as I write
(June 2013), our field team in conjunction with
Votorantim have commenced field operations. A
budget of £0.5M will be expended at Haneti during
the remainder 2013.
Equally encouraging is the recent inclusion of the
Company’s Rukwa Coal to Power Project (“Rukwa”)
as a strategic component of the Tanzanian
Government’s National Energy Strategy and its
commitment to proactively support development
of the infrastructure to support the project.
Securing Tanzanian Government support for
the project has been a major milestone in our
development path and this has increased the level
of interest from third parties wishing to become
partners in the project. Therefore, the Company’s
announcement on the 24th April 2013 that it has
selected Korean East West Power Co. Ltd (“EWP”),
a globally operating power company owned by
the South Korean Government, as its preferred
development partner at Rukwa is another major
step. The board looks forward to negotiating a
definitive partnership agreement with EWP to the
benefit of all stakeholders, not least for Tanzania
for which Rukwa should make a valuable
contribution towards addressing the country’s
future energy needs.
In order to best manage its resources for 2013,
your Company has prioritised the Rukwa and
Haneti projects and is deferring any significant
exploration work at Lake Victoria, Morogoro and
Pinewood to 2014. A Scoping Study at Rukwa will
commence during the second half of 2013 which
will run in parallel with completing a full strategic
partnership agreement with EWP. Exploration at
Haneti, fully funded by Votorantim, will continue
for the remainder of 2013 and it is planned to
KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2012 iv
chairman’s
statement
commence initial drilling at the project later in
2013 or early in 2014. As a further measure to
reduce costs and focus on priority areas, the Board
has recently elected to relinquish almost 50% of its
grass roots exploration interests (includes licences,
offers and applications) across all projects save
for Rukwa. The majority of this ground comprises
early stage licence applications considered by
Company geologists as low priority from desktop
and field assessments. This need for the Company
to implement this reduction in our licence portfolio
results both from recent substantial increases in
licence rental costs in Tanzania and the imperative
to focus resources on priority areas which offer the
greatest chance of exploration success.
Corporate
The financial accounts cover the 15-month period
to the 31 December 2012. This follows our decision
to change the Company’s financial year end from
30 September to 31 December and so align it with
the calendar year and with the financial year ends
of the Group’s non-Irish subsidiaries.
The challenging global economic conditions and
turbulent markets of 2011 continued into 2012,
making it a difficult year for the exploration and
mining sector. Junior exploration companies
found it particularly difficult to raise equity
funds and had to accept funding at severely
discounted prices or through alternative funding
methods, all of which contributed to significant
shareholder dilution and value erosion in many
instances. Unfortunately, Kibo was not immune
to this adverse macroeconomic environment
and we saw a decline in our share price during
the year to levels that we do not believe reflect
in our mineral assets.
the
Consequently, we found it increasingly difficult
throughout 2012 to raise funds for our exploration
and development programmes to match our
ambitious implementation schedule. However, we
inherent value
are fortunate to have the support of our largest
shareholder, Mzuri Capital Group Limited, which
fully subscribed to a £750,000 Placing in February
2012. This allowed us to implement first stage
exploration programmes over our substantial
Tanzanian mineral licence portfolio over the
reporting period. Broker sponsored placings of
£750,000 in January 2013 and £780,000 in April
2013, together with funds of £50,000 drawn downs
under our SEDA agreement with Yorkville Advisors,
are allowing us to continue advancing both our
near-term corporate and exploration objectives in
the early part of 2013, albeit at a slower pace that
we had planned.
In conclusion, while acknowledging the challenging
economic environment in which your company
now operates, I remain confident that our mineral
assets present an attractive investment option,
particularly bolstered by our 109 million tonne
Rukwa coal deposit and plans to develop a mouth
of mine thermal coal plant. I would like to thank
our shareholders for their continued support as
we strive to bring this project to fruition. Also I
would like to thank our CEO, Louis Coetzee and his
management team for their substantial work in
successfully completing our corporate acquisitions
during 2012 while simultaneously keeping field
exploration moving forward. Louis now has the
challenging task of leading the team in realising
value across all our commodity streams in 2013
and beyond.
Christian Schaffalitzky
Chairman
v KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2012
review of
activities
Introduction
2012 marked a further expansion of the Company’s
commitment to Tanzania with the acquisition of
a significant in-situ thermal coal resource of 109
million tonnes, the Rukwa deposit, and a large
early stage uranium and coal licence project, the
Pinewood project . Both projects are located in the
south of Tanzania in a region which the Tanzanian
Government has prioritised for infrastructural
development owing to its demonstrated potential
for the discovery of large coal and uranium
deposits. The Tanzania Government considers
the development of these minerals and the
construction of accompanying power generating
plants (nuclear and thermal coal) through public
private partnerships as a cornerstone of its strategy
to address the current and increasing shortage
of power generating capacity within the country
as demand outpaces supply. Kibo acquired these
projects through the reverse takeover of private
Canadian and South African companies, Mzuri
Energy Ltd and Mayborn Resource Investments
(Pty) Ltd respectively, a transaction completed
in October 2012 following a re-admission of the
Company’s shares on AIM and the JSE in August
2012.
The Rukwa deposit provides Kibo with its most
advanced project and underpins its strategy to
develop a coal mine in conjunction with a 300-
350 megawatt mouth of mine thermal coal plant.
This ambitious and capital intensive development
will require the support of both well-funded and
experienced thermal coal plant operators through
joint venture with Kibo and the support of the
Tanzanian Government. The Company has shown
substantial progress on these two fronts during
2012. In May 2012, the Company announced
the signing of a Memo of Understanding (MOU)
between Mzuri Energy Ltd (now 100% Kibo
subsidiary) and an unnamed Asian conglomerate
to negotiate a definitive agreement on becoming
Kibo’s development partner on the Rukwa Power
project. Kibo also continued to keep the Tanzanian
Government updated on its plans during 2012
and following an invitation and presentation
to senior officials at the Tanzanian Ministry of
Energy, the Company received a formal letter of
support for the project on the 8th March 2013.
This letter states that the Rukwa Coal to Power
project will be included as a strategic component
of the Government’s National Energy Strategy.
Furthermore the Government confirmed that
would participate proactively in the establishment
of the necessary infrastructure in the Mbeya
region to support the project and that it would
support the expedited development of the project
with Kibo and its chosen development partner.
This Government support marks a significant
boost for the project and drew interest from a
number of potential development partners. As
the exclusivity period on the MOU with the Asian
conglomerate has now expired, the Company has
recently (April 2013) signed a letter of Intent with a
South Korean Government owned power producer
EWP to become its preferred development partner
at Rukwa.
KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2012 vi
review of
activities
addition
expanding
programme
to
focus
its
In
and mineral
commodity
in Tanzania
tenement holdings
through
acquisition,
corporate
the Company also commenced
exploration on its existing projects
at Lake Victoria, Haneti, Morogoro
North and Morogoro South. This
work commenced with a Stage 1
during
exploration
October 2011 to March 2012 period
and further follow up work during the
remainder of 2012 resolved trenching
and drill targets on a number of
licences. Significantly, Kibo’s work to
date at Haneti has attracted Brazilian
conglomerate and major nickel
producer, Votorantim, who signed a
joint venture on the project with the
Company in December 2012 and field
work is now in progress.
Regional location of Kibo projects in Tanzania
(Venmyn CPR 2012)
vii KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2012
Review of Activities
review of
activities
Rukwa Coal Project
The Rukwa coal project is located in southern
Tanzania 70 kilometres north of the regional town
of Mbeya and bordering Lake Rukwa. It comprises
two Prospecting Licences and two Prospecting
Licence Applications forming a contiguous block
of 1,500 km2. The PLs contain a JORC-Inferred
thermal coal resource of 109 million tonnes. The
coal is located within Karoo Age rocks of the Songwe
Basin and comprises seven coal seams striking
Northwest and dipping at 30 degrees Northeast.
Seam thicknesses vary between 0.5 -5 metres and
have been drilled in detail over a strike length of
9 kilometres. The resource was discovered and
drilled out by Mzuri Energy Limited in the period
2008 -2011. The prospective stratigraphy at Rukwa
continues to the northwest and southeast and
Kibo is confident that it can significantly increase
the current resource by additional drilling.
Rukwa Project: Local Geology and Simplified Strataigraphic Column
(Source: Venmyn CPR 2012)
KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2012 viii
review of
activities
Rukwa Coal Resource – Prepared by Gemecs (Ltd) of South Africa (April 2012)
Rukwa Coal to Power Project
The Rukwa coal resource provides the basis for
Kibo’s medium term objective to develop the coal
resource in conjunction with a mouth of mine
power plant. The recent support of the Tanzanian
Government for the project and the selection
of South Korean Government owned mult-
national power company EWP mark significant
milestones on the Company’s path to develop
Rukwa. Tanzanian Government support is key to
the development of the project as a number of
licencing permits will need to be negotiated for
the development to proceed and will include
both an independent power producer licence and
a power purchase agreement with the relevant
Tanzanian authorities. The Company is benefitting
from the fact that Rukwa is located in southern
Tanzania close to the Mtwara Corridor project, a
multi-national co-operation agreement between
Tanzania, Malawi and Zambia that plans to link
lake ports on Lake Nyassa in the east with the
Indian ocean port of Mtwara in the west. This will
focus strategic infrastructure investment inthis
part of Tanzania and within the bordering regions
ix KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2012
review of
activities
The San Juan
Generating
Plant, New
Mexicio USA,
example of
Mine Mouth
Power Plant
of the other participant countries. The anticipated
increase in energy mineral development in this
part of Africa provides significant impetus to these
infrastructural developments. The inclusion of
the Rukwa Coal to Power project as a strategic
component of the Government’s National Energy
Strategy and its commitment to proactively support
development of the infrastructure to support the
project integrates Kibo’s development plans with
the Government’s own regional development
plans for southern Tanzania.
Lake Victoria Project
The Lake Victoria Goldfield is Tanzania’s primary
gold producing region and the third largest
goldfield in Africa after the Witwatersrand (South
Africa) and Tarkwa (Ghana). It is the source of
most of Tanzania’s official gold production of
approximately 40 tonnes per year (Central Bank
of Tanzania, 2011 production), predominantly
from its two world class gold deposits, Bulyanhulu
and Geita. Kibo has inherited a large tenement
position in this region through its acquisition
of Mzuri Gold Limited in early 2011comprising
2,716 square kilometres of prospecting licences
and prospecting licence applications. During the
reporting period, the Company undertook field
exploration programmes over many of these areas
as part of its Stage 1 exploration commencing in
October 2011. Desktop and field evaluation work
included, regional aeromagnetic interpretation,
soil sampling, prospecting, geological mapping
and inspection of active and historic artisanal
workings. Most field survey activity was carried
out within the Mhangu Block in the eastern part
of the project following up on existing anomalous
soil results from previous surveys.
The principal component of the field work in these
KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2012 x
review of
activities
31.50E
320E
32.50E
330E
Geita North
North
Geita West
Geita Mines
Geita East
Tulawaka
Central Block
Bulyanhulu
UN Road Block
Mhangu Block
30S
3.50S
Licence Legend
Geology Legend
PL Issued
PL Application
PL Offered
PL Under Tender
Mbuga/Neogene Soils
Greenstone
Tulawaka
Operating Gold
Mine
Granitic Gneiss
Banded Ironstone
0
8
16
24
Significant Gold Prospect
Other Gold Showing
Scale : Kilometres
30S
3.50S
Lake Victoria
Project: Licence
status at 31
December 2012
& Regional
Geology
areas was in-fill shallow soil sampling surveys
to resolve in more detail gold-in-soil anomalies
identified from regional soil sampling surveys
carried out during 2008 by the previous operators.
Prospecting licences (PLs) sampled comprise PL
6283/2010, PL 7589/2010, PL 7590/2012 on the
Mhangu Block and and PL 5243/2008 on the Central
Block. Approximately 1,200 samples were taken on
these PLs for gold and multi-element analyses. The
results outlined a number of gold-in-soil anomalies
on the Mhangu Block coinciding in part with banded
ironstone ridges and the Company has established
targets for trenching and drilling. The soil results
from PL 5243/2008 on the Central Block were not
anomalous. Based on the encouraging results
from the infill soil sampling on the Mhangu Block,
follow up programmes of trenching, sampling and
further soil sampling programmes were initiated
during the last quarter of 2012. Further field work
during 2013 at Lake Victoria has been postponed
until 2014 in line with the Company’s strategy of
focusing resources on the Rukwa project.
Concurrent with field exploration, the Company
concluded a desktop and field evaluation of its entire
mineral right portfolio across all projects during the
review period. In support of cost containment, Kibo
is currently reducing its overall tenement position
on Lake Victoria and its other projects which will
result in a significant reduction in its total licence
area than shown on the accompany project maps
which are current at the reporting period end of 31
December 2012.
xi KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2012
review of
activities
PL 7587/8755
North
Geology Legend
Nyanzaga
~6 Moz / 5g/t
African Barrick
PL 6385/8757
Kitongo
~7.3 Moz / 8g/t
Brightstar Resources
Mwamazengo
(No resource publ.)
Currie Rose Resources
PL &579/8758
PL 75&9/8758
PL 7975/8758
PL 7575/8755
Luhala
~7.5 Moz / 8 g/t
Tanzanian Royalty
PL 7996/58
PL 7597/8758
PL 5579 /877&
PL 68&3 /8757
PL 6388/8757
Golden Ridge
~7.6 M oz/ 8.& g/t
African Barrick
PL 7995 /8758
MHANGU BLOCK
7
6
&
58
Scale : Kilometres
Mbuga/Neogene Soils
Granitic Gneiss
Greenstone
Banded Ironstone
Significant Gold Prospect
Other gold showing
Geology Legend
Geology Legend
Sampling Legend
Areas of anomalous gold-in-soil from 8777
regional survey selected for detailed infill soil
sampling
In-fill soil sampling completed in
8758
In-fill soil sampling in progress
Trenching, Pitting & detailed
geological mapping in progress
(potential RAB drill targets being
developed)
Licence Legend
PL Application
PL Offerred
PL Issued
Mhangu Block (Lake Victoria): Licence Status, Geology & Exploration
at 31 December 2012
Haneti Project
The Haneti Project, located between Tanzania’s
official capital Dodoma and the regional town of
Singida comprises an approximate 7,000 square
kilometre contiguous block of licences. The project
straddles a major sheared contact zone between
the Archaean age (>2.5 billion years) Tanzanian
Craton to the southwest and a Proteozoic age (~0.5
to 2.5 billion years) orogenic belt to the northeast.
The primary exploration target is Ni-PGM-Cu style
mineralisation within the Haneti Itiso Ultramafic
Complex, a 70 to 80 kilometres belt of mafic and
ultramafic rocks located in the west of the project
KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2012 xii
review of
activities
area. Kibo’s field work over the last few years has
provided significant encouragement for this style
of mineralisation both as primary sulphide, and
nickel laterite within the regolith. During 2012,
Kibo continued to advance the project and carried
out pitting and ground geophysical surveys as
part of its Stage 1 exploration programme. This
pitting survey comprised 14 hand dug test pits
over an area of 10 square kilometres in the central
part of the belt with the objective of characterising
the laterite profile and testing for economic nickel
grades. The pit profiles showed poor laterite
development with low nickel grades and bedrock
was encountered at shallow depths of less than
5 metres. These results indicated poor potential
for economic laterite mineralisation over this
small test area, but as the test area represents
just 10% of the ~80 km long target zone, the
potential for the discovery of economic grades
and volumes of nickel laterite mineralisation has
not been discounted. The results from the ground
geophysical surveying (Ground EM & magnetics)
were more promising and results indicated two
NW-SE trending conductors of 800m and 400m
in length respectively at the Mwaka Hill locality
where Kibo had already encountered anomalous
nickel from soil sampling and trenching during
earlier exploration. At Mihanza Hill, where the
Company has previously reported results of up
to 13% nickel and 2.3 grams per tonne combined
platinum and palladium, a large formational
conductor has been indicated. This conductor
is likely to be associated with serpentinised
ultramafics but there may also be an association
with nickel sulphide mineralisation.
in December 2012, affirms
The finalisation of a Joint Venture Agreement on
Haneti with Brazilian industrial conglomerate,
Votorantim
the
Company’s belief in the mineral potential of
Haneti and gives a renewed impetus to exploration.
Votorantim is obliged to spend £500,000 on
exploration during 2013 on the project. This is the
initial commitment under the JV which requires
Votorantim to expend a total £2.7 million over a
three year period at which point it will have an
option to vest a 50% interest in the project.
xiii KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2012
review of
activities
j~K E
Singida Project (Shanta Mining)
~ 2 M oz8 gold at 28~ g/t
j~8~KE
j/K E
Prospective Area for
Nickel-PGM-Cu Style
mineralisation
N
Artisanal Gold Mining
Geology Legend
Gneiss & granite
(Dodoman System)
Amphibolite &
"greenstone" assemblages
Cataclasites
(sheared contact zone)
Gneisses
(Usagaran System)
Ultramafic Complex
Granite
(with amphibolite dykes)
PL Status
PL Issued
PL Offered
PL Application
Haneti Project:
Geology Legend
Silicified & Feruginised Serpentinite
Serpentinite
Post or late synorogenic granite
Bubu Cataclasites
Amphibolite
Quartz-Feldspar Biotite Gneisses
Solid colour = outcrop: shaded colour=interpreted sub-crop
Faults
Airborne Survey magnetic amomalies
(Geosurvey International 7967-7979)
~8~K S
Haneti Project:
Licence Status
and Geology at
31 December
2012
Main Area of Kibo Exploration
NK2N (Refer Detailed Map)
/K S
:69 E
K
/
2N
2-
Scale : Kilometres
)97) Ground EM & Magnetic
Survey Blocks
EM Drill Targets
)97) Pitting Survey Area
Pit Location
N
N(N9 S
9
7
)
:
Scale : Kilometres
KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2012 xiv
review of
activities
Morogoro North Project
The Morogoro North project is located north
and east of the regional centres of Morogoro
and Dodoma respectively and comprises a total
area of approximately 4,000 square kilometres
of Prospecting Licences and Prospecting Licence
Applications. It forms the northern part of Kibo’s
greater Morogoro project which also includes
Morogoro South discussed below. Morogoro
represent a relatively new region of gold exploration
in Tanzania not historically regarded as a gold
prospective area because of the extensive high
grade metamorphic complexes which dominate
the geology. Gold discoveries by a vanguard of
artisanal and small scale miners from about 2000
onwards has re-focused attention on the region
with the most notable high profile discovery in
recent years being the Handeni (Magambazi)
deposit by Canadian company, Canaco Resources
Ltd.
As part of its 2012 Stage 1 exploration programmes,
Kibo undertook regional stream sediment sampling
surveys over PLs 6717/2010 and 6598/2010 in the
southern part of Morogoro North. The survey
encompassed an area of about 200 square
kilometres and was sampled on a regional basis
first followed by more detailed sampling around
anomalous
initial sampling
results produced a number of low level anomalies,
detailed sampling around these anomalies gave
disappointing results and these PLs are being re-
evaluated to ascertain if further work is warranted.
locations. While
The areas sampled to date represent less than 5%
of the total Morogoro North tenement areas and
sampling programmes ended in the last quarter of
2012 will not now resume until 2014 in line with
the Company’s strategy of prioritising resources to
the Rukwa project.
Morogoro North
Project: Licence
Status , Geology
& Exploration
at 31 December
2012
S
"
b
b
'
b
~
b
.
S
"
b
b
'
.
@
b
.
S
"
b
b
'
b
b
b
R
S
"
b
b
'
.
z
b
R
S
"
b
b
'
b
~
Gold prospective area
Artisanal Mining sites
Copper prospective area
Copper occurrence
(some artisanal workings)
Prospecting Licence issued
Prospecting Licence offered
Prospecting Licence application
Mining claim blocks
PL RRbz/Dbz
Xx
Nz
Xx
z@R
PL 7997/DbzD
PL RD@9/Dbb9
z@
HANDENI GOLD AREA
Magambazi Gold Deposit
~ DD Mt @ z.@ g/t gold
Canaco Resources
PL RD.b/Dbb9
Xx
Nz
North
Geology Legend
Neogene to Quaternary
Nz: Surficial deposits of
soil, gravel and mbuga
Paleoproterozoic
(Usagaran System)
Xxb: Migmatic biotite gneiss
(+/- garnet, kyanite) with
bands of quartzite and
pyroxene amphibolite
Xxc: (calcareous in parts)
Xx: High grade biotite,
amphibole, pyroxene and
garnet gneisses and
granulites
Xx
Xx
Xx
Xx
zR.
PL R.89/Dbzb
PL R7z7/Dbzb
PL R.99/Dbzb
zR@
Xxb
Xxb
Xxb
Xx
Xx
Nz
zRR
DbzD Stream Sediment
Ssmpling
Nz
Nz
Nz
b
R
Nz
zD
z8
Scale : Kilometres
Stream Sediment
Sampling in progress
b
R
~Rb ~b' bb"E
~Rb @.' bb"E
~7b bb' bb"E
~7b z.' bb"E
~7b ~b' bb"E
~7b @.' bb"E
~8b bb' bb"E
xv KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2012
review of
activities
Morogoro South Project
The Morogoro South project is located south and
west of Morogoro and comprises a total area of
4,900 square kilometres of Prospecting Licences
and Prospecting Licence Applications. Similar
to Morogoro North, the geology is dominated by
high grade metamorphic complexes which up to
recent years were not considered prospective for
gold. Kibo’s work to date has concentrated on the
southern part of the project (Uluguru mountains)
in an area where artisanal gold mining activity is
on-going. Specifically, the Company has targeted
the Ruvu Nappe, a north-south trending geological
structure (thrust fault zone) along and close to
which occur a number of artisanal alluvial and
hard rock gold workings. Kibo’s licences cover an
approximately 15 kilometre strike length of the
gold prospective geological structure in this region.
During late 2011 and 2012, as part of its Stage 1
exploration programme, Kibo carried out regional
and detailed soil sampling surveys, prospecting
surveys, and reconnaissance of artisanal workings
over this area.
The results of Kibo’s field exploration during 2012
are encouraging and, most significantly, have
resolved a well defined gold-in-soil geochemical
anomaly over an area of approximately 0.5 square
kilometres on PL 5625/2009, a licence over which
Kibo have an option with local company Comuta
Advertising Limited to earn a 90% interest. The
gold anomaly is open to the north and the south
and is broadly defined on values in the range 20
to 100 parts per billion (ppb) with a maximum
value 551 ppb. The anomaly is also well correlated
with anomalous arsenic, bismuth and antimony. A
number of other weaker gold anomalies are also
defined further south along the Ruvu Nappe and
these show variable correlation with anomalous
arsenic, bismuth, antimony, copper and barite.
These results provide ample encouragement for
the Company to continue its work in this area and
have provide targets for trenching and drilling
which will commence in 2014.
KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2012 xvi
review of
activities
S
"
K
K
'
K
3
K
6
S
"
K
K
'
5
4
K
6
S
"
K
K
'
K
K
K
7
S
"
K
K
'
5
1
K
7
S
"
K
K
'
K
3
K
7
36K 3K' KK"E
N
Drilling Target
'
S
.
.
.
5
'
S
.
O
.
5
Xxb
PL 6622/2K1K
Xxb
XXc
181
Xxc
Xxb
Xxb
Xxb
Nz
Xxc
Nz
Nz
Nz
Nz
183
Nz
NzNz
North
Neogene to Quaternary
Nz
Nz
Nz: Surficial deposits of soil gravel
and mbuga
Geology Legend
Nz
Xebg
Carboiferous- Jurassic
183
Xgh
Xebg
Xgh
Xeb
Xgh
PL 6541/2K1K
Ks: Sandstones, shales &
conglomerates (part of Karoo
Supergroup)
Paleoproterozoic (Usagaran System)
Xxb: Migmatic biotite gneiss
(+/- garnet, kyanite) with bands of
quartzite and pyroxene amphibolite
(Xxc :calcareous in parts ).
Xebg: Garnet biotite gneiss
Xgh: Hornblende-biotite granulite
with graphitic bands
Xmb: Anorthosite
Xggd: Garnet-diopside-hornblende
granulite
Xybh: Migmatitic qtz.-feld. gneiss &
granulitic biotite-garnet gneiss
Xeh: Qtz/-feld. biotite gneiss
Xeb: Thinly bedded marbles,
granulite biotite gneiss (+/- garnet),
amphibolites and skarns
Xgd: Banded pyroxene granulites &
thin calcite marbles
Gold prospective area
Artisanal Mining sites
Copper prospective area
Copper occurrence
(some artisanal workings)
Nickel/PGM prospective area
PL 6613/2K1K
Xgd
Xeh
Xybh
Prospecting Licence
issued
Prospecting Licence
offered
Prospecting Licence
application
Xeh
Xeh
Xggd
PL 5885//2KK9
Xmb
PL 5625/2KK9
Xeb
Ks
Ks
PL 66K2/2K1K
Xybh
Xgd
311
Xgh
2K1
PL 58K3/2KK9
Xeb
Iron occurrence
Mining claim blocks
Xybh
Coal prospective area
K
7
14
21
Scale : Kilometres
Xgd
Nz
Ks
Nz
36K 45' KK"E
Ruvu Nappe, Kibo
Exploration 2012
37K KK' KK"E
37K 15' KK"E
37K 3K' KK"E
37K 45' KK"E
38K KK' KK"E
Morogoro South Project: Licence Status , Geology & Exploration at 31 December 2012
Geology Legend
Licence Issued
Licence Applic.
v
Reef Gold
Alluvial Gold with
Catchment
GEOLOGY
Alluvium, Mbuga &
Residual Soils
Karoo Supergroup (Tulo Beds)
Sandstone & Conglomerates
Artisanal Mining
C
o
v
e
r
i
S
e
d
m
e
n
t
s
Q
u
a
t
e
r
n
a
r
y
A
g
e
C
a
r
b
o
n
d
e
r
o
u
s
i
t
o
Unconformity
Lukangazi Meta-norite
Matombo Group - Dolomitic
Marble
Uluguru Meta-anorthosite
Lukwangule Group -
Pyroxene & Hornblende
Gneisses
Morogoro Acid Gneiss Group
U
s
a
g
a
r
a
n
B
a
s
e
m
e
n
t
P
r
o
t
i
e
r
o
z
o
c
A
g
e
Faults incl. some shear zones
Thrust Faults
Ilmenite Occurrence
Silicified Marble
Exploration Q.OQ
Regional Soil Sampling
Lines
Detail Soil Sampling Blocks
>5. ppb gold-in-soil
>Q. ppb gold-in-soil
Morogoro
South Project:
Licence Status,
Geology &
Exploration at
31 December
2012
E5. Y.'E
E5. 5.'E
E0. ..'E
.
Q
Y
>
0
O.
Kilometres
xvii KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2012
season (access to many of the areas is difficult during
this period). As the Company’s short term objective
is to focus resources on Rukwa, exploration on
Pinewood will be deferred to 2014 at which time it is
hoped that there will be a recovery in the uranium
market which currently is at a very low level.
Exploration at Pinewood, when it does commence
will initially comprise an airborne and radiometric
survey over some of the more prospective areas with
subsequent field follow up of radiometric anomalies
and identification of prospective coal bearing Karoo
sequences by geological mapping and sampling.
review of
activities
Pinewood Project
The Pinewood project is located in southern Tanzania
and comprises an 18,000 square kilometre portfolio
of licences and applications prospective for uranium
and coal. The Company has divided the licences
into five separate blocks based on geographic
location. The geology of this region comprises
early Precambrian basement rocks overlain by late
Precambrian to Phanerozoic sedimentary sequences.
Of these, the late Carboniferous to Jurassic Karoo
sequences host significant coal deposits throughout
Southern Africa and are also considered prospective
for Roll-Front style uranium deposits. Karoo Age
sequences outcrop to variable extents on most of
the licence blocks but it
is postulated that they
may be preserved to a
much greater extent
under Mezozoic and
sediments
Caenozoic
ash
and
sequences.
volcanic
acquired
the
Kibo
projects
Pinewood
as part of
its 2012
corporate acquisitions
completed
in October
2012. Scheduling did not
permit field exploration
to commence prior
to the onset of the wet
Pinewood Project:
Licence Status,
Licence Status at 31
December 2012
KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2012 xviii
FINANCIAL STATEMENTS
FOR THE
15 MONTH PERIOD ENDED
31 DECEMBER 2012
1 KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2012
xix KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2012
Financial
Statement
Contents
Corporate Directory
Directors’ Report
Independent Auditor’s Report
Summary Of Significant Accounting Policies
Consolidated Statement Of Comprehensive Income
Consolidated Statement Of Financial Position
Company Statement Of Financial Position
Consolidated Statement Of Changes In Equity
Company Statement Of Changes In Equity
Consolidated Statement Of Cash Flows
Company Statement Of Cash Flows
Notes To The Consolidated And Company Financial Statements
3
4
13
15
23
24
25
26
27
28
29
30
KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2012 2
Secretary
Noel O’Keeffe
Solicitors
Corporate
Directory
Directors
Christian Schaffalitzky-Non-Executive Chairman
Louis Coetzee - Chief Executive Officer
Noel O’Keeffe - Technical Director
Tinus Maree - Non-Executive Director
Wenzel Kerremans -Non-Executive Director
Cecil Bond - Non-Executive Director
Bernard Poznanski -Non-Executive Director
Registered
Office
27 Hatch Street Lower
Dublin 2
Auditors
Business
Address
LHM Casey McGrath
Chartered Certified Accountants
Statutory Auditors
6 Northbrook Road
Dublin 6
Ireland
Ireland: Sirius Centre
Northpoint
Tuam Road
Galway
+353 (0)91 865367
Tanzania: Amani Place
10th floor, Wing A
Ohio Street
Dar es Salaam
+255 (0)22 2127857
Website
www.kibomining.com
Nominated
Advisor (AIM) Old Change House
RFC Ambrian
128 Queen Victoria Street
London EC4V 4BJ
Designated River Group Advisor
Advisor (JSE) 2nd floor Parc Nouveay
& Corporate 225 Veale Street
Advisor
Brooklyn
Pretoria 0181
South Africa
Principal
Bankers
Allied Irish Bank
Tuam Road
Galway
Joint
Brokers
Northland Capital Partners Limited
60 Gresham Street
London EC2V 7BB
Public
Relations
Share
Registrars
XCAP Securities PLC
24 Cornhill
London EC3V 3ND
Forthbridge
Consulting UK
17 St George’s Square
London SW1V 2HX
Ireland: McEvoy Partners
27 Hatch Street Lower
Dublin 2
UK: Ronaldson’s LLP
55 Gower Street
London WCIE 6HQ
Tanzania: Rex Attorneys
Rex House
145 Magore Street
P.O. Box 7495
Dar es Salaam
Ireland & UK
Computershare Investor
Services (Ireland) Ltd
Heron House
Corrig Road
Sandyford Industrial Estate
Dublin 18
South Africa:
Computershare Investor
Services (Pty) Ltd
70 Marshall Street
Johannesburg 2001
(P.O. Box 61051, Marshalltown 2107)
Registered
Number
451931
Date of
Incorporation
17 January 2008
3 KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2012
KIBO MINING PLC
DIRECTORS’ REPORT
FINANCIAL STATEMENTS AT 31 DECEMBER 2012
The Directors present their Annual Report together with the audited financial statements for the 15 month period
ended 31 December 2012 of Kibo Mining Plc (“the Company”) and its subsidiaries (collectively “the Group”).
Principal Activity
Kibo Mining Plc is a holding Company of a number of subsidiary multinational exploration companies. The primary
activity of the Group is the acquisition, exploration and development of coal and other mineral resources in
Tanzania.
Review of Business and Future Developments
As set out in the Chairman’s Report and review of activities, as well as continuing with its exploration program, the
Group significantly increased its exploration ground holdings in Tanzania during the period through the acquisition
of Mzuri Energy Limited and its subsidiary undertakings as well as Mayborn Resource Investments Proprietary
Limited.
Principal Risks and Uncertainties
The realisation of exploration and evaluation assets is dependent on the discovery and successful development of
economic mineral reserves and is subject to a number of significant potential risks summarised as follows:
Commodity price fluctuations;
Foreign exchange risks;
Uncertainties over development and operational costs;
Political and legal risks, including arrangements with governments for licences, profit sharing and taxation;
Currency exchange fluctuations and restrictions;
Foreign investment risks including increases in taxes, royalties and renegotiation of contracts; and
Liquidity risks.
In addition to the above there can be no assurance that current exploration program will result in profitable mining
operations.
The recoverability of the carrying value of exploration and evaluation assets is dependent on the successful
discovery of economically recoverable reserves, the achievement of profitable operations, and the ability of the
Group to raise additional financing, if necessary, or alternatively upon the Company’s ability to dispose of its
interests on an advantageous basis. Changes in future conditions could require material write downs of the carrying
value of the Group’s assets.
Financial instrument risk
The Company and Group are exposed to risks arising from financial instruments held. These are discussed in Note
20.
Strategic risk
Significant and increasing competition exists for mineral acquisition opportunities throughout the world. As a result
of this competition, the Group may be unable to acquire rights to exploit additional attractive mining properties on
terms it considers acceptable. Accordingly, there can be no assurance that the Group will acquire any interest in
additional operations that would yield reserves or result in commercial mining operations. The Group expects to
undertake sufficient due diligence where warranted to help ensure opportunities are subjected to proper
evaluation.
Commercial risk
The mining industry is competitive and there is no assurance that, even if commercial quantities of minerals are
discovered, a profitable market will exist for the sale of such minerals. There can be no assurance that the quality of
the minerals will be such that the Group’s properties can be mined at a profit. Factors beyond the control of the
Group may affect the marketability of any minerals discovered. Mineral prices are subject to volatile price changes
from a variety of factors including international economic and political trends, expectations of inflation, global and
regional demand, currency exchange fluctuations, interest rates and global or regional consumption patterns,
speculative activities and increased production due to improved mining and production methods. Ultimately, the
Group expects that prior to a development decision; a project could be the subject of a feasibility analysis to ensure
there exists an appropriate level of confidence in its economic viability.
4
4 KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2012
KIBO MINING PLC
DIRECTORS’ REPORT
Funding risk
FINANCIAL STATEMENTS AT 31 DECEMBER 2012
In the past the Group has raised funds via equity contributions from new and existing shareholders, thereby
ensuring the Company remains a going concern until such time that revenues are earned through the sale or
development and mining of a mineral deposit. There can be no assurance that such funds will continue to be
available on reasonable terms, or at all in future. The directors regularly review cash flow requirements to ensure
the Company can meet financial obligations as and when they fall due.
Operational risk
Mining operations are subject to hazards normally encountered in exploration, development and production. These
include unexpected geological formations, rock falls, flooding, dam wall failure and other incidents or conditions
which could result in damage to plant or equipment or the environment and which could impact any future
production throughout. Although it is intended to take adequate precautions to minimise risk, there is a possibility
of a material adverse impact on the Group’s operations and its financial results. The Group will develop and
maintain policies appropriate to the stage of development of its various projects.
Staffing and Key Personnel Risks
Recruiting and retaining qualified personnel is critical to the Group’s success. The number of persons skilled in the
acquisition, exploration and development of mining properties is limited and competition for such persons is
intense. While the Group has good relations with its employees, these relations may be impacted by changes in the
scheme of labour relations which may be introduced by the relevant governmental authorities. Adverse changes in
such legislation may have a material adverse effect on the Group's business, results of operations and financial
condition. Staff are encouraged to discuss with management, matters of interest to the employees and subjects
affecting day-to-day operations of the Group.
Speculative Nature of Mineral Exploration and Development
Development of the Group’s mineral exploration properties is, amongst others, contingent upon obtaining
satisfactory exploration results and securing additional adequate funding. Mineral exploration and development
involves substantial expenses and a high degree of risk, which even a combination of experience, knowledge and
careful evaluation may not be able to adequately mitigate. The degree of risk reduces substantially when a Group’s
properties move from the exploration phase to the development phase.
The discovery of mineral deposits is dependent upon a number of factors including the technical skill of the
exploration personnel involved. The commercial viability of a mineral deposit, once discovered, is also dependent
upon a number of factors, including the size, grade and proximity to infrastructure, metal prices and government
regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals,
and environmental protection. In addition, several years can elapse from the initial phase of drilling until
commercial operations are commenced.
Political Stability
The Group is conducting its activities in Tanzania. The Directors believe that the Government of Tanzania supports
the development of natural resources by foreign investors and actively monitor the situation. However, there is no
assurance that future political and economic conditions in Tanzania will not result in the Government of Tanzania
adopting different policies regarding foreign development and ownership of mineral resources. Any changes in
policy affecting ownership of assets, taxation, rates of exchange, environmental protection, labour relations,
repatriation of income and return of capital, may affect the Group’s ability to develop the projects.
Uninsurable Risks
The Group may become subject to liability for accidents, pollution and other hazards against which it cannot insure
or against which it may elect not to insure because of prohibitive premium costs or for other reasons, such as
amounts which exceed policy limits.
Results and Dividends
The result for the period after providing for depreciation and taxation amounted to a loss of £4,483,079 (restated
2011: loss £2,449,007).
During the period the Company acquired the entire interest in Mzuri Energy Limited for £20.4m by issuing
680,297,733 ordinary shares. The Company also acquired the entire interest of Mayborn Resource Investments
Proprietary Limited for £0.8m by issuing 26,666,667 ordinary shares, with effect from 1 October 2012.
KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2012 5
5
KIBO MINING PLC
DIRECTORS’ REPORT
Funding risk
FINANCIAL STATEMENTS AT 31 DECEMBER 2012
KIBO MINING PLC
DIRECTORS’ REPORT
Post Balance Sheet Events
FINANCIAL STATEMENTS AT 31 DECEMBER 2012
In the past the Group has raised funds via equity contributions from new and existing shareholders, thereby
ensuring the Company remains a going concern until such time that revenues are earned through the sale or
development and mining of a mineral deposit. There can be no assurance that such funds will continue to be
available on reasonable terms, or at all in future. The directors regularly review cash flow requirements to ensure
the Company can meet financial obligations as and when they fall due.
Operational risk
Mining operations are subject to hazards normally encountered in exploration, development and production. These
include unexpected geological formations, rock falls, flooding, dam wall failure and other incidents or conditions
which could result in damage to plant or equipment or the environment and which could impact any future
production throughout. Although it is intended to take adequate precautions to minimise risk, there is a possibility
of a material adverse impact on the Group’s operations and its financial results. The Group will develop and
maintain policies appropriate to the stage of development of its various projects.
Staffing and Key Personnel Risks
Recruiting and retaining qualified personnel is critical to the Group’s success. The number of persons skilled in the
acquisition, exploration and development of mining properties is limited and competition for such persons is
intense. While the Group has good relations with its employees, these relations may be impacted by changes in the
scheme of labour relations which may be introduced by the relevant governmental authorities. Adverse changes in
such legislation may have a material adverse effect on the Group's business, results of operations and financial
condition. Staff are encouraged to discuss with management, matters of interest to the employees and subjects
affecting day-to-day operations of the Group.
Speculative Nature of Mineral Exploration and Development
Development of the Group’s mineral exploration properties is, amongst others, contingent upon obtaining
satisfactory exploration results and securing additional adequate funding. Mineral exploration and development
involves substantial expenses and a high degree of risk, which even a combination of experience, knowledge and
careful evaluation may not be able to adequately mitigate. The degree of risk reduces substantially when a Group’s
properties move from the exploration phase to the development phase.
The discovery of mineral deposits is dependent upon a number of factors including the technical skill of the
exploration personnel involved. The commercial viability of a mineral deposit, once discovered, is also dependent
upon a number of factors, including the size, grade and proximity to infrastructure, metal prices and government
regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals,
and environmental protection. In addition, several years can elapse from the initial phase of drilling until
commercial operations are commenced.
Political Stability
The Group is conducting its activities in Tanzania. The Directors believe that the Government of Tanzania supports
the development of natural resources by foreign investors and actively monitor the situation. However, there is no
assurance that future political and economic conditions in Tanzania will not result in the Government of Tanzania
adopting different policies regarding foreign development and ownership of mineral resources. Any changes in
policy affecting ownership of assets, taxation, rates of exchange, environmental protection, labour relations,
repatriation of income and return of capital, may affect the Group’s ability to develop the projects.
Uninsurable Risks
The Group may become subject to liability for accidents, pollution and other hazards against which it cannot insure
or against which it may elect not to insure because of prohibitive premium costs or for other reasons, such as
amounts which exceed policy limits.
Results and Dividends
The result for the period after providing for depreciation and taxation amounted to a loss of £4,483,079 (restated
2011: loss £2,449,007).
During the period the Company acquired the entire interest in Mzuri Energy Limited for £20.4m by issuing
680,297,733 ordinary shares. The Company also acquired the entire interest of Mayborn Resource Investments
Proprietary Limited for £0.8m by issuing 26,666,667 ordinary shares, with effect from 1 October 2012.
There have been no material post balance sheet events other than those disclosed in Note 21 to the financial
statements. Please refer to the Chairman’s Report for information on the Company’s current and future
developments.
Directors Interests
The interests of the Directors and Secretary and their families who held office at the date of approval of the financial
statements, in the share capital of the Company are as follows:
Ordinary Shares
28/06/13
31/12/12
30/09/11
Directors
Christian Schaffalitzky
Noel O’Keeffe
Louis Coetzee
Tinus Maree
Wenzel Kerremans
Cecil Bond
Bernard Poznanski
Secretary
Noel O’Keeffe
Directors
Christian Schaffalitzky
Louis Coetzee
Noel O’Keeffe
Tinus Maree
Wenzel Kerremans
Cecil Bond
Bernard Poznanski
1,715,910
714,865
3,087,329
1,104,069
32,309
817,356
202,183
25,336,976
9,582,577
41,439,936
14,882,439
-
11,742,534
2,514,936
25,336,976
9,582,577
5,178,333
-
-
Appointed 06/09/2012
Appointed 06/09/2012
714,865
28/06/13
Share Options
9,582,577
31/12/12
9,582,577
30/09/11
100,000
100,000
100,000
100,000
100,000
-
-
1,500,000
1,500,000
1,500,000
1,500,000
1,500,000
-
-
1,500,000
1,500,000
1,500,000
1,500,000
1,500,000
Appointed 06/09/2012
Appointed 06/09/2012
The above share options are exercisable at a price of £0.0388 at any time up to 31 March 2016. Subsequent to year
end the Company underwent a Capital Reorganisation, which led to the decrease in the quantity of shares and share
options held by each individual Director. For additional information pertaining to the above refer to the Post
balance sheet events as stipulated in Note 21.
Transactions Involving Directors
There have been no contracts or arrangements of significance during the period in which Directors of the Company
were interested other than as disclosed in Note 19 to the financial statements.
5
6
6 KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2012
KIBO MINING PLC
DIRECTORS’ REPORT
Directors meetings
FINANCIAL STATEMENTS AT 31 DECEMBER 2012
The Company held 8 (eight) Board meetings during the reporting period and the number of meetings attended by
each of the directors of the Company during the period to 31 December 2012 are:
Number of
Meetings
Attended
Number of
Meetings Eligible
to Attend
Director Name
Position
Christian Schaffalitzky
Louis Coetzee
Noel O’Keeffe
Desmond Burke
(Resigned 31/1/13)
Tinus Maree
William Payne
(Resigned 6/09/12)
Wenzel Kerremans
Cecil Bond
(Appointed 06/09/2012)
Bernard Poznanski
(Appointed 06/09/2012)
Non-Executive Chairman
Chief Executive Officer
Technical Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
8
8
8
6
8
6
7
1
1
8
8
8
8
8
7
8
1
1
In terms of the Companies Memorandum & Articles of Association, one third of Directors are required to retire by
rotation from the Board on an annual basis, through resignation at the Annual General Meeting.
Committee meetings
The Company held 3 (three) Audit Committee meetings during the reporting period and the number of meetings
attended by each of the members during the period to 31 December 2012 are:
Number of
Meetings
Attended
Number of
Meetings Eligible
to Attend
Director Name
Position
Christian Schaffalitzky
William Payne
(Resigned 6/09/12)
Wenzel Kerremans
Non-Executive Chairman
Non-Executive Director
Non-Executive Director
3
3
3
3
3
3
The Company held 3 (three) Remuneration Committee meetings during the reporting period and the number of
meetings attended by each of the members during the period to 31 December 2012 are:
Number of
Meetings
Attended
Number of
Meetings Eligible
to Attend
Director Name
Position
Christian Schaffalitzky
Desmond Burke
(Resigned 31/1/13)
Tinus Maree
Non-Executive Chairman
Non-Executive Director
Non-Executive Director
3
3
3
3
3
3
The Company held 3 (three) Governance Committee meetings during the reporting period and the number of
meetings attended by each of the members during the period to 31 December 2012 are:
Number of
Meetings
Attended
Number of
Meetings Eligible
to Attend
Director Name
Position
Christian Schaffalitzky
Wenzel Kerremans
Non-Executive Chairman
Non-Executive Director
3
3
3
3
KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2012 7
7
KIBO MINING PLC
DIRECTORS’ REPORT
Directors meetings
FINANCIAL STATEMENTS AT 31 DECEMBER 2012
KIBO MINING PLC
DIRECTORS’ REPORT
Substantial Shareholdings
FINANCIAL STATEMENTS AT 31 DECEMBER 2012
The Company held 8 (eight) Board meetings during the reporting period and the number of meetings attended by
each of the directors of the Company during the period to 31 December 2012 are:
Number of
Meetings
Attended
Number of
Meetings Eligible
to Attend
Director Name
Position
The Company has been informed that, in addition to the interests of the Directors, at 31 December 2012 and at the
date of this report, the following shareholders own 3% or more beneficial interest of the issued share capital of the
Company, which is considered significant for disclosure purposes in the Annual Report:
Percentage of issued share capital
28/06/13
31/12/12
30/09/11
Mzuri Capital Group
Sun Mining Limited
17.99%
5.55%
25.35%
7.89%
18.31%
5.15%
The Directors are not aware of any other holding of 3% or more of the share capital of the Company.
Subsidiary Undertakings
Details of the Company’s subsidiaries are set out in Note 18 to the financial statements.
Political Donations
During the period, the Group made no charitable or political contributions (2011: £ nil).
Going Concern
The Directors have reviewed budgets, projected cash flows and other relevant information, and on the basis of this
review, are confident that the Company and the Group will have adequate financial resources to continue in
operational existence for the foreseeable future. Additionally significant capital-raising subsequent to year end has
provided additional cash resources in order to ensure prospecting activities are continued as planned without
interruption. For additional information of capital-raising subsequent to year end refer to material post balance
sheet events disclosed in Note 21 to the financial statements.
The future of the Company and the Group is dependent on the successful future outcome of its short and medium
term ability to raise new equity funding and the successful development of its exploration interests and of the
availability of further funding to bring these interests to production. The Directors consider that in preparing the
financial statements they have taken into account all information that could reasonably be expected to be available.
Consequently, they consider that it is appropriate to prepare the financial statements on the going concern basis.
Change in Accounting Policy
During the current financial period the Company and Group effected a change in accounting policy in accordance
with IFRS 6: Exploration for and Evaluation of Mineral Resources, whereby exploration and development costs
previously capitalised have been expensed. The change in accounting policy is anticipated to produce reliable and
more relevant information about the effects of transactions, other events or conditions on the Groups financial
position, financial performance and future cash flows. This adjustment has been reflected retrospectively in the
financial statements in terms of financial reporting framework. The summarised effect is stipulated in the table
below:
Effect of Change in Accounting Policy
Previously
Stated
Restatement
Restated
2010
Movement
Restatement
Restated
2011
30 September 2011
Intangible assets
£4,266,062
(£1,242,553)
£3,023,509
(£412,512)
£1,242,553
£3,853,550
Christian Schaffalitzky
Louis Coetzee
Noel O’Keeffe
Desmond Burke
(Resigned 31/1/13)
Tinus Maree
William Payne
(Resigned 6/09/12)
Wenzel Kerremans
Cecil Bond
(Appointed 06/09/2012)
Bernard Poznanski
(Appointed 06/09/2012)
Non-Executive Chairman
Chief Executive Officer
Technical Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
In terms of the Companies Memorandum & Articles of Association, one third of Directors are required to retire by
rotation from the Board on an annual basis, through resignation at the Annual General Meeting.
Committee meetings
The Company held 3 (three) Audit Committee meetings during the reporting period and the number of meetings
attended by each of the members during the period to 31 December 2012 are:
Number of
Meetings
Attended
Number of
Meetings Eligible
to Attend
Director Name
Position
Christian Schaffalitzky
William Payne
(Resigned 6/09/12)
Wenzel Kerremans
Non-Executive Chairman
Non-Executive Director
Non-Executive Director
The Company held 3 (three) Remuneration Committee meetings during the reporting period and the number of
meetings attended by each of the members during the period to 31 December 2012 are:
Number of
Meetings
Attended
Number of
Meetings Eligible
to Attend
Director Name
Position
8
8
8
6
8
6
7
1
1
3
3
3
3
3
3
3
3
8
8
8
8
8
7
8
1
1
3
3
3
3
3
3
3
3
Christian Schaffalitzky
Desmond Burke
(Resigned 31/1/13)
Tinus Maree
Non-Executive Chairman
Non-Executive Director
Non-Executive Director
Christian Schaffalitzky
Wenzel Kerremans
Non-Executive Chairman
Non-Executive Director
7
The Company held 3 (three) Governance Committee meetings during the reporting period and the number of
meetings attended by each of the members during the period to 31 December 2012 are:
Number of
Meetings
Attended
Number of
Meetings Eligible
to Attend
Director Name
Position
Basic / Diluted earnings per share (pence)
Environmental responsibility
The Group recognises that its activities require it to have regard to the potential impact that it, its subsidiaries and
partners may have on the environment. Where exploration and development works are carried out, care is taken to
limit the amount of disturbance and where any remediation works are required they are carried out as and when
required.
8
8 KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2012
Restated
2010
(0.82)
Restated
2011
(0.74)
£1,063,119
£1,242,553
£2,305,672
£3,691,560
(£1,242,553)
£4,754,679
Retained loss/
(earnings)
KIBO MINING PLC
DIRECTORS’ REPORT
Dividends
FINANCIAL STATEMENTS AT 31 DECEMBER 2012
There have been no dividends declared or paid during the current financial period (2011: £ nil).
Change in the year end
In order to align the year ends of the various Companies within the expanded Group the Company had decided to
change its financial year end from 30 September to 31 December, providing more meaningful financial information
to the stakeholders of the Kibo Group as at 31 December 2012.
Corporate Governance Policy
The Group subscribes to the values of good corporate governance at all levels and is committed to conduct business
with discipline, integrity and social responsibility. In terms of the JSE & AIM Listings Requirements, the Group is
required to report in respect of the third King Report (“King III”) for its financial period ended 31 December 2012,
on the extent to which it has complied with the principles as set out in King III. The Board of Directors is firmly
committed to promoting Kibo Mining Plc’s adherence to the principles contained in the Code of Corporate Practices
and Conduct as set out in the King III. The Code is constantly being reviewed and the directors are implementing the
Code in a phased manner. The directors are committed to the implementation of the principles and non-compliance
is limited to the matter listed in this report.
Internal Audit
The Group does not have an internal audit function. Currently the operations of the Group does not warrant an
internal audit function, however the Board is assessing the need to establish an internal audit department
considering future prospects as the Group’s operations increase. During the period the Board has taken
responsibility to ensure effective governance, risk management and that the internal control environment is
maintained.
Role of Directors
All Board members ensure that appropriate governance procedures are adhered to and there is a clear division of
responsibilities at Board level to ensure a balance of power and authority so that no one individual has unfettered
powers of decision making.
The role of chairman and CEO are not held by the same director. The chairman is a non-executive director.
Board and Audit Committee meetings have been taking place periodically and the executive directors manage the
daily Company operations with the Board meetings taking place on a regular basis throughout the financial period.
During the current reporting period the Board met 8 (eight) times and provided pertinent information to the
Executive Committee of the Company.
The Board is responsible for effective control over the affairs of the Company, including: strategic and policy
decision-making financial control, risk management, communication with stakeholders, internal controls and the
asset management process. Although there was no specific committee tasked with identifying, analysing and
reporting on risk during the financial period, this was nevertheless part of the everyday function of the directors
and was managed at Board level.
Directors are entitled, in consultation with the Chairman to seek independent professional advice about the affairs
of the Company, at the Company’s expense.
Audit Committee
The members of the Audit committee at 28 June 2013 are Christian Schaffalitzky, Wenzel Kerremans and Cecil Bond.
The committee meets at least twice a year to review its strategy. The Audit committee has set out its roles and
responsibilities within its charter and ensured that it is aligned to good financial governance principles.
These include:
the establishment of an Audit Committee to guide the audit approach, as well as its modus operandi and the
rules that govern the audit relationship;
assess the processes relating to and the results emanating from the Group’s risk and control environment;
oversee the financial reporting process;
evaluate and co-ordinate the external audit process;
foster and improve open communication and contact with relevant stakeholders of the Group; and
review the independence of the External Auditors.
9
KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2012 9
KIBO MINING PLC
DIRECTORS’ REPORT
Dividends
FINANCIAL STATEMENTS AT 31 DECEMBER 2012
KIBO MINING PLC
DIRECTORS’ REPORT
FINANCIAL STATEMENTS AT 31 DECEMBER 2012
There have been no dividends declared or paid during the current financial period (2011: £ nil).
Change in the year end
The audit committee further sets the principles for recommending the external auditors for non-audit services use.
In order to align the year ends of the various Companies within the expanded Group the Company had decided to
change its financial year end from 30 September to 31 December, providing more meaningful financial information
to the stakeholders of the Kibo Group as at 31 December 2012.
Corporate Governance Policy
The Group subscribes to the values of good corporate governance at all levels and is committed to conduct business
with discipline, integrity and social responsibility. In terms of the JSE & AIM Listings Requirements, the Group is
required to report in respect of the third King Report (“King III”) for its financial period ended 31 December 2012,
on the extent to which it has complied with the principles as set out in King III. The Board of Directors is firmly
committed to promoting Kibo Mining Plc’s adherence to the principles contained in the Code of Corporate Practices
and Conduct as set out in the King III. The Code is constantly being reviewed and the directors are implementing the
Code in a phased manner. The directors are committed to the implementation of the principles and non-compliance
is limited to the matter listed in this report.
Internal Audit
The Group does not have an internal audit function. Currently the operations of the Group does not warrant an
internal audit function, however the Board is assessing the need to establish an internal audit department
considering future prospects as the Group’s operations increase. During the period the Board has taken
responsibility to ensure effective governance, risk management and that the internal control environment is
maintained.
Role of Directors
All Board members ensure that appropriate governance procedures are adhered to and there is a clear division of
responsibilities at Board level to ensure a balance of power and authority so that no one individual has unfettered
powers of decision making.
The role of chairman and CEO are not held by the same director. The chairman is a non-executive director.
Board and Audit Committee meetings have been taking place periodically and the executive directors manage the
daily Company operations with the Board meetings taking place on a regular basis throughout the financial period.
During the current reporting period the Board met 8 (eight) times and provided pertinent information to the
Executive Committee of the Company.
The Board is responsible for effective control over the affairs of the Company, including: strategic and policy
decision-making financial control, risk management, communication with stakeholders, internal controls and the
asset management process. Although there was no specific committee tasked with identifying, analysing and
reporting on risk during the financial period, this was nevertheless part of the everyday function of the directors
and was managed at Board level.
Directors are entitled, in consultation with the Chairman to seek independent professional advice about the affairs
of the Company, at the Company’s expense.
Audit Committee
The members of the Audit committee at 28 June 2013 are Christian Schaffalitzky, Wenzel Kerremans and Cecil Bond.
The committee meets at least twice a year to review its strategy. The Audit committee has set out its roles and
responsibilities within its charter and ensured that it is aligned to good financial governance principles.
These include:
the establishment of an Audit Committee to guide the audit approach, as well as its modus operandi and the
rules that govern the audit relationship;
assess the processes relating to and the results emanating from the Group’s risk and control environment;
oversee the financial reporting process;
evaluate and co-ordinate the external audit process;
review the independence of the External Auditors.
9
foster and improve open communication and contact with relevant stakeholders of the Group; and
The audit committee has satisfied itself of the suitability of the financial controller, and that the financial controller
holds the necessary expertise and has the relevant experience.
Remuneration Committee
The members of the Remuneration Committee at 28 June 2013 are Christian Schaffalitzky, Wenzel Kerremans and
Tinus Maree. The committee is empowered by the Board to set short, medium and long-term remuneration for the
executive directors. More generally, the committee is responsible for the assessment and approval of a Board
remuneration strategy for the Group. The committee’s policy is to meet at least twice a year to review the strategy.
Governance Committee
The members of the Governance Committee at 28 June 2013 are Christian Schaffalitzky, Bernard Poznanski and
Cecil Bond. The committee meets at least twice a year to review its strategy.
The Governance Committee has set out its roles and responsibilities within its charter and ensured that it is aligned
to good financial governance principles.
These include:
Governance of IT
monitor the compliance of the Group with legal requirements and the Group’s Code of Ethics.
The Board is responsible for IT governance as an integral part of the Group’s governance as a whole. The IT function
is not expected to significantly change in the foreseeable future. The Board has the required policies and procedures
in place to ensure governance of IT is adhered to.
Integrated and Sustainability Reporting
KING III defines Integrated Reporting as a “holistic and integrated representation of the Group’s performance in
terms of both its finances and its sustainability”. The Group currently does not have a separate integrated report.
The Board and it’s sub-committees are in the process of assessing the principles and practices of integrated
reporting and sustainability reporting as outlined in KING III to ensure that adequate information about the
operations of the Group, the sustainability issues pertinent to its business, the financial results and the results of its
operations and cash flows are disclosed in a single report.
10
10 KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2012
KIBO MINING PLC
DIRECTORS’ REPORT
Statement of Directors Responsibility
T
FINANCIAL STATEMENTS AT 31 DECEMBER 2012
he Directors are responsible for preparing the Annual Report and the Group and Company financial statements in
accordance with applicable law and Regulations.
Company law requires the Directors to prepare Group and parent Company financial statements for each financial
period. As permitted by Company law, the directors have prepared the Group financial statements in accordance
with International Financial Reporting Standards (IFRSs) as adopted by the European Union (EU IFRS) and have
elected to prepare the Company financial statements in accordance with EU IFRS, as applied in accordance with the
provisions of the Irish Companies Acts, 1963 to 2012 (‘the Companies Acts’).
The Group and Company financial statements are required by law and EU IFRS to present fairly the financial
position and performance of the Group. The Companies Acts provide in relation to such financial statements that
reference in the relevant parts of the Acts to financial statements giving a true and fair view are references to their
achieving a fair presentation. In preparing each of the Group and Company financial statements, the Directors are
required to:
select suitable accounting policies and apply them consistently;
make judgements and estimates that are reasonable and prudent;
state whether applicable accounting standards have been followed, subject to any material departures
disclosed and explained in the financial statements; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the
Group and Company will continue in business.
The directors confirm they have complied with the above requirements in preparing these accounts.
Under applicable law the Directors are also responsible for preparing a Directors’ Report and reports relating to
Directors’ remuneration and corporate governance that comply with that law and those rules.
The Directors are responsible for keeping proper books of account which disclose with reasonable accuracy at any
time the financial position of the Company and which enable them to ensure that its financial statements are
prepared in accordance with International Financial Reporting Standards, and comply with the Companies Acts,
1963 to 2012, and European Communities (Companies: Group Accounts) Regulations 1992 and all regulations to be
construed as one with those acts. They are also responsible for taking such steps as are reasonably open to them to
safeguard the assets of the Group and Company and hence for taking reasonable steps for the prevention and
detection of fraud and other irregularities.
The directors are responsible for the maintenance and integrity of the corporate and financial information included
on the Company’s website. Legislation in the Republic of Ireland governing the preparation and dissemination of
financial statements may differ from legislation in other jurisdictions.
Corporate Governance
The Directors are committed to maintaining the highest standards of corporate governance commensurate with the
size, stage of development and financial status of the Group.
The Board
The Board is responsible for the supervision and control of the Company and is accountable to the shareholders.
The Board has reserved decision-making on a variety of matters, including determining strategy for the Group,
reviewing and monitoring executive management performance and monitoring risks and controls.
The Board has seven Directors, comprising two executive Directors and five non-executive Directors. The Board met
formally on 8 (eight) occasions during the period ended 31 December 2012. An agenda and supporting
documentation was circulated in advance of each meeting. All the Directors bring independent judgement to bear on
issues affecting the Group and all have full and timely access to information necessary to enable them to discharge
their duties. The Directors have a wide and varying array of experiences in the industry.
KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2012 11
11
KIBO MINING PLC
DIRECTORS’ REPORT
Statement of Directors Responsibility
T
FINANCIAL STATEMENTS AT 31 DECEMBER 2012
KIBO MINING PLC
DIRECTORS’ REPORT
Books of account
FINANCIAL STATEMENTS AT 31 DECEMBER 2012
The measures taken by the directors to ensure compliance with the requirements in Section 202 of the Companies
Act 1990, regarding proper books of account are the implementation of necessary policies and procedures for
recording transactions, the employment of competent accounting personnel with appropriate expertise and the
provision of adequate resources to the financial function. The books of account of the Company are maintained at
Sirius Centre, Northpoint, Tuam Road, Galway.
Auditors
The auditors, LHM Casey McGrath, have indicated their willingness to continue in office in accordance with Section
160(2) of the Companies Act, 1963.
On behalf of the Board
Director
________________________
Date: 28 June 2013
Director
________________________
Date: 28 June 2013
he Directors are responsible for preparing the Annual Report and the Group and Company financial statements in
accordance with applicable law and Regulations.
Company law requires the Directors to prepare Group and parent Company financial statements for each financial
period. As permitted by Company law, the directors have prepared the Group financial statements in accordance
with International Financial Reporting Standards (IFRSs) as adopted by the European Union (EU IFRS) and have
elected to prepare the Company financial statements in accordance with EU IFRS, as applied in accordance with the
provisions of the Irish Companies Acts, 1963 to 2012 (‘the Companies Acts’).
The Group and Company financial statements are required by law and EU IFRS to present fairly the financial
position and performance of the Group. The Companies Acts provide in relation to such financial statements that
reference in the relevant parts of the Acts to financial statements giving a true and fair view are references to their
achieving a fair presentation. In preparing each of the Group and Company financial statements, the Directors are
required to:
select suitable accounting policies and apply them consistently;
make judgements and estimates that are reasonable and prudent;
state whether applicable accounting standards have been followed, subject to any material departures
disclosed and explained in the financial statements; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the
Group and Company will continue in business.
The directors confirm they have complied with the above requirements in preparing these accounts.
Under applicable law the Directors are also responsible for preparing a Directors’ Report and reports relating to
Directors’ remuneration and corporate governance that comply with that law and those rules.
The Directors are responsible for keeping proper books of account which disclose with reasonable accuracy at any
time the financial position of the Company and which enable them to ensure that its financial statements are
prepared in accordance with International Financial Reporting Standards, and comply with the Companies Acts,
1963 to 2012, and European Communities (Companies: Group Accounts) Regulations 1992 and all regulations to be
construed as one with those acts. They are also responsible for taking such steps as are reasonably open to them to
safeguard the assets of the Group and Company and hence for taking reasonable steps for the prevention and
detection of fraud and other irregularities.
The directors are responsible for the maintenance and integrity of the corporate and financial information included
on the Company’s website. Legislation in the Republic of Ireland governing the preparation and dissemination of
financial statements may differ from legislation in other jurisdictions.
Corporate Governance
The Directors are committed to maintaining the highest standards of corporate governance commensurate with the
size, stage of development and financial status of the Group.
The Board
The Board is responsible for the supervision and control of the Company and is accountable to the shareholders.
The Board has reserved decision-making on a variety of matters, including determining strategy for the Group,
reviewing and monitoring executive management performance and monitoring risks and controls.
The Board has seven Directors, comprising two executive Directors and five non-executive Directors. The Board met
formally on 8 (eight) occasions during the period ended 31 December 2012. An agenda and supporting
documentation was circulated in advance of each meeting. All the Directors bring independent judgement to bear on
issues affecting the Group and all have full and timely access to information necessary to enable them to discharge
their duties. The Directors have a wide and varying array of experiences in the industry.
11
12
12 KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2012
KIBO MINING PLC
INDEPENDENT AUDITORS REPORT
FINANCIAL STATEMENTS AT 31 DECEMBER 2012
We have audited the Group and Company financial statements of Kibo Mining Plc for the 15 month period ended 31
December 2012 which comprise of the Consolidated Statement of Comprehensive Income, Consolidated Statement
of Financial Position, Company Statement of Financial Position, Consolidated Statement of Cash Flows, Company
Statement of Cash Flows, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity
and the related notes. These financial statements have been prepared under the accounting policies set out on pages
15 to 22.
This report is made solely to the Company’s members as a body in accordance with Section 193 of the Companies
Act, 1990. Our audit work has been undertaken so that we might state to the Company’s members those matters we
are required to state to them in the audit report and for no other purpose. To the fullest extent permitted by law, we
do not accept or assume responsibility to anyone other than the Company or the Company’s members as a body for
our audit work, for this report, or for the opinions we have formed.
Respective responsibilities of Directors and auditors
The Directors’ responsibilities for preparing the Annual Report and the financial statements in accordance with
applicable law and International Financial Reporting Standards as adopted by the European Union (IFRSs) are set
out in the Statement of Directors’ Responsibilities on page 11.
Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements
and International Standards on Auditing (UK and Ireland).
We report to you our opinion as to whether the Group financial statements give a true and fair view, in accordance
with International Financial Reporting Standards as adopted by the European Union and are properly prepared in
accordance with the Companies Acts 1963 to 2012. We also report to you whether in our opinion: proper books of
account have been kept by the Company; whether at the balance sheet date, there exists a financial situation
requiring the convening of an extraordinary general meeting of the Company; and whether the information given in
the Directors’ Report is consistent with the financial statements. In addition, we state whether we have obtained all
the information and explanations necessary for the purposes of our audit and whether the financial statements are
in agreement with the books of account.
We report to the shareholders if, in our opinion, any information specified by law regarding Directors’ remuneration
and Directors’ transactions is not given and, where practicable, include such information in our report.
We read the other information contained in the Annual Report and consider whether it is consistent with the
audited financial statements. This other information comprises only the Directors’ Report and the Chairman’s
Report and Review of Activities. We consider the implications for our audit report if we become aware of any
apparent misstatements or material inconsistencies with the financial statements. Our responsibilities do not
extend to any other information.
Basis of opinion
We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued by the
Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and
disclosures in the financial statements. It also includes an assessment of the significant estimates and judgements
made by the Directors in the preparation of the financial statements, and of whether the accounting policies are
appropriate to the Group’s and Company’s circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which we considered
necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements
are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion
we also evaluated the overall adequacy of the presentation of information in the financial.
KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2012 13
13
KIBO MINING PLC
INDEPENDENT AUDITORS REPORT
FINANCIAL STATEMENTS AT 31 DECEMBER 2012
KIBO MINING PLC
INDEPENDENT AUDITORS REPORT
FINANCIAL STATEMENTS AT 31 DECEMBER 2012
We have audited the Group and Company financial statements of Kibo Mining Plc for the 15 month period ended 31
December 2012 which comprise of the Consolidated Statement of Comprehensive Income, Consolidated Statement
of Financial Position, Company Statement of Financial Position, Consolidated Statement of Cash Flows, Company
Statement of Cash Flows, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity
and the related notes. These financial statements have been prepared under the accounting policies set out on pages
15 to 22.
This report is made solely to the Company’s members as a body in accordance with Section 193 of the Companies
Act, 1990. Our audit work has been undertaken so that we might state to the Company’s members those matters we
are required to state to them in the audit report and for no other purpose. To the fullest extent permitted by law, we
do not accept or assume responsibility to anyone other than the Company or the Company’s members as a body for
our audit work, for this report, or for the opinions we have formed.
Respective responsibilities of Directors and auditors
The Directors’ responsibilities for preparing the Annual Report and the financial statements in accordance with
applicable law and International Financial Reporting Standards as adopted by the European Union (IFRSs) are set
out in the Statement of Directors’ Responsibilities on page 11.
Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements
and International Standards on Auditing (UK and Ireland).
We report to you our opinion as to whether the Group financial statements give a true and fair view, in accordance
with International Financial Reporting Standards as adopted by the European Union and are properly prepared in
accordance with the Companies Acts 1963 to 2012. We also report to you whether in our opinion: proper books of
account have been kept by the Company; whether at the balance sheet date, there exists a financial situation
requiring the convening of an extraordinary general meeting of the Company; and whether the information given in
the Directors’ Report is consistent with the financial statements. In addition, we state whether we have obtained all
the information and explanations necessary for the purposes of our audit and whether the financial statements are
in agreement with the books of account.
We report to the shareholders if, in our opinion, any information specified by law regarding Directors’ remuneration
and Directors’ transactions is not given and, where practicable, include such information in our report.
We read the other information contained in the Annual Report and consider whether it is consistent with the
audited financial statements. This other information comprises only the Directors’ Report and the Chairman’s
Report and Review of Activities. We consider the implications for our audit report if we become aware of any
apparent misstatements or material inconsistencies with the financial statements. Our responsibilities do not
extend to any other information.
Basis of opinion
We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued by the
Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and
disclosures in the financial statements. It also includes an assessment of the significant estimates and judgements
made by the Directors in the preparation of the financial statements, and of whether the accounting policies are
appropriate to the Group’s and Company’s circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which we considered
necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements
are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion
we also evaluated the overall adequacy of the presentation of information in the financial.
Opinion
In our opinion
the Group financial statements give a true and fair view, in accordance with IFRSs as adopted by the EU, of
the state of the Group’s affairs as at 31 December 2012 and of its loss for the period then ended;
the Company financial statements give a true and fair view, in accordance with IFRSs as adopted by the EU
and as applied in accordance with the provisions of the Companies Acts, 1963 to 2012, of the state of the
Company’s affairs as at 31 December 2012; and
the financial statements have been properly prepared in accordance with the Companies Acts, 1963 to
2012.
We have obtained all the information and explanations we consider necessary for the purposes of our audit. In our
opinion proper books of account have been kept by the Company. The Company Statement of Financial Position is in
agreement with the books of account.
In our opinion, the information given in the Directors’ Report is consistent with the financial statements. The net
assets of the Company, as stated in the Company Statement of Financial Position on page 25, are more than half of
the amount of its called up share capital and, in our opinion, on that basis there did not exist at 31 December 2012 a
financial situation which under Section 40(1) of the Companies (Amendment) Act, 1983, may require the convening
of an extraordinary meeting of the Company.
Emphasis of Matter – Realisation of Assets
Without qualifying our opinion, we draw your attention to notes 10, 11, 12 and 18 concerning the valuation of
intangible assets, amounts due from Group undertakings and investments in group undertakings. The realisation of
intangible assets of £21,054,614 (2011: £3,853,550), amounts due from Group undertakings of £24,462,066 (2011:
£3,198,297) and investment in group undertakings of £4,326,511 (2011: £4,326,511) included in the Company
Statement of Financial Position is dependent on the discovery and successful development of economic reserves
including the ability of the Group to raise sufficient finance to develop the projects.
Fergal McGrath
________________________________________________________
For and on behalf of
LHM Casey McGrath
Chartered Certified Accountants
Statutory Audit Firm
6 Northbrook Road, Dublin 6, Ireland
Date: 28 June 2013
13
14
14 KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2012
KIBO MINING PLC
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
FINANCIAL STATEMENTS AT 31 DECEMBER 2012
General Information
Kibo Mining Plc (“the Company”) is a Company incorporated in Ireland. The Group financial statements consolidate
those of the Company and its subsidiaries (together referred to as the “Group”). The principal activities of the
Company and its subsidiaries are related to the exploration for and development of coal and other minerals in
Tanzania. The figures in the financial statements are presented in Sterling unless otherwise stated.
Statement of Compliance
As permitted by the European Union, the Group financial statements have been prepared in accordance with
International Financial Reporting Standards (IFRSs) and their interpretations issued by the International
Accounting Standards Board (IASB) as adopted by the EU (IFRS). The individual financial statements of the
Company (“Company financial statements”) have been prepared in accordance with the Companies Act, 1963 to
2012 which permits a Company that publishes its Company and Group financial statements together, to take
advantage of the exemption in Section 148(8) of the Companies Act, 1963, from presenting to its members its
Company Income Statement and related notes that form part of the approved Company financial statements.
The IFRSs adopted by the EU as applied by the Company and the Group in the preparation of these financial
statements are those that were effective at 31 December 2012.
Statement of Accounting Policies
The accounting policies set out below have been applied consistently to all periods presented in these consolidated
financial statements.
Basis of Preparation
The Group and Company financial statements are prepared on the historical cost basis. The accounting policies have
been applied consistently by Group entities. The Group and Company financial statements have been prepared on a
going concern basis as explained on page 8.
Use of Estimates and Judgements
The preparation of financial statements in conformity with EU IFRS requires management to make judgements,
estimates and assumptions that affect the application of accounting policies and the reported amounts of assets,
liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and
various other factors that are believed to be reasonable under the circumstances, the results of which form the basis
of making judgements about carrying values of assets and liabilities that are not readily apparent from other
sources.
In particular, there are significant areas of estimation, uncertainty and critical judgements in applying accounting
policies that have the most significant effect on the amounts recognised in the financial statements in the following
areas:
Measurement of the recoverable amounts of intangible assets; and
Utilisation of tax losses
Exploration and evaluation expenditure
The Group’s revised accounting policy for exploration and evaluation expenditure results in the capitalisation of
certain intangible mineral resources which are identified through business combinations or equivalent acquisitions.
This policy requires management to make certain estimates and assumptions as to future events and circumstances,
in particular whether an economically viable extraction operation can be established based on the separately
identified mineral resources. Any such estimates and assumptions may change as new information becomes
available. If, after having capitalised the intangible mineral resources under the policy, a judgement is made that
recovery of the intangible asset is unlikely, the relevant capitalised amount will be written off to the income
statement.
Taxation
Assessing the recoverability of deferred income tax assets requires the Company to make significant estimates
related to expectations of future taxable income. Estimates of future taxable income are based on forecast cash flows
from operations and the application of existing tax laws in each jurisdiction. To the extent that future cash flows and
taxable income differ significantly from estimates, the ability of the Company to realise the net deferred tax assets
recorded at the end of the reporting period could be impacted.
KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2012 15
15
KIBO MINING PLC
FINANCIAL STATEMENTS AT 31 DECEMBER 2012
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
KIBO MINING PLC
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
FINANCIAL STATEMENTS AT 31 DECEMBER 2012
General Information
Revenue Recognition - Interest Revenue
Kibo Mining Plc (“the Company”) is a Company incorporated in Ireland. The Group financial statements consolidate
those of the Company and its subsidiaries (together referred to as the “Group”). The principal activities of the
Company and its subsidiaries are related to the exploration for and development of coal and other minerals in
Tanzania. The figures in the financial statements are presented in Sterling unless otherwise stated.
Statement of Compliance
Interest revenue is accrued on a time basis, by reference to the principal outstanding and at the effective interest
rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of
the financial asset to that asset’s net carrying amount.
Consolidation
As permitted by the European Union, the Group financial statements have been prepared in accordance with
International Financial Reporting Standards (IFRSs) and their interpretations issued by the International
Accounting Standards Board (IASB) as adopted by the EU (IFRS). The individual financial statements of the
Company (“Company financial statements”) have been prepared in accordance with the Companies Act, 1963 to
2012 which permits a Company that publishes its Company and Group financial statements together, to take
advantage of the exemption in Section 148(8) of the Companies Act, 1963, from presenting to its members its
Company Income Statement and related notes that form part of the approved Company financial statements.
The IFRSs adopted by the EU as applied by the Company and the Group in the preparation of these financial
statements are those that were effective at 31 December 2012.
Statement of Accounting Policies
The accounting policies set out below have been applied consistently to all periods presented in these consolidated
financial statements.
Basis of Preparation
The Group and Company financial statements are prepared on the historical cost basis. The accounting policies have
been applied consistently by Group entities. The Group and Company financial statements have been prepared on a
going concern basis as explained on page 8.
Use of Estimates and Judgements
The preparation of financial statements in conformity with EU IFRS requires management to make judgements,
estimates and assumptions that affect the application of accounting policies and the reported amounts of assets,
liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and
various other factors that are believed to be reasonable under the circumstances, the results of which form the basis
of making judgements about carrying values of assets and liabilities that are not readily apparent from other
sources.
areas:
In particular, there are significant areas of estimation, uncertainty and critical judgements in applying accounting
policies that have the most significant effect on the amounts recognised in the financial statements in the following
Measurement of the recoverable amounts of intangible assets; and
Exploration and evaluation expenditure
Utilisation of tax losses
The Group’s revised accounting policy for exploration and evaluation expenditure results in the capitalisation of
certain intangible mineral resources which are identified through business combinations or equivalent acquisitions.
This policy requires management to make certain estimates and assumptions as to future events and circumstances,
in particular whether an economically viable extraction operation can be established based on the separately
identified mineral resources. Any such estimates and assumptions may change as new information becomes
available. If, after having capitalised the intangible mineral resources under the policy, a judgement is made that
recovery of the intangible asset is unlikely, the relevant capitalised amount will be written off to the income
statement.
Taxation
Assessing the recoverability of deferred income tax assets requires the Company to make significant estimates
related to expectations of future taxable income. Estimates of future taxable income are based on forecast cash flows
from operations and the application of existing tax laws in each jurisdiction. To the extent that future cash flows and
taxable income differ significantly from estimates, the ability of the Company to realise the net deferred tax assets
recorded at the end of the reporting period could be impacted.
The consolidated financial statements comprise the financial statements of Kibo Mining Plc and its subsidiaries for
the 15 month period ended 31 December 2012.
Subsidiaries are entities controlled by the Group. Control exists when the Group has the power, directly or
indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In
assessing control, potential voting rights that are currently exercisable or convertible are taken into account.
Subsidiaries are fully consolidated from the date that control commences until the date that control ceases.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies
adopted by the Group.
Intragroup balances and any unrealised gains or losses or income or expenses arising from intragroup transactions
are eliminated in preparing the Group financial statements, except to the extent they provide evidence of
impairment.
The Group accounts for business combinations using the acquisition method of accounting. The cost of the business
combination is measured as the aggregate of the fair values of assets given, liabilities incurred or assumed and
equity instruments issued. Costs directly attributable to the business combination are expensed as incurred, except
the costs to issue debt which are amortised as part of the effective interest and costs to issue equity which are
included in equity.
The acquiree's identifiable assets, liabilities and contingent liabilities which meet the recognition conditions of IFRS
3 Business Combinations are recognised at their fair values at acquisition date.
Contingent liabilities are only included in the identifiable assets and liabilities of the acquiree where there is a
present obligation at acquisition date.
Non-controlling interest arising from a business combination is measured either at their share of the fair value of
the assets and liabilities of the acquiree or at fair value. The treatment is not an accounting policy choice but is
selected for each individual business combination, and disclosed in the note for business combinations.
Intangible Assets
An intangible asset is recognised when:
it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity;
and
the cost of the asset can be measured reliably.
Intangible assets are carried at cost less accumulated amortisation and impairment.
Irrespective of whether there is any indication of impairment, the Group also:
tests intangible assets with an indefinite useful life or intangible assets not yet available for use for impairment
annually by comparing its carrying amount with its recoverable amount. This impairment test is performed during
the annual period and at the same time every period; and
test goodwill by comparing its carrying value with its recoverable amount.
15
16
16 KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2012
KIBO MINING PLC
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
FINANCIAL STATEMENTS AT 31 DECEMBER 2012
Exploration & Evaluation Assets
Exploration and evaluation activity involves the search for mineral resources, the determination of technical
feasibility and the assessment of commercial viability of an identified resource. Exploration and evaluation activity
includes:
• researching and analysing historical exploration data;
• gathering exploration data through topographical, geochemical and geophysical studies;
• exploratory drilling, trenching and sampling;
• determining and examining the volume and grade of the resource;
• surveying transportation and infrastructure requirements; and
• conducting market and finance studies.
Administration costs attributable to exploration activities are charged to the income statement. Licence costs paid in
connection with a right to explore in an existing exploration area is charged to the income statement. Exploration
and evaluation expenditure is charged to the income statement as incurred except in the following circumstances, in
which case the expenditure may be capitalised:
• In respect of minerals activities:
–
the exploration and evaluation activity is within an area of interest which was previously acquired as an
asset acquisition or in a business combination and measured at fair value on acquisition; or
the existence of a commercially viable mineral deposit has been established.
–
Capitalised exploration and evaluation expenditure considered to be tangible is recorded as a component of
property, plant and equipment at cost less impairment charges. Otherwise, it is recorded as an intangible. As the
capitalised exploration and evaluation expenditure asset is not available for use, it is not depreciated. All capitalised
exploration and evaluation expenditure is monitored for indications of impairment. Where a potential impairment is
indicated, assessment is performed for each area of interest in conjunction with the group of operating assets
(representing a cash generating unit) to which the exploration is attributed. Exploration areas at which reserves
have been discovered but require major capital expenditure before production can begin, are continually evaluated
to ensure that commercial quantities of reserves exist or to ensure that additional exploration work is under way or
planned.
Impairment
Assets are reviewed for impairment at each reporting date or whenever events or changes in circumstances indicate
that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the
asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair
value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest
levels for which there are separately identifiable cash flows (cash generating units).
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the
carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount. An impairment loss is
recognised in the Statement of Comprehensive Income immediately.
Property, Plant and Equipment
Property, Plant and Equipment are stated at cost or valuation, less accumulated depreciation. Depreciation is
provided at rates calculated to write off the cost less residual value of each asset over its expected useful life, as
follows:
Office equipment-between 12.5% to 37.5% straight line;
Plant & machinery at 20% straight line;
Furniture and fixtures at 12.5% straight line;
Motor vehicles at 25% straight line; and
I.T Equipment at 20% straight line
The residual value and useful lives of the property, plant and equipment are reviewed annually and adjusted if
appropriate at each Statement of Financial Position date.
On disposal of property, plant and equipment the cost and the related accumulated depreciation and impairments
are removed from the financial statements and the net amount, less any proceeds, is taken to the Statement of
Comprehensive Income.
KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2012 17
17
KIBO MINING PLC
FINANCIAL STATEMENTS AT 31 DECEMBER 2012
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
KIBO MINING PLC
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
FINANCIAL STATEMENTS AT 31 DECEMBER 2012
Exploration & Evaluation Assets
Income Tax
Exploration and evaluation activity involves the search for mineral resources, the determination of technical
feasibility and the assessment of commercial viability of an identified resource. Exploration and evaluation activity
Income tax expense comprises current and deferred tax. Income tax expense is recognised in the Income Statement
except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity.
includes:
• researching and analysing historical exploration data;
• gathering exploration data through topographical, geochemical and geophysical studies;
• exploratory drilling, trenching and sampling;
• determining and examining the volume and grade of the resource;
• surveying transportation and infrastructure requirements; and
• conducting market and finance studies.
Administration costs attributable to exploration activities are charged to the income statement. Licence costs paid in
connection with a right to explore in an existing exploration area is charged to the income statement. Exploration
and evaluation expenditure is charged to the income statement as incurred except in the following circumstances, in
which case the expenditure may be capitalised:
• In respect of minerals activities:
–
–
the exploration and evaluation activity is within an area of interest which was previously acquired as an
asset acquisition or in a business combination and measured at fair value on acquisition; or
the existence of a commercially viable mineral deposit has been established.
Capitalised exploration and evaluation expenditure considered to be tangible is recorded as a component of
property, plant and equipment at cost less impairment charges. Otherwise, it is recorded as an intangible. As the
capitalised exploration and evaluation expenditure asset is not available for use, it is not depreciated. All capitalised
exploration and evaluation expenditure is monitored for indications of impairment. Where a potential impairment is
indicated, assessment is performed for each area of interest in conjunction with the group of operating assets
(representing a cash generating unit) to which the exploration is attributed. Exploration areas at which reserves
have been discovered but require major capital expenditure before production can begin, are continually evaluated
to ensure that commercial quantities of reserves exist or to ensure that additional exploration work is under way or
planned.
Impairment
Assets are reviewed for impairment at each reporting date or whenever events or changes in circumstances indicate
that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the
asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair
value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest
levels for which there are separately identifiable cash flows (cash generating units).
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the
carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount. An impairment loss is
recognised in the Statement of Comprehensive Income immediately.
Property, Plant and Equipment
Property, Plant and Equipment are stated at cost or valuation, less accumulated depreciation. Depreciation is
provided at rates calculated to write off the cost less residual value of each asset over its expected useful life, as
follows:
Office equipment-between 12.5% to 37.5% straight line;
Plant & machinery at 20% straight line;
Furniture and fixtures at 12.5% straight line;
Motor vehicles at 25% straight line; and
I.T Equipment at 20% straight line
The residual value and useful lives of the property, plant and equipment are reviewed annually and adjusted if
appropriate at each Statement of Financial Position date.
On disposal of property, plant and equipment the cost and the related accumulated depreciation and impairments
are removed from the financial statements and the net amount, less any proceeds, is taken to the Statement of
Comprehensive Income.
17
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively
enacted at the reporting date, and any adjustment to tax payable in respect of previous years.
Deferred tax is recognised using the balance sheet method, providing for temporary differences between the
carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation
purposes. Deferred tax is not recognised for the following temporary differences: the initial recognition of goodwill,
the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects
neither accounting nor taxable profit, and differences relating to investments in subsidiaries to the extent that they
probably will not reverse in the foreseeable future. Deferred tax is measured at the tax rates that are expected to be
applied to the temporary differences when they reverse, based on the laws that have been enacted or substantively
enacted by the reporting date.
A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against
which temporary difference can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced
to the extent that it is no longer probable that the related tax benefit will be realised.
Additional income taxes that arise from the distribution of dividends are recognised at the same time as the liability
to pay the related dividend is recognised.
Foreign Currencies
Functional and presentation currency
Items included in the financial statements of each of the Group’s entities are measured using the currency of the
primary economic environment in which the entity operates (“the functional currency”). The consolidated financial
statements are presented in Sterling, which is the Group’s presentation currency. This is also the functional currency
of the Group and Company and is considered by the Board also to be appropriate for the purposes of preparing the
Group financial statements.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the
dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and
from the translation at period end exchange rates of monetary assets and liabilities denominated in foreign
currencies are recognised in the Statement of Comprehensive Income.
Group companies
The results and financial position of all the Group entities (none of which has the currency of a hyperinflationary
economy) that have a functional currency different from the presentation currency are translated into the
presentation currency as follows:
Monetary assets and liabilities for each Statement of Financial Position presented are presented at the
closing rate at the date of that Statement of Financial Position. Non-monetary items are measured at the
exchange rate in effect at the historical transaction date and are not translated at each Statement of
Financial Position date;
Income and expenses for each income statement are translated at average exchange rates (unless this
average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction
dates, in which case income and expenses are translated at the dates of the transaction): and
All resulting exchange differences are recognised as a separate component of equity. On consolidation,
exchange differences arising from the translation of monetary items receivable from foreign subsidiaries for
which settlement is neither planned nor likely to occur in the foreseeable future are taken to shareholders
equity. When a foreign operation is sold, such exchange differences are recognised in the income statement
as part of the gain or loss on sale.
Issue Expenses and Share Premium Account
Issue expenses are written off against the premium arising on the issue of share capital.
18
18 KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2012
KIBO MINING PLC
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
FINANCIAL STATEMENTS AT 31 DECEMBER 2012
Earnings per share
The Group presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS is calculated
by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number
of ordinary shares outstanding during the period. Diluted EPS is determined by adjusting the profit or loss
attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding for the
effects of all dilutive potential ordinary shares.
Financial Instruments
Cash and Cash Equivalents
Cash and Cash Equivalents in the Statement of Financial Position comprise cash at bank and in hand and short term
deposits with an original maturity of three months or less. Bank overdrafts that are repayable on demand and form
part of the Group’s cash management are included as a component of cash and cash equivalents for the purpose of
the statement of cash flows.
Trade and other receivables / payables
Trade and other receivables and payables are stated at cost less impairment, which approximates fair value given
the short dated nature of these assets and liabilities.
Share based payments
For such grants of share options, the fair value as at the date of grant is calculated using the Black-Scholes option
pricing model, taking into account the terms and conditions upon which the options were granted. The amount
recognised as an expense is adjusted to reflect the actual number of share options that are likely to vest, except
where forfeiture is only due to market based conditions not achieving the threshold for vesting.
Shareholder warrants
The shareholder warrants entitle shareholders to a number of common shares based upon the number of shares
they subscribed for at the date of issue of the warrant instrument. The warrants relate to a transaction with the
equity holders as opposed to a transaction in exchange for any goods or services. The equity component of the
instrument is not considered material and there is no liability component arising as a result of these warrants. Upon
exercise of the warrant the proceeds received, net of attributable transaction costs, are credited to share capital and
where appropriate share premium.
Share Capital
Incremental costs directly attributable to the issue of ordinary shares and share options are recognised directly in
equity.
KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2012 19
19
KIBO MINING PLC
FINANCIAL STATEMENTS AT 31 DECEMBER 2012
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
KIBO MINING PLC
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
FINANCIAL STATEMENTS AT 31 DECEMBER 2012
Earnings per share
NEW STANDARDS AND INTERPRETATIONS
The Group’s financial statements have been drawn up on the basis of accounting standards, interpretations and
amendments effective at the beginning of the accounting period.
Cash and Cash Equivalents in the Statement of Financial Position comprise cash at bank and in hand and short term
deposits with an original maturity of three months or less. Bank overdrafts that are repayable on demand and form
part of the Group’s cash management are included as a component of cash and cash equivalents for the purpose of
the statement of cash flows.
Trade and other receivables / payables
IFRS 9: Financial Instruments New standard that forms the first part of a three-part
Recognition and Measurement
project to replace
1 January 2015
IAS 39 Financial Instruments:
There following new standards, interpretations and amendments not yet effective have not been adopted by the
Group and Company during the current financial period as these will be assessed on an individual basis as and when
they become effective:
Standards
Details of amendment
Annual periods
beginning on or after
IFRS 10: Consolidated Financial
Statements
IFRS 11: Joint Arrangements
IFRS 12: Disclosure of Interests
in Other Entities
IFRS 13: Fair Value
Measurement
IAS 19: Employee Benefits
IAS 27: Consolidated and
Separate Financial Statements
IAS 28: Investments in
Associates
IAS 32: Financial Instruments :
Presentation
IAS 34: Interim Financial
Reporting
IFRIC 20: Stripping Costs in the
Production Phase of a Surface
Mine
New standard that replaces the consolidation
requirements in SIC-12 Consolidation—Special
Purpose Entities and IAS 27 Consolidated and
Separate Financial Statements. Standard builds on
existing principles by identifying the concept of
control as the determining factor in whether an entity
should be included within the consolidated financial
statements of the parent company and provides
additional guidance to assist in the determination of
control where this is difficult to assess
New standard that deals with the accounting for joint
arrangements and focuses on the rights and
obligations of the arrangement, rather than its legal
form. Standard requires a single method for
accounting for interests in jointly controlled entities
New and comprehensive standard on disclosure
requirements for all forms of interests in other
entities, including joint arrangements, associates,
special purpose vehicles and other off balance sheet
vehicles
New guidance on fair value measurement and
disclosure requirements
Amendments to the accounting for current and future
obligations resulting from the provision of defined
benefit plans
Consequential amendments resulting from the issue
of IFRS 10,11 and 12
Consequential amendments resulting from the issue
of IFRS 10,11 and 12
- Amendments require entities to disclose gross
amounts subject to rights of set-off, amounts set off in
accordance with the accounting standards followed,
and the related net credit exposure. This information
will help investors understand the extent to which an
entity has set off in its Statement of Financial Position
and the effects of rights of set-off on the entity’s
rights and obligations.
- Annual Improvements 2009–2011 Cycle:
Amendments to clarify the tax effect of distribution to
holders of equity instruments.
Annual Improvements 2009–2011 Cycle:
Amendments to improve the disclosures for interim
financial reporting and segment information for total
assets and liabilities
Capitalisation of stripping costs in the production
phase of a surface mine until they meet the definition
of inventory in IAS 2 : Inventories
20
1 January 2013
1 January 2013
1 January 2013
1 January 2013
1 January 2013
1 January 2013
1 January 2013
1 January 2013
1 January 2013
1 January 2013
1 January 2013
20 KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2012
The Group presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS is calculated
by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number
of ordinary shares outstanding during the period. Diluted EPS is determined by adjusting the profit or loss
attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding for the
effects of all dilutive potential ordinary shares.
Financial Instruments
Cash and Cash Equivalents
Trade and other receivables and payables are stated at cost less impairment, which approximates fair value given
the short dated nature of these assets and liabilities.
Share based payments
For such grants of share options, the fair value as at the date of grant is calculated using the Black-Scholes option
pricing model, taking into account the terms and conditions upon which the options were granted. The amount
recognised as an expense is adjusted to reflect the actual number of share options that are likely to vest, except
where forfeiture is only due to market based conditions not achieving the threshold for vesting.
Shareholder warrants
The shareholder warrants entitle shareholders to a number of common shares based upon the number of shares
they subscribed for at the date of issue of the warrant instrument. The warrants relate to a transaction with the
equity holders as opposed to a transaction in exchange for any goods or services. The equity component of the
instrument is not considered material and there is no liability component arising as a result of these warrants. Upon
exercise of the warrant the proceeds received, net of attributable transaction costs, are credited to share capital and
where appropriate share premium.
Share Capital
Incremental costs directly attributable to the issue of ordinary shares and share options are recognised directly in
equity.
19
KIBO MINING PLC
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
FINANCIAL STATEMENTS AT 31 DECEMBER 2012
The Group have not yet assessed the impact of IFRS 9. Except for the amended disclosure requirements of IAS24
Revised, the above new standards, amendments and interpretations are not expected to materially affect the
Group’s reporting or reported numbers.
New IFRS issued by the IASB and applied in these financial statements are as follows:
The amendments as set out below are considered not to be material:
Details of amendment
Standards
IAS 1: Presentation of Financial
Statements
-Current/non-current classification of convertible
instruments
-Clarification of statement of changes in equity
- New requirements to group together items within
OCI that may be reclassified to the profit or loss
section of the income statement in order to facilitate
the assessment of their impact on the overall
performance of an entity.
- Annual Improvements 2009–2011 Cycle:
Amendments clarifying the requirements for
comparative information including minimum and
additional comparative information required.
Annual periods
beginning on or after
1 January 2010
1 January 2011
1 July 2012
1 January 2013
IAS 7: Statement of Cash Flows -Classification of expenditures on unrecognised
1 January 2010
assets
IAS 1: Presentation of Financial
Statements
IAS 16: Property, Plant and
Equipment
IAS 24: Related Party
Disclosures
IAS 27: Amendment –
Consolidated and separate
financial statements
IFRS3: Revised – Business
Combinations
IFRS 2: - Amendment - Group
Cash -settled Share-based
Payment Transactions
IFRS 7: Financial Instruments:
Disclosures
New requirements to group together items within
OCI that may be reclassified to the profit or loss
section of the income statement in order to facilitate
the assessment of their impact on the overall
performance of an entity.
Annual Improvements 2009–2011 Cycle:
Amendments to the recognition and classification of
servicing equipment.
-Simplification of the disclosure requirements for
government-related entities
-Clarification of the definition of a related party
- Transition requirements for amendments arising as
a result of IAS 27 Consolidated and Separate Financial
Statements
- Amendments to transition requirements for
contingent consideration from a business
combination that occurred before the effective date of
the revised IFRS
- Clarification on the measurement of non-controlling
interests
- Additional guidance provided on un-replaced and
voluntarily replaced share-based payment awards
- Clarification of scope of IFRS 2 and IFRS 3 revised
- Amendments relating to group cash-settled share-
based payment transactions – clarity of the definition
of the term “Group” and where in a group share based
payments must be accounted for.
- Amendments require additional disclosure on
transfer transactions of financial assets, including the
possible effects of any residual risks that the
transferring entity retains. The amendments also
require additional disclosures if a disproportionate
amount of transfer transactions are undertaken
21
around the end of a reporting period
KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2012 21
1 July 2012
1 January 2013
1 January 2011
1 July 2010
1 January 2011
1 July 2009
1 January 2010
1 July 2011
KIBO MINING PLC
FINANCIAL STATEMENTS AT 31 DECEMBER 2012
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
KIBO MINING PLC
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
FINANCIAL STATEMENTS AT 31 DECEMBER 2012
The Group have not yet assessed the impact of IFRS 9. Except for the amended disclosure requirements of IAS24
Revised, the above new standards, amendments and interpretations are not expected to materially affect the
Group’s reporting or reported numbers.
New IFRS issued by the IASB and applied in these financial statements are as follows:
The amendments as set out below are considered not to be material:
Details of amendment
Standards
Annual periods
beginning on or after
IAS 12: Income Taxes
- Amendments require entities to disclose gross
amounts subject to rights of set-off, amounts set off in
accordance with the accounting standards followed,
and the related net credit exposure. This information
will help investors understand the extent to which an
entity has set off in its Statement of Financial Position
and the effects of rights of set-off on the entity’s
rights and obligations.
Rebuttable presumption introduced that an
investment property will be recovered in its entirety
through sale.
1 January 2013
1 January 2012
IAS 1: Presentation of Financial
-Current/non-current classification of convertible
1 January 2010
Statements
instruments
-Clarification of statement of changes in equity
- New requirements to group together items within
OCI that may be reclassified to the profit or loss
section of the income statement in order to facilitate
the assessment of their impact on the overall
performance of an entity.
- Annual Improvements 2009–2011 Cycle:
Amendments clarifying the requirements for
comparative information including minimum and
additional comparative information required.
1 January 2011
1 July 2012
1 January 2013
IAS 7: Statement of Cash Flows -Classification of expenditures on unrecognised
1 January 2010
assets
IAS 1: Presentation of Financial
New requirements to group together items within
Statements
1 July 2012
OCI that may be reclassified to the profit or loss
section of the income statement in order to facilitate
the assessment of their impact on the overall
performance of an entity.
IAS 16: Property, Plant and
Annual Improvements 2009–2011 Cycle:
Equipment
Amendments to the recognition and classification of
1 January 2013
servicing equipment.
IAS 24: Related Party
-Simplification of the disclosure requirements for
Disclosures
government-related entities
1 January 2011
-Clarification of the definition of a related party
IAS 27: Amendment –
- Transition requirements for amendments arising as
1 July 2010
Consolidated and separate
a result of IAS 27 Consolidated and Separate Financial
financial statements
Statements
IFRS3: Revised – Business
- Amendments to transition requirements for
Combinations
contingent consideration from a business
1 January 2011
IFRS 2: - Amendment - Group
- Clarification of scope of IFRS 2 and IFRS 3 revised
1 July 2009
Cash -settled Share-based
Payment Transactions
- Amendments relating to group cash-settled share-
1 January 2010
IFRS 7: Financial Instruments:
- Amendments require additional disclosure on
Disclosures
1 July 2011
combination that occurred before the effective date of
the revised IFRS
interests
- Clarification on the measurement of non-controlling
- Additional guidance provided on un-replaced and
voluntarily replaced share-based payment awards
based payment transactions – clarity of the definition
of the term “Group” and where in a group share based
payments must be accounted for.
transfer transactions of financial assets, including the
possible effects of any residual risks that the
transferring entity retains. The amendments also
require additional disclosures if a disproportionate
amount of transfer transactions are undertaken
21
around the end of a reporting period
22
22 KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2012
KIBO MINING PLC
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FINANCIAL STATEMENTS AT 31 DECEMBER 2012
All figures are stated in Sterling
Continuing operations
Administrative expenses
Exploration expenditure
Share based payment charge
Operating loss
Investment income
Loss on ordinary activities before tax
Taxation
(Loss) for the period
Other comprehensive income:
GROUP
15 month
period ended
31 December
2012
Audited
£
(2,295,936)
(897,740)
(1,290,446)
(4,484,122)
1,043
(4,483,079)
12 month
period ended
30 September
2011
Restated
£
(831,342)
(1,200,343)
(424,570)
(2,456,255)
7,248
(2,449,007)
-
(4,483,079)
-
(2,449,007)
Note
2
3
6
Exchange differences on translation of foreign operations
(3,830)
(74, 656)
Other Comprehensive income for the period net of tax
Total comprehensive income for the period
(3,830)
(4,486,909)
(74 656)
(2,523,663)
Loss for the period attributable to the owners of the parent
Total comprehensive Income attributable to the owners of the parent
(4,483,079)
(4,486,909)
(2,449,007)
(2,523,663)
Loss Per Share (pence)
Basic earnings per share (pence)
Diluted earnings per share (pence)
8
8
(0.83)
(0.83)
(0.74)
(0.74)
All activities derive from continuing operations. All losses and total comprehensive loss for the period are
attributable to the owners of the Company.
The Company has no recognised gains or losses other than those dealt with in the Statement of Comprehensive
Income.
The Group’s activities during the period include the post- acquisition results of Mzuri Energy Limited and Mayborn
Resource Investments Proprietary Limited.
The accompanying notes on pages 30-47 form an integral part of these financial statements.
The financial statements were approved by the Board of Directors on 28 June 2013 and signed on its behalf by:
On behalf of the Board
Director
________________________
Date: 28 June 2013
Director
________________________
Date: 28 June 2013
KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2012 23
23
KIBO MINING PLC
FINANCIAL STATEMENTS AT 31 DECEMBER 2012
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
KIBO MINING PLC
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
FINANCIAL STATEMENTS AT 31 DECEMBER 2012
All figures are stated in Sterling
All figures are stated in Sterling
Assets
Non-Current Assets
Property, plant and equipment
Intangible assets
Goodwill
Total non-current assets
Current Assets
Trade and other receivables
Cash and cash equivalents
Total current assets
(2,449,007)
Total Assets
Equity and Liabilities
Equity
Called up share capital
Share premium account
Share based payment reserve
Translation reserve
Retained deficit
Total Equity
Liabilities
Current Liabilities
Trade and other payables
Current tax ,liabilities
Total Current Liabilities
Total Equity and Liabilities
GROUP
15 month
period ended
31 December
2012
Audited
£
(2,295,936)
(897,740)
(1,290,446)
(4,484,122)
1,043
(4,483,079)
12 month
period ended
30 September
2011
Restated
£
(831,342)
(1,200,343)
(424,570)
(2,456,255)
7,248
(2,449,007)
-
(4,483,079)
-
Note
2
3
6
Continuing operations
Administrative expenses
Exploration expenditure
Share based payment charge
Operating loss
Investment income
Loss on ordinary activities before tax
Taxation
(Loss) for the period
Other comprehensive income:
Exchange differences on translation of foreign operations
(3,830)
(74, 656)
Other Comprehensive income for the period net of tax
Total comprehensive income for the period
(4,486,909)
(3,830)
(2,523,663)
(74 656)
Loss for the period attributable to the owners of the parent
Total comprehensive Income attributable to the owners of the parent
(4,483,079)
(4,486,909)
(2,449,007)
(2,523,663)
Loss Per Share (pence)
Basic earnings per share (pence)
Diluted earnings per share (pence)
8
8
(0.83)
(0.83)
(0.74)
(0.74)
All activities derive from continuing operations. All losses and total comprehensive loss for the period are
attributable to the owners of the Company.
The Company has no recognised gains or losses other than those dealt with in the Statement of Comprehensive
Income.
The accompanying notes on pages 30-47 form an integral part of these financial statements.
The financial statements were approved by the Board of Directors on 28 June 2013 and signed on its behalf by:
On behalf of the Board
Director
Director
________________________
Date: 28 June 2013
________________________
Date: 28 June 2013
23
The Group’s activities during the period include the post- acquisition results of Mzuri Energy Limited and Mayborn
Resource Investments Proprietary Limited.
The financial statements were approved by the Board of Directors on 28 June 2013 and signed on its behalf by:
On behalf of the Board
The accompanying notes on pages 30-47 form an integral part of these financial statements.
Director
________________________
Date: 28 June 2013
Director
________________________
Date: 28 June 2013
24
24 KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2012
31
December
2012
Audited
£
GROUP
30
September
2011
30
September
2010
Restated
£
Restated
£
Note
9
10
11
12
13
14
14
15
16
17
10,654
21,054,614
3,307,757
1,306
3,023,509
-
24,373,025 3,853,550 3,024,815
-
3,853,550
-
75,438
98,678
174,116
52,965
937,084
990,049
22,981
421,359
444,340
24,547,141 4,843,599 3,469,155
9,192,046
21,879,748
977,543
(81,334)
2,132,295
3,533,115
32,250
(10,508)
22,730,245 4,736,202 3,381,480
(9,237,758) (4,754,679) (2,305,672)
3,231,898
5,887,327
456,820
(85,164)
22,730,245 4,736,202 3,381,480
1,783,668
33,228
1,816,896
94,735
12,662
85,575
2,100
24,547,141 4,843,599 3,469,155
87,675
107,397
KIBO MINING PLC
COMPANY STATEMENT OF FINANCIAL POSITION
FINANCIAL STATEMENTS AT 31 DECEMBER 2012
All figures are stated in Sterling
Assets
Non-Current Assets
31
December
2012
Audited
£
COMPANY
30
September
2011
30
September
2010
Restated
£
Restated
£
Note
Investments in group undertakings
Total Non- current assets
18
4,326,511
4,326,511
4,326,511
2,626,511
Current Assets
Trade and other receivables
Cash and cash equivalents
Total Current assets
Total Assets
Equity and Liabilities
Equity
Called up share capital
Share premium
Share based payment reserve
Translation reserves
Retained deficit
Total Equity
Liabilities
Current Liabilities
Trade and other payables
Current tax liabilities
Total current liabilities
Total Equity and Liabilities
4,326,511
2,626,511
12
13
24,512,666
16,229
24,528,895
3,238,206
333,928
2,313,743
235,521
2,549,264
3,572,134
28,855,406 7,898,645 5,175,775
14
14
15
16
17
2,132,295
3,231,898
9,192,046
3,533,115
5,887,327
21,879,748
32,250
456,820
510,978
(9,255)
(90,373)
(19,754)
27,372,627
(572,930)
(4,190,391) (1,654,268)
5,115,475
7,831,404
27,372,627 7,831,404 5,115,475
1,449,552
58,200
2,100
60,300
28,855,406 7,898,645 5,175,775
54,619
12,622
67,241
33,227
1,482,779
The accompanying notes on pages 30-47 form integral part of these financial statements.
The financial statements were approved by the Board of Directors on 28 June 2013 and signed on its behalf by:
On behalf of the Board
Director
________________________
Date: 28 June 2013
Director
________________________
Date: 28 June 2013
KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2012 25
25
KIBO MINING PLC
FINANCIAL STATEMENTS AT 31 DECEMBER 2012
COMPANY STATEMENT OF FINANCIAL POSITION
Investments in group undertakings
Total Non- current assets
18
4,326,511
4,326,511
4,326,511
2,626,511
All figures are stated in Sterling
Assets
Non-Current Assets
Current Assets
Trade and other receivables
Cash and cash equivalents
Total Current assets
Total Assets
Equity and Liabilities
Equity
Called up share capital
Share premium
Share based payment reserve
Translation reserves
Retained deficit
Total Equity
Liabilities
Current Liabilities
Trade and other payables
Current tax liabilities
Total current liabilities
Total Equity and Liabilities
31
December
2012
Audited
£
COMPANY
30
30
September
September
2011
2010
Restated
Restated
£
£
Note
4,326,511
2,626,511
12
13
24,512,666
3,238,206
2,313,743
24,528,895
16,229
333,928
235,521
28,855,406 7,898,645 5,175,775
3,572,134
2,549,264
14
14
15
16
9,192,046
3,231,898
2,132,295
21,879,748
5,887,327
3,533,115
510,978
(19,754)
27,372,627
456,820
(90,373)
32,250
(9,255)
(4,190,391) (1,654,268)
(572,930)
27,372,627 7,831,404 5,115,475
7,831,404
5,115,475
1,449,552
17
1,482,779
33,227
54,619
12,622
67,241
58,200
2,100
60,300
28,855,406 7,898,645 5,175,775
The accompanying notes on pages 30-47 form integral part of these financial statements.
The financial statements were approved by the Board of Directors on 28 June 2013 and signed on its behalf by:
On behalf of the Board
Director
Director
________________________
Date: 28 June 2013
________________________
Date: 28 June 2013
25
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KIBO MINING PLC
CONSOLIDATED STATEMENT OF CASH FLOWS
All figures are stated in Sterling
Cash flows from operating activities
Loss for the period before taxation
Adjustments for:
Foreign exchange (gain)
Depreciation
Investment income
Movement of exploration activities
Share based payments
Movement in working capital
(Increase) in debtors
Increase/ (Decrease) in creditors
Net cash outflows from operating activities
Cash flows from financing activities
Proceeds of issue of share capital
Investment income
Net cash proceeds from financing activities
Cash flows from investing activities
Expenditure on exploration activities
Net cash used in investing activities
Purchase of property, plant and equipment
Net increase in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of the period
FINANCIAL STATEMENTS AT 31 DECEMBER 2012
FINANCIAL STATEMENTS AT 31 DECEMBER 2012
GROUP
15 month
period ended
31 December
2012
Restated
£
12 Month period
ended
30 September
2011
Restated
£
Notes
(4,483,079)
(2,449,007)
(83,871)
1,072
(1,043)
897,740
(2,378,735)
1,290,446
(22,473)
1,709,499
(691,709)
1,687,026
(74,656)
1,306
(7,248)
1,200,343
424,570
(904,692)
(29,984)
19,722
(914,954)
(10,262)
750,000
1,043
751,043
1,753,815
7,249
1,761,064
-
(897,740)
(897,740)
(838,406)
937,084
98,678
(330,385)
-
(330,385)
515,725
421,359
937,084
The accompanying notes on pages 30-47 form an integral part of these financial statements.
The financial statements were approved by the Board of Directors on 28 June 2013 and signed on its behalf by:
On behalf of the Board
Director
________________________
Date: 28 June 2013
Director
________________________
Date: 28 June 2013
28
28 KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2012
KIBO MINING PLC
COMPANY STATEMENT OF CASH FLOWS
All figures are stated in Sterling
Cash flows from operating activities
Loss for the period before taxation
Adjustments for:
Foreign exchange loss
Investment income
Share based payments
Movement in working capital
Decrease/(Increase) in debtors
Increase in creditors
Net cash outflows from operating activities
Cash flows from financing activities
Proceeds of issue of share capital
Net cash proceeds from financing activities
Investment income
Cash flows from investing activities
Net cash used in investing activities
Cost of investment in subsidiary
Net increase in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of the period
FINANCIAL STATEMENTS AT 31 DECEMBER 2012
FINANCIAL STATEMENTS AT 31 DECEMBER 2012
COMPANY
15 month
period ended
31 December
2012
Restated
£
12 month
period ended
30 September
2011
Restated
£
Notes
(2,536,123)
(1, 081, 338)
(74,991)
(1,116)
111,033
(2,501,197)
(81, 118)
(7, 248)
424, 570
(745 134)
16,844
1,415,538
(1,0,68,815)
1,432,382
(924, 463)
6, 941
(1, 662, 649)
(917, 522)
750,000
751,116
1,116
1, 753, 815
1, 761, 063
7, 248
-
-
-
-
(317,699)
333,928
16,229
98, 407
235, 521
333, 928
The accompanying notes on pages 30-47 form an integral part of these financial statements.
The financial statements were approved by the Board of Directors on 28 June 2013 and signed on its behalf by:
On behalf of the Board
Director
________________________
Date: 28 June 2013
Director
________________________
Date:
28 June 2013
KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2012 29
29
KIBO MINING PLC
FINANCIAL STATEMENTS AT 31 DECEMBER 2012
COMPANY STATEMENT OF CASH FLOWS
Loss for the period before taxation
(2,536,123)
(1, 081, 338)
Cash flows from operating activities
Adjustments for:
Foreign exchange loss
Investment income
Share based payments
Movement in working capital
Decrease/(Increase) in debtors
Increase in creditors
Net cash outflows from operating activities
Cash flows from financing activities
Proceeds of issue of share capital
Net cash proceeds from financing activities
Investment income
Cash flows from investing activities
Net cash used in investing activities
Cost of investment in subsidiary
Net increase in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of the period
COMPANY
15 month
period ended
31 December
2012
Restated
£
12 month
period ended
30 September
2011
Restated
£
Notes
(74,991)
(1,116)
111,033
(2,501,197)
(81, 118)
(7, 248)
424, 570
(745 134)
16,844
(924, 463)
1,415,538
(1,0,68,815)
1,432,382
(1, 662, 649)
6, 941
(917, 522)
750,000
751,116
1,116
1, 753, 815
1, 761, 063
7, 248
-
-
-
-
(317,699)
333,928
16,229
98, 407
235, 521
333, 928
The accompanying notes on pages 30-47 form an integral part of these financial statements.
The financial statements were approved by the Board of Directors on 28 June 2013 and signed on its behalf by:
On behalf of the Board
Director
Director
________________________
Date: 28 June 2013
________________________
28 June 2013
Date:
All figures are stated in Sterling
1.
Segment analysis
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:
KIBO MINING PLC
NOTES TO THE CONSOLIDATED AND COMPANY FINANCIAL STATEMENTS
FINANCIAL STATEMENTS AT 31 DECEMBER 2012
FINANCIAL STATEMENTS AT 31 DECEMBER 2012
Mining – incorporates the acquisition, exploration and development of mineral resources in Tanzania; and
Corporate – non mining and head office activities of the Group.
Administrative cost
Exploration expenditure
Investment income
Share based payments
Loss after tax
Tax
Administrative cost
Exploration expenditure
Investment income
Share based payments
Loss after tax
Tax
Assets
Segment assets
Liabilities
Segment liabilities
Additions to segments
Mining
Corporate
-
(897,740)
-
-
(897,740)
(2,295,936)
-
1,043
(1,290,446)
-
(3,585,339)
Mining
Corporate
-
(1,200,343)
-
-
(1,200,343)
-
(831,342)
-
7,248
(424,570)
(1,248,664)
-
15 month
period ended
31 December
2012 (£)
Group
(2,295,936)
(897,740)
1,043
(1,290,446)
-
(4,483,079)
12 month
period
ended 30
September
2011(£)
Group
(831,342)
(1,200,343)
7,248
(424,570)
(2,449,007)
-
15 month
period
ended 31
December
2012 (£)
Group
Mining
Corporate
24,373,025
174,116 24,547,141
-
1,816,896
1,816,896
Intangible assets - through business combination
Property, plant and equipment’s - through business combination
Other Significant items
24,362,371
10,654
- 24,362,371
10,654
-
Depreciation
1,072
-
-
29
30
30 KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2012
KIBO MINING PLC
NOTES TO THE CONSOLIDATED AND COMPANY FINANCIAL STATEMENTS
FINANCIAL STATEMENTS AT 31 DECEMBER 2012
Assets
Segment assets
Liabilities
Segment liabilities
Disposals to segments
Intangible assets
Property, plant and equipment’s
Additions to segments
12 month
period
ended 30
September
2011 (£)
Group
Mining
Corporate
3,853,550
990,049
4,843,599
-
-
-
107,397
107,397
-
(9,302)
-
(9,302)
Intangible assets - through business combination
Property, plant and equipment’s - through business combination
Other Significant items
1,700,000
-
-
-
1,700,000
-
Amortisation
Depreciation
Revenue from major products and services
-
-
-
1,306
-
1,306
The only revenue that the Group received during the period related to bank interest, which has been allocated to
Corporate.
Geographical segments
The Group operates in two principal geographical areas – [Ireland & United Kingdom] and [Tanzania, Canada &
Cyprus].
15 month
period
ended 31
December
2012 (£)
Major Operational indicators
Carrying value of segment assets
Loss after tax
Major Operational indicators
Carrying value of segment assets
Loss after tax
KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2012 31
31
Tanzania,
Canada &
Cyprus
Ireland &
United
Kingdom
Group
24,479,065
(1,943,819)
(2,539,260)
68,076 24,547,141
(4,483,079)
12 month
period
ended 30
September
2011 (£)
Tanzania
& Cyprus
Ireland &
United
Kingdom
Group
3,960,948
(1,200,343)
882,651
(1,248,664)
4,843,599
(2,449,007)
KIBO MINING PLC
FINANCIAL STATEMENTS AT 31 DECEMBER 2012
NOTES TO THE CONSOLIDATED AND COMPANY FINANCIAL STATEMENTS
KIBO MINING PLC
NOTES TO THE CONSOLIDATED AND COMPANY FINANCIAL STATEMENTS
FINANCIAL STATEMENTS AT 31 DECEMBER 2012
12 month
period
ended 30
September
2011 (£)
Group
Mining
Corporate
2.
Investment Income
3,853,550
990,049
4,843,599
Bank interest
15 month
period
ended 31
December
2012 (£)
12 month
period
ended 30
September
2011 (£)
1,043
7,248
Segment liabilities
Disposals to segments
107,397
107,397
Investment income comprises interest on surplus cash reserves held during the current period on short term basis.
3.
Loss on ordinary activities before taxation
Operating loss is stated after charging:
Depreciation of property, plant and equipment
Auditors’ remuneration
Re-admission expenses to AIM
Admission expenses to Johannesburg Stock Exchange – ALTX
Share based payments
4.
Staff costs (including directors)
15 month
period
ended 31
December
2012 (£)
12 month
period
ended 30
September
2011 (£)
1,072
11,886
603,601
-
1,290,446
1,306
17,500
-
433,287
424,750
Group
15 month
period
ended 31
December
2012 (£)
Group
12 month
period
ended 30
September
2011 (£)
Company
15 month
period
ended 31
December
2012 (£)
Company
12 month
period
ended 30
September
2011 (£)
Wages and salaries including social security costs
Share based payments
228,552
1,290,446
1518,998
132,797
424,570
557,367
189,185
-
189,185
41,018
424,570
465,588
Assets
Segment assets
Liabilities
Intangible assets
Property, plant and equipment’s
Additions to segments
-
-
-
-
-
-
(9,302)
(9,302)
-
-
-
-
-
-
-
1,306
1,306
Intangible assets - through business combination
1,700,000
1,700,000
Property, plant and equipment’s - through business combination
Other Significant items
Amortisation
Depreciation
Revenue from major products and services
Corporate.
Geographical segments
Cyprus].
The only revenue that the Group received during the period related to bank interest, which has been allocated to
The Group operates in two principal geographical areas – [Ireland & United Kingdom] and [Tanzania, Canada &
Major Operational indicators
Carrying value of segment assets
Loss after tax
Major Operational indicators
Carrying value of segment assets
Loss after tax
15 month
period
ended 31
December
2012 (£)
(4,483,079)
12 month
period
ended 30
September
2011 (£)
Group
Tanzania,
Canada &
Ireland &
United
Cyprus
Kingdom
Group
24,479,065
68,076 24,547,141
(1,943,819)
(2,539,260)
Tanzania
& Cyprus
Ireland &
United
Kingdom
3,960,948
882,651
4,843,599
(1,200,343)
(1,248,664)
(2,449,007)
Exploration activities
Administration
10
6
16
10
6
16
1
1
2
1
1
2
31
32
32 KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2012
The average monthly number of employees (including executive directors) during the period was as follows:
Group
12 month
period
ended 30
September
2011 (£)
Group
15 month
period
ended 31
December
2012 (£)
Company
15 month
period
ended 31
December
2012 (£)
Company
12 month
period
ended 30
September
2011 (£)
KIBO MINING PLC
NOTES TO THE CONSOLIDATED AND COMPANY FINANCIAL STATEMENTS
FINANCIAL STATEMENTS AT 31 DECEMBER 2012
5.
Directors’ emoluments
Basic salary and fees
Share based payments
Group
15 month
period
ended 31
December
2012 (£)
Group
12 month
period
ended 30
September
2011 (£)
Company
15 month
period
ended 31
December
2012 (£)
Company
12 month
period
ended 30
September
2011 (£)
228,552
-
228,552
103,997
335,196
439,193
189,185
-
189,185
85,997
335,196
421,193
The emoluments of the Chairman were £8,900 (2011: £6,020).
The emoluments of the highest paid director were £92,184 (2011: £61,957).
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 on page 6.
The following table summarises the remuneration applicable to each of the individuals who held office as a director
during the reporting period:
15 month period ended 31 December 2012
Salary and
fees
Share
options
Total
Christian Schaffalitzky
Louis Coetzee
Noel O’Keeffe
Des Burke
Tinus Maree
William Payne
Wenzel Kerremans
12 month period ended 30 September 2011
Christian Schaffalitzky
Louis Coetzee
Noel O’Keeffe
Des Burke
William Payne
Tinus Maree
Wenzel Kerremans
6.
Taxation
Current tax
£8,900
£92,184
£91,625
£8,900
£10,000
£12,000
£4,942
Salary and
fees
£6,020
£7,000
£61,957
£6,020
£12,000
£7,000
£4,000
-
-
-
-
-
-
-
Share
options
£55,866
£55,866
£55,866
£55,866
£55,866
£55,866
-
£8,900
£92,184
£91,625
£8,900
£10,000
£12,000
£4,942
Total
£61,886
£62,866
£117,823
£61,866
£67,866
£62,866
£4,000
15 month
period
ended 31
December
2012 (£)
12 month
period
ended 30
September
2011 (£)
Charge for the period in Ireland, Cyprus, England and Tanzania
Total tax charge
-
-
-
-
KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2012 33
33
KIBO MINING PLC
FINANCIAL STATEMENTS AT 31 DECEMBER 2012
NOTES TO THE CONSOLIDATED AND COMPANY FINANCIAL STATEMENTS
KIBO MINING PLC
NOTES TO THE CONSOLIDATED AND COMPANY FINANCIAL STATEMENTS
FINANCIAL STATEMENTS AT 31 DECEMBER 2012
2012 (£)
2011 (£)
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:
5.
Directors’ emoluments
Group
15 month
period
ended 31
December
2012 (£)
Group
12 month
period
Company
15 month
period
Company
12 month
period
ended 30
ended 31
ended 30
September
December
September
2011 (£)
2012 (£)
2011 (£)
228,552
-
228,552
103,997
335,196
439,193
189,185
-
189,185
85,997
335,196
421,193
Basic salary and fees
Share based payments
The emoluments of the Chairman were £8,900 (2011: £6,020).
The emoluments of the highest paid director were £92,184 (2011: £61,957).
shares of each director are shown in the directors’ report on page 6.
The following table summarises the remuneration applicable to each of the individuals who held office as a director
during the reporting period:
15 month period ended 31 December 2012
Salary and
fees
Share
options
Wenzel Kerremans
12 month period ended 30 September 2011
Salary and
£4,942
fees
Share
-
options
Christian Schaffalitzky
Louis Coetzee
Noel O’Keeffe
Des Burke
Tinus Maree
William Payne
Christian Schaffalitzky
Louis Coetzee
Noel O’Keeffe
Des Burke
William Payne
Tinus Maree
Wenzel Kerremans
Taxation
6.
Current tax
Key management personnel consist only of the directors. Details of share options and interests in the Company’s
Income tax expense recognised in the Statement Of Comprehensive Income
-
-
Loss from Continuing operations
(4,483,079)
(2,449,007)
Income tax expense calculated at 12.5% (2011: 12.5%)
(560,385)
(306,126)
Expenses that are not deductible in determining taxable profits
Other Income which is not taxable
Different tax rates of subsidiaries operating in other jurisdictions
Investment Income taxable at a different rate
Losses available for carry forward
157,120
(217,296)
-
-
39,257
-
30,451
539
620,561
235,879
£8,900
£92,184
£91,625
£8,900
£10,000
£12,000
-
-
-
-
-
-
£6,020
£7,000
£61,957
£6,020
£12,000
£7,000
£4,000
£55,866
£55,866
£55,866
£55,866
£55,866
£55,866
-
Total
£8,900
£92,184
£91,625
£8,900
£10,000
£12,000
£4,942
Total
£61,886
£62,866
£117,823
£61,866
£67,866
£62,866
£4,000
15 month
period
ended 31
December
2012 (£)
12 month
period
ended 30
September
2011 (£)
The effective tax rate used for the December 2012 and September 2011 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 2012 deferred taxation as no taxable income has been received to date. At the
Statement of Financial Position date, the Group had estimated unused tax losses of £9,086,808 (2011: £4,122,320)
available for offset against future profits which equates to an estimated deferred tax asset of £1,135,381 (2011:
£515,290). No deferred tax asset has been recognised due to the unpredictability of the future profit streams. Losses
may be carried forward indefinitely.
7.
Loss of parent Company
As permitted by Section 148(8) of the Companies Act 1963, the statement of comprehensive income of the parent
Company has not been separately disclosed in these financial statements. The parent Company’s loss for the
financial period was £2,536,123 (2011: £1,081,338).
8.
Loss per share
Basic loss per share
The basic and weighted average number of ordinary shares used in the calculation of basic earnings per share is as
12 month
follows:
period
ended 30
September
2011
15 month
period
ended 31
December
2012
Loss for the period attributable to equity holders of the parent
(£4,483,079)
(£2,449,007)
Weighted average number of ordinary shares for the purposes of
basic earnings per share
541,336,221 331,040,217
(0.74)
(0.83)
Basic loss per ordinary share (pence)
Diluted loss per share
Charge for the period in Ireland, Cyprus, England and Tanzania
Total tax charge
-
-
-
-
There is no dilutive effect of share options or warrants on the basic loss per share.
(0.83)
(0.74)
Diluted loss per ordinary share (pence)
Headline loss per share
33
34
Headline loss per share, as per the JSE requirements, has been calculated to be the equivalent of the basic loss per
share as displayed above.
34 KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2012
KIBO MINING PLC
NOTES TO THE CONSOLIDATED AND COMPANY FINANCIAL STATEMENTS
FINANCIAL STATEMENTS AT 31 DECEMBER 2012
9.
Property, plant and equipment
GROUP
Cost (£)
Opening Cost as at 1 October 2010
Additions
Disposals
Closing Cost as at 1 October 2011
Furniture
and Fittings
Motor
Vehicles
Office
Equipment
I.T
Equipment
Plant &
Machinery
Total
-
-
-
-
-
-
-
-
-
-
-
-
9,302
-
(9,302)
-
-
-
-
-
9,302
-
(9,302)
-
1,905
7,422
3,254
2,389
7,263 22,233
Additions through business combination
Disposals
Closing Cost as at 31 December 2012
-
1,905
-
7,422
-
3,254
-
2,389
-
7,263 22,233
-
Furniture
and Fittings
Motor
Vehicles
Office
Equipment
I.T
Equipment
Plant &
Machinery
Total
Accumulated Depreciation (“Acc Depr”)
(£)
Acc Depr as at 1 October 2010
Additions
Disposals
Depreciation
Acc Depr as at 31 October 2011
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
7,996
-
(9,302)
1,306
-
-
-
-
-
-
7,996
-
(9,302)
1,306
Additions through business combination
Disposals
Depreciation
Acc Depr as at 31 December 2012
663
-
61
724
4,228
-
473
4,701
1,035
-
104
1,139
1,220
-
122
1,342
3,361 10,507
-
1,072
3,673 11,579
-
312
Carrying Value (£)
Furniture
and Fittings
Motor
Vehicles
Office
Equipment
I.T
Equipment
Plant &
Machinery
Total
Carrying value as at 30 September 2011
Carrying value as at 31 December 2012
-
1,181
-
2,721
-
2,115
-
1,047
-
-
3,590 10,654
KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2012 35
35
KIBO MINING PLC
FINANCIAL STATEMENTS AT 31 DECEMBER 2012
NOTES TO THE CONSOLIDATED AND COMPANY FINANCIAL STATEMENTS
KIBO MINING PLC
NOTES TO THE CONSOLIDATED AND COMPANY FINANCIAL STATEMENTS
FINANCIAL STATEMENTS AT 31 DECEMBER 2012
9.
Property, plant and equipment
10.
Intangible assets
Furniture
Motor
Office
I.T
Plant &
Total
and Fittings
Vehicles
Equipment
Equipment
Machinery
Intangible assets consist mostly of separately identifiable prospecting assets identified through business
combinations, where these separately identifiable intangible assets will be recognised at fair value on acquisition
date of said subsidiary.
The following reconciliation serves to summarise the composition of intangible prospecting assets as at period end:
Group
2012 (£)
Group
2011 (£)
Opening balance of Prospecting rights
Additions of Intangible Assets through business combinations
Acquisition of the Kibo Mining (Cyprus) Limited prospecting rights
Acquisition of the Mzuri Energy Limited prospecting rights*
Impairment of Intangible assets previously recognised
3,853,550
3,023,509
-
17,201,064
21,054,614
-
1,700,000
-
3,853,550
(869,959)
Intangible assets are not amortised, due to the indefinite useful life which is attached to the underlying prospecting
rights. As at the time of preparation of the financial statement, there were no indication that the intangible assets
recognised is impaired.
*During the reporting period the Company acquired the entire interest in Mzuri Energy Limited for £20.4m by
issuing 680,297,733 ordinary shares. The Company also acquired the entire interest of Mayborn Resource
Investments Proprietary Limited for £0.8m by issuing 26,666,667 ordinary shares, with effect from October 2012.
As part of the business combination, the separately identifiable prospecting rights relating to the Ruwka Coal project
acquired through Mzuri Energy Limited and its subsidiaries was recognised at £17,201,064.
11. Business Combinations
Effective 2012, the Company acquired the entire interest in Mzuri Energy Limited for £20.4m by issuing
680,297,733 ordinary shares. The Company also acquired the entire interest of Mayborn Resource Investments
Proprietary Limited for £0.8m by issuing 26,666,667 ordinary shares, with effect from 1 October 2012.
The purpose of the acquisition was to increase the Kibo Group’s existing mineral projects in Tanzania, through the
acquisition of Mzuri Energy Limited and Mayborn Resource Investments (Proprietary) Limited which hold Coal and
Acquisition of Mzuri
Uranium exploration projects respectively.
Energy Limited and its
related entities as a
single indivisible
transaction
(£)
Cost of investments on acquisition date:
Acquisition of Mzuri Energy Limited and its subsidiaries#
Acquisition of Mayborn Resource Investments (Pty) Ltd
-
Net asset value of subsidiaries acquired
-
Separately identifiable Intangible asset – Rukwa Coal Project at fair value
Goodwill on acquisition of subsidiaries
20,408,932
800,000
(700,111)
20,508,821
(17,201,064)
3,307,757
#
Related subsidiaries include Rukwa Holdings Limited, Rukwa Coal Limited, Mzuri Power Limited, Kibo Uranium
Limited, Pinewood Resources Limited and Makambako Resources Limited.
36
36 KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2012
GROUP
Cost (£)
Opening Cost as at 1 October 2010
Additions
Disposals
Closing Cost as at 1 October 2011
Accumulated Depreciation (“Acc Depr”)
(£)
Acc Depr as at 1 October 2010
Additions
Disposals
Depreciation
Acc Depr as at 31 October 2011
Additions through business combination
Disposals
Closing Cost as at 31 December 2012
1,905
-
7,422
-
3,254
-
2,389
-
7,263 22,233
-
-
1,905
7,422
3,254
2,389
7,263 22,233
Furniture
Motor
Office
I.T
Plant &
Total
and Fittings
Vehicles
Equipment
Equipment
Machinery
9,302
-
9,302
-
(9,302)
-
(9,302)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
7,996
-
(9,302)
1,306
-
-
-
-
-
-
-
-
-
-
-
7,996
(9,302)
1,306
-
-
Additions through business combination
Disposals
Depreciation
Acc Depr as at 31 December 2012
663
-
61
724
4,228
-
473
4,701
1,035
-
104
1,139
1,220
-
122
1,342
3,361 10,507
3,673 11,579
1,072
312
Carrying Value (£)
Furniture
Motor
Office
I.T
Plant &
Total
and Fittings
Vehicles
Equipment
Equipment
Machinery
Carrying value as at 30 September 2011
-
-
-
-
-
-
Carrying value as at 31 December 2012
1,181
2,721
2,115
1,047
3,590 10,654
-
-
-
-
-
-
-
-
-
35
KIBO MINING PLC
NOTES TO THE CONSOLIDATED AND COMPANY FINANCIAL STATEMENTS
FINANCIAL STATEMENTS AT 31 DECEMBER 2012
The Rukwa and Pinewood projects will provide Kibo shareholders with access to an attractive portfolio of strategic
energy assets in Tanzania. The Rukwa project is substantially more advanced than Kibo’s existing exploration
projects, with a significant Mineral Resource of thermal coal already defined.
Goodwill recorded in connection with the above acquisitions during the 2012 financial period is primarily
attributable to the synergistic benefits where the Kibo Group will be able to attribute the required financial support
and management experience in order to develop the identified assets into profitable operations.
12. Trade and other receivables
Group
2012 (£)
Group
2011 (£)
Company
2012 (£)
Company
2011 (£)
Amounts falling due after one year:
Amounts owed by group undertakings
Amounts falling due within one year:
-
-
24,462,066
3,198,297
Other debtors
75,438
75,438
52,965 24,512,666 3,238,206
52,965
39,909
50 600
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.
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.
Debtors have been individually assessed for any indication of impairment and a provision has been raised
accordingly.
The carrying value of trade and other receivables equals their fair value due mainly to the short term nature of these
receivables.
13. Cash and Cash equivalents
Cash and cash equivalents consist of:
Short term convertible cash reserves
Group (£)
2012
Company (£)
2012
98,678
98,678
2011
937,084
937,084
16,229
16,229
2011
333,928
333,928
Cash and cash equivalents have not been ceded, or placed as encumbrance toward any liabilities as at year end.
14.
Share capital - Group and Company
Authorised equity
3,000,000,000 Ordinary shares of €0.01 each
(2011: 800,000,000 Ordinary shares of €0.01 each)
Allotted, issued and fully paid ordinary shares
2012
2011
€30,000,000
€8,000,000
1,126,521,842 Ordinary shares of €0.01 each
(2011: 377,629,511 Ordinary shares of €0.01 each)
£9,192,046
£3,231,898
KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2012 37
37
KIBO MINING PLC
FINANCIAL STATEMENTS AT 31 DECEMBER 2012
NOTES TO THE CONSOLIDATED AND COMPANY FINANCIAL STATEMENTS
KIBO MINING PLC
NOTES TO THE CONSOLIDATED AND COMPANY FINANCIAL STATEMENTS
FINANCIAL STATEMENTS AT 31 DECEMBER 2012
The Rukwa and Pinewood projects will provide Kibo shareholders with access to an attractive portfolio of strategic
energy assets in Tanzania. The Rukwa project is substantially more advanced than Kibo’s existing exploration
projects, with a significant Mineral Resource of thermal coal already defined.
Nature of consideration
Balance at 30 September 2011
Number of
Shares
Share
Capital
Share
Premium
Goodwill recorded in connection with the above acquisitions during the 2012 financial period is primarily
attributable to the synergistic benefits where the Kibo Group will be able to attribute the required financial support
and management experience in order to develop the identified assets into profitable operations.
12. Trade and other receivables
Group
Group
2012 (£)
2011 (£)
Company
2012 (£)
Company
2011 (£)
Amounts falling due after one year:
Amounts owed by group undertakings
Amounts falling due within one year:
-
-
24,462,066
3,198,297
Other debtors
75,438
75,438
52,965 24,512,666 3,238,206
52,965
50 600
39,909
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.
Trade and other receivables pledged as security
Shares issued during period (net of expenses)
Shares issued for acquisition of Mzuri Energy Limited &
Balance at 31 December 2012
Mayborn Resource Investments Limited
£5,887,327
377,629,511 £3,231,898
£393,958
£349,678
706,964,400 £5,610,470 £15,598,463
41,927,931
1,126,521,842 £9,192,046 £21,879,748
Consolidated Financial
Fully paid ordinary shares, which have a par value of €0.01, carry one vote and carry a right to dividends.
Share capital relates to the nominal value of the shares issued. The share premium relates to the excess of
consideration paid over the nominal value of the shares after deducting related expenses.
The Company issued 37,500,000 ordinary shares to the Mzuri Capital Group Limited at €0.01 each effective from 7
February 2012 at a placing price of 2p per ordinary share to raise £ 750,000 before placing expenditure.
The Company has entered into an agreement with YA Global Master SPV Ltd, a specialist fund managed by Yorkville
Advisors LLC, to provide a standby funding facility for a period of up to three years. Under the agreement YA Global
Master SPV Ltd will subscribe for ordinary shares in the Company with minimum gross subscription proceeds of
£500,000. The Company issued 4,427,931 ordinary shares in lieu of administrative expenditure payable as part of
the YA Global Master SPV Ltd agreement, at €0.01 each effective from 14 August 2012 at a placing price of 1.2844p
per ordinary totalling £ 56,875.
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.
Effective 2012, the Company acquired the entire interest in Mzuri Energy Limited for £20.4m by issuing
680,297,733 ordinary shares. The Company also acquired the entire interest of Mayborn Resource Investments
Proprietary Limited for £0.8m by issuing 26,666,667 ordinary shares, with effect from October 2012.
15.
Share based payments reserve
Debtors have been individually assessed for any indication of impairment and a provision has been raised
The carrying value of trade and other receivables equals their fair value due mainly to the short term nature of these
The following reconciliation serves to summarise the composition of the share based payment reserve as at period
end:
Group (£)
Opening balance of share based payment reserve
Additions of share based payment reserve through business combinations
Acquisition of the share based payment reserve through Mzuri Energy
Limited’s business combination
Issue of additional share options and share warrants within Company
2012
2011
456,820
32,250
466,565
977,543
54,158
Company (£)
2012
456,820
424,570
2011
Opening balance of share based payment reserve
Issue of additional share options and share warrants within Company
Costs associated with options issued as stated above.
456,820
510,978
54,158
32,250
456,820
424,570
The Group recognised the following expense related to equity settled share based payment transactions:
2012 (£)
2011 (£)
37
38
Share based payments
1,290,446
424,570
38 KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2012
accordingly.
receivables.
13. Cash and Cash equivalents
Cash and cash equivalents consist of:
Short term convertible cash reserves
Authorised equity
3,000,000,000 Ordinary shares of €0.01 each
(2011: 800,000,000 Ordinary shares of €0.01 each)
Allotted, issued and fully paid ordinary shares
Group (£)
Company (£)
2012
2012
98,678
98,678
2011
2011
16,229
16,229
937,084
937,084
333,928
333,928
2012
2011
€30,000,000
€8,000,000
Cash and cash equivalents have not been ceded, or placed as encumbrance toward any liabilities as at year end.
Share capital - Group and Company
14.
1,126,521,842 Ordinary shares of €0.01 each
(2011: 377,629,511 Ordinary shares of €0.01 each)
£9,192,046
£3,231,898
KIBO MINING PLC
NOTES TO THE CONSOLIDATED AND COMPANY FINANCIAL STATEMENTS
FINANCIAL STATEMENTS AT 31 DECEMBER 2012
The share based payment expenditure for the 2012 financial period relates to 3,125,659 ordinary shares issued by
Mzuri Energy Limited as consideration for advisory services provided with regard to the acquisition of Mzuri
Energy Limited, Mayborn Resource Investments (Proprietary) Limited and other related companies. As the issue of
these shares in Mzuri Energy Limited is directly attributable to the financial advisory services provided with regard
to the acquisition of the above companies, the expenditure was recognised at the fair market value of the services
rendered, through consolidated statement of income.
Additionally the Company also issued 4,427,931 ordinary shares at a placing price of £0.0128446 per share totalling
£56,875, relating to the YA Global Master SPV Ltd Subscription Agreement where administrative costs would be
settled through the issue of ordinary shares in the Company’s share capital. As the issue of these shares is directly
attributable to the financial advisory services provided with regard to the above agreement, the expenditure was
recognised at the fair market value of the services rendered through consolidated statement of income.
The Company also issued 4,000,000 Share Options during the 2012 financial period, in lieu of payment toward RFC
Ambrian for financial advisory services provided to the Company. These share options were valued using the Black-
Scholes model at grant date.
The share based payment reserve holds the equity element of the share option transactions adjusted for transfer on
exercise, cancellation or expiry of options.
At 31 December 2012 the Company had 17,939,258 options and 1,539,258 warrants outstanding for the issue of
Ordinary shares as follows:
31
December
2012
Exercise
start date
Exercise
Price
Number
Granted
Date of
Grant
Expiry
date
Options
Total
Warrants
20 Apr 10
06 Apr 11
07 Sept 12
20 Apr 10
06 Apr 11
07 Sept 12
20 Apr 15
31 Mar 16
07 Sept 15
1.5p
3.88p
2.31p
2,539,258
11,400,000
17,939,258
4,000,000
2,539,258
11,400,000
17,939,258
4,000,000
Total
Less exercised
20 Apr 10
20 Apr 10
20 Apr 10
20 Apr 10
10 Mar 11
20 Apr 15
20 Apr 15
1.5p
1.5p
1.5p
2,539,258
500,000
1,539,258
(1,500,000)
2,539,258
500,000
1,539,258
(1,500,000)
Total Contingently Issuable shares
19,478,516
19,478,516
Options issued were valued using the following inputs to the Black-Scholes model:
Kibo Mining Plc
Share Option
Information
2012
Kibo Mining Plc
Share Option
Information
2011
Mzuri Energy
Limited Share
Option
Information
2011
Share price when options issued
Expected volatility
Expected life
Risk free rate
Expected dividends
2.31p
122%
3 years
1.21%
Zero
4.1p
147%
5 years
2.73%
Zero
$ 0.20
84.85%
5 years
1.53%
Zero
KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2012 39
39
KIBO MINING PLC
FINANCIAL STATEMENTS AT 31 DECEMBER 2012
NOTES TO THE CONSOLIDATED AND COMPANY FINANCIAL STATEMENTS
KIBO MINING PLC
NOTES TO THE CONSOLIDATED AND COMPANY FINANCIAL STATEMENTS
FINANCIAL STATEMENTS AT 31 DECEMBER 2012
The share based payment expenditure for the 2012 financial period relates to 3,125,659 ordinary shares issued by
Mzuri Energy Limited as consideration for advisory services provided with regard to the acquisition of Mzuri
Energy Limited, Mayborn Resource Investments (Proprietary) Limited and other related companies. As the issue of
these shares in Mzuri Energy Limited is directly attributable to the financial advisory services provided with regard
to the acquisition of the above companies, the expenditure was recognised at the fair market value of the services
rendered, through consolidated statement of income.
Additionally the Company also issued 4,427,931 ordinary shares at a placing price of £0.0128446 per share totalling
£56,875, relating to the YA Global Master SPV Ltd Subscription Agreement where administrative costs would be
settled through the issue of ordinary shares in the Company’s share capital. As the issue of these shares is directly
attributable to the financial advisory services provided with regard to the above agreement, the expenditure was
recognised at the fair market value of the services rendered through consolidated statement of income.
The following detail is provided pertaining to the acquisition of Mzuri Energy Limited with effect from 1 October
2012, and its corresponding share based payment transaction:
On 1 August 2011 Mzuri Energy Limited established a share option program that entitles key management
personnel to purchase shares in the Company. In accordance with the program, holders of vested options are
entitled to purchase shares at the market price of the shares at the date of grant.
Disclosure of share option program and replacement awards:
2012 (£)
Share options acquired through business combinations
Movement during the period
Balance as at 31 December 2012
466,565
-
466,565
The Company also issued 4,000,000 Share Options during the 2012 financial period, in lieu of payment toward RFC
Ambrian for financial advisory services provided to the Company. These share options were valued using the Black-
Scholes model at grant date.
The fair value of the share-based payment is based upon the Black-Scholes formula, a commonly used option pricing
model. The calculation of volatility used in the model is based upon an average of market prices against current
market prices of listed companies operating in the mining industry.
The share based payment reserve holds the equity element of the share option transactions adjusted for transfer on
exercise, cancellation or expiry of options.
At 31 December 2012 the Company had 17,939,258 options and 1,539,258 warrants outstanding for the issue of
Ordinary shares as follows:
Date of
Grant
Exercise
start date
Expiry
date
Exercise
Price
Number
Granted
December
2012
31
20 Apr 10
06 Apr 11
07 Sept 12
20 Apr 10
06 Apr 11
07 Sept 12
20 Apr 15
31 Mar 16
07 Sept 15
1.5p
3.88p
2.31p
2,539,258
2,539,258
11,400,000
17,939,258
4,000,000
11,400,000
17,939,258
4,000,000
Options
Total
Warrants
Total
Less exercised
20 Apr 10
20 Apr 10
20 Apr 10
20 Apr 10
10 Mar 11
20 Apr 15
20 Apr 15
1.5p
1.5p
1.5p
2,539,258
500,000
1,539,258
(1,500,000)
2,539,258
500,000
1,539,258
(1,500,000)
The following factors are all taken into consideration when the option valuation as per the Black-Scholes model is
used:
Weighted average share price;
Exercise price;
Expected volatility;
Option life;
Expected dividends, and
The risk-free interest rate,
During the current period, the Group acquired the entire interest in Mzuri Energy Limited and its subsidiaries.
Through its acquisition the Group assumed the responsibility relating to equity-settled share based payment
transactions previously entered into by Mzuri Energy Limited.
16. 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.
17. Trade and other payables
Group
2012 (£)
Group
2011 (£)
Company
2012 (£)
Company
2011 (£)
Total Contingently Issuable shares
19,478,516
19,478,516
Amounts falling due within one year:
Options issued were valued using the following inputs to the Black-Scholes model:
Kibo Mining Plc
Kibo Mining Plc
Share Option
Information
2012
Share Option
Information
2011
Mzuri Energy
Limited Share
Option
Information
2011
Trade payables
Amounts owed to group undertakings
Other creditors
Accruals and deferred income
1,677,851
-
14,095
91,722
1,783,668
34,898
-
494
59,343
94,735
1,338,299
36,090
-
75,163
1,449,552
15,667
-
-
38,952
54,619
Share price when options issued
Expected volatility
Expected life
Risk free rate
Expected dividends
2.31p
122%
3 years
1.21%
Zero
4.1p
147%
5 years
2.73%
Zero
$ 0.20
84.85%
5 years
1.53%
Zero
39
40
40 KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2012
KIBO MINING PLC
NOTES TO THE CONSOLIDATED AND COMPANY FINANCIAL STATEMENTS
FINANCIAL STATEMENTS AT 31 DECEMBER 2012
18.
Investment in group undertakings – Company
Investments at Cost
At 1 October 2010
Additions
Disposals
At 30 September 2011 (£)
Additions
Disposals
At 31 December 2012 (£)
At 31 December 2012 the Company had the following subsidiary undertakings:
Activity
Incorporated
in
Directly held subsidiaries
Subsidiary
undertakings
2,626,511
1,700,000
-
4,326,511
-
-
4,326,511
Interest
held
(2012)
Interest
held
(2011)
Sloane Developments Limited
Kibo Mining (Cyprus) Limited
Indirectly held subsidiaries
Holding Company
Holding Company
England
Cyprus
100%
100%
100%
100%
Aardvark Exploration Limited
Eagle Gold Mining Limited
Jubilee Resources Mining Limited
Savannah Mining Limited
Muri Energy Limited #
Rukwa Holdings Limited #
Rukwa Coal Limited #
Mzuri Power Limited #
Kibo Uranium Limited #
Pinewood Resources Limited#
Makambako Resources Limited#
Mayborn Resource Investments (Proprietary)
Limited#
Mineral Exploration
Mineral Exploration
Mineral Exploration
Mineral Exploration
Holding Company
Holding Company
Mineral Exploration
Mineral Exploration
Mineral Exploration
Mineral Exploration
Mineral Exploration
Dormant Company
Tanzania
Tanzania
Tanzania
Tanzania
Canada
Cyprus
Tanzania
Cyprus
Cyprus
Tanzania
Tanzania
South Africa
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
-
-
-
-
-
-
-
-
#During the period the Company acquired the entire share capital of Mzuri Energy Limited, and its wholly owned
subsidiaries Rukwa Holdings Limited (Previously “Mzuri Coal Limited”), Rukwa Coal Limited and Mzuri Power
Limited through its wholly owned subsidiary Kibo Mining (Cyprus) Limited (Previously “Morogoro Gold Limited”)
through the issue of ordinary shares to the value of £20.4million.
Additionally Mzuri Energy Limited acquired the entire share capital of Kibo Uranium Limited (Previously “Mbeya
Uranium Limited”) and its wholly owned subsidiaries Pinewood Resources Limited and Makambako Resources
Limited, through the issue of ordinary shares for to the total consideration of CAD $1.2million.
Also the entire interest of Mayborn Resource Investments Proprietary Limited incorporated in South Africa was
acquired through the issue of ordinary shares to the value of £0.8million.
These corporate acquisitions were financed entirely through the issue of ordinary shares as set out in Note 14.
The value of the investments is dependent on the discovery and successful development of evaluation and
exploration assets. Should the development of the evaluation and exploration assets prove unsuccessful, the
carrying value in the statement of financial position will be written off. In the opinion of the directors’ the carrying
value of the investments is appropriate. No impairment has been recognised to date in respect of the above
41
investments.
KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2012 41
KIBO MINING PLC
FINANCIAL STATEMENTS AT 31 DECEMBER 2012
NOTES TO THE CONSOLIDATED AND COMPANY FINANCIAL STATEMENTS
KIBO MINING PLC
NOTES TO THE CONSOLIDATED AND COMPANY FINANCIAL STATEMENTS
FINANCIAL STATEMENTS AT 31 DECEMBER 2012
Capital and
Reserves (£)
Profit/(loss) for
the period (£)
The aggregate capital and reserves and results of the subsidiary undertakings for the last relevant financial period
were as follows:
Company – 2012 Financial Period
18.
Investment in group undertakings – Company
Investments at Cost
At 1 October 2010
Additions
Disposals
At 30 September 2011 (£)
Additions
Disposals
At 31 December 2012 (£)
Subsidiary
undertakings
2,626,511
1,700,000
4,326,511
-
-
-
4,326,511
At 31 December 2012 the Company had the following subsidiary undertakings:
Incorporated
Activity
in
Interest
Interest
held
(2012)
held
(2011)
Directly held subsidiaries
Sloane Developments Limited
Kibo Mining (Cyprus) Limited
Indirectly held subsidiaries
Holding Company
Holding Company
England
Cyprus
100%
100%
100%
100%
Aardvark Exploration Limited
Eagle Gold Mining Limited
Jubilee Resources Mining Limited
Savannah Mining Limited
Muri Energy Limited #
Rukwa Holdings Limited #
Rukwa Coal Limited #
Mzuri Power Limited #
Kibo Uranium Limited #
Pinewood Resources Limited#
Makambako Resources Limited#
Limited#
Mineral Exploration
Mineral Exploration
Mineral Exploration
Mineral Exploration
Holding Company
Holding Company
Mineral Exploration
Mineral Exploration
Mineral Exploration
Mineral Exploration
Mineral Exploration
Tanzania
Tanzania
Tanzania
Tanzania
Canada
Cyprus
Tanzania
Cyprus
Cyprus
Tanzania
Tanzania
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
-
-
-
-
-
-
-
-
Mayborn Resource Investments (Proprietary)
Dormant Company
South Africa
#During the period the Company acquired the entire share capital of Mzuri Energy Limited, and its wholly owned
subsidiaries Rukwa Holdings Limited (Previously “Mzuri Coal Limited”), Rukwa Coal Limited and Mzuri Power
Limited through its wholly owned subsidiary Kibo Mining (Cyprus) Limited (Previously “Morogoro Gold Limited”)
through the issue of ordinary shares to the value of £20.4million.
Also the entire interest of Mayborn Resource Investments Proprietary Limited incorporated in South Africa was
acquired through the issue of ordinary shares to the value of £0.8million.
These corporate acquisitions were financed entirely through the issue of ordinary shares as set out in Note 14.
The value of the investments is dependent on the discovery and successful development of evaluation and
exploration assets. Should the development of the evaluation and exploration assets prove unsuccessful, the
carrying value in the statement of financial position will be written off. In the opinion of the directors’ the carrying
value of the investments is appropriate. No impairment has been recognised to date in respect of the above
41
investments.
Sloane Developments Limited
Kibo Mining (Cyprus) Limited
Aardvark Exploration Limited
Eagle Gold Mining Limited
Jubilee Resources Mining Limited
Savannah Mining Limited
Muri Energy Limited #
Rukwa Holdings Limited #
Rukwa Coal Limited #
Mzuri Power Limited #
Kibo Uranium Limited #
Pinewood Resources Limited#
Makambako Resources Limited#
Mayborn Resource Investments (Proprietary) Limited
(1,487,376)
1,414,733
(1,083,138)
(226,771)
(483,895)
(335,922)
19,123,884
339,109
(2,639,065)
(736)
(131,679)
(120,256)
(19,713)
10,271
(3,374)
1,393,517
(257,245)
(300,231)
(430,612)
(328,649)
(1,182,482)
(12,101)
(154,963)
4,093
(55,879)
5,790
(3,345)
(6,513)
# The profit and loss pertaining to newly acquired subsidiary undertakings has been included from the date of
acquisition so as to prevent distortion of pre-acquisition profit and loss.
Profit/(loss) for
Company – 2011 Financial Period
the period (£)
Capital and
Reserves (£)
Sloane Developments Limited
Kibo Mining (Cyprus) Limited *
Aardvark Exploration Limited
Eagle Gold Mining Limited
Jubilee Resources Mining Limited
Savannah Mining Limited
*Previously Morogoro Gold Limited
19. Related party transactions Group companies
43,018
(18,000)
(650,062)
(52,635)
(320)
(256)
(258,631)
(18,000)
(434,267)
-
(321)
(257)
Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on
consolidation.
Kibo Mining Plc is the beneficial owner and controls the following companies and as such are considered related
parties:
Directly held subsidiaries:
Sloane Developments Limited
Kibo Mining (Cyprus) Limited
Additionally Mzuri Energy Limited acquired the entire share capital of Kibo Uranium Limited (Previously “Mbeya
Uranium Limited”) and its wholly owned subsidiaries Pinewood Resources Limited and Makambako Resources
Limited, through the issue of ordinary shares for to the total consideration of CAD $1.2million.
Indirectly held subsidiaries:
Aardvark Exploration Limited
Eagle Gold Mining Limited
Jubilee Resources Mining Limited
Savannah Mining Limited
Mzuri Energy Limited
Rukwa Holdings Limited
Rukwa Coal Limited
Mzuri Power Limited
Kibo Uranium Limited
Pinewood Resources Limited
Makambako Resources Limited
Mayborn Resources Investments (Proprietary) Limited
42
42 KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2012
KIBO MINING PLC
NOTES TO THE CONSOLIDATED AND COMPANY FINANCIAL STATEMENTS
FINANCIAL STATEMENTS AT 31 DECEMBER 2012
The only transactions during the period between the Company and its subsidiaries were intercompany loans, which
were interest free and payable on demand and include the following:
Loans payable by Sloane Developments Limited and Aardvark Exploration Limited to Kibo Mining Plc amounted to
£2,412,520 (2011: £2,454,894) and £1,114,114 (2011: £743,402) respectively. In addition to the above loans owed
to the parent Company, Sloane Developments Limited is owed £604,978 (2011: £604,978) from Aardvark
Exploration Limited and £1,771 (2011: £1,771) from Eagle Gold Mining Limited.
In March 2011 the Company acquired Morogoro Gold Limited from Mzuri Gold Limited for consideration of £1.7m
settled by the issue of 56,666,667 Ordinary shares in the Company. Mzuri Gold Limited also subscribed for cash for
16,666,667 Ordinary shares at that time at a price of 3 pence per share. Mzuri Gold Limited is a wholly owned
subsidiary of Mzuri Capital Group Limited of which directors Tinus Maree and Louis Coetzee are also directors.
During the period the Company acquired the entire share capital of Mzuri Energy Limited, and its wholly owned
subsidiaries Rukwa Holdings Limited (Previously “Mzuri Coal Limited”), Rukwa Coal Limited and Mzuri Power
Limited through its wholly owned subsidiary Kibo Mining Limited (Previously “Morogoro Gold Limited”) of which
directors Tinus Maree, Louis Coetzee, and Bernard Poznanski are also directors.
Additionally the Company acquired the entire share capital of Kibo Uranium Limited ( Previously “Mbeya Uranium
Limited”) and its wholly owned subsidiaries Pinewood Resources Limited and Makambako Resources Limited
through its wholly owned subsidiary Kibo Mining (Cyprus) Limited (Previously “Morogoro Gold Limited).
Also the entire interest of Mayborn Resource Investments Proprietary Limited incorporated in South Africa was
acquired.
The Group’s exploration operations in Tanzania are administered by Mzuri Exploration Services Limited, a wholly
owned subsidiary of Mzuri Capital Group Limited, a Company in which Company directors Louis Coetzee is also a
director. These services are provided for in contract between the Company and Mzuri Exploration Services Limited
dated 30 April 2011 at a cost to the Group of £313,849 for the 2012 financial period. At the year end the Company
owed Mzuri Exploration Services Limited US$239,451 (2011: US$126,201).
During the period ended December 2012, Wilkins Kennedy were paid £12,000 (2011: £12,000) in respect of his
services as a director, and £51,450 (2011: £41,495) in respect of accounting and management services. At the year
end the Group owed Wilkins Kennedy £nil (2011:£nil). Wilkins Kennedy resigned from the Board effective from 15
August 2012.
20.
Financial Instruments and Financial Risk Management
The Group and Company’s principal financial instruments comprise cash and cash equivalents. 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 2012 and 2011 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.
KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2012 43
43
KIBO MINING PLC
FINANCIAL STATEMENTS AT 31 DECEMBER 2012
NOTES TO THE CONSOLIDATED AND COMPANY FINANCIAL STATEMENTS
KIBO MINING PLC
NOTES TO THE CONSOLIDATED AND COMPANY FINANCIAL STATEMENTS
FINANCIAL STATEMENTS AT 31 DECEMBER 2012
The only transactions during the period between the Company and its subsidiaries were intercompany loans, which
were interest free and payable on demand and include the following:
Loans payable by Sloane Developments Limited and Aardvark Exploration Limited to Kibo Mining Plc amounted to
£2,412,520 (2011: £2,454,894) and £1,114,114 (2011: £743,402) respectively. In addition to the above loans owed
to the parent Company, Sloane Developments Limited is owed £604,978 (2011: £604,978) from Aardvark
Exploration Limited and £1,771 (2011: £1,771) from Eagle Gold Mining Limited.
In March 2011 the Company acquired Morogoro Gold Limited from Mzuri Gold Limited for consideration of £1.7m
settled by the issue of 56,666,667 Ordinary shares in the Company. Mzuri Gold Limited also subscribed for cash for
16,666,667 Ordinary shares at that time at a price of 3 pence per share. Mzuri Gold Limited is a wholly owned
subsidiary of Mzuri Capital Group Limited of which directors Tinus Maree and Louis Coetzee are also directors.
During the period the Company acquired the entire share capital of Mzuri Energy Limited, and its wholly owned
subsidiaries Rukwa Holdings Limited (Previously “Mzuri Coal Limited”), Rukwa Coal Limited and Mzuri Power
Limited through its wholly owned subsidiary Kibo Mining Limited (Previously “Morogoro Gold Limited”) of which
directors Tinus Maree, Louis Coetzee, and Bernard Poznanski are also directors.
Additionally the Company acquired the entire share capital of Kibo Uranium Limited ( Previously “Mbeya Uranium
Limited”) and its wholly owned subsidiaries Pinewood Resources Limited and Makambako Resources Limited
through its wholly owned subsidiary Kibo Mining (Cyprus) Limited (Previously “Morogoro Gold Limited).
The Group’s exploration operations in Tanzania are administered by Mzuri Exploration Services Limited, a wholly
owned subsidiary of Mzuri Capital Group Limited, a Company in which Company directors Louis Coetzee is also a
director. These services are provided for in contract between the Company and Mzuri Exploration Services Limited
dated 30 April 2011 at a cost to the Group of £313,849 for the 2012 financial period. At the year end the Company
owed Mzuri Exploration Services Limited US$239,451 (2011: US$126,201).
During the period ended December 2012, Wilkins Kennedy were paid £12,000 (2011: £12,000) in respect of his
services as a director, and £51,450 (2011: £41,495) in respect of accounting and management services. At the year
end the Group owed Wilkins Kennedy £nil (2011:£nil). Wilkins Kennedy resigned from the Board effective from 15
August 2012.
20.
Financial Instruments and Financial Risk Management
The Group and Company’s principal financial instruments comprise cash and cash equivalents. 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
It is, and has been throughout the 2012 and 2011 financial period, the Group and Company’s policy not to undertake
operations.
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.
2012 (£)
2011 (£)
Loans and
receivables
Financial
liabilities
Loans and
receivables
Financial
liabilities
Financial instruments of the Group are:
Financial assets
Trade and other receivables
Cash and cash equivalents
Financial liabilities
75,438
98,678
52,965
937,084
1,783,668
Trade payables
1,783,668
990,049
94,735
94,735
174,116
2012 (£)
2011 (£)
Loans and
receivables
Financial
liabilities
Loans and
receivables
Financial
liabilities
Financial instruments of the Company are:
Financial assets
Also the entire interest of Mayborn Resource Investments Proprietary Limited incorporated in South Africa was
acquired.
Trade and other receivables
Cash and cash equivalents
Financial liabilities
24,512,666
16,229
3,238,206
333,928
Trade payables
24,528,895
1,449,552
1,449,552
3,572,134
54,619
54,619
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 Rands, US Dollar and Tanzanian Shillings.
At the period ended 31 December 2012, the Group had no outstanding forward exchange contracts.
Exchange rates used for conversion of foreign subsidiaries undertakings were:
2012
0.07287
ZAR to GBP (Spot)
0.07691
ZAR to GBP (Average)
0.61850
USD to GBP (Spot)
0.63100
USD to GBP (Average)
EURO to GBP (Spot)
0.81753
EURO to GBP (Average) 0.77800
CAD to GBP (Spot)
0.62043
0.63119
CAD to GBP (Average)
Credit risk
43
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
44
44 KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2012
KIBO MINING PLC
NOTES TO THE CONSOLIDATED AND COMPANY FINANCIAL STATEMENTS
FINANCIAL STATEMENTS AT 31 DECEMBER 2012
counterparty, with a maximum exposure equal to the carrying amount of cash and cash equivalents in its
consolidated statement of financial position.
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 (£)
2011
2012
Company (£)
2012
2011
Trade & other receivables
Cash & cash equivalents
Liquidity risk management
75,438
98,678
52,965 24,512,666 3,238,206
333,928
16,229
937,084
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. To date, the Group has relied on shareholder funding to finance its operations. The
Group had no borrowing facilities at 31 December 2012.
The Group and Company’s financial liabilities as at 31 December 2012 were all payable on demand.
Group (£)
At 31 December 2012
Less than 1
year
Greater than 1
year
Trade and other payables
At 30 September 2011
Trade and other payables
Company (£)
At 31 December 2012
Trade and other payables
At 30 September 2011
Trade and other payables
Interest rate risk
1,783,668
94,735
1,449,552
54,619
-
-
-
-
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.
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 2012. The capital structure of
the Group consists of equity attributable to equity holders of the parent, comprising issued capital, reserves and
45
retained losses as disclosed in the consolidated statement of changes in equity.
KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2012 45
KIBO MINING PLC
FINANCIAL STATEMENTS AT 31 DECEMBER 2012
NOTES TO THE CONSOLIDATED AND COMPANY FINANCIAL STATEMENTS
KIBO MINING PLC
NOTES TO THE CONSOLIDATED AND COMPANY FINANCIAL STATEMENTS
FINANCIAL STATEMENTS AT 31 DECEMBER 2012
counterparty, with a maximum exposure equal to the carrying amount of cash and cash equivalents in its
consolidated statement of financial position.
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.
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 2012, the Group had no outstanding contracts designated as hedges.
21. Post Balance Sheet events
Financial assets exposed to credit risk at period end were as follows:
Financial instruments
Group (£)
2012
2011
Company (£)
2012
2011
Funding
Fair values
Trade & other receivables
Cash & cash equivalents
Liquidity risk management
75,438
98,678
52,965 24,512,666 3,238,206
937,084
16,229
333,928
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. To date, the Group has relied on shareholder funding to finance its operations. The
Group had no borrowing facilities at 31 December 2012.
The Group and Company’s financial liabilities as at 31 December 2012 were all payable on demand.
Less than 1
Greater than 1
year
year
Group (£)
At 31 December 2012
Trade and other payables
At 30 September 2011
Trade and other payables
Company (£)
At 31 December 2012
Trade and other payables
At 30 September 2011
Trade and other payables
Interest rate risk
1,783,668
94,735
1,449,552
54,619
-
-
-
-
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.
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 2012. 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.
45
Subsequent to the period end the Company raised £725,000 through the issue of 120,833,333 new ordinary shares
at a price of 0.6p per share with Northland Capital Partners Limited.
The Company also concluded a share placing to raise £780,000, before expenses, through the issue of 19,500,000
new ordinary shares of €0.015 at 4p per share.
The Company issued 1,067,174 ordinary shares of €0.015 each in the capital of the Company at an issue price of
5.073p to YA Global Master SPV Ltd with effect from 26 April 2013. These Shares are being issued under the terms
of a loan and special advance under the SEDA established by a Letter of Agreement dated 2nd April 2013. The
Shares have been issued as payment of £54,137.75 to YA Global Master SPV Ltd pursuant to an initial drawdown of
£50,000 under the SEDA and payment of £4,137.75 being the outstanding balance of the implementation fee due
under the SEDA. The Shares will rank pari-passu with the Company’s existing issued Ordinary Shares.
Capital Re-organisation
Effective from 5 March 2013, the Company entered into a re-organisation and Issue of Equity agreement, whereby
€160,994 was raised through the issue of 16,099,446 ordinary shares in the Company at a placing price of €0.01 per
share, together with 16,099,466 free attached warrants to subscribe for one further share in the Company at a price
of €0.01 at any time before 11 February 2014. The Company also settled the payment of certain advisory services to
the value of £1,114,010 through the issue of 27,939,894 ordinary shares at a placing price of €0.01 and 12,027,394
free attached warrants to subscribe for one further share in the Company at a price of €0.01 at any time before 11
February 2014.
Subsequent to the above issue of additional equity, the Company underwent a capital restructuring, comprising 1
new ordinary share for 15 previously held shares, at a reduction in the par value thereof. Under the Capital
reorganisation, the Company subdivided each share of €0.01 into 1 new share of €0.001 and 1 deferred Ordinary
share of €0.009, following which, every 15 shares of €0.001 were consolidated into 1 ordinary share of €0.015.
The net result is that holders received 1 new share of €0.015 in lieu of every 15 existing shares held. The resolution
was passed to effect the above capital reorganisation effective from 22 March 2013.
Rukwa Coal to Power Project
Additionally the Board announced that the Tanzanian Government has declared it’s support for the Rukwa Coal to
Power project. Based on formal notification received from the Tanzanian Ministry of Energy and Minerals (“MEM”),
in which , based on the MEM’s initial assessment of the project and the key role it could play as a regional power
hub, notified the Company that:
The Rukwa Coal to power project will, with immediate effect, be included as a strategic component of the
Tanzanian Governments National Energy Strategy;
The MEM undertakes to “participate proactively in procuring the establishment of this vial infrastructure
node in the Mbeya region”; and
The MEM confirms its support for the expedited development of the project to Kibo and its development
partners.
Pursuant to the decision by the Tanzanian Government to include the Company’s Rukwa Coal to Power Project as a
key component of the Tanzanian National Energy Strategy (“NES”), it has now concluded its selection of Korean
East-West Power Co. Ltd (“EWP”) as the preferred strategic participant in the Rukwa Coal to Power Project and
negotiations are currently under way towards finalizing a formal joint venture agreement between the parties.
46
46 KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2012
KIBO MINING PLC
NOTES TO THE CONSOLIDATED AND COMPANY FINANCIAL STATEMENTS
FINANCIAL STATEMENTS AT 31 DECEMBER 2012
Joint Venture with Votorantim Group
The Company concluded a formal definitive joint venture agreement (“Joint Venture”) with VOTORANTIM METAIS
PARTICIPAÇÕES LTDA, a subsidiary of the Brazilian industrial conglomerate Votorantim Group (“Votorantim”), to
conduct a joint further exploration work program on its Haneti properties which are prospective for nickel and
other base and precious metals.
Under the Joint Venture, Votorantim will initially contribute a maximum of GBP 2.7 million over a period of three
years (“Initial Period”), to fully fund an agreed work program budget at the Haneti Project. Upon expending the full
GBP 2.7 million within the Initial Period, Votorantim will have earned a 50% interest. Once the Initial Period has
concluded the parties will continue to contribute equally to the working capital requirements of the Joint Venture.
During the Initial Period the JV will carry out exploration activities aiming at the identification of the mineral
potential of Haneti, focusing initially on the exploration for nickel and PGEs in the extensive mafic-ultramafic belt,
located at the proximity of Dodoma. Work conducted during this period will also aim at establishing an initial early
stage JORC compliant mineral resource at Haneti. Following the Initial Period the Joint Venture will consider the
further development of the project on the merits of the exploration results achieved.
Subsequent to period end, the first drawdown against the £2.7 million funding package has been approved with
regard to the agreed work program on the Haneti Project.
Contingent corporate tax recoveries
Mzuri Energy Limited has estimated corporate tax receivables to the value of £408,212 pertaining to recoveries with
regard to certain expenses incurred through previous financial period’s operations.
Trade payables
Additionally the company also entered into an agreement whereby ordinary shares will be issued by the Company
in lieu of advisory services to the value of £1,114,010 included as part of the Groups trade payables as at the
Statement of Financial Position date.
22. Approval of financial statements
The financial statements were approved by the Board on the 28 June 2013.
KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2012 47
47
KIBO MINING PLC
FINANCIAL STATEMENTS AT 31 DECEMBER 2012
NOTES TO THE CONSOLIDATED AND COMPANY FINANCIAL STATEMENTS
Joint Venture with Votorantim Group
The Company concluded a formal definitive joint venture agreement (“Joint Venture”) with VOTORANTIM METAIS
PARTICIPAÇÕES LTDA, a subsidiary of the Brazilian industrial conglomerate Votorantim Group (“Votorantim”), to
conduct a joint further exploration work program on its Haneti properties which are prospective for nickel and
other base and precious metals.
Under the Joint Venture, Votorantim will initially contribute a maximum of GBP 2.7 million over a period of three
years (“Initial Period”), to fully fund an agreed work program budget at the Haneti Project. Upon expending the full
GBP 2.7 million within the Initial Period, Votorantim will have earned a 50% interest. Once the Initial Period has
concluded the parties will continue to contribute equally to the working capital requirements of the Joint Venture.
During the Initial Period the JV will carry out exploration activities aiming at the identification of the mineral
potential of Haneti, focusing initially on the exploration for nickel and PGEs in the extensive mafic-ultramafic belt,
located at the proximity of Dodoma. Work conducted during this period will also aim at establishing an initial early
stage JORC compliant mineral resource at Haneti. Following the Initial Period the Joint Venture will consider the
further development of the project on the merits of the exploration results achieved.
Subsequent to period end, the first drawdown against the £2.7 million funding package has been approved with
regard to the agreed work program on the Haneti Project.
Contingent corporate tax recoveries
Mzuri Energy Limited has estimated corporate tax receivables to the value of £408,212 pertaining to recoveries with
regard to certain expenses incurred through previous financial period’s operations.
Trade payables
Additionally the company also entered into an agreement whereby ordinary shares will be issued by the Company
in lieu of advisory services to the value of £1,114,010 included as part of the Groups trade payables as at the
Statement of Financial Position date.
22. Approval of financial statements
The financial statements were approved by the Board on the 28 June 2013.
47
NOTICE OF
ANNUAL
GENERAL
MEETING
Company number 451931
KIBO MINING PUBLIC LIMITED COMPANy (the “Company”)
NOTICE is hereby given that the Annual General
Meeting of the Company will be held at 2 p.m.
on Wednesday 31 July 2013 at the Conrad Hotel,
Earlsfort Terrace, St Stephen’s Green, Dublin 2,
Ireland for the purpose of considering, and if
thought fit, passing the following resolutions of
which resolutions numbered 1, 2, 3, 4 and 5 will be
proposed as ordinary resolutions and resolutions
numbered 6 and 7 will be proposed as special
resolutions:-
Ordinary Business
1 To receive, consider and adopt the accounts for
the year ended 31 December 2012 together with
the Directors and Auditors Reports thereon.
2 To re-appoint LHM Casey McGrath as Auditors
of the Company and to authorise the Directors
to fix the remuneration of the Auditors.
3 To re-elect Mr Louis Coetzee as a Director of the
Company who retires by rotation in accordance
with Regulation 84 of the Articles of Association
of the Company.
4 To re-elect Mr Tinus Maree as a Director of the
Company who retires by rotation in accordance
with Regulation 84 of the Articles of Association
of the Company.
Special Business
5 That in substitution for all existing authorities
of the Directors pursuant to Section 20 of the
Companies (Amendment) Act, 1983 (the “1983
Act”), the Directors be and are hereby generally
and unconditionally authorised to exercise
all powers of the Company to allot relevant
securities (within the meaning of Section 20 of
the 1983 Act) provided that such power shall be
limited to the allotment of relevant securities
up to a maximum aggregate nominal value
equal to the nominal value of the authorised
but unissued ordinary share capital of the
Company from time to time. The authority
hereby conferred shall expire on the date of the
next annual general meeting of the Company
held after the date of passing of this resolution,
unless previously revoked, renewed or varied by
the Company in General Meeting, save that the
Company may before such expiry date make
an offer or agreement which would or might
require relevant securities to be allotted after
such authority has expired and the Directors
may allot relevant securities in pursuance of
such offer or agreement as if the authority
hereby conferred had not expired.
6 Subject to the passing of resolution number
5 above and in substitution for all existing
authorities of the Directors pursuant to Sections
23 and 24 of the Companies (Amendment)
Act, 1983 (the “1983 Act”), that the Directors
be and are hereby empowered pursuant to
Sections 23 and 24 (1) of the 1983 Act to allot
equity securities
(within the meaning of
the said Section 23) for cash pursuant to the
authority conferred by resolution number 5
above as if the said Section 23 does not apply
to any such allotment provided that this power
shall be limited to the allotment of equity
securities (including, without limitation, any
shares purchased by the Company pursuant
to the provisions of the 1990 Act and held as
Treasury Shares) up to a maximum aggregate
nominal value equal to the nominal value of
the authorised but unissued ordinary share
capital of the Company from time to time. The
authority hereby conferred shall expire at the
conclusion of the next annual general meeting
of the Company held after the date of passing
of this resolution, save that the Company
may before such expiry, make an offer or
agreement which would or might require
48 KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2012
relevant securities to be allotted after such
authority has expired and the Directors may
allot relevant securities in pursuance of such
offer or agreement notwithstanding that the
power hereby conferred had not expired. The
authority hereby conferred may be renewed,
revoked or varied by special resolution of the
Company.
that
provided
the authorities hereby
conferred shall expire at the close of business
on the earlier of the date of the next Annual
General Meeting of the Company after the
passing of this Resolution or 31 January 2015
unless previously revoked or renewed in
accordance with the provisions of the 1990
Act.
7
That:
By Order of the Board
(a)
the Company and/or any
subsidiary
(including a body corporate as referred to in
the European Communities (Public Limited
Companies: Subsidiaries) Regulations 1997)
of the Company be and they are hereby
generally authorised
to make market
purchases and overseas market purchases
(as defined by Section 212 of the Companies
Act 1990 (“the 1990 Act”)) of shares of any
class of the Company on such terms and
conditions and in such manner as the
Directors may from time to time determine
in accordance with and subject to the
provisions of the 1990 Act and the following
restrictions and provisions:
(i) market purchases will be limited to a
maximum price which will not exceed
5 per cent. above the average of the
middle market quotations
taken
from the London Stock Exchange
Official List, for the ten days before the
purchase is made;
(ii)
the minimum price which may be
paid for shares purchased pursuant to
this Resolution will be the par value
thereof; and
(iii) the aggregate nominal value of shares
purchased under
this Resolution
must not exceed 10 per cent. of the
aggregate nominal value of the issued
share capital of the Company as at the
commencement of business on the
day of the passing of this Resolution;
and
(b)
the reissue price range at which any treasury
shares (as defined by Section 209 of the 1990
Act) for the time being held by the Company
may be reissued off market shall be the
range between the par value thereof and
5 per cent above the average of the middle
market quotations taken from the London
Stock Exchange website at close of business
on the 5 business days prior to the reissue;
Noel O’Keeffe
Director and Secretary
Dated: 5 July 2013
Registered Office:
27 Hatch Street Lower
Dublin 2
Ireland
Notes:
a. Any shareholder of the Company entitled to attend and
vote may appoint another person (whether a member or
not) as his/her proxy to attend, speak and vote on his/
her behalf. For this purpose a form of proxy is enclosed
with this Notice. A proxy need not be a shareholder of the
Company. Lodgement of the form of proxy will not prevent
the shareholder from attending and voting at the meeting.
b. Only shareholders, proxies and authorised representatives
of corporations, which are shareholders, are entitled to
attend the meeting.
c. To be valid, the form of proxy and, if relevant, the power of
attorney under which it is signed, or a certified copy of that
power of attorney, must be received by the Company at Kibo
Mining Plc, 27 Hatch Street Lower, Dublin 2, Republic of
Ireland not less than 48 hours prior to the time appointed
for the meeting.
d. All South African shareholders must send their proxies to
the transfer secretaries, Computershare Investor Services
(Pty) Ltd, 70 Marshall Street, Johannesburg 2001 (PO Box
61051 Marshalltown 2107) not less than 48 hours prior to
the time appointed for the meeting.
e. In the case of joint holders, the vote of the senior holder
who tenders a vote, whether in person or by proxy, will be
accepted to the exclusion of the votes of the other joint
holder(s) and for this purpose seniority will be determined
by the order in which the names stand in the register of
members of the Company in respect of the relevant joint
holding.
KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2012 49
FORM
OF
PROXY
KIBO MINING PUBLIC LIMITED COMPANy (the “Company”)
Annual General Meeting
Ordinary Business of the Meeting
For Against
I/We (See Note A turn over)
______________________________________________of
1 To receive, consider and adopt the
accounts for the year ended 31
December 2012 and the Directors
and Auditors Reports thereon.
_______________________________________ being a
shareholder of the Company, hereby appoint (See
Note B turn over):
(a) the Chairman of the Meeting; or
___________________________________________
(b)
of
______________________________________ as my/
our proxy to vote for me/us and on my/our behalf
at the Annual General Meeting of the Company to
be held on Wednesday 31st July 2013 at 2 p.m. in
the Conrad Hotel, Earlsfort Terrace, St Stephen’s
Green, Dublin 2 , Ireland and at any adjournment
thereof.
Please indicate with an ‘‘X’’ in the space below
how you wish your votes to be cast in respect
of each of the resolutions detailed in the notice
convening the Meeting. If no specific direction as
to voting is given, the proxy will vote or abstain
2 To re-appoint LHM Casey McGrath
as Auditors and to authorise the
Directors to fix the remuneration
of the auditors.
3 To re-elect Mr Louis Coetzee as a
Director.
4 To re-elect Mr Tinus Maree as a
Director.
Special Business of the Meeting
For Against
5 That the Directors be and are hereby
generally
and unconditionally
authorised to exercise all powers
of the Company to allot relevant
securities.
6 That the Directors be and are
hereby
pursuant
empowered
to Section 23 and 24 (1) of the
Companies
(Amendment) Act,
1983 to allot equity securities.
7 To authorise the Company and/
or any subsidiary to make market
purchases and overseas market
purchases of shares of any class of
the Company.
Dated this ___________day of __________________2013
from voting at his/her discretion.
Signature or other execution by the shareholder
(See Note C turn over):
____________________________________
50 KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2012
Notes:
(A) A shareholder must insert his, her or its
full name and registered address in type or
block letters. In the case of joint accounts,
the names of all holders must be stated.
(B) If you desire to appoint a proxy other
than the Chairman of the Meeting, please
insert his or her name and address in the
space provided and delete the words “the
Chairman of the Meeting or”.
(C) The proxy form must:
(i) in the case of an individual shareholder
be signed by the shareholder or his or her
attorney; and
(ii) in the case of a corporate shareholder
be given either under its common seal or
signed on its behalf by an attorney or by
a duly authorized officer of the corporate
shareholder.
(D) In the case of joint holders, the vote of the
senior holder who tenders a vote whether
in person or by proxy shall be accepted to
the exclusion of the votes of the other joint
holders and for this purpose seniority shall
be determined by the order in which the
names stand in the register of members of
the Company in respect of the joint holding.
(E) To be valid, the form of proxy and, if relevant,
the power of attorney under which it is
signed, or a certified copy of that power of
attorney, must be received by the Company
at Kibo Mining plc, 27 Hatch Street Lower,
Dublin 2, Republic of Ireland not less than
48 hours prior to the time appointed for the
meeting.
1.
2.
All South African shareholders must send
their proxies to the transfer secretaries,
Computershare Investor Services (Pty) Ltd,
70 Marshall Street, Johannesburg 2001 (PO
Box 61051 Marshalltown 2107) not less than
48 hours prior to the time appointed for the
meeting.
3.
4.
(F) A proxy need not be a shareholder of the
Company but must attend the Meeting in
person to represent his/her appointor
(G) The return of a proxy form will not preclude
any shareholder from attending and voting
at the Meeting.
SOUTH AFRICAN SHAREHOLDERS
Notes to the Form of Proxy
A KIBO shareholder may insert the name of a
proxy or the names of two alternative proxies
of the KIBO shareholder’s choice in the
space/s provided, with or without deleting
“the Chairperson of the General Meeting”,
but any such deletion must be initialled by
the KIBO shareholder concerned. The person
whose name appears first on the form of
proxy and who is present at the Annual
General Meeting will be entitled to act as
proxy to the exclusion of those whose names
follow.
Please insert an “X” in the relevant spaces
according to how you wish your votes to be
cast. However, if you wish to cast your votes in
respect of a lesser number of shares than you
own in KIBO, insert the number of ordinary
shares held in respect of which you desire to
vote. Failure to comply with the above will be
deemed to authorise the proxy to vote or to
abstain from voting at the Annual General
Meeting as he/she deems fit in respect of all
the shareholder’s votes exercisable thereat.
A KIBO shareholder or his/her proxy is not
obliged to use all the votes exercisable by the
KIBO shareholder or by his/her proxy, but the
total of the votes cast and in respect whereof
abstentions recorded may not exceed the total
of the votes exercisable by the shareholder or
by his/her proxy.
The date must be filled in on this proxy form
when it is signed.
The completion and lodging of this form of
proxy will not preclude the relevant KIBO
KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2012 51
To be completed and mailed to:
Computershare Investor Services (Pty) Ltd
PO Box 61051
Marshalltown
2107
Johannesburg
OR
To be completed and hand delivered to:
Computershare Investor Services (Pty) Limited
Ground Floor
70 Marshall Street
JOHANNESBURG
shareholder from attending the Annual
General Meeting and speaking and voting in
person thereat to the exclusion of any proxy
appointed in terms hereof. Where there are
joint holders of shares, the vote of the senior
joint holder who tenders a vote, as determined
by the order in which the names stand in the
register of members, will be accepted.
the
Documentary evidence establishing
authority of a person signing this form of proxy
in a representative capacity must be attached
to this form of proxy unless previously
recorded by the transfer secretaries of KIBO
or waived by the Chairperson of the Annual
General Meeting of KIBO shareholders.
Any alterations or corrections made to
this form of proxy must be initialled by the
signatory/ies.
A minor must be assisted by his/her parent
or guardian unless the relevant documents
establishing his/her
legal capacity are
produced or have been registered by the
transfer secretaries of KIBO.
Forms of proxy must be received by the
transfer secretaries, Computershare Investor
Services
(Pty) Limited at 70 Marshall
Street, Johannesburg, 2001 (P O Box 61051,
Marshalltown, 2107) by not later than 10h00
on Monday, 27 July 2013.
The Chairperson of the Annual General
Meeting may accept or reject any form of
proxy, in his absolute discretion, which is
completed other than in accordance with
these notes.
5.
6.
7.
8.
9.
10.
If required, additional forms of proxy are
available from the transfer secretaries of
KIBO.
11. Dematerialised shareholders, other than by
own name registration, must NOT complete
this form of proxy and must provide their
CSDP or broker of their voting instructions in
terms of the custody
52 KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2012
Blank Page for Notes:
KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2012 53
PROGRAMME
FOR 2013/2014
SCOPING STUDY ON RUKWA COAL PROJECT
NEGOTIATION OF AGREEMENT WITH DEVELOPMENT PARTNER FOR
RUKWA COAL TO POWER PROJECT
COMPLETION OF INITIAL EXPLORATION PROGRAMME UNDER JV WITH
VOTORANTIM TO INCLUDE DRILLING OF Ni-PGM TARGETS
FIELD EXPLORATION TO CONTINUE ON PRIORITY AREAS ON LAKE
VICTORIA AND MOROGORO PROJECTS TO INCLUDE TRENCHING AND
DRILLING OF GOLD TARGETS IDENTIFIED TO DATE
AERIAL GEOPHYSICAL SURVEY ON PINEWOOD PROJECTS
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