Kibo Energy PLC
Annual Report 2013

Plain-text annual report

Annual Report and accounts 2013 9 3 7 1 2 7 7 6 5 0 : s r e t n i r P n r e d o M y b t n i r P d n a n g i s e D highlights 2013 Coal l Tanzanian Government support for Rukwa Coal to Power Project (RCPP) and its inclusion in its National Energy Plan PROGRAMME FOR 2014/2015 l Competing interest from a number of global energy investors to participate in the RCPP Complete Bankable Feasibility Study on the Rukwa Coal Mine development and Pre-feasibility study on the Rukwa thermal coal Plant l RCPP Development Program launched and Rukwa Executive Management Team appointed to implement it. l Bankable feasibility study (Rukwa Coal Mine) and Pre-feasibility study (Rukwa Thermal Coal Plant) commenced l Standard Bank engaged to develop financial model and project financing options Gold l Gold project portfolio consolidated with the addition of two resource based projects at Imweru and Lubando on the Lake Victoria Project l Successful drill programme completed at Imweru providing for an updated resource estimate of 550,000 oz (15 million tonnes at 1.1 g/t) l Combined Lubando and Imweru gold resource of 700,000 oz (Lubando has resource 2.59 million tonnes at 2 g/t or 168,000 oz.) Base Metals l Comprehensive exploration programme at Haneti completed under joint venture with Brazilian nickel producer, Votorantim l Initial drill targets resolved at Haneti together with identification of areas for follow up exploration for nickel-PGM, gold and lithium mineralisation Uranium l Further rationalisation of the Pinewood tenement package to provide for focus on most prospective area when exploration resumes Corporate l Capital restructuring, board & executive management changes and appointment of new advisors Progress other aspects of the Rukwa Coal to Power Project (RCPP): l Financial modelling and project finance structuring l Progress other aspects of the Rukwa Development Plan l Evaluation of additional sale outlets for coal l Expand existing thermal coal asset by continued exploration at Rukwa and acquisition of adjacent resources where commercial deals can be successfully negotiated. l Implement Phase 2 drilling at Imweru and at satellite gold targets to provide for follow on scoping study l Drill initial nickel-PGM targets at Haneti Contents Chairman’s Statement Review of Activities IV VI Financial Statements for the 12 month XIV period ended 31 December 2013 Financial Statements – Contents Notice of Annual General Meeting Form of Proxy 1 56 59 Programme for 2014-2015 (inside back cover) i KiBO Mining PLC AnnuAL RePORt And ACCOunts 2013 Exploration Projects 2013 KiBO Mining PLC AnnuAL RePORt And ACCOunts 2013 ii  iii KiBO Mining PLC AnnuAL RePORt And ACCOunts 2013 Chairman’s Statement Dear Shareholder, IntroductIon I am pleased to introduce Kibo’s 2013 Annual Report which records significant progress in our strategy of moving Kibo (the “Company”) from a junior explorer to a mineral development company. This progress is seen in the milestones we have reached in relation to both the Rukwa Coal to Power Project (“RCPP”) and the Imweru gold project. On the RCPP, during the reporting period, we have acquired support from both the Tanzanian Government and major global energy producers for the development of this much needed power generating capacity in Tanzania which will help to address both the country’s current power shortages and projected increased demand. The inclusion of the project in the Tanzanian National Strategic Energy Plan and the strengthening of our project team will allow us to develop rapidly the planned Rukwa Development Programme. I would like to welcome Roy Adair and Casper Van Wyk as key members of this team, who collectively bring extensive executive leadership, corporate finance and project management skills, and a successful track record of achievement in the energy and natural resource sectors. We also announced the engagement of Standard Bank as corporate finance advisor to the project with the task of completing a financial model and project financing strategy for the development. I believe that the support of Africa’s largest bank with a successful record in Tanzania of advising on and structuring finance on public private partnerships across a range of business sectors is a strong endorsement of the RCPP. In addition to the RCPP, your Company made steady progress across its other commodity streams, notably in gold and base metals. In regard to gold, we were able to take advantage of a distressed asset disposal by one of our competitors to acquire a high quality gold exploration portfolio in northern Tanzania, significantly improving the quality of our gold licence holdings in this region. The portfolio included brownfields projects with pre-defined resources at Imweru and Lubando where Kibo holds a 90% interest, as well as earlier stage projects with some well-defined drill ready gold targets from exploration by previous operators. A drill programme was carried out towards the end of 2013 at the Imweru property with the objective of increasing the quality and quantity of the pre- existing NI 43-101 resource estimate of 629,600 oz. (19.5 million tonnes at 1.1 gram per tonne). The eastern part of the pre-existing NI 43-101 Imweru resource was re-stated to a lower value as it partly falls within a licence no longer part of the Imweru project block. However, the net effect of the increase in estimated resource over the recently drilled central zone of the resource is 550,000 oz. (~15 million tonnes @ 1.14 grams per tonne) of which 495,000 oz, or 90% is attributable to Kibo. Taken together with the estimated gold resource at Lubando of 160,000 oz. (~ 2.59 million tonnes at 2 g/t), of which 144,000 oz or 90% is attributable to Kibo. Kibo’s combined gold resource estimate for its projects in the Geita Region is just over 700,000 (630,000 oz or 90% of this is attributable to Kibo). It is encouraging that our independent technical consultant, Tetra Tech EBA, has acknowledged in its report the potential to materially increase the resource by further drilling at Imweru and on a number of other proximal targets within the project region that remain to be tested. On the base metal front, we implemented a comprehensive field exploration programme at our Haneti nickel-PGM project during 2013, funded by Brazilian multi-national Votorantim Metaís Participações Ltda (“Votorantim”) under the terms of a joint venture. Subsequent to the withdrawal of Votorantim from the joint venture in December 2013 following a review of their southern African operations, Kibo has now re-acquired a 100% interest in Haneti with KiBO Mining PLC AnnuAL RePORt And ACCOunts 2013 iv our CEO Louis Coetzee and the management team for persisting in the challenging climate for our sector to take Kibo forward from exploration to development. I also wish to thank my fellow board members for their valuable insights, our advisors for their on-going guidance and the Tanzanian Government for their support of our development plans. We hope to repay this support with the completion of the RCPP, a much needed energy project development which will substantially benefit the country and in particular local communities in southern Tanzania. Finally, I would like to acknowledge the continued support of our shareholders while we work to realise the inherent value across all our projects. ––––––––––––––––– Christian Schaffalitzky Chairman the benefit of a field season’s exploration data acquired at no cost to the Company. On the Corporate side, we implemented a capital re- organisation during the early part of 2013 which was approved by shareholders at an EGM on 22 March 2013. During the period, three directors, Des Burke, Cecil Bond and Bernard Poznanski also retired to pursue other interests and I wish to thank them for their contribution to the development of the Company to date and wish them well for the future. I would also like to welcome the recent appointment of Andreas Lianos to the board effective from 1 March 2014. Andreas is an experienced chartered accountant and corporate financier whose skills will be most valuable to the Company as it proceeds with its project development plans. During the audit and in finalisation of the Annual Report the auditors drew the board’s attention to the requirements of IAS36 of the International Financial Reporting Standards (“IFRS”) which requires that the board undertakes a regular review, at least annually, of the value of the assets as disclosed in the Financial Statements so as to disclose all assets at their fair value taking the current state of affairs of the world economy and the stage of development of the various projects into account. This has required that certain assets be impaired to the extent necessary. The major adjustments were made against the Company’s Rukwa coal and Pinewood uranium assets. Adoption of this policy will require an annual review and adjustment as to the value of assets as and when new information comes to hand or circumstances surrounding the assets change. In summary, our capital re-organisation, board changes and new appointments for RCPP implemented during 2013 and early 2014 give us the appropriate corporate structure to face the challenges ahead. I am confident that these changes will enhance our ability to deliver on the RCPP in particular. It only remains for me to thank v KiBO Mining PLC AnnuAL RePORt And ACCOunts 2013 Review of Activities rukwa coal to Power Project The Rukwa Coal to Power project (RCPP) is the Company’s flagship project and is based on the twin objective of developing a coal mine and an associated 200-300 MW thermal power plant in southern Tanzania. The proposed development is based on the Company’s principal asset, the Rukwa coal deposit, a JORC-compliant 109 Mt coal resource located 70 kilometres north of the regional town of Mbeya in a region which is seeing significant Tanzanian Government championed energy developments in recent years. The economic case for the RCPP is compelling based on projected Tanznian growth rates of 6-7% over the next few years but constrained by the critical shortage of electric power. Tanzania’s current generating capacity is in the region of 700-800 MW per day but demand is expected to grow to 2,000 MW by 2020. The Company has a 100% beneficial interest in the deposit which was discovered and delineated by current members of Kibo’s board and management team in the 2008-2011 period. Geologically, it 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 and a depth of up to 300 metres 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. Kibo has made consistent progress through out 2013 in its endeavour to win financial, government and other key stakeholder support for RCPP in addition to implementing changes at board and management level to enable and realise its strategy for the development. This began in March with the announcement of the inclusion of the RCPP in the Tanzanian Government’s National Energy Strategy and its stated commitment to support development of the infrastructure in southern Tanzania to enable the project to proceed. In July the Company announced the signing of an MOU with Korean state owned multi-national energy developer EWP as a basis to pursue negotiations on the terms of a potential joint venture. Since then interest from a number of other large energy development focused global investors has been forthcoming and the Company has opened negotiation fronts with a number of these interested parties. In order to maximise the success of these negotiations and implement a project development plan, Kibo announced in October the formation of the Rukwa Executive Management Team (“REMT”) which included newly recruited experienced operational and financial appointees Casper Van Wck and Roy Adair. Both Mr. Adair and Mr.Van Wyk bring the necessary executive leadership, project management and corporate finance skills in global energy development required to take RCPP through the feasibility stages through to construction and commissioning. Coinciding with the appointment of the REMT in October, Kibo also announced the appointment of Standard Bank to develop a financial model and financing strategy for the project where it will have first option on being lead arranger for debt financing. Since the appointment of the REMT and Standard Bank in October, progress continues on the announced bankable feasibility study for the coal mine and pre-feasibility study for the thermal power station. A number of large global energy investors are currently conducting due diligence on the coal project and advanced negotiations are underway with some of these on the nature of their potential participation and investment in the project. Artists Impression of Thermal Coal Plant similar to that proposed for Rukwa KiBO Mining PLC AnnuAL RePORt And ACCOunts 2013 vi RCPP Planned Development Schedule lake VIctorIa Project During 2013 Kibo continued to evaluate, rationalise and consolidate its large ground holding in what is Tanzania’s premier gold mining area, the Lake Victoria Goldfield. The objective was to consolidate a select number medium to large tenement blocks in priority exploration areas close to existing gold mining infrastructure where possible, which can be explored together more effectively from both a technical and cost point of view. This Company announced this rationalisation plan in June 2013 and it continues in tandem with the turnover of licence renewals, applications and offers under the Tanzanian mineral licensing system. A significant development forming part of this tenement management strategy was the opportunistic acquisition of a large tenement portfolio (“Reef Mining package”) from a distressed asset sale in August whereby the Company acquired 1,976 km2 of mineral rights. This portfolio included two brownfield gold projects, Lubando and Imweru, with reported NI 43- 101 defined resource estimates of 629,600 oz. (17,649,900 tonnes at 1.11 g/t, 0.5 g/t cut-off) and 168,300 oz. (2,593,710 at 2 g/t, 0.5 g/y cut-off) respectively. Following the acquisition of the Reef Mining package, the Company undertook a first phase drilling programme at the Imweru project in October with the objective of increasing the 629,600 oz. resource. A 3,270 metre drill programme was completed over the Imweru Central Mineralised Zone (“ICMZ”) which together with the Imweru Eastern Mineralised Zone (IEMZ) form two zones making up the published resource. These two zones form part of a 10 kilometre east-west striking gold mineralised zone within mafic to intermediate metavolcanic and meta- intrusive rocks that had been identified from surface exploration and drilling by the previous operators of the project. The results from drilling at the ICMZ were integrated with the historical drill results by the Company’s independent consultant, Tetra Tech EBA to produce an updated resource estimate for Imweru. This resource estimate was announced post the reporting period (February 2014) and shows a 39% increase in total estimated combined Indicated and Inferred gold resource ounces to 426,000 oz ( 12.3 million tonnes at 1.08 g/t, 0.4 g/t cut-off) over the previous estimate for the ICMZ . Approximately 24% of this or 103,000 oz (2.7 million tonnes at 1.17 g/t) is categorised in the higher confidence Indicated category, with the remaining 76% or 323,000 oz. (9.6 million tonnes at 1.05 g/t) is in the Inferred category. At the IEMZ where no drilling was undertaken during the recent campaign a re-statement of the previous resource by Tetra Tech required a re-adjusted downwards to 124,500 oz (2,653,000 tonnes at 1.45 g/t). This re-adjustment was due to changes in the composition of the Imweru tenement portfolio following the previous resource estimate but before Kibo’s acquisition of the project. The total revised estimated Indicated and Inferred gold resource at Imweru now stands at 550,000 oz. (15.0 million tonnes at 1.14 g/t, 0.4 g/t cut-off). The results of the 2013 drill programme at Imweru has also led to an Improved understanding of the shear hosted gold mineralisation at Imweru and the significant potential to increase the quantity and quality of the resource by further drilling. The identified additional high quality gold drill targets from a technical review of the Company’s extended ground holding in the Geita region. independent resource estimate also In addition to Imweru Kibo has consolidated a number vii KiBO Mining PLC AnnuAL RePORt And ACCOunts 2013 of other early stage exploration blocks in the greater Lake Victoria region that includes the Sheba, Pamba and Busolwa projects that comprise similar gold prospective geology to Imweru and are optimally located to the east and west of Anglogold Ashanti’s world class Geita Mines. All these projects have already received early stage exploration work by the previous operator and have some well defined drill targets resolved. These areas also include the Mhangu project over which Kibo conducted early stage exploration during 2011 and 2012 that successfully produced trenching and drill targets that also remain to be tested. Lake Victoria Project, Geology, Mineralisation and Tenement Status Imweru Project, Detailed Tenement Status KiBO Mining PLC AnnuAL RePORt And ACCOunts 2013 viii viii KiBO Mining PLC AnnuAL RePORt And ACCOunts 2013 Imweru Resource 3D Model of Gold Mineralised Zones The Company plans to continue with its exploration programmes at Haneti during 2014 having now at its disposal a much larger exploration database from the 2013 work acquired at no cost, and still retaining 100% of the project. Two priority targets at Mwaka and Mihanza hill are scheduled for the first drill programme on the project during 2014. These targets have been established principally on the results of ground electromagnetic surveys carried out during 2012 and more recent mapping and smpling during 2013. Currently (April 2014), the Company is commissioning an independent technical review focused particularly on detailed analyses of the large multi-element geochemical database that covers the central nickel-PGM prospective ultramafic belt. HanetI Project In December 2012, Kibo announced the signing of a joint venture with Brazilian industrial conglomerate, Votorantim to explore the Haneti project. Under the terms of the joint venture, Votorantim had an option to vest 50% interest in the project following exploration expenditure of £2.7 million over a three year period of which £500,000 was required before the end of 2013. Following expenditure of this first tranche of funding during 2013 Votorantim elected to withdraw from the joint venture in December 2013 as a result of a review of their southern African operations. Kibo has now re-acquired a full 100% interest in the project. The £500,000 joint venture expenditure during 2013 at no cost to Kibo has advanced the Company’s understanding of the nickel-PGM and gold potential of the project, generated new targets for follow up and provided for regional field reconnaissance that will allow the large ground (approx 6,000 km2) holding be rationalised in order to focus exploration on priority licence areas. The principal target remains nickel-PGM style mineralisation associated with the 70 to 80 km long belt of mafic and ultramafic rocks in the east of the project. The potential for the discovery of orogenic (vein-shear hosted) style gold mineralisation along a zone close to the southwestern margin of the project block is supported by the results of the regional mapping. The identification and sample results from lithium mineral bearing pegmatite dykes along this zone also open up the potential for the discovery of economic pegmatite hosted lithium-niobium-tantalum mineralisation on the project. ix KiBO Mining PLC AnnuAL RePORt And ACCOunts 2013 3R5 E 3R~R5E 3I5 E Singida Project (Shanta Mining) ~ / M oz~ gold at /~R g/t 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 5 I /E /O PL Application Scale : Kilometres N Main Area of Kibo Exploration E5/3- Nickel-PGM Style mineralisation (Refer Detailed Map) I5 S 50 S 5.50 S I5 S Haneti Project, Geology and and Tenement Status Mwaka Hill >1% Ni, and up to 293 ppm Cu in soil sanples associated with two EM Conductors Mihanza Hill UP TO 13% Ni, 1.9 g/t Pd, 0.5 g/t Pt and 927 ppm Cu from outcrop samping in assocaition with EM conductor Haneti Project, Area of Detailed Exploration in 2013 KiBO Mining PLC AnnuAL RePORt And ACCOunts 2013 x x KiBO Mining PLC AnnuAL RePORt And ACCOunts 2013 Morogoro and PInewood Projects Field exploration was suspended on these projects during 2013, as Kibo prioritised resources towards the Rukwa, Haneti and Lake Victoria projects. Both projects remain integral to the Company’s multi-commodity exploration strategy. Morogoro provides exposure to a new gold exploration region in central Tanzania away from the traditional gold producing areas and Pinewood provides a footprint in southern Tanzania for uranium and coal where the Tanzanian government has prioritised energy development projects and which has seen significant investment and discovery success in both commodities in recent years. Morogoro Project Morogoro is divided geographically in to two tenement block areas, Morogoro North and Morogoro South, located north and south of the town of Morogoro respectively. Both blocks cover high grade metamorphic complexes which while not traditionally considered gold prospective have seen gold discovery success in the last 5 years most notably the Handeni (Magambazi) deposit by Canadian company, Canaco Resources Ltd (now East Africa Metals) During 2012 Kibo carried out extensive soil, stream and reconnaissance mapping surveys over priority licences within the projects and has successfully outlined gold anomalous areas for follow up exploration once it resumes work in the region. The most significant of these are associated with a north-south trending thrust fault zone (Ruvu Nappe) at Morogoro South where a coherent soil geochemical anomaly with values up to 550 parts per billion provides an immediate trenching and drilling target. Exploration at Morogoro North during 2012 and early 2013 (prior to suspension of field programmes) comprised regional stream sediment sampling which produced a number of anomalies that require further investigation. The Company announced promising results from stream sediment sampling over mineral licences in the northern part of Morogoro North in September 2013 where values >20 parts per billion and up to 108 parts per billion define a number of sub-areas within Prospecting Licences 6249/09, 6250/09 and 7497/12. O9fPk S k k k O P PfPkS S k k P 4 P 9kS S k k k k 9 S k k P 1 9 O7k E O7fPkE PL 8O9P//2k1O HANDENI GOLD CAMP PL 7997/2k12 Magambazi Gold Deposit ~ 22 Mt @ 1f4 g/t gold (781,kkk ozf) East Africa Metals ( approx P km to East) PL 9249/2kk9 PL 92Pk//2kk9 PL 9P89/2k1k Simplified Geology Legend Mbuga & Neogene Soils Granite Gneiss Granulites & Gneisses Quartz Vein Artisanal Gold Mining Location Morogoro North Project, Geology and and Tenement Status xi KiBO Mining PLC AnnuAL RePORt And ACCOunts 2013 PL 6622/2010 PL 8299/2012 PL 8497/2012 N PL 8839//2013 PL 5625//2009 PL 5885//2009 m PL 5625//2009 PL 9203/2013 PL 6541/2010 PL 5803//2009 Ruvu Mappe (Matombo) Gold Target m 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 Morogoro South Project, Geology and Tenement Status Gold Mineralisation from Udovelo Mine (Ruvu Nappe) KiBO Mining PLC AnnuAL RePORt And ACCOunts 2013 xii xii KiBO Mining PLC AnnuAL RePORt And ACCOunts 2013 No field exploration was carried out on the project during 2013 is being currently retained on a care and maintenance basis pending an improvement in the global uranium market and sourcing of a suitable joint venture partner to share the cost of initial airborne geophysical surveys. PInewood Project The Pinewood project encompasses licences and applications with a total area of 8,500 km2 spread across three geographic blocks, Mbeya, Songea and Songea East in southern Tanzania. During 2013 as part of the Company’s tenement rationalisation plan it relinquished a number of tenements deemed less prospective for uranium and coal while retaining those tenements where geological appraisal and a review of regional geophysical surveys indicated most prospectivity. The geology of this region is quite diverse and ranges from Precambrian basement to Quaternary sedimentary and volcanic rocks. The late Carboniferous to Jurassic Karoo sequences are the most important in relation to coal and uranium exploration as they 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 tenements but it is postulated that they may be preserved to a much greater extent under Mezozoic and Caenozoic sediments and volcanic ash sequences. PL 8036/2012 PL 7721/2012 Mchukuma Coal Mine- Sichaun Hongda invested $3 bn in mine, thermal coal pant and nearby iron ore deposit in September 2011 Project in development Ngaka- Mbawala- Intra Energy Corp invested $236 m in August 2011 to develop coal field Project in development. Mantra Resources Nyota (Mkuji River) uranium discovery sold for $1.16 bn in June 2011 to Atomredmetzzoloto. Project in development PL 9486/2013 PL 8496/2012 PL 9477/2013 PL 9100/2013 Pinewood Project, Geology and and Tenement Status xiii KiBO Mining PLC AnnuAL RePORt And ACCOunts 2013 Financial Statements KIBO MINING PLC ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2013 KiBO Mining PLC AnnuAL RePORt And ACCOunts 2013 xiv xiv KiBO Mining PLC AnnuAL RePORt And ACCOunts 2013 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 2 4 15 17 26 27 28 29 30 31 32 NOTES TO THE CONSOLIDATED AND COMPANY FINANCIAL STATEMENTS 33 1 KiBO Mining PLC AnnuAL RePORt And ACCOunts 2013 Corporate Directory DIRECTORS: COMPANY SECRETARY: REGISTERED OFFICE: BUSINESS ADDRESS - BUSINESS ADDRESS - BUSINESS ADDRESS - Chairman (Non-Executive) Chief Executive Officer (Executive) Exploration Director (Executive) Chief Financial Officer (Executive) Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director Christian Schaffalitzky Louis Coetzee Noel O’Keeffe Andreas Lianos (Appointed 1 March 2014) Lukas Marthinus Maree Wenzel Kerremans Cecil Bond (Retired 31/07/2013) Bernard Poznanski (Retired 31/07/2013) Noel O’Keeffe 27 Hatch Street Lower Dublin 2 Ireland IRELAND: Gray Office Park Galway Retail Park Headford Road Galway, Ireland Telephone: +353 (0)91 511463 TANZANIA: Amani Place 10th Floor, Wing A Ohio Street Dar es Salaam Telephone: +255 (0)22 212127857 SOUTH AFRICA Unit 2, 211 Kloof Street Waterkloof Pretoria 0145 South Africa Telephone: +27 (0) 346 8540 AUDITORS: LHM Casey McGrath Chartered Certified Accountants & Statutory Audit Firm 6 Northbrook Road Dublin 6 STOCK EXCHANGE LISTING: London Stock Exchange - (Share code: KIBO) – Primary Listing Johannesburg Stock Exchange - (Share Code: KB0) – Secondary Listing SHARE REGISTRARS: Ireland & United Kingdom Computershare Investor Services (Ireland) Ltd Heron House Corrig Road Sandyford Industrial Estate Dublin 18 KiBO Mining PLC AnnuAL RePORt And ACCOunts 2013 2 Corporate Directory South Africa Computershare Investor Services (Pty) Ltd 70 Marshall Street Johannesburg 2001 (P.O. Box 61051, Marshalltown 2107) Allied Irish Bank Tuam Road Galway Hume Capital Securities Plc 24 Cornhill London EC3V 3ND As to Irish Law: McEvoy Partners 27 Hatch Street Lower Dublin 2 Ireland As to English Law: Ronaldson’s LLP 3rd Floor 55 Gower Street London WCIE 6HQ As to Tanzanian Law: Rex Attorneys Rex House 145 Magore Street P.O. Box 7495 Dar es Salaam Tanzania RFC Ambrian Condor House 10 St. Paul’s Churchyard London EC4M 8AL River Group Unit 2, 211 Kloof Street Waterkloof Pretoria 0145 South Africa Bell Pottinger Holborn Gate 330 High Holborn London WCIV 7QD WEBSITE: www.kibomining.com DATE OF INCORPORATION: 17 January 2008 REGISTERED NUMBER: 45193 3 KiBO Mining PLC AnnuAL RePORt And ACCOunts 2013 PRINCIPAL BANKERS: BROKERS: SOLICITORS: NOMINATED ADVISER: DESIGNATED ADVISER: PUBLIC RELATIONS: KIBO MINING PLC DIRECTORS’ REPORT FINANCIAL STATEMENTS AS AT 31 DECEMBER 2013 The Directors present their Annual Report together with the audited financial statements for the year ended 31 December 2013 of Kibo Mining Plc (“the Company”) and its subsidiaries (collectively “the Group”). The Board comprises a Non-Executive Chairman, three Executive Directors and two independent Non-Executive Directors. As the Company evolves, the Board will be reviewed and expanded if necessary to ensure appropriate expertise is in place at all times to support its business activities . The Board is responsible for formulating, reviewing and approving the Group's strategy, budgets, major items of capital expenditure and acquisitions. An agenda and all supporting documentation is circulated to all Directors before each Board Meeting. Open and timely access to all information is provided to all Directors to enable them to bring independent judgement on issues affecting the Group and facilitate them in discharging their duties. At the end of the financial year, and date of this report, the board of Directors comprised of: Christian Schaffalitzky - Chairman (Non-Executive) Louis Coetzee - Chief Executive Officer (Executive) Noel O’Keeffe - Exploration Director (Executive) Lukas Marthinus Maree (Non-Executive Director) Wenzel Kerremans (Non-Executive Director) Andreas Lianos - Chief Financial Officer (Executive) Christian Schaffalitzky, BA (Mod), FIMMM, PGeo, CEng, Age 60 – Chairman (Non-Executive) Christian Schaffalitzky is managing Director of Eurasia Mining Plc a company trading on AIM. From 1984 to 1992, he founded and managed the international minerals consultancy, CSA Group, now CSA Global Pty Ltd. With over 30 years’ experience in minerals exploration, Christian Schaffalitzky was a founder of Ivernia West Plc, where he led the exploration and was instrumental in the discovery and development of the Lisheen zinc deposit in Ireland. More recently, he was managing Director of Ennex International Plc an Irish quoted mineral exploration Company, focused on zinc development projects. He has also been engaged in precious and base metal mineral exploration and development in the former Soviet Union and until recently an independent director on the boards of Russian companies, Raspadskaya Coal Company and Chelyabinsk Zinc. Louis Coetzee, BA, MBA , Age 49 – Chief Executive Officer (Executive) d Louis Coetzee has 25 years’ experience in business development, promotion and financing in both the public and private sector. In recent years he has concentrated on the exploration and mining arena where he has founded, promoted and developed a number of junior mineral exploration companies based mainly on Tanzanian assets. Louis has tertiary qualifications in law and languages, project management, supply chain management and a MBA from Bond University (Australia) specialising in entrepreneurship and business planning and strategy. He has worked in various project management and business development roles mostly in the mining industry throughout his career. Between 2007 and 2009, he held the position of Vice-President, Business Development with Canadian listed Great Basin Gold (TSX: CBG). Noel O’Keeffe , BSc (Hons), Geology, MBA, Age 50 – Exploration Director (Executive) and Company Secretary Noel O'Keeffe has over 20 years’ experience in mineral exploration and has worked on a variety of base metal and gold projects in Ireland, Canada, Australia and Africa. Prior to co-founding Kibo in 2008 he worked as a quality co- ordinator with Boston Scientific (Ireland) Ltd, a multinational medical device Company. He also worked part-time for Irish geological services group, Aurum Exploration Ltd during 2003 and early 2004. During the mid-nineties he was exploration manager with Ormonde Mining Plc in Tanzania, a Company currently listed on the Irish Stock Exchange and on AIM. Previously Noel was a senior geological consultant with BDA Consultants Limited and worked on both government and private sector contracts. Earlier in his career, Noel worked as a geologist for Burmin Exploration and Development Plc and for its Canadian and Australian subsidiaries. Lukas Marthinus Maree, BLC, LLB, Age 52 - (Non-Executive) Tinus Maree is a lawyer by profession. He has served on the boards of a number of public companies including Goldsource Mines Limited, Africo Resources Limited and Diamondworks Limited that have made significant successful investments in exploration projects in Africa and North America, and has more recently served as the CEO of private investment companies Rusaf Gold Limited and Mzuri Capital Group Limited, both of which have successfully developed and sold mineral projects in Russia and Tanzania in the last seven years. He was also a founder principal of River Group, Designated Advisors to the Listing of Kibo on the JSE, and was responsible for its Canadian office until his retirement from the group in 2013 to pursue personal interests. KiBO Mining PLC AnnuAL RePORt And ACCOunts 2013 4 4 KIBO MINING PLC DIRECTORS’ REPORT FINANCIAL STATEMENTS AS AT 31 DECEMBER 2013 KIBO MINING PLC DIRECTORS’ REPORT FINANCIAL STATEMENTS AS AT 31 DECEMBER 2013 Wenzel Kerremans, B.Proc, LLB, LLM, Adv. Dip. Age 54 - (Non-Executive) Wenzel Kerremans is a lawyer by profession with over 25 years international legal experience in mining, banking, project finance and international tax, advising clients who have invested in exploration and mining projects in Africa. He has also originated and successfully sold Veremo Holdings Limited a billion ton titaneferous magnetite exploration project for the production of iron and titanium slag. Andreas (Andrew) Lianos, CA, ACMA , Age 47 – Chief Financial Officer (Executive) titaniferous Andrew is a chartered accountant (CA (SA)), certified management accountant (ACMA), certified internal auditor (CIA) and JSE qualified executive who started his professional career in 1989 with Grant Thornton International. Andrew entered the corporate finance industry in 1994 by joining Deloitte & Touche Corporate Finance. In 1996 he joined Smith Borkum Hare/Merrill Lynch Corporate Finance, and was part of the team that founded Labyrinth Corporate Finance during 1997. He has substantial transaction experience in the resources, food- and leisure industries. Andrew has served on the boards of a number of private and public companies. Andrew co-founded the River Group, Kibo’s JSE Designated and Corporate Advisor and is a director of River Capital Partners Ltd and River Sponsor Services (Pty) Ltd (Trading as River Group). He is also currently a director of Boudica Trust Co Limited (trading as Boudica Group) and a director of Mzuri Exploration Services Ltd and Mzuri Capital Group Ltd (trading as Mzuri Group), which was the largest shareholder in Kibo until December 2013 when it distributed all its shares to its shareholders as reported to the market on 20 December 2013. Andrew has been involved in a number of successful cross-border restructurings and resource transactions in Canada, the Central African Republic, Sierra Leone, Angola, Zambia, Zimbabwe, Tanzania and South Africa. Review of Business Developments As set out in the Chairman’s Report and review of activities, as well as continuing with its exploration program, the Company significantly decreased its exploration ground holdings in Tanzania during the period. Rukwa The Company has been engaged in ongoing discussions with the Tanzanian Government and potential development partners regarding the development of a mouth-of-mine coal thermal power plant (“Rukwa Coal to Power Project”). Encouraging progress has been made during the first half of 2013 with two significant developments announced in March and April respectively: - - The strong expression of support for the project by the Tanzanian Government and its inclusion as a strategic component of the country’s national energy strategy; and The disclosure of the letter of intent from Korean Government owned multi-national power company, Korean East-West Power Co. Ltd (“EWP”) to participate in the project and commencement of negotiations towards a formal joint venture agreement These developments have confirmed the Company’s confidence in the imperative of Rukwa as a key part of the regional energy strategy, and have also enhanced its ability to attract the investment required for the continued pursuit of the Tanzanian Government’s national strategy and the required follow-on technical evaluation of the Rukwa Project. This will consist of a scoping study for which appropriately experienced consultants are currently under consideration. Imweru The Company completed the Imweru Drill programme in the Lake Victoria Region, Tanzania. The planning and mobilization of a two phase exploration drilling programme at Imweru started on 14 October 2013, with drilling on Phase 1 commencing on 1 November 2013 and finishing on 27 November 2013. The programme was completed 15 days ahead of schedule, within budget and with a 100% safety record over the period of operations. The results of the drill program were incorporated in to a revised JORC-compliant resource estimate for Imweru by February 2014. The report stated a revised estimate independent consultants Tetratech EBA and published on 24 of 15 million tonnes @ 1.14 g/t, 0.4 g/t cut-off or 550,000 oz. being combined Indicated and Inferred resources. Principal Risks and Uncertainties th The Directors present their Annual Report together with the audited financial statements for the year ended 31 December 2013 of Kibo Mining Plc (“the Company”) and its subsidiaries (collectively “the Group”). The Board comprises a Non-Executive Chairman, three Executive Directors and two independent Non-Executive Directors. As the Company evolves, the Board will be reviewed and expanded if necessary to ensure appropriate expertise is in place at all times to support its business activities The Board is responsible for formulating, reviewing and approving the Group's strategy, budgets, major items of capital expenditure and acquisitions. An agenda and all supporting documentation is circulated to all Directors before each Board Meeting. Open and timely access to all information is provided to all Directors to enable them to bring independent judgement on issues affecting the Group and facilitate them in discharging their duties. At the end of the financial year, and date of this report, the board of Directors comprised of: Christian Schaffalitzky - Chairman (Non-Executive) Louis Coetzee - Chief Executive Officer (Executive) Noel O’Keeffe - Exploration Director (Executive) Lukas Marthinus Maree (Non-Executive Director) Wenzel Kerremans (Non-Executive Director) Andreas Lianos - Chief Financial Officer (Executive) Christian Schaffalitzky, BA (Mod), FIMMM, PGeo, CEng, Age 60 – Chairman (Non-Executive) Christian Schaffalitzky is managing Director of Eurasia Mining Plc a company trading on AIM. From 1984 to 1992, he founded and managed the international minerals consultancy, CSA Group, now CSA Global Pty Ltd. With over 30 years’ experience in minerals exploration, Christian Schaffalitzky was a founder of Ivernia West Plc, where he led the exploration and was instrumental in the discovery and development of the Lisheen zinc deposit in Ireland. More recently, he was managing Director of Ennex International Plc an Irish quoted mineral exploration Company, focused on zinc development projects. He has also been engaged in precious and base metal mineral exploration and development in the former Soviet Union and until recently an independent director on the boards of Russian companies, Raspadskaya Coal Company and Chelyabinsk Zinc. Louis Coetzee, BA, MBA , Age 49 – Chief Executive Officer (Executive) Louis Coetzee has 25 years’ experience in business development, promotion and financing in both the public and private sector. In recent years he has concentrated on the exploration and mining arena where he has founded, promoted and developed a number of junior mineral exploration companies based mainly on Tanzanian assets. Louis has tertiary qualifications in law and languages, project management, supply chain management and a MBA from Bond University (Australia) specialising in entrepreneurship and business planning and strategy. He has worked in various project management and business development roles mostly in the mining industry throughout his career. Between 2007 and 2009, he held the position of Vice-President, Business Development with Canadian listed Great Basin Gold (TSX: CBG). Noel O’Keeffe , BSc (Hons), Geology, MBA, Age 50 – Exploration Director (Executive) and Company Secretary Noel O'Keeffe has over 20 years’ experience in mineral exploration and has worked on a variety of base metal and gold projects in Ireland, Canada, Australia and Africa. Prior to co-founding Kibo in 2008 he worked as a quality co- ordinator with Boston Scientific (Ireland) Ltd, a multinational medical device Company. He also worked part-time for Irish geological services group, Aurum Exploration Ltd during 2003 and early 2004. During the mid-nineties he was exploration manager with Ormonde Mining Plc in Tanzania, a Company currently listed on the Irish Stock Exchange and on AIM. Previously Noel was a senior geological consultant with BDA Consultants Limited and worked on both government and private sector contracts. Earlier in his career, Noel worked as a geologist for Burmin Exploration and Development Plc and for its Canadian and Australian subsidiaries. Lukas Marthinus Maree, BLC, LLB, Age 52 - (Non-Executive) Tinus Maree is a lawyer by profession. He has served on the boards of a number of public companies including Goldsource Mines Limited, Africo Resources Limited and Diamondworks Limited that have made significant successful investments in exploration projects in Africa and North America, and has more recently served as the CEO of private investment companies Rusaf Gold Limited and Mzuri Capital Group Limited, both of which have successfully developed and sold mineral projects in Russia and Tanzania in the last seven years. He was also a founder principal of River Group, Designated Advisors to the Listing of Kibo on the JSE, and was responsible for its Canadian office until his retirement from the group in 2013 to pursue personal interests. 4 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; 5 KiBO Mining PLC AnnuAL RePORt And ACCOunts 2013 5 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:     KIBO MINING PLC DIRECTORS’ REPORT FINANCIAL STATEMENTS AS AT 31 DECEMBER 2013    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 the 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 Company to raise additional financing, if necessary, or alternatively upon the Company’s ability to dispose of its interests on an advantageous basis. Changes in market 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. Funding risk In the past the Group has raised funds via equity contributions from new and existing shareholders, thereby ensuring the Group 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 Group 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. KiBO Mining PLC AnnuAL RePORt And ACCOunts 2013 6 6 KIBO MINING PLC DIRECTORS’ REPORT    Liquidity risks. mining operations. Currency exchange fluctuations and restrictions; Foreign investment risks including increases in taxes, royalties and renegotiation of contracts; and In addition to the above there can be no assurance that the current exploration program will result in profitable 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 Company to raise additional financing, if necessary, or alternatively upon the Company’s ability to dispose of its interests on an advantageous basis. Changes in market 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. Funding risk In the past the Group has raised funds via equity contributions from new and existing shareholders, thereby ensuring the Group 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 Group 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. FINANCIAL STATEMENTS AS AT 31 DECEMBER 2013 KIBO MINING PLC DIRECTORS’ REPORT FINANCIAL STATEMENTS AS AT 31 DECEMBER 2013 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 year after providing for depreciation, impairments and taxation amounted to a loss of £15,583,337 (15 months ended 31 December 2012: loss £4,483,079). Post Balance Sheet Events Kibo’s Board of Directors approved the appointment of Mr. Andreas Lianos (“Andrew”) as the Chief Financial Officer (Executive Director) of the Company. The appointment is effective from 1 March 2014 onward. There has been no other material post balance sheet events other than those stated in Note 21 to the financial statements. Directors Interests The interests of the Directors and Company 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 (held directly and indirectly) 27/06/14 31/12/13 31/12/12* Directors Christian Schaffalitzky Noel O’Keeffe Louis Coetzee Tinus Maree Wenzel Kerremans Andreas Lianos Secretary 1,715,910 714,865 4,343,616 2,590,268 32,309 3,000,000 1,715,910 714,865 4,343,616 2,590,268 32,309 3,000,000 1,689,132 638,838 2,762,662 992,163 - 500,000 Noel O’Keeffe 714,865 714,865 638,838 * Ordinary Shares were retrospectively restated as at 31 December 2012 in line with the Capital Re-organisation undertaken during the current financial period (see Note 14). 6 7 KiBO Mining PLC AnnuAL RePORt And ACCOunts 2013 7 KIBO MINING PLC DIRECTORS’ REPORT FINANCIAL STATEMENTS AS AT 31 DECEMBER 2013 Directors Christian Schaffalitzky Louis Coetzee Noel O’Keeffe Tinus Maree Wenzel Kerremans Andreas Lianos Share Options (held directly and indirectly) 27/06/14 31/12/13 31/12/12* 100,000 100,000 100,000 100,000 100,000 - 100,000 100,000 100,000 100,000 100,000 - 100,000 100,000 100,000 100,000 100,000 - * Ordinary Shares were retrospectively restated as at 31 December 2012 in line with the Capital Re-organisation undertaken during the current financial period (see Note 14). The above share options are exercisable at a price of £0.582 at any time up to 31 March 2016. For further detail surrounding the ordinary shares and share options in issue, refer to Note 14 and 15 of the financial statements. Transactions Involving Directors There have been no contracts or arrangements of significance during the period in which Directors of the Company, or their related parties, were interested other than as disclosed in Note 19 to the financial statements. Directors meetings The Company held 9 (nine) Board meetings during the reporting period and the number of meetings attended by each of the Directors of the Company during the year to 31 December 2013 were: Number of Meetings Attended Number of Meetings Eligible to Attend Director Name Position Christian Schaffalitzky Louis Coetzee Andreas Lianos (Appointed 1 March 2014) Noel O’Keeffe Lukas Marthinus Maree Wenzel Kerremans (Appointed 4/2/13) Desmond Burke (Retired from 31/1/13) Cecil Bond (Retired 31/07/2013) Bernard Poznanski (Retired 31/07/2013) Chairman Chief Executive Officer Chief Financial Officer Exploration Director Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director 9 9 0 9 6 7 0 3 3 9 9 0 9 9 9 1 4 4 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 2 (two) Audit Committee meetings during the reporting period and the number of meetings attended by each of the members during the year to 31 December 2013 were: Number of Meetings Attended Number of Meetings Eligible to Attend Director Name Position Christian Schaffalitzky Wenzel Kerremans Cecil Bond Chairman (Non-Executive) Non-Executive Director Non-Executive Director 2 2 2 2 2 2 KiBO Mining PLC AnnuAL RePORt And ACCOunts 2013 8 8 KIBO MINING PLC DIRECTORS’ REPORT FINANCIAL STATEMENTS AS AT 31 DECEMBER 2013 KIBO MINING PLC DIRECTORS’ REPORT FINANCIAL STATEMENTS AS AT 31 DECEMBER 2013 Directors Christian Schaffalitzky Louis Coetzee Noel O’Keeffe Tinus Maree Wenzel Kerremans Andreas Lianos Share Options (held directly and indirectly) 27/06/14 31/12/13 31/12/12* 100,000 100,000 100,000 100,000 100,000 - 100,000 100,000 100,000 100,000 100,000 - 100,000 100,000 100,000 100,000 100,000 - * Ordinary Shares were retrospectively restated as at 31 December 2012 in line with the Capital Re-organisation undertaken during the current financial period (see Note 14). The Company held 2 (two) Remuneration Committee meetings during the reporting period and the number of meetings attended by each of the members during the year to 31 December 2013 were: Number of Meetings Attended Number of Meetings Eligible to Attend Director Name Position Christian Schaffalitzky Desmond Burke (Retired from 31/1/13) Non-Executive Director Non-Executive Director Wenzel Kerremans Non-Executive Director Tinus Maree Chairman (Non-Executive) 2 0 2 2 2 0 2 2 The above share options are exercisable at a price of £0.582 at any time up to 31 March 2016. Director Name Position The Company held 2 (two) Governance Committee meetings during the reporting period and the number of meetings attended by each of the members during the year to 31 December 2013 were: Number of Meetings Attended Number of Meetings Eligible to Attend For further detail surrounding the ordinary shares and share options in issue, refer to Note 14 and 15 of the financial statements. Transactions Involving Directors There have been no contracts or arrangements of significance during the period in which Directors of the Company, or their related parties, were interested other than as disclosed in Note 19 to the financial statements. Directors meetings Christian Schaffalitzky Non-Executive Chairman Wenzel Kerremans Non-Executive Director Non-Executive Director Cecil Bond (Retired 31/07/2013) Bernard Poznanski(Retired 31/07/2013) Non-Executive Director Substantial Shareholdings 2 2 1 1 2 2 1 1 The Company held 9 (nine) Board meetings during the reporting period and the number of meetings attended by each of the Directors of the Company during the year to 31 December 2013 were: Number of Meetings Attended Number of Meetings Eligible to Attend The Company has been informed that, in addition to the interests of the Directors, at 31 December 2013 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 financial statements: Percentage of issued share capital 27/06/14 31/12/13 31/12/12 Director Name Position Andreas Lianos (Appointed 1 March 2014) Chief Financial Officer Christian Schaffalitzky Louis Coetzee Noel O’Keeffe Lukas Marthinus Maree Wenzel Kerremans (Appointed 4/2/13) Desmond Burke (Retired from 31/1/13) Cecil Bond (Retired 31/07/2013) Chairman Chief Executive Officer Exploration Director Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director Bernard Poznanski (Retired 31/07/2013) 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 2 (two) Audit Committee meetings during the reporting period and the number of meetings attended by each of the members during the year to 31 December 2013 were: Number of Meetings Attended Number of Meetings Eligible to Attend Director Name Position Christian Schaffalitzky Wenzel Kerremans Cecil Bond Chairman (Non-Executive) Non-Executive Director Non-Executive Director 9 9 0 9 6 7 0 3 3 2 2 2 9 9 0 9 9 9 1 4 4 2 2 2 Sun Mining Limited Mzuri Capital Group Limited 3.46% - 4.20% - 7.89% 25.35% Mzuri Capital Group Limited distributed its entire interest in the Company on an in specie basis to its shareholders with effect from 20 December 2013. Subsidiary Undertakings Details of the Company’s subsidiary undertakings are set out in Note 18 to the financial statements. Political Donations During the period, the Group made no charitable or political contributions (2012: £ 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 further 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. 8 9 KiBO Mining PLC AnnuAL RePORt And ACCOunts 2013 9 KIBO MINING PLC DIRECTORS’ REPORT Environmental responsibility FINANCIAL STATEMENTS AS AT 31 DECEMBER 2013 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. Dividends There have been no dividends declared or paid during the current financial period (2012: £ nil). Corporate Governance Policy The Board is aware of the importance to conform to its statutory responsibilities and industry good practice in relation to corporate governance of the Group. The Board is accountable to the shareholders for delivery of sustained value growth. In order to support its duties and responsibilities the Board implements control procedures that assess and manage risk and ensure robust financial and operational management within the Group. The principal risks that the Group is exposed to can be classified under the general headings of exploration risk, commodity risk, price risk, currency risk and political risk. The Board also sets the Group’s core values and ethical standards of business conduct ensuring these are effectively communicated to all staff and are monitored continuously by the Board. The Board sets the Group’s strategy and monitors its implementation through management and financial performance reviews. It also works to ensure that adequate resources are available to implement strategy in a timely manner. 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 2013, 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. 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 Chief Executive Officer 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 9 (nine) 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 27 June 2014 are Christian Schaffalitzky, Lukas Marthinus Maree and Wenzel Kerremans. The audit committee has set out its roles and responsibilities within its charter and ensured that it is aligned to good 10 KiBO Mining PLC AnnuAL RePORt And ACCOunts 2013 10 financial governance principles. KIBO MINING PLC DIRECTORS’ REPORT Environmental responsibility FINANCIAL STATEMENTS AS AT 31 DECEMBER 2013 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. Dividends There have been no dividends declared or paid during the current financial period (2012: £ nil). Corporate Governance Policy The Board is aware of the importance to conform to its statutory responsibilities and industry good practice in relation to corporate governance of the Group. The Board is accountable to the shareholders for delivery of sustained value growth. In order to support its duties and responsibilities the Board implements control procedures that assess and manage risk and ensure robust financial and operational management within the Group. The principal risks that the Group is exposed to can be classified under the general headings of exploration risk, commodity risk, price risk, currency risk and political risk. The Board sets the Group’s strategy and monitors its implementation through management and financial performance reviews. It also works to ensure that adequate resources are available to implement strategy in a timely manner. 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 2013, 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. 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. Director. The role of chairman and Chief Executive Officer are not held by the same Director. The chairman is a non-executive 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 9 (nine) 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 27 June 2014 are Christian Schaffalitzky, Lukas Marthinus Maree and Wenzel Kerremans. The audit committee has set out its roles and responsibilities within its charter and ensured that it is aligned to good 10 financial governance principles. KIBO MINING PLC DIRECTORS’ REPORT These include:  FINANCIAL STATEMENTS AS AT 31 DECEMBER 2013         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; monitoring the integrity of the group’s integrated reporting and all factors and risks that may impact on reporting; annually reviewing the expertise, appropriateness and experience of the finance function; annually nominating the external auditors for appointment by the shareholders; reviewing developments in governance and best practice; foster and improve open communication and contact with relevant stakeholders of the Group; and assessing the external auditor’s independence and determining their remuneration. The audit committee further sets the principles for recommending the external auditors for non-audit services use. The audit committee has satisfied itself of the suitability of the chief financial officer, and that the chief financial officer holds the necessary expertise and has the relevant experience. The Board also sets the Group’s core values and ethical standards of business conduct ensuring these are effectively communicated to all staff and are monitored continuously by the Board. The committee meets at least twice a year to review its strategy. Remuneration Committee The members of the remuneration committee at 27 June 2014 are Christian Schaffalitzky, Wenzel Kerremans and Lukas Marthinus Maree. The purpose of the remuneration committee is to discharge the responsibilities of the board relating to all compensation, including equity compensation of the company’s executives. The remuneration committee establishes and administers the Company’s executive remuneration with the broad objective of aligning executive remuneration with Company performance and shareholder interests, setting remuneration standards aimed at attracting, retaining and motivating the executive team, linking individual pay with operational and Company performance in relation to strategic objectives; and evaluating compensation of executives including approval of salary, equity and incentive-based awards. 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 27 June 2014 are Christian Schaffalitzky, Lukas Marthinus Maree and Wenzel Kerremans. 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:   monitor the compliance of the Group with legal requirements and the Group’s Code of Ethics; and monitoring the integrity of the group’s integrated reporting and all factors and risks that may impact on reporting. Internal Audit The Group does not have an internal audit function. Currently the operations of the Group do 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. 11 KiBO Mining PLC AnnuAL RePORt And ACCOunts 2013 11 KIBO MINING PLC DIRECTORS’ REPORT Health, Safety and Environmental Policy FINANCIAL STATEMENTS AS AT 31 DECEMBER 2013 The Group is committed to high standards of Health, Safety and Environmental performance across our business. Our goal is to protect people, minimize harm to the environment, integrate biodiversity considerations and reduce disruption to our neighbouring communities. We seek to achieve continuous improvement in our Health, Safety and Environmental performance. Corporate Social Responsibility Policy (CSR) The Group’s policy is to conduct all our business operations to best industry standards and to behave in a socially responsible manner. Our goal is to behave ethically and with integrity and to respect cultural, national and religious diversity. Governance of IT 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. KiBO Mining PLC AnnuAL RePORt And ACCOunts 2013 12 12 The Group is committed to high standards of Health, Safety and Environmental performance across our business. Our goal is to protect people, minimize harm to the environment, integrate biodiversity considerations and reduce disruption to our neighbouring communities. We seek to achieve continuous improvement in our Health, Safety and Environmental performance. Corporate Social Responsibility Policy (CSR) The Group’s policy is to conduct all our business operations to best industry standards and to behave in a socially responsible manner. Our goal is to behave ethically and with integrity and to respect cultural, national and religious diversity. Governance of IT 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. KIBO MINING PLC DIRECTORS’ REPORT Health, Safety and Environmental Policy FINANCIAL STATEMENTS AS AT 31 DECEMBER 2013 KIBO MINING PLC DIRECTORS’ REPORT Statement of Directors Responsibility FINANCIAL STATEMENTS AS AT 31 DECEMBER 2013 The Directors are responsible for preparing the Group and Company financial statements in accordance with applicable Laws 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 International Financial Reporting Standards (IFRSs) as adopted by the European Union (EU IFRS), as applied in accordance with the provisions of the Irish Companies Acts, 1963 to 2013 (‘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 2013, 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 6 (six) Directors, comprising 3 (three) executive Directors and 3 (three) non-executive Directors. The Board met formally on 9 (nine) occasions during the year ended 31 December 2013. 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. 12 13 KiBO Mining PLC AnnuAL RePORt And ACCOunts 2013 13 KIBO MINING PLC DIRECTORS’ REPORT ooks of account FINANCIAL STATEMENTS AS AT 31 DECEMBER 2013 B 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 Kolonakiou, 37, Linopetra, P.C. 4103, Limmasol – Cyprus. 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: 27th June 2014 Date: Director ________________________ Date: 27th June 2014 Date: KiBO Mining PLC AnnuAL RePORt And ACCOunts 2013 14 14 KIBO MINING PLC DIRECTORS’ REPORT ooks of account B 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 Kolonakiou, 37, Linopetra, P.C. 4103, Limmasol – Cyprus. 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: Director ________________________ Date: FINANCIAL STATEMENTS AS AT 31 DECEMBER 2013 KIBO MINING PLC INDEPENDENT AUDITORS REPORT TO THE SHAREHOLDERS FINANCIAL STATEMENTS AS AT 31 DECEMBER 2013 We have audited the Group and Company financial statements of Kibo Mining plc for the year ended 31 December 2013 which comprise 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. The financial reporting framework that has been applied in their preparations is Irish Law and International Financial Reporting Standards ("IFRS") as adopted by the European Union. 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 an Auditors' 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 and 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 As explained more fully in the Directors' Responsibilities Statement, the directors are responsible for the preparation of the Group financial statements giving a true and fair view. Our responsibility is to audit and express an opinion on the Group financial statements in accordance with applicable law and International Financial Reporting Standards as adopted by the European Union ("IFRS") and have been prepared in accordance with Companies Acts 1963 to 2013. Scope of the audit of the financial statements An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the Group financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the Group and company's circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the directors; and the overall presentation of the financial statements. In addition, we read all the financial and non-financial information in the Report to identify material inconsistencies with the audited financial statements and to identify any information that is apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the audit. This other information comprises only the Directors’ Report and the Chairman's Report and Review of Activities If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report. Opinion on financial statements 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 2013 and of its loss and cashflows for the year 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 2013, of the state of the Company's affairs as at 31 December 2013; and the financial statements have been properly prepared in accordance with the requirements of the Companies Acts 1963 to 2013 and all regulations to be construed as one with those acts. Emphasis of Matter – Realisation of Assets In forming our opinion on the financial statements, which is not modified, we considered the adequacy of disclosures made in Notes 10, 11, 12 and 18 to the financial statements concerning the valuation of intangible assets, amounts due from Group undertakings and investments in Group undertakings. The realisation of intangible assets of £9,718,509 (2012: £21,054,614), amounts due from Group undertakings of £25,286,099 (2012: £24,462,066) and investments in Group undertakings of £1,700,000 (2012: £4,326,511) included in the Company Statement of Financial Position is dependent on the discovery of economic reserves including the ability of the Group to raise sufficient finance to develop the projects. 14 15 KiBO Mining PLC AnnuAL RePORt And ACCOunts 2013 15 KIBO MINING PLC INDEPENDENT AUDITORS REPORT TO THE SHAREHOLDERS FINANCIAL STATEMENTS AS AT 31 DECEMBER 2013 Matters on which we are required to report by the Companies Acts 1963 to 2013      We have obtained all the information and explanations which 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, 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 2013 a financial situation which under section 40(1) of the Companies (Amendment) Act 1983 would require the convening of an Extraordinary General Meeting of the Company. Matters on which we are required to report by exception We have nothing to report in respect of the provisions in the Companies Acts 1963 to 2013 which require us to report to you if, in our opinion, the disclosures of directors' remuneration and transactions specified by law are not made. Fergal McGrath Statutory auditor LHM Casey McGrath for and on behalf of Chartered Certified Accountants Statutory Audit Firm 6 Northbrook Road Dublin 6 Ireland Date: 27th June 2014 Date: KiBO Mining PLC AnnuAL RePORt And ACCOunts 2013 16 16 KIBO MINING PLC SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES FINANCIAL STATEMENTS AS AT 31 DECEMBER 2013 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 2013 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 2013. 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 9. 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 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. 17 KiBO Mining PLC AnnuAL RePORt And ACCOunts 2013 17 KIBO MINING PLC SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES FINANCIAL STATEMENTS AS AT 31 DECEMBER 2013 Revenue Recognition - Interest Revenue 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 The consolidated financial statements comprise the financial statements of Kibo Mining Plc and its subsidiaries for the year ended 31 December 2013. 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. Goodwill  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. Consolidated financial statements Goodwill arising from the acquisition of a subsidiary represents the excess of the cost of the acquisition over the Group's interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the subsidiary recognised at the date of acquisition. Goodwill is initially measured at cost and is subsequently measured at cost less any accumulated impairment losses. Goodwill is tested for impairment on an annual basis. KiBO Mining PLC AnnuAL RePORt And ACCOunts 2013 18 18 KIBO MINING PLC SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES FINANCIAL STATEMENTS AS AT 31 DECEMBER 2013 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. 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 are 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. 19 KiBO Mining PLC AnnuAL RePORt And ACCOunts 2013 19 KIBO MINING PLC SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES FINANCIAL STATEMENTS AS AT 31 DECEMBER 2013 KIBO MINING PLC FINANCIAL STATEMENTS AS AT 31 DECEMBER 2013 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Property, Plant and Equipment Group companies 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: 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:  Office equipment-between 12.5% to 37.5% straight line; Plant & machinery at 20% straight line; Furniture & 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. Income Tax 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. 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. 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 Issue Expenses and Share Premium Account as part of the gain or loss on sale. Issue expenses are written off against the premium arising on the issue of share capital. 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. Headline earnings per share (HEPS) is calculated using the weighted average number of ordinary shares in issue during the period and is based on the earnings attributable to ordinary shareholders, after excluding those items as required by Circular 2/2013 issued by the South African Institute of Chartered Accountants (SAICA). 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. KiBO Mining PLC AnnuAL RePORt And ACCOunts 2013 20 20 21 KIBO MINING PLC FINANCIAL STATEMENTS AS AT 31 DECEMBER 2013 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES KIBO MINING PLC SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES FINANCIAL STATEMENTS AS AT 31 DECEMBER 2013 Property, Plant and Equipment Group companies 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 & 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. Income Tax 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. 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. 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. 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. Headline earnings per share (HEPS) is calculated using the weighted average number of ordinary shares in issue during the period and is based on the earnings attributable to ordinary shareholders, after excluding those items as required by Circular 2/2013 issued by the South African Institute of Chartered Accountants (SAICA). 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. 20 21 KiBO Mining PLC AnnuAL RePORt And ACCOunts 2013 21 KIBO MINING PLC SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES FINANCIAL STATEMENTS AS AT 31 DECEMBER 2013 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 2013 22 22 KIBO MINING PLC SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES FINANCIAL STATEMENTS AS AT 31 DECEMBER 2013 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. There following new standards, interpretations and amendments have been adopted by the Group and Company during the current financial period. These new standards, amendments and interpretations do not have a materially effect on the Group’s financial reporting: Details of amendment Standards Annual periods beginning on or after IFRS 7: Financial Instruments: Disclosures IFRS 10: Consolidated Financial Statements IFRS 11: Joint Arrangements IFRS 12: Disclosure of Interests in Other Entities IFRS 13: Fair Value Measurement IAS 1, Presentation of Financial Statements - 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 balance sheet and the effects of rights of set-off on the entity’s rights and obligations. - New standard that replaces the consolidation in SIC-12 Consolidation—Special requirements 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. - Amendments to the transition guidance of IFRS 10 Consolidated Financial Statements, IFRS 11 Joint Arrangements and IFRS 12 Disclosure of Interests in Other Entities, thus limiting the requirements to provide adjusted comparative information. - New standard that deals with the accounting for joint arrangements and focuses on the rights and obligations of the arrangement, rather than its legal for form. Standard requires a single method accounting for interests in jointly controlled entities. - Amendments to the transition guidance of IFRS 10 Consolidated Financial Statements, IFRS 11 Joint Arrangements and IFRS 12 Disclosure of Interests in Other Entities, thus limiting the requirements to provide adjusted comparative information. - 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. - Amendments to the transition guidance of IFRS 10 Consolidated Financial Statements, IFRS 11 Joint Arrangements and IFRS 12 Disclosure of Interests in Other Entities, thus limiting the requirements to provide adjusted comparative information. New guidance on fair value measurement and disclosure requirements Cycle: Annual Amendments for comparative information including minimum and additional comparative information required. Improvements clarifying requirements 2009–2011 the 23 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 23 KiBO Mining PLC AnnuAL RePORt And ACCOunts 2013 KIBO MINING PLC SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES FINANCIAL STATEMENTS AS AT 31 DECEMBER 2013 IAS 16: Property, Plant and Equipment 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 2009–2011 Improvements Cycle: Annual Amendments to the recognition and classification of servicing equipment. 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. - Cycle: Amendments to clarify the tax effect of distribution to holders of equity instruments. Cycle: Annual Amendments to improve the disclosures for interim financial reporting and segment information for total assets and liabilities Improvements Improvements 2009–2011 2009–2011 Annual 1 January 2013 1 January 2013 1 January 2013 1 January 2013 1 January 2013 1 January 2013 1 January 2013 IFRIC 20: Stripping Costs in the Production Phase of a Surface Mine Capitalisation of stripping costs in the production phase of a surface mine until they meet the definition of inventory in IAS 2 : Inventories 1 January 2013 The Group have not yet assessed the impact of IFRS 9, and will do so once the mandatory implementation date has been announced by the IASB and all outstanding parts of IFRS 9 have been completed. There following new standards, interpretations and amendments have not yet been adopted by the Group and Company and will be assessed for relevance once these become applicable: Details of amendment Standards Annual periods beginning on or after IFRS 2: Share-based Payment IFRS 3: Business Combinations IFRS 8: Operating Segments IFRS 9: Financial Instruments Annual 2010–2012 2010–2012 Improvements Improvements Cycle: - Amendments added the definitions of performance conditions and service conditions and amended the definitions of vesting conditions and market conditions. - Cycle: Annual Amendments to the measurement requirements for all contingent consideration assets and liabilities including those accounted for under IFRS 9. Improvements - 2011–2013 Annual Amendments the scope paragraph to formation of a joint arrangement. Cycle: Improvements Annual - Amendments to some disclosure requirements regarding the judgements made by management in applying the aggregation criteria, as well as those to certain reconciliations. - New standard arising from a three-part project to Instruments: Cycle: the 2010–2012 Financial for 39 IAS replace  Recognition and Measurement.  Phase 1: Classification and measurement (completed) Impairment methodology 2: Phase KiBO Mining PLC AnnuAL RePORt And ACCOunts 2013 24 24 1 July 2014 1 July 2014 1 July 2014 1 January 2018 KIBO MINING PLC SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES FINANCIAL STATEMENTS AS AT 31 DECEMBER 2013  (outstanding) Phase 3: Hedge accounting (completed) Annual - Most of the requirements for financial liabilities were carried forward unchanged from IAS 39. However, some changes were made to the fair value option for financial liabilities to address the issue of own credit risk. Entities may voluntarily continue to measure their financial instruments in accordance with IAS 39 but benefit from the improved accounting for own credit risk in IFRS 9 by early adopting only that aspect of IFRS 9 separately. - Improvements 2010–2012 Cycle: Amendments to the measurement requirements for all contingent consideration assets and liabilities included under IFRS 9. - IFRS 10 exception to the principle that all subsidiaries must be consolidated. Entities meeting the definition of ‘Investment Entities’ must account for investments in subsidiaries at fair value under IFRS 9, Financial Instruments, or IAS 39, Financial Instruments: Recognition and Measurement. New disclosures required for Investment Entities (as defined in IFRS 10) 2010-2012 Cycle: Improvements - Amendments the measurement clarify requirements for those short-term receivables and payables. - Cycle: Amendments to clarify that the portfolio exception applies to all contracts within the scope of, and accounted for in accordance with, IAS 39 or IFRS 9. - Amendments proportionate depreciation. the Revaluation method of Cycle: - accumulated Improvements Improvements restatement 2011–2013 2010-2012 Annual Annual Annual to to 2010-2012 Cycle: the definitions and disclosure - Amendments to Defined Benefit Plans: Employee Contributions whereby the requirements in IAS 19 for contributions from employees or third parties that are linked to service have been amended. - Improvements Annual Amendments to requirements for key management personnel. - Requirement to account for interests in ‘Investment Entities’ at fair value under IFRS 9, Financial Instruments: Instruments, or Recognition and Measurement, in the separate financial statements of a parent. - Amendments proportionate depreciation. - Cycle: Amendments to clarify the interrelationship between IFRS 3 and IAS 40 when classifying property as investment property or owner-occupied property. the Revaluation method of Cycle: – accumulated IAS 39, Financial Improvements Improvements restatement 2011-2013 2010-2012 Annual Annual to 1 January 2014 1 January 2014 1 July 2014 1 July 2014 1 July 2014 1 July 2014 1 July 2014 1 January 2014 1 July 2014 1 July 2014 IFRS 10: Consolidated Financial Statements IFRS 12: Disclosure of Interests in Other Entities IFRS 13: Fair Value Measurement IAS 16: Property, Plant and Equipment IAS 19: Employee Benefits IAS 24: Related Party Disclosures IAS 27: Consolidated and Separate Financial Statements IAS 38 Intangible Assets IAS 40 Investment Property 25 KiBO Mining PLC AnnuAL RePORt And ACCOunts 2013 25 KIBO MINING PLC CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FINANCIAL STATEMENTS AS AT 31 DECEMBER 2013 KIBO MINING PLC FINANCIAL STATEMENTS AS AT 31 DECEMBER 2013 CONSOLIDATED STATEMENT OF FINANCIAL POSITION All figures are stated in Sterling Continuing operations Administrative expenses Impairment of assets Share based payment charge Exploration expenditure Operating loss Investment and other income Loss on ordinary activities before tax Taxation Loss for the period Other comprehensive loss: Exchange differences on translation of foreign operations Other Comprehensive loss for the period net of tax Total comprehensive loss for the period Note 10/11 2 3 6 GROUP Year ended 31 December 2013 Audited £ (600,832) (14,790,675) - (1,358,664) (16,750,171) 1,166,834 (15,583,337) 15 months ended 31 December 2012 Audited £ (2,295,936) - (1,290,446) (897,740) (4,484,122) 1,043 (4,483,079) - (15,583,337) - (513,201) (513,201) (16,096,538) (4,483,079) (3,830) (3,830) (15,583,337) (4,486,909) Loss for the period attributable to the owners of the parent Total comprehensive Loss attributable to the owners of the parent (16,096,538) (4,483,079) Loss Per Share Basic (loss) per share Diluted (loss) per share Headline (loss) per share (4,486,909) (0.14) (0.14) (0.007) (0.12) (0.12) (0.12) 8 8 8 All activities derive from continuing operations. All losses and total comprehensive loss for the period are attributable to the owners of the Company. The Group has no recognised gains or losses other than those dealt with in the Statement of Comprehensive Income. The accompanying notes on pages 33-55 form an integral part of these financial statements. The financial statements were approved by the Board of Directors on 27 June 2014 and signed on its behalf by: On behalf of the Board Director ________________________ Date: Director ________________________ Date: 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 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 KiBO Mining PLC AnnuAL RePORt And ACCOunts 2013 26 26 27 GROUP 31 December 2013 Audited 31 December 2012 Audited £ Note £ 9 10 11 12 13 14 14 15 16 6,326 10,654 9,718,509 21,054,614 9,724,835 24,373,025 3,307,757 - 51,200 443,763 494,963 75,438 98,678 174,116 10,219,798 24,547,141 10,998,282 9,192,046 23,398,853 21,879,748 977,543 977,543 (594,535) 9,959,048 (24,821,095) (81,334) 22,730,245 (9,237,758) 9,959,048 22,730,245 17 17 228,391 1,783,668 32,359 33,228 10,219,798 24,547,141 260,750 1,816,896 The accompanying notes on pages 33-55 form an integral part of these financial statements. The financial statements were approved by the Board of Directors on 27 June 2014 and signed on its behalf by: On behalf of the Board Director Director ________________________ Date: ________________________ Date: KIBO MINING PLC FINANCIAL STATEMENTS AS AT 31 DECEMBER 2013 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME KIBO MINING PLC CONSOLIDATED STATEMENT OF FINANCIAL POSITION FINANCIAL STATEMENTS AS AT 31 DECEMBER 2013 Continuing operations Administrative expenses Impairment of assets Share based payment charge Exploration expenditure Operating loss Investment and other income Loss on ordinary activities before tax Taxation Loss for the period Other comprehensive loss: Exchange differences on translation of foreign operations Other Comprehensive loss for the period net of tax Total comprehensive loss for the period Loss Per Share Basic (loss) per share Diluted (loss) per share Headline (loss) per share GROUP 31 December Year ended 2013 Audited £ 15 months ended 31 December 2012 Audited £ Note (600,832) (14,790,675) 10/11 (1,358,664) - - (16,750,171) 1,166,834 (15,583,337) (15,583,337) (513,201) (513,201) (16,096,538) (2,295,936) (1,290,446) (897,740) (4,484,122) 1,043 (4,483,079) - - (4,483,079) (3,830) (3,830) (4,486,909) (15,583,337) (4,486,909) (0.14) (0.14) (0.007) (0.12) (0.12) (0.12) 2 3 6 8 8 8 Loss for the period attributable to the owners of the parent Total comprehensive Loss attributable to the owners of the parent (16,096,538) (4,483,079) 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 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 31 December 2013 Audited Note £ 31 December 2012 Audited £ 9 10 11 12 13 14 14 15 16 6,326 9,718,509 - 10,654 21,054,614 3,307,757 9,724,835 24,373,025 51,200 443,763 494,963 75,438 98,678 174,116 10,219,798 24,547,141 10,998,282 23,398,853 977,543 (594,535) 9,959,048 (24,821,095) 9,192,046 21,879,748 977,543 (81,334) 22,730,245 (9,237,758) 9,959,048 22,730,245 17 17 228,391 32,359 1,783,668 33,228 10,219,798 24,547,141 1,816,896 260,750 All activities derive from continuing operations. All losses and total comprehensive loss for the period are attributable to the owners of the Company. The Group has no recognised gains or losses other than those dealt with in the Statement of Comprehensive Income. The accompanying notes on pages 33-55 form an integral part of these financial statements. The financial statements were approved by the Board of Directors on 27 June 2014 and signed on its behalf by: On behalf of the Board Director Director ________________________ Date: ________________________ Date: 26 The accompanying notes on pages 33-55 form an integral part of these financial statements. The financial statements were approved by the Board of Directors on 27 June 2014 and signed on its behalf by: On behalf of the Board Director ________________________ Date: Director ________________________ Date: 27 KiBO Mining PLC AnnuAL RePORt And ACCOunts 2013 27 KIBO MINING PLC COMPANY STATEMENT OF FINANCIAL POSITION FINANCIAL STATEMENTS AS AT 31 DECEMBER 2013 COMPANY All figures are stated in Sterling Assets Non-Current Assets Investments in group undertakings Trade and other receivables Total 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 None -Current Liabilities Trade and other payables Current Liabilities Trade and other payables Current tax liabilities Total liabilities Total Equity and Liabilities 31 December 2013 Audited Note £ 1,700,000 25,286,099 26,986,099 50,087 31,949 82,036 31 December 2012 Audited £ 4,326,511 24,462,066 28,788,577 50,600 16,229 66,829 27,068,135 28,855,406 10,998,282 23,398,853 510,978 27,762 (7,928,130) 27,007,745 9,192,046 21,879,748 510,978 (19,754) (4,190,391) 27,372,627 27,007,745 27,372,627 18 12 12 13 14 14 15 16 17 7,478 - - 17 17 1,449,552 20,552 32,360 33,227 60,390 1,482,779 27,068,135 28,855,406 The accompanying notes on pages 33-55 form integral part of these financial statements. The financial statements were approved by the Board of Directors on 27 June 2014 and signed on its behalf by: On behalf of the Board Director ________________________ Date: Director ________________________ Date: KiBO Mining PLC AnnuAL RePORt And ACCOunts 2013 28 28 KIBO MINING PLC FINANCIAL STATEMENTS AS AT 31 DECEMBER 2013 COMPANY STATEMENT OF FINANCIAL POSITION All figures are stated in Sterling Assets Non-Current Assets Investments in group undertakings Trade and other receivables Total 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 None -Current Liabilities Trade and other payables Current Liabilities Trade and other payables Current tax liabilities Total liabilities Total Equity and Liabilities The accompanying notes on pages 33-55 form integral part of these financial statements. The financial statements were approved by the Board of Directors on 27 June 2014 and signed on its behalf by: On behalf of the Board Director Director ________________________ Date: ________________________ Date: 28 COMPANY 31 December 2013 Audited 31 December 2012 Audited Note £ £ 1,700,000 25,286,099 26,986,099 50,087 31,949 82,036 18 12 12 13 4,326,511 24,462,066 28,788,577 50,600 16,229 27,068,135 28,855,406 66,829 10,998,282 23,398,853 510,978 27,762 (7,928,130) 27,007,745 14 14 15 16 9,192,046 21,879,748 510,978 (19,754) (4,190,391) 27,007,745 27,372,627 27,372,627 17 7,478 - - 17 17 20,552 1,449,552 32,360 60,390 1,482,779 33,227 27,068,135 28,855,406 3 1 0 2 R E B M E C E D 1 3 T A S A S T N E M E T A T S L A I C N A N I F Y T I U Q E N I S E G N A H C F O T N E M E T A T S D E T A D I L O S N O C C L P G N I N I M O B I K £ £ £ £ £ £ £ £ l a t o T d e n i a t e R t i c i f e d l a t o T y c n e r r u c n g i e r o F d e s a b e r a h S e r a h s l a t o T e r a h S s e v r e s e r e v r e s e r n o i t a l s n a r t e v r e s e r t n e m y a p l a t i p a c m u i m e r p e r a h S l a t i p a C P U O R G , 2 0 2 6 3 7 4 , , ) 9 7 6 4 5 7 4 ( , 6 5 6 , 1 7 3 ) 4 6 1 5 8 ( , 0 2 8 6 5 4 , , 5 2 2 9 1 1 9 , , 7 2 3 7 8 8 5 , 8 9 8 1 3 2 , , 3 g 1 n 1 i l 0 r 2 e t r S e n b i o d t e c t O a t 1 s t e a r a s a s e e r c u n g a i f l a B A l l 0 3 8 3 , , ) 9 7 0 3 8 4 4 ( , 5 6 5 6 6 4 , , 9 6 5 2 5 9 1 2 , - - - , ) 9 7 0 3 8 4 4 ( , - 0 3 8 3 , - 5 6 5 6 6 4 , - - - 0 3 8 3 , - - - , 5 6 5 6 6 4 - - - , 9 6 5 2 5 9 1 2 , , 1 2 4 2 9 9 5 1 , , 8 4 1 0 6 9 5 , - - - - - - s e c n e r e f f i d e g n a h c x e - e m o c n i e v i s n e h e r p m o c r e h t O d o i r e p h t n o m 5 1 e h t r o f ) s s o l ( / t i f o r P , , 5 8 5 4 1 2 4 0 5 3 7 2 2 , , 3 4 0 4 9 9 7 1 , , ) 7 3 3 3 8 5 5 1 ( , , - ) 8 5 7 7 3 2 9 ( , , ) 9 7 0 3 8 4 4 ( , , ) 7 3 3 3 8 5 5 1 ( , , ) 1 0 2 3 1 5 ( - , , 1 4 3 5 2 3 3 8 4 0 9 5 9 9 , , , ) 7 9 1 1 7 7 2 1 ( , - , , ) 7 3 3 3 8 5 5 1 ( ) 5 9 0 1 2 8 4 2 ( , , - - , ) 1 0 2 3 1 5 ( , ) 1 0 2 3 1 5 ( - - - - - - - - , 9 8 5 0 1 2 4 6 5 9 8 , 3 5 5 4 2 5 , 0 3 8 3 , - ) 4 3 3 1 8 ( , , 3 8 5 4 1 5 4 7 5 7 9 , 3 2 7 0 2 5 , , - 4 9 7 1 7 0 1 3 , , 9 6 5 2 5 9 1 2 , , - 8 4 7 9 7 8 1 2 , , 1 2 4 2 9 9 5 1 , , - 6 4 0 2 9 1 9 , , 8 4 1 0 6 9 5 , - 8 0 0 3 8 3 , , ) 1 0 2 3 1 5 ( - ) 5 3 5 4 9 5 ( , , ) 1 0 2 3 1 5 ( - - 3 4 5 7 7 9 , , 1 4 3 5 2 3 3 , , , 1 4 3 5 2 3 3 5 3 1 7 9 3 4 3 , , , 5 0 1 9 1 5 1 , , , 5 0 1 9 1 5 1 3 5 8 8 9 3 3 2 , , , 6 3 2 6 0 8 1 , , , 6 3 2 6 0 8 1 2 8 2 8 9 9 0 1 , , s s e n i s u b h g u o r h t d e r i u q c a s n o i t p o e r a h S l a t i p a c e r a h s f o e u s s i e r a h s f o s d e e c o r P s n o i t a r e p o n g i e r o f g n i t a l s n a r t n o 2 1 0 2 r e b m e c d e D e u 1 s s 3 i t s a n o s a i t p e o c n e a r a l a h B S s n o i t a n i b m o c e g n a h c x e - ) s s o l ( e m o c n i e v i s n e h e r p m o c r e h t O d o i r e p h t n o m 2 1 e h t r o f ) s s o l ( / t i f o r P l a t i p a c e r a h s 3 1 0 2 r f o e b e m u s e s c i e e D r a h 1 s 3 f t o a s e d c e n e a c o l a r B P s e c n e r e f f i d e t o N 6 1 5 1 4 1 4 1 y b f l a h e b s t i n o d e n g i s d n a 4 1 0 2 e n u J 7 2 n o s r o t c e r i D f o d r a o B e h t y b d e v o r p p a e r e w s d t n r a e o m B e t e a h t s t f l a o i c f l n a a h n e i f b e n h O T . s t n e m e t a t s l a i c n a n i f e h t f o t r a p m r o f 5 5 - 3 3 s e g a p n o s e t o n e h T 9 2 3 _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ : _ e _ t _ a _ _ D _ r o t c e r i D _ _ _ _ _ _ _ _ _ _ _ _ _ _ r _ o _ _ t _ c : _ e e _ t _ r a _ i _ D D _ 29 KiBO Mining PLC AnnuAL RePORt And ACCOunts 2013 3 1 0 2 R E B M E C E D 1 3 T A S A S T N E M E T A T S L A I C N A N I F Y T I U Q E N I S E G N A H C F O T N E M E T A T S Y N A P M O C C L P G N I N I M O B I K y t i u q e l a t o T d e n i a t e R t i c i f e d l a t o T s e v r e s e r n g i e r o F y c n e r r u c n o i t a l s n a r t e v r e s e r t n e m y a p e v r e s e r l a t i p a c m u i m e r p d e s a b e r a h S e r a h s l a t o T e r a h S l a t i p a c e r a h S £ £ £ £ £ £ £ £ Y N A P M O C 4 0 4 1 3 8 , , 7 ) 8 6 2 4 5 6 , , 1 ( 7 4 4 6 6 3 , ) 3 7 3 0 9 ( , 0 2 8 6 5 4 , , 5 2 2 9 1 1 9 , , 7 2 3 7 8 8 5 , , 8 9 8 1 3 2 3 , g n i l r e t S n 1 1 0 2 r e b o t c O 1 t a e c n a l a B i d e t a t s e r a s e r u g i f A l l 9 1 6 0 7 , - , ) 3 2 1 6 3 5 2 ( , , ) 3 2 1 6 3 5 2 ( , , , , , 3 9 6 2 5 2 2 1 5 4 9 5 1 9 2 1 7 8 5 2 1 6 4 2 5 7 3 7 2 , , , , ) 9 3 7 7 3 7 3 ( , , , - ) 3 2 1 6 3 5 2 ( - ) 1 9 3 0 9 1 4 ( , , , ) 9 3 7 7 3 7 3 ( , 6 1 5 7 4 , - , ) 2 8 8 4 6 3 ( , , 1 5 4 4 3 7 5 7 2 0 3 0 3 7 2 , , - , , ) 9 3 7 7 3 7 3 ( ) 0 3 1 8 2 9 7 ( , , - 6 1 5 7 4 , - 6 1 5 7 4 , - - - - - - - - 6 1 5 7 4 , - 0 4 7 8 3 5 , - 2 6 7 7 2 , 6 1 5 7 4 , - - 8 7 9 0 1 5 , , 1 4 3 5 2 3 3 , , , 1 5 4 3 3 1 5 7 2 9 3 3 3 4 3 , , , 5 0 1 9 1 5 1 , , , 3 5 0 5 1 8 9 8 1 9 5 3 1 3 2 , , , 6 3 2 6 0 8 1 , , , 2 6 3 8 2 2 6 8 0 9 8 9 1 0 1 , , - 9 1 6 0 7 , - 7 7 7 4 2 1 4 8 5 2 1 2 4 1 5 9 4 , , , - - 9 1 6 0 7 , - - - 9 1 6 0 7 , - ) 4 5 7 9 1 ( , 8 5 1 4 5 , , 8 8 5 7 1 9 4 0 5 1 5 , , 9 6 5 2 5 9 1 2 , , - 1 2 4 2 9 9 5 1 , , 8 4 1 0 6 9 5 , , - 4 9 7 1 7 0 1 3 , , 9 6 5 2 5 9 1 2 , , , - 8 4 7 9 7 8 1 2 - 1 2 4 2 9 9 5 1 , , , - 6 4 0 2 9 1 9 , , 8 4 1 0 6 9 5 , - - - - - - s e c n e r e f f i d e g n a h c x e - e m o c n i e v i s n e h e r p m o c r e h t O d o i r e p h t n o m 5 1 e h t r o f s s o L s e c n e r e f f i d e g n a h c x e - e m o c n i e v i s n e h e r p m o c r e h t O d o i r e p h t n o m 2 1 e h t r o f s s o L l a 3 t 1 i p 0 a 2 c r e e r a b h m s e f o c e e D u s 1 s 3 i f t o a s e d c e n e a c o l a r B P e t o N l a t i p a c e r a h s f o e u s s i f o s d e e c o r P 2 1 0 2 r e b m d e e c u e s D s i 1 s 3 n o t a i t p e o c n e a r a l a h B S 0 3 5 1 4 1 4 1 y b f l a h e b s t i n o d e n g i s d n a 4 1 0 2 e n u J 7 2 n o s r o t c e r i D f o d r a o B e h t y b d e v o r p p a e r e w s d t n r a e o m B e t e a h t s t f l a o i c f l n a a h n e i f b e n h O T . s t n e m e t a t s l a i c n a n i f e s e h t f o t r a p l a r g e t n i n a m r o f 5 5 - 3 3 s e g a p n o s e t o n g n i y n a p m o c c a e h T 3 _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ : _ e _ t _ a _ _ D _ r o t c e r i D _ _ _ _ _ _ _ _ _ _ _ _ _ _ r _ o _ _ t _ c : _ e e _ t _ r a _ i _ D D _ KiBO Mining PLC AnnuAL RePORt And ACCOunts 2013 30 KIBO MINING PLC CONSOLIDATED STATEMENT OF CASH FLOWS FINANCIAL STATEMENTS AS AT 31 DECEMBER 2013 FINANCIAL STATEMENTS AT 31 DECEMBER 2013 All figures are stated in Sterling Cash flows from operating activities Loss for the period before taxation Adjustments for: Foreign exchange Loss/ (gain) Depreciation Investment income Impairment of assets 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 Net cash proceeds from financing activities Investment income Cash flows from investing activities Expenditure on exploration activities Acquisition of subsidiaries 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 GROUP 12 month period ended 31 December 2013 Audited £ 15 month period ended 31 December 2012 Audited £ Notes (15,583,337) (513,246) 4,618 (604) 14,790,675 1,358,664 - 56,770 24,238 (1,556,146) (1,531,908) (1,475,138) 3,325,341 604 3,325,945 (1,358,664) (146,814) (244) (1,505,722) 345,085 98,678 443,763 (4,483,079) (83,871) 1,072 (1,043) - 897,740 1,290,446 (2,378,735) (22,473) 1,709,499 (691,709) 1,687,026 750,000 751,043 1,043 (897,740) - (897,740) (838,406) 937,084 98,678 The accompanying notes on pages 33-55 form an integral part of these financial statements. The financial statements were approved by the Board of Directors on 27 June 2014 and signed on its behalf by: On behalf of the Board Director ________________________ Date: Director ________________________ Date: 31 31 KiBO Mining PLC AnnuAL RePORt And ACCOunts 2013 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 Adjusted for: Foreign exchange gain/ (loss) Impairment of investments in subsidiary undertakings Investment income Share based payments Movement in working capital (Increase)/Decrease in debtors (Decrease)/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 Cash advances to Group Companies 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 AS AT 31 DECEMBER 2013 FINANCIAL STATEMENTS AT 31 DECEMBER 2013 COMPANY 12 month period ended 31 December 2013 Audited £ 15 month period ended 31 December 2012 Audited £ Notes (3,737,739) (2,536,123) 47,516 4,114,026 - 423,803 - (74,991) - (1,116) (2,501,197) 111,033 (2,311,035) (1,422,389) (3,3096,21) (3,733,424) 16,844 1,415,538 (1,068,815) 1,432,382 3,325,341 3,325,341 - 750,000 751,116 1,116 - - - - 15,720 16,229 31,949 (317,699) 333,928 16,229 The accompanying notes on pages 33-55 form an integral part of these financial statements. The financial statements were approved by the Board of Directors on 27 June 2014 and signed on its behalf by: On behalf of the Board Director ________________________ Date: Director ________________________ Date: KiBO Mining PLC AnnuAL RePORt And ACCOunts 2013 32 32 KIBO MINING PLC FINANCIAL STATEMENTS AS AT 31 DECEMBER 2013 COMPANY STATEMENT OF CASH FLOWS All figures are stated in Sterling Cash flows from operating activities Impairment of investments in subsidiary undertakings Loss for the period before taxation Adjusted for: Foreign exchange gain/ (loss) Investment income Share based payments Movement in working capital (Increase)/Decrease in debtors (Decrease)/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 Cash advances to Group Companies 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 12 month period ended 31 December 2013 Audited £ 15 month period ended 31 December 2012 Audited £ Notes (3,737,739) (2,536,123) 47,516 4,114,026 (74,991) - 423,803 - - (1,116) (2,501,197) 111,033 (2,311,035) (1,422,389) (3,3096,21) (3,733,424) 16,844 1,415,538 (1,068,815) 1,432,382 3,325,341 3,325,341 750,000 751,116 1,116 - - - - - 15,720 16,229 31,949 (317,699) 333,928 16,229 The accompanying notes on pages 33-55 form an integral part of these financial statements. The financial statements were approved by the Board of Directors on 27 June 2014 and signed on its behalf by: On behalf of the Board Director Director ________________________ Date: ________________________ Date: KIBO MINING PLC NOTES TO THE CONSOLIDATED AND COMPANY FINANCIAL STATEMENTS FINANCIAL STATEMENTS AT 31 DECEMBER 2013 FINANCIAL STATEMENTS AS AT 31 DECEMBER 2013 1. Segment analysis IFRS 8 requires an entity to report financial and descriptive information about its reportable segments, which are operating segments or aggregations of operating segments that meet specific criteria. Operating segments are components of an entity about which separate financial information is available that is evaluated regularly by the chief operating decision maker. The Chief Executive Officer is the Chief Operating decision maker of the Group. Management currently identifies two divisions as operating segments – mining and corporate. These operating segments are monitored and strategic decisions are made based upon them together with other non-financial data collated from exploration activities. Principal activities for these operating segments are as follows: Mining – incorporates the acquisition, exploration and development of mineral resources in Tanzania; and Corporate – non mining and head office activities of the Group. 12 months period ended 31 December 2013 (£) Group Mining and Exploration Group Corporate Group Administrative cost Exploration expenditure Impairment of assets Investment and other income Loss after tax Tax Administrative cost Exploration expenditure Investment and other income Share based payments Loss after tax Tax Assets Segment assets Liabilities - (1,358,664) (14,790,675) 510,326 - (15,639,013) (600,832) - - 656,508 - 55,676 Mining and Exploration Group Corporate Group (600,832) (1,358,664) (14,790,675) 1,166,834 - (15,583,337) 15 month period ended 31 December 2012 (£) Group - (897,740) - - (897,740) (2,295,936) - 1,043 (1,290,446) - (3,585,339) Mining Group Corporate Group (2,295,936) (897,740) 1,043 (1,290,446) - (4,483,079) 12 month period ended 31 December 2013 (£) Group 9,724,835 494,963 10,219,798 Segment liabilities Other Significant items - 260,750 260,750 Depreciation 4,618 - 4,618 32 33 33 KiBO Mining PLC AnnuAL RePORt And ACCOunts 2013 KIBO MINING PLC NOTES TO THE CONSOLIDATED AND COMPANY FINANCIAL STATEMENTS FINANCIAL STATEMENTS AS AT 31 DECEMBER 2013 Assets Segment assets Liabilities Mining Group Corporate Group 15 month period ended 31 December 2012 (£) Group 24,373,025 174,116 24,547,141 Segment liabilities Additions to segments - 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 Depreciation Revenue from major products and services 1,072 - - - 24,362,371 10,654 1,072 The only income that the Group received during the period related to bank interest, which has been allocated to Corporate. Geographical segments The Group operates in six principal geographical areas – Corporate [Ireland, Cyprus, South Africa, Canada & United Kingdom] and Mining [Tanzania]. Ireland, United Kingdom, South Africa, Cyprus and Canada Group Tanzania Group 12 month period ended 31 December 2013 (£) Group Major Operational indicators Carrying value of segmented assets Loss after tax 9,831,308 (15,971,470) 388,490 388,133 10,219,798 (15,583,337) Ireland, United Kingdom, South Africa, Cyprus and Canada Group 15 month period ended 31 December 2012 (£) Tanzania Group Major Operational indicators Carrying value of segmented assets Loss after tax 24,479,065 (1,943,819) 68,076 24,547,141 (4,483,079) (2,539,260) KiBO Mining PLC AnnuAL RePORt And ACCOunts 2013 34 34 KIBO MINING PLC FINANCIAL STATEMENTS AS AT 31 DECEMBER 2013 NOTES TO THE CONSOLIDATED AND COMPANY FINANCIAL STATEMENTS KIBO MINING PLC NOTES TO THE CONSOLIDATED AND COMPANY FINANCIAL STATEMENTS FINANCIAL STATEMENTS AS AT 31 DECEMBER 2013 Assets Segment assets Liabilities Segment liabilities Additions to segments - 1,816,896 1,816,896 Mining Group Corporate Group 15 month period ended 31 December 2012 (£) Group 24,373,025 174,116 24,547,141 2. Investment and other Income Bank interest Recovery of exploration expenditure Other income 12 month period ended 31 December 2013 (£) 15 month period ended 31 December 2012 (£) 604 510,326 1,166,834 655,904 1,043 - 1,043 - 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 Investment and other income comprises interest on surplus cash reserves held during the current period on short term basis, as well as recoveries of exploration expenditure and exchange gains through currency fluctuations. 3. Loss on ordinary activities before taxation Depreciation Revenue from major products and services 1,072 1,072 Operating loss is stated after the following key transactions: Depreciation of property, plant and equipment Re-admission expenses to AIM Share based payments expenditure Auditors remuneration 4. Staff costs (including Directors) 12 month period ended 31 December 2013 (£) 15 month period ended 31 December 2012 (£) 4,618 - - 12,978 1,072 603,601 1,290,446 11,886 Group 12 month period ended 31 December 2013 (£) Group 15 month period ended 31 December 2012 (£) Company 12 months period ended 31 December 2013 (£) Company 15 month period ended 31 December 2012 (£) Ireland, United Kingdom, South 15 month period ended 31 Tanzania Africa, Cyprus and December Group Canada Group 2012 (£) Wages and salaries including social security costs Share based payments 169,224 - 169,224 228,552 1,290,446 1,518,998 5,424 - 5,424 189,185 - 189,185 The average monthly number of employees (including executive Directors) during the period was as follows: Exploration activities Administration Group 12 month period ended 31 December 2013 Group 15 months period ended 31 December 2012 Company 12 month period ended 31 December 2013 Company 15 month period ended 31 December 2012 10 6 16 10 6 16 1 1 2 1 1 2 34 35 35 KiBO Mining PLC AnnuAL RePORt And ACCOunts 2013 - - - The only income that the Group received during the period related to bank interest, which has been allocated to Corporate. Geographical segments The Group operates in six principal geographical areas – Corporate [Ireland, Cyprus, South Africa, Canada & United Kingdom] and Mining [Tanzania]. Ireland, United Kingdom, South Africa, Cyprus and Canada Group 12 month period ended 31 December 2013 (£) Group Tanzania Group Major Operational indicators Carrying value of segmented assets Loss after tax 9,831,308 (15,971,470) 388,490 388,133 10,219,798 (15,583,337) Major Operational indicators Carrying value of segmented assets Loss after tax 24,479,065 (1,943,819) 68,076 24,547,141 (2,539,260) (4,483,079) KIBO MINING PLC NOTES TO THE CONSOLIDATED AND COMPANY FINANCIAL STATEMENTS FINANCIAL STATEMENTS AS AT 31 DECEMBER 2013 5. Directors’ emoluments Basic salary and fees Share based payments Group 12 month period ended 31 December 2013 (£) Group 15 month period ended 31 December 2012 (£) Company 12 month period ended 31 December 2013 (£) Company 15 month period ended 31 December 2012 (£) 169,224 - 169,224 228,552 - 228,552 5,424 - 5,424 189,185 - 189,185 The emoluments of the Chairman were £1,808 (2012: £8,900). The emoluments of the highest paid director were £81,900 (2012: £92,184). 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 pages 7 & 8. The following table summarises the remuneration applicable to each of the individuals who held office as a director during the reporting period: 12 month period ended 31 December 2013 Salary and fees Share options Total Christian Schaffalitzky Louis Coetzee Noel O’Keeffe Tinus Maree Wenzel Kerremans Desmond Burke (Retired 31/1/2013) Cecil Bond (Retired 31/7/2013) Bernard Poznanski (Retired 31/7/2013) 15 month period ended 31 December 2012 Christian Schaffalitzky Louis Coetzee Noel O’Keeffe Des Burke William Payne Tinus Maree Wenzel Kerremans 6. Taxation Current tax £ 1,808 81,900 81,900 1,808 1,808 - - - Salary and Fees £ 8,900 92,184 91,625 8,900 10,000 12,000 4,942 £ - - - - - - - - Share options £ - - - - - - - £ 1,808 81,900 81,900 1,808 1,808 - - - Total £ 8,900 92,184 91,625 8,900 10,000 12,000 4,942 12 month period ended 31 December 2013 (£) 15 month period ended 31 December 2012 (£) Charge for the period in Ireland, Canada, Republic of South Africa, Cyprus, England and Republic of Tanzania Total tax charge 36 - - - - KiBO Mining PLC AnnuAL RePORt And ACCOunts 2013 36 KIBO MINING PLC FINANCIAL STATEMENTS AS AT 31 DECEMBER 2013 NOTES TO THE CONSOLIDATED AND COMPANY FINANCIAL STATEMENTS KIBO MINING PLC NOTES TO THE CONSOLIDATED AND COMPANY FINANCIAL STATEMENTS FINANCIAL STATEMENTS AS AT 31 DECEMBER 2013 5. Directors’ emoluments 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: Loss from Continuing operations Income tax expense calculated at 12.5% (2012: 12.5%) Expenses that are not deductible in determining taxable profits Other Income which is not taxable Losses available for carry forward 2013 (£) (15,583,337) 2012 (£) 1,947,917 (4,483,079) ( ) 1,848,834 (77,715) 176,798 (560,385) 157,120 (217,296) 620,561 Income tax expense recognised in the Statement Of Comprehensive Income - - The effective tax rate used for the December 2013 and December 2012 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 2013 deferred taxation as no taxable income has been received to date, and the probability of future taxable income is indicative of current market conditions which remain unlikely. At the Statement of Financial Position date, the Group had estimated unused tax losses of £10,497,432 (2012: £9,086,808) available for offset against future profits which equates to an estimated deferred tax asset of £1,312,179 (2012: £1,135,381). No deferred tax asset has been recognised due to the unpredictability of the future profit streams. Losses may be carried forward indefinitely in accordance with the applicable taxation regulations ruling within each of the above jurisdictions. 7. Loss of parent Company As permitted by Section 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 £3,737,739 (2012: £2,536,123). 8. Loss per share Basic earnings per share Group Group 12 month 15 month Company 12 month period period ended 31 ended 31 December December Company 15 month period ended 31 December 2012 (£) 2013 (£) 2012 (£) period ended 31 December 2013 (£) 169,224 228,552 - - 169,224 228,552 5,424 - 5,424 189,185 - 189,185 Basic salary and fees Share based payments The emoluments of the Chairman were £1,808 (2012: £8,900). The emoluments of the highest paid director were £81,900 (2012: £92,184). 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 pages 7 & 8. The following table summarises the remuneration applicable to each of the individuals who held office as a director during the reporting period: 12 month period ended 31 December 2013 Salary and fees Share options Total Christian Schaffalitzky Louis Coetzee Noel O’Keeffe Tinus Maree Wenzel Kerremans Desmond Burke (Retired 31/1/2013) Cecil Bond (Retired 31/7/2013) Bernard Poznanski (Retired 31/7/2013) 15 month period ended 31 December 2012 Christian Schaffalitzky Louis Coetzee Noel O’Keeffe Des Burke William Payne Tinus Maree Wenzel Kerremans Taxation 6. Current tax Salary and Fees Share options Total £ 1,808 81,900 81,900 1,808 1,808 - - - £ 8,900 92,184 91,625 8,900 10,000 12,000 4,942 £ - - - - - - - - £ - - - - - - - - - £ 1,808 81,900 81,900 1,808 1,808 8,900 92,184 91,625 8,900 10,000 12,000 4,942 - - - £ - - 12 month period ended 31 December 2013 (£) 15 month period ended 31 December 2012 (£) Charge for the period in Ireland, Canada, Republic of South Africa, Cyprus, England and Republic of Tanzania Total tax charge 36 Diluted loss per ordinary share 37 37 KiBO Mining PLC AnnuAL RePORt And ACCOunts 2013 (Loss) for the period attributable to equity holders of the parent (15,583,337) (4,483,079) Weighted average number of ordinary shares for the purposes of basic earnings per share (pence) 110,593,163 (0.14) 36,089,081 (0.12) Basic loss per ordinary share Diluted loss per share As the exercise price of the share options and warrants in issue is considerably higher than the current market value as at reporting date, these option and warrants do not have a dilutive impact. Thus there are no dilutive share options or warrants in issue as at year end which decreased the basic loss per share as indicated above. The basic earnings and weighted average number of ordinary shares used for calculation purposes comprise the following: Year ended 31 December 2013 (£) Year ended 31 December 2012 (£) (pence) (0.12) (0.14) KIBO MINING PLC NOTES TO THE CONSOLIDATED AND COMPANY FINANCIAL STATEMENTS FINANCIAL STATEMENTS AS AT 31 DECEMBER 2013 Headline loss per share Headline loss per share comprises the following: Reconciliation of headline loss per share: (Loss) for the period attributable to normal shareholders Impairment of Goodwill Impairment of Intangible Assets Headline (Loss) for the period attributable to normal shareholders Headline loss per ordinary share Year ended 31 December 2013 (£) Year ended 31 December 2012 (£) (15,583,337) 3,454,570 11,336,105 (792,662) (0.007) (4,483,079) - - (4,483,079) (0.12) In order to accurately reflect the weighted average number of ordinary shares for the purposes of basic earnings, dilutive earnings and headline earnings per share as at year end, the weighted average number of ordinary shares was adjusted retrospectively. 9. Property, plant and equipment GROUP Cost Furniture and Fittings (£) Motor Vehicles (£) Office Equipment (£) I.T Equipment (£) Plant & Machinery (£) Total (£) Opening Cost as at 1 October 2011 - - - - - - Additions Disposals Closing Cost as at 31 December 2012 1,905 - 1,905 7,422 - 7,422 3,254 - 3,254 2,389 - 2,389 7,263 22,233 - 7,263 22,233 - Additions Disposals Exchange movements Closing Cost as at 31 December 2013 - - (38) 1,867 - - (145) 7,277 - - (64) 3,190 244 - (47) 2,586 - 244 - - (142) (436) 7,121 22,041 Accumulated Depreciation (“Acc Depr”) Furniture and Fittings (£) Motor Vehicles (£) Office Equipment (£) I.T Equipment (£) Plant & Machinery (£) Total (£) Acc Depr as at 1 October 2011 - - - - - - Additions Disposals Depreciation Acc Depr as at 31 December 2012 Disposals Depreciation Exchange movements Acc Depr as at 31 December 2013 1,035 - 104 1,139 1,220 - 122 1,342 3,361 - 312 10,507 - 1,072 3,673 11,579 - 673 (74) 1,738 - 514 (52) 1,804 - - 1,266 4,618 (482) (138) 4,801 15,715 4,228 - 473 4,701 - 1,919 (192) 6,428 663 - 61 724 - 246 (26) 944 38 KiBO Mining PLC AnnuAL RePORt And ACCOunts 2013 38 KIBO MINING PLC FINANCIAL STATEMENTS AS AT 31 DECEMBER 2013 NOTES TO THE CONSOLIDATED AND COMPANY FINANCIAL STATEMENTS KIBO MINING PLC NOTES TO THE CONSOLIDATED AND COMPANY FINANCIAL STATEMENTS FINANCIAL STATEMENTS AS AT 31 DECEMBER 2013 Carrying Value Furniture and Fittings (£) Motor Vehicles (£) Office Equipment (£) I.T Equipment (£) Plant & Machinery (£) Total (£) Carrying value as at 31 December 2012 Carrying value as at 31 December 2013 1,181 924 2,721 849 2,115 1,452 1,047 782 3,590 10,654 6,326 2,319 10. Intangible assets 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: Reconciliation of Intangible Assets Group 2013 (£) 21,054,614 Group 2012 (£) Opening balance of prospecting rights Additions of intangible assets through business combinations: Acquisition of the Mzuri Energy Limited prospecting rights Impairment loss on mineral exploration acquisitions 3,853,550 (11,336,105) 17,201,064 9,718,509 21,054,614 - Intangible assets are not amortised, due to the indefinite useful life which is attached to the underlying prospecting rights, until such time that active mining operations commence, which will result in the intangible asset being amortised over the useful life of the relevant mining licences. Intangible assets are assessed for indications of impairment on an annual basis, against the prospective fair value of the intangible asset. The valuation of intangible assets with an indefinite useful life is reassessed on an annual basis through valuation techniques applicable to the nature of the intangible assets. In assessing whether a write-down is required in the carrying value of a potentially impaired intangible asset, the asset’s carrying value is compared with its recoverable amount. The recoverable amount is the higher of the asset’s fair value less costs to sell and value in use. Unless indicated otherwise, the recoverable amount used in assessing the impairment losses described below is the value in use. The valuation techniques applicable to the valuation of the abovementioned intangible assets comprise a combination of fair market values, discounted cash flow projections and historic transaction prices. Due to the relative distinct nature of the intangible assets, no active market exists through which these assets are traded, which results in increased estimation uncertainty due mainly to unobservable inputs in relation to the measurement of the intangible assets. Headline loss per share Headline loss per share comprises the following: Reconciliation of headline loss per share: Year ended 31 December 2013 (£) Year ended 31 December 2012 (£) 3,454,570 11,336,105 (792,662) (0.007) - - (4,483,079) (0.12) (Loss) for the period attributable to normal shareholders (15,583,337) (4,483,079) Headline (Loss) for the period attributable to normal shareholders Impairment of Goodwill Impairment of Intangible Assets Headline loss per ordinary share In order to accurately reflect the weighted average number of ordinary shares for the purposes of basic earnings, dilutive earnings and headline earnings per share as at year end, the weighted average number of ordinary shares was adjusted retrospectively. Property, plant and equipment 9. Furniture Motor Office Plant & Total and Fittings Vehicles Equipment Equipment Machinery (£) (£) (£) (£) (£) I.T (£) Opening Cost as at 1 October 2011 - - - - - - Additions Disposals Closing Cost as at 31 December 2012 1,905 1,905 - 7,422 7,422 - 3,254 3,254 - 2,389 2,389 - 7,263 22,233 7,263 22,233 - - GROUP Cost Additions Disposals Exchange movements Closing Cost as at 31 December 2013 (38) 1,867 (145) 7,277 (64) 3,190 (142) 7,121 22,041 (436) Accumulated Depreciation (“Acc Depr”) (£) (£) (£) (£) (£) Furniture Motor Office Plant & Total and Fittings Vehicles Equipment Equipment Machinery 244 - (47) 2,586 I.T (£) - - - - - - - - - - - 244 - - - - 1,035 - 104 1,139 - 673 (74) 1,738 1,220 3,361 10,507 122 1,342 3,673 11,579 1,072 312 514 (52) 1,804 1,266 4,618 (138) 4,801 15,715 (482) - - - 4,228 - 473 4,701 - 1,919 (192) 6,428 - - - 663 - 61 724 - 246 (26) 944 38 Acc Depr as at 1 October 2011 Additions Disposals Depreciation Acc Depr as at 31 December 2012 Disposals Depreciation Exchange movements Acc Depr as at 31 December 2013 Through review of the project specific financial, operational, market and economic indicators applicable to the above intangible assets, impairment indicators were identified which required impairment of the intangible assets recognised in respect of selective exploration projects. 39 39 KiBO Mining PLC AnnuAL RePORt And ACCOunts 2013 Comparable market value of similar mineral resources; Currency fluctuations and exchange movements; Future operating expenditure for extraction and mining of measured mineral resources; and Co-operation of key project partners going forward. Key following key assumptions influence the fair value of intangible assets includes:     KIBO MINING PLC NOTES TO THE CONSOLIDATED AND COMPANY FINANCIAL STATEMENTS FINANCIAL STATEMENTS AS AT 31 DECEMBER 2013 11. Business Combinations Effective 2012, the Group acquired the entire interest in Mzuri Energy Limited for £20.4m by issuing 680,297,733 ordinary shares. The Group 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 Uranium exploration projects respectively. Acquisition of Mzuri Energy Limited and its related entities as a single indivisible transaction 31 December 2012 (£) 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 Reconciliation of Goodwill Opening balance of goodwill Goodwill created through business combinations Acquisition of the Mzuri Energy Limited and Mayborn Resource Investments (Pty) Ltd* Acquisition of the Reef Miners Ltd** Impairment loss on mineral exploration acquisitions*** * 20,408,932 800,000 (700,111) 20,508,821 (17,201,064) 3,307,757 Group 2013 (£) 3,307,757 Group 2012 (£) - 3,307,757 - 3,307,757 - (3,454,570) 146,813 - Related subsidiaries include Rukwa Holdings Limited, Rukwa Coal Limited, Mzuri Power Limited, Kibo Uranium Limited, Pinewood Resources Limited and Makambako Resources Limited. ** The above goodwill relates to the acquisition of the entire ordinary shareholding of Reef Miners Limited. 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. *** Through review of the project specific financial, operational, market and economic indicators applicable to the above goodwill, impairment indicators were identified which required impairment of the goodwill recognised in respect of business combinations applicable to the above projects. KiBO Mining PLC AnnuAL RePORt And ACCOunts 2013 40 40 KIBO MINING PLC FINANCIAL STATEMENTS AS AT 31 DECEMBER 2013 NOTES TO THE CONSOLIDATED AND COMPANY FINANCIAL STATEMENTS KIBO MINING PLC NOTES TO THE CONSOLIDATED AND COMPANY FINANCIAL STATEMENTS FINANCIAL STATEMENTS AS AT 31 DECEMBER 2013 11. Business Combinations 12. Trade and other receivables Effective 2012, the Group acquired the entire interest in Mzuri Energy Limited for £20.4m by issuing 680,297,733 ordinary shares. The Group 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 Group 2013 (£) Group 2012 (£) Company 2013 (£) Company 2012 (£) Amounts falling due over one year: Amounts owed by group undertakings Amounts falling due within one year: - - 25,286,099 24,462,066 Uranium exploration projects respectively. Acquisition of Mzuri Energy Limited and its related entities as a single indivisible transaction 31 December 2012 (£) Other debtors 51,200 51,200 75,438 25,336,186 24,512,666 75,438 50,600 50,087 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 Reconciliation of Goodwill Opening balance of goodwill Goodwill created through business combinations Investments (Pty) Ltd* Acquisition of the Reef Miners Ltd** Impairment loss on mineral exploration acquisitions*** * ** 20,408,932 800,000 (700,111) 20,508,821 (17,201,064) 3,307,757 Group 2013 (£) 3,307,757 Group 2012 (£) (3,454,570) 146,813 - 3,307,757 - - - 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 where relevant. The carrying value of current trade and other receivables equals their fair value due mainly to the short term nature of these receivables. 13. Cash and Cash equivalents Acquisition of the Mzuri Energy Limited and Mayborn Resource 3,307,757 Cash and cash equivalents consist of: Short term convertible cash reserves Group (£) 2013 2012 Company (£) 2012 2013 443,763 443,763 98,678 98,678 31,949 31,949 16,229 16,229 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 Related subsidiaries include Rukwa Holdings Limited, Rukwa Coal Limited, Mzuri Power Limited, Kibo Uranium Authorised equity Limited, Pinewood Resources Limited and Makambako Resources Limited. The above goodwill relates to the acquisition of the entire ordinary shareholding of Reef Miners Limited. 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. *** Through review of the project specific financial, operational, market and economic indicators applicable to the above goodwill, impairment indicators were identified which required impairment of the goodwill recognised in respect of business combinations applicable to the above projects. 200,000,000 Ordinary shares of €0.015 each 3,000,000,000 deferred shares of €0.009 each (2012: 3,000,000,000 Ordinary shares of €0.1 each) Allotted, issued and fully paid shares 141,116,691 Ordinary shares of €0.015 each (2012: 1,126,521,842 Ordinary shares of €0.01 each) 1,291,394,535 Deferred shares of €0.009 each (2012: Nil) 2013 2012 €3,000,000 €27,000,000 €30,000,000 €30,000,000 €30,000,000 £1,741,207 £9,257,075 £9,192,046 - 40 41 41 KiBO Mining PLC AnnuAL RePORt And ACCOunts 2013 KIBO MINING PLC NOTES TO THE CONSOLIDATED AND COMPANY FINANCIAL STATEMENTS FINANCIAL STATEMENTS AS AT 31 DECEMBER 2013 Number of Shares Ordinary Share Capital (£) Deferred Share Capital (£) Share Premium (£) Balance at 30 December 2012 Shares issued during the period to 23 March 2013 (net of expense) Capital Re-organisation Shares issued post 23 March 2013 (net of expenses) Balance at 31 December 2013 Co 1,126,521,842 9,192,046 164,872,693 1,103,650 - - 21,879,748 - (1,205,301,566) 55,023,722 (9,257,075) 702,586 9,257,075 - - 1,519,105 141,116,691 1,741,207 9,257,075 23,398,853 The Company resolved to decrease the number of shares in issue as well as increase the nominal value of each share, through a Capital Re-organisation whereby every ordinary shareholder would receive 1 new ordinary share for every 15 previously held ordinary shares, at the revised nominal value of €0.015 per share in issue, applicable to all shareholders registered as at 23 March 2013. The total number of existing ordinary shares in the Company in issue as at 23 March 2013, prior to the reorganisation, was 1,291,394,535. Following the reorganisation, the Company had 86,092,969 ordinary shares of €0.015 par value in issue. The Deferred Shares will not entitle holders to receive notice of, or attend or vote at any general meeting of the Company or to receive a dividend or other distribution or to participate in any return on capital on a winding up other than the nominal amount paid following a substantial distribution to the holders of the Ordinary Shares in the Company. Accordingly, for all practical purposes the Deferred Shares will be valueless, and it is the boards intention at the appropriate time, to purchase the Deferred Shares at an aggregate consideration of €1. 15. Solidated Financial Share based payments reserve 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 2013 2012 977,543 456,820 - 977,543 - 466,565 977,543 54,158 Company (£) 2013 2012 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. 510,978 510,978 - 456,820 510,978 54,158 The Group recognised the following expense related to equity settled share based payment transactions: 2013 (£) 2012 (£) Share based payments KiBO Mining PLC AnnuAL RePORt And ACCOunts 2013 42 42 - 1,290,446 KIBO MINING PLC FINANCIAL STATEMENTS AS AT 31 DECEMBER 2013 NOTES TO THE CONSOLIDATED AND COMPANY FINANCIAL STATEMENTS KIBO MINING PLC NOTES TO THE CONSOLIDATED AND COMPANY FINANCIAL STATEMENTS FINANCIAL STATEMENTS AS AT 31 DECEMBER 2013 At 31 December 2013 the Company had 1,195,949 options and 110,950 warrants outstanding for the issue of Ordinary shares as follows: Exercisable as at 31 December 2013 Exercise start date Exercise Price Number Granted Date of Grant Expiry date Options Total Warrants Total 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 22.5p 58.2p 34.7p 169,283 760,000 1,195,949 266,666 169,283 760,000 1,195,949 266,666 20 Apr 10 21 Oct 10 20 Apr 10 21 Oct 10 20 Apr 15 21 Oct 15 22.5p 30p 102,616 110,950 8,333 102,616 110,950 8,333 Total Contingently Issuable shares 1,306,899 1,306,899 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 The Deferred Shares will not entitle holders to receive notice of, or attend or vote at any general meeting of the Company or to receive a dividend or other distribution or to participate in any return on capital on a winding up other than the nominal amount paid following a substantial distribution to the holders of the Ordinary Shares in the Company. Accordingly, for all practical purposes the Deferred Shares will be valueless, and it is the boards intention at the appropriate time, to purchase the Deferred Shares at an aggregate consideration of €1. Share based payments reserve 15. 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 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 (£) 2013 (£) Share options acquired through business combinations Movement during the period Balance as at 31 December 466,565 466,565 - 466,565 466,565 - 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 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, 43 43 KiBO Mining PLC AnnuAL RePORt And ACCOunts 2013 Number of Shares Ordinary Deferred Share Capital (£) Share Capital (£) Share Premium (£) Balance at 30 December 2012 2013 (net of expense) Capital Re-organisation expenses) Balance at 31 December 2013 Co Shares issued during the period to 23 March 164,872,693 1,103,650 Shares issued post 23 March 2013 (net of 55,023,722 702,586 1,519,105 (1,205,301,566) (9,257,075) 9,257,075 - - - - - 1,126,521,842 9,192,046 21,879,748 141,116,691 1,741,207 9,257,075 23,398,853 The Company resolved to decrease the number of shares in issue as well as increase the nominal value of each share, through a Capital Re-organisation whereby every ordinary shareholder would receive 1 new ordinary share for every 15 previously held ordinary shares, at the revised nominal value of €0.015 per share in issue, applicable to all shareholders registered as at 23 March 2013. The total number of existing ordinary shares in the Company in issue as at 23 March 2013, prior to the reorganisation, was 1,291,394,535. Following the reorganisation, the Company had 86,092,969 ordinary shares of €0.015 par value in issue. Solidated Financial end: The following reconciliation serves to summarise the composition of the share based payment reserve as at period 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 Group (£) 2013 2012 977,543 456,820 977,543 - - 466,565 977,543 54,158 Company (£) 2013 2012 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. 510,978 510,978 - 456,820 510,978 54,158 The Group recognised the following expense related to equity settled share based payment transactions: 2013 (£) 2012 (£) Share based payments - 1,290,446 42 KIBO MINING PLC NOTES TO THE CONSOLIDATED AND COMPANY FINANCIAL STATEMENTS FINANCIAL STATEMENTS AS AT 31 DECEMBER 2013 During the prior 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 Amounts falling due within one year: Trade payables Other creditors Amounts owed to group undertakings Other taxes and social welfare costs Amounts falling due after one year: Group 2013 (£) Group 2012 (£) Company 2013 (£) Company 2012 (£) 228,391 - - 32,359 1,677,851 105,817 - 33,228 20,552 - - 32,360 1,338,299 75,163 36,090 33,227 Amounts owed to group undertakings 260,750 - 1,816,896 - 60,390 7,478 1,482,779 - Other taxes and social welfare costs Group 2013 (£) Group 2012 (£) Company 2013 (£) Company 2012 (£) PAYE/PRSI VAT 18. Investment in group undertakings – Company 1,350 32,359 31,009 31,916 33,228 1,312 1,350 32,360 31,010 31,916 33,227 1,311 Investments at Cost At 1 October 2011 Additions Disposals At 31 December 2012 (£) Additions Disposals Capitalisation of loan account receivable – Sloane Developments Limited Impairment of investment in Sloane Developments Limited At 31 December 2013 (£)* Subsidiary undertakings (£) 4,326,511 - - 4,326,511 - - 1,487,515 (4,114,026) 1,700,000 * The above investment in subsidiaries comprises the investment in Kibo Mining (Cyprus) Limited and Sloane Developments Limited to the value of £1,700,000, and £- respectively. KiBO Mining PLC AnnuAL RePORt And ACCOunts 2013 44 44 KIBO MINING PLC FINANCIAL STATEMENTS AS AT 31 DECEMBER 2013 NOTES TO THE CONSOLIDATED AND COMPANY FINANCIAL STATEMENTS KIBO MINING PLC NOTES TO THE CONSOLIDATED AND COMPANY FINANCIAL STATEMENTS FINANCIAL STATEMENTS AS AT 31 DECEMBER 2013 During the prior 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. Translation reserves 16. 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. Trade and other payables 17. Amounts falling due within one year: Trade payables Other creditors Amounts owed to group undertakings Other taxes and social welfare costs Amounts falling due after one year: Amounts owed to group undertakings Other taxes and social welfare costs Group 2013 (£) Group 2012 (£) Company 2013 (£) Company 2012 (£) 228,391 1,677,851 105,817 32,359 33,228 32,360 260,750 1,816,896 20,552 1,338,299 - - 75,163 36,090 33,227 60,390 7,478 1,482,779 - - - - - - Group Group 2013 (£) 2012 (£) Company 2013 (£) Company 2012 (£) PAYE/PRSI VAT 18. Investment in group undertakings – Company 1,350 32,359 31,009 31,916 33,228 1,312 1,350 32,360 31,010 31,916 33,227 1,311 Investments at Cost At 1 October 2011 Additions Disposals At 31 December 2012 (£) Additions Disposals Capitalisation of loan account receivable – Sloane Developments Limited Impairment of investment in Sloane Developments Limited At 31 December 2013 (£)* * The above investment in subsidiaries comprises the investment in Kibo Mining (Cyprus) Limited and Sloane Developments Limited to the value of £1,700,000, and £- respectively. Subsidiary undertakings (£) 4,326,511 - - - - 4,326,511 1,487,515 (4,114,026) 1,700,000 At 31 December 2013 the Company had the following subsidiary undertakings: Activity Incorporated in Interest held (2013) Interest held (2012) Directly held subsidiaries Sloane Developments Limited Kibo Mining (Cyprus) Limited Indirectly held subsidiaries Holding Company Treasury Function United Kingdom Cyprus 100% 100% 100% 100% Kibo Gold Limited Jubilee Resources Limited Savannah Mining Limited Reef Mining Limited* Kibo Nickel Limited Eagle Gold Mining Limited Mzuri Energy Limited** Rukwa Holdings Limited** Rukwa Development Limited Rukwa Mining Company Limited Rukwa Coal Limited** Mzuri Power Limited Rukwa Power Tanzania Limited Kibo Uranium Limited** Pinewood Resources Limited** Makambako Resources Limited** Kibo Mining South Africa (Pty) Ltd**^ Kibo Exploration (Tanzania) Limited^ Holding Company Mineral Exploration Mineral Exploration Mineral Exploration Holding Company Mineral Exploration Holding Company Holding Company Holding Company Holding Company Mineral Exploration Holding Company Power Generation Mineral Exploration Mineral Exploration Mineral Exploration Treasury Function Treasury Function Cyprus Tanzania Tanzania Tanzania Cyprus Tanzania Canada Cyprus Cyprus Cyprus Tanzania Cyprus Tanzania Cyprus Tanzania Tanzania South Africa Tanzania 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% - 100% 100% - - 100% 100% 100% - - 100% 100% - 100% 100% 100% 100% 100% *During the current period the Company acquired the entire share capital of Reef Miners Limited for the cash consideration of £145,699. **During the prior 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 during the prior period 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. In the prior period the entire interest of Kibo Mining South Africa (Pty) Ltd (Previously 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 of the prior period 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. ^Kibo Mining South Africa (Proprietary) Limited previously known as Mayborn Resource Investments (Proprietary) Limited, and Kibo Exploration (Tanzania) Limited which was previously known as Aardvark Exploration Limited. 44 45 45 KiBO Mining PLC AnnuAL RePORt And ACCOunts 2013 KIBO MINING PLC NOTES TO THE CONSOLIDATED AND COMPANY FINANCIAL STATEMENTS FINANCIAL STATEMENTS AS AT 31 DECEMBER 2013 The aggregate capital and reserves and results of the subsidiary undertakings for the last relevant financial period were as follows: Company – 2013 Financial Period Capital and Reserves (£) Profit/(loss) for the period (£) Sloane Developments Limited Kibo Mining (Cyprus) Limited Kibo Gold Limited Jubilee Resources Limited Savannah Mining Limited Reef Mining Limited* Kibo Nickel Limited Eagle Gold Mining Limited Mzuri Energy Limited Rukwa Holdings Limited Rukwa Development Limited Rukwa Mining Company Limited Rukwa Coal Limited Mzuri Power Limited Rukwa Power Tanzania Limited Kibo Uranium Limited Pinewood Resources Limited Makambako Resources Limited Kibo Mining South Africa Limited Kibo Exploration (Tanzania) Limited Company – 2012 Financial Period Sloane Developments Limited Kibo Mining (Cyprus) Limited Kibo Exploration (Tanzania) Limited Eagle Gold Mining Limited Jubilee Resources 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* Kibo Mining South Africa Limited* 159 439,412 141,998 (758,587) (507,898) (422,974) (543) (236,367) (18,789,090) 323,095 (3,500) (5,864) 168,911 (10,310) - 1,318 (233,952) (28,039) 7,478 (1,016,092) Capital and Reserves (£) (800) (499,052) (3,231) (299,711) (188,321) (441,761) (565) (14,624) (311,276) (2,040,570) (3,231) (3,231) (150,754) (565) - (788) (122,397) (9,189) (760) 48,327 Profit/(loss) for the period (£) (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. KiBO Mining PLC AnnuAL RePORt And ACCOunts 2013 46 46 KIBO MINING PLC FINANCIAL STATEMENTS AS AT 31 DECEMBER 2013 NOTES TO THE CONSOLIDATED AND COMPANY FINANCIAL STATEMENTS KIBO MINING PLC NOTES TO THE CONSOLIDATED AND COMPANY FINANCIAL STATEMENTS FINANCIAL STATEMENTS AS AT 31 DECEMBER 2013 The aggregate capital and reserves and results of the subsidiary undertakings for the last relevant financial period Capital and Profit/(loss) for Reserves (£) the period (£) were as follows: Company – 2013 Financial Period Sloane Developments Limited Kibo Mining (Cyprus) Limited Kibo Gold Limited Jubilee Resources Limited Savannah Mining Limited Reef Mining Limited* Kibo Nickel Limited Eagle Gold Mining Limited Mzuri Energy Limited Rukwa Holdings Limited Rukwa Development Limited Rukwa Mining Company Limited Rukwa Coal Limited Mzuri Power Limited Rukwa Power Tanzania Limited Kibo Uranium Limited Pinewood Resources Limited Makambako Resources Limited Kibo Mining South Africa Limited Kibo Exploration (Tanzania) Limited Company – 2012 Financial Period Sloane Developments Limited Kibo Mining (Cyprus) Limited Kibo Exploration (Tanzania) Limited Eagle Gold Mining Limited Jubilee Resources 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* Kibo Mining South Africa Limited* (236,367) (18,789,090) 159 439,412 141,998 (758,587) (507,898) (422,974) (543) 323,095 (3,500) (5,864) 168,911 (10,310) - 1,318 (233,952) (28,039) 7,478 (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 (800) (499,052) (3,231) (299,711) (188,321) (441,761) (565) (14,624) (311,276) (2,040,570) (3,231) (3,231) (150,754) (565) - (788) (122,397) (9,189) (760) (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) (1,016,092) Capital and Profit/(loss) for 48,327 Reserves (£) the period (£) * 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. 46 19. Related party transactions Group companies 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 is considered related parties: Directly held subsidiaries: Sloane Developments Limited Kibo Mining (Cyprus) Limited Indirectly held subsidiaries: Kibo Gold Limited Jubilee Resources Limited Savannah Mining Limited Reef Mining Limited* Kibo Nickel Limited Eagle Gold Mining Limited Mzuri Energy Limited Rukwa Holdings Limited** Rukwa Development Limited Rukwa Mining Company Limited Rukwa Coal Limited** Mzuri Power Limited Rukwa Power Tanzania Limited Kibo Uranium Limited** Pinewood Resources Limited** Makambako Resources Limited** Kibo Mining South Africa Limited** Kibo Exploration (Tanzania) Limited The only transactions during the period between the Company and its subsidiaries were intercompany loans, which were interest free and include the following: Loans payable by Sloane Developments Limited and Kibo Exploration (Tanzania) Limited to Kibo Mining Plc amounted to £- (2012: £2,412,520) and £2,648,084 (2012: £1,114,114) respectively. In addition to the above loans owed to the parent Company, Sloane Developments Limited is owed £- (2012: £604,978) from Kibo Exploration (Tanzania) Limited (Previously Aardvark Exploration Limited) and £- (2012: £1,771) from Eagle Gold Mining Limited. Also, as at 31 December 2013, Kibo Mining (Cyprus) Limited owes Kibo Mining Plc £22,638,015, and Kibo Mining Plc owes Kibo Mining South Africa Proprietary Limited £7,478. During the prior 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, 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) in the prior period. 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. 47 47 KiBO Mining PLC AnnuAL RePORt And ACCOunts 2013 KIBO MINING PLC NOTES TO THE CONSOLIDATED AND COMPANY FINANCIAL STATEMENTS FINANCIAL STATEMENTS AS AT 31 DECEMBER 2013 It is, and has been throughout the 2013 and 2012 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. 2012 (£) 2013 (£) 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 51,200 443,763 75,438 98,678 228,391 Trade payables 494,963 228,391 174,116 1,783,668 1,783,668 2013 (£) 2012 (£) Loans and receivables Financial liabilities Loans and receivables Financial liabilities Financial instruments of the Company are: Financial assets Trade and other receivables Cash and cash equivalents Financial liabilities 25,336,186 31,949 24,512,666 16,229 28,030 Trade payables 25,368,135 28,030 24,528,895 1,449,552 1,449,552 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 2013, the Group had no outstanding forward exchange contracts. Exchange rates used for conversion of foreign subsidiaries undertakings were: 2013 2012 0.05726 ZAR to GBP (Spot) 0.05773 ZAR to GBP (Average) 0.60481 USD to GBP (Spot) 0.60638 USD to GBP (Average) EURO to GBP (Spot) 0.83283 EURO to GBP (Average) 0.83478 0.56373 CAD to GBP (Spot) 0.56688 CAD to GBP (Average) 0.07287 0.07691 0.61850 0.63100 0.81753 0.77800 0.62043 0.63119 The executive management of the Group monitor the Group's exposure to the concentration of fair value estimation risk on a monthly basis. KiBO Mining PLC AnnuAL RePORt And ACCOunts 2013 48 48 KIBO MINING PLC FINANCIAL STATEMENTS AS AT 31 DECEMBER 2013 NOTES TO THE CONSOLIDATED AND COMPANY FINANCIAL STATEMENTS KIBO MINING PLC NOTES TO THE CONSOLIDATED AND COMPANY FINANCIAL STATEMENTS FINANCIAL STATEMENTS AS AT 31 DECEMBER 2013 Credit risk Credit risk refers to the risk that a counter party will default on its contractual obligations resulting in financial loss to the Group. As the Group does not, as yet, have any sales to third parties, this risk is limited. The Group and Company’s financial assets comprise receivables and cash and cash equivalents. The credit risk on cash and cash equivalents is limited because the counterparties are banks with high credit-ratings assigned by international credit rating agencies. The Group and Company’s exposure to credit risk arise from default of its counterparty, with a maximum exposure equal to the carrying amount of cash and cash equivalents in its consolidated statement of financial position. The Group does not have any significant credit risk exposure to any single counterparty or any Group of counterparties having similar characteristics. The Group defines counterparties as having similar characteristics if they are connected or related entities. Financial assets exposed to credit risk at period end were as follows: Financial instruments Group (£) Company (£) 2013 (£) 2012 (£) Loans and receivables Financial liabilities Loans and receivables Financial liabilities Trade & other receivables Cash & cash equivalents Liquidity risk management 2013 2012 2013 2012 51,200 443,763 25,336,186 31,949 75,438 98,678 24,512,666 16,229 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 2013. The Group and Company’s financial liabilities as at 31 December 2013 were all payable on demand, other than the trade payables to other Group undertakings. Greater than 1 Group (£) year At 31 December 2013 Less than 1 year Trade and other payables At 30 December 2012 Trade and other payables Company (£) At 31 December 2013 Trade and other payables At 30 December 2012 Trade and other payables Interest rate risk 260,750 1,816,896 - - 52,912 7,478 1,482,779 - 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. 48 49 49 KiBO Mining PLC AnnuAL RePORt And ACCOunts 2013 It is, and has been throughout the 2013 and 2012 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. 2013 (£) 2012 (£) 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 51,200 443,763 75,438 98,678 228,391 Trade payables 494,963 228,391 174,116 1,783,668 1,783,668 Financial instruments of the Company are: Financial assets Trade and other receivables Cash and cash equivalents Financial liabilities 25,336,186 31,949 24,512,666 16,229 28,030 Trade payables 25,368,135 28,030 24,528,895 1,449,552 1,449,552 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 2013, the Group had no outstanding forward exchange contracts. Exchange rates used for conversion of foreign subsidiaries undertakings were: 2013 2012 ZAR to GBP (Spot) ZAR to GBP (Average) USD to GBP (Spot) USD to GBP (Average) EURO to GBP (Spot) 0.05726 0.05773 0.60481 0.60638 0.83283 EURO to GBP (Average) 0.83478 CAD to GBP (Spot) CAD to GBP (Average) 0.56373 0.56688 0.07287 0.07691 0.61850 0.63100 0.81753 0.77800 0.62043 0.63119 The executive management of the Group monitor the Group's exposure to the concentration of fair value estimation risk on a monthly basis. KIBO MINING PLC NOTES TO THE CONSOLIDATED AND COMPANY FINANCIAL STATEMENTS FINANCIAL STATEMENTS AS AT 31 DECEMBER 2013 Group Sensitivity Analysis: At 31 December 2013, if the interest rate had weakened/strengthened by 1% with all other variables held constant, post-tax profit for the year would have been £4,437 (2012: £987) higher, mainly as a result of foreign exchange gains or losses on translation of US dollar denominated financial assets. 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 2013. The capital structure of the Group consists of equity attributable to equity holders of the parent, comprising issued capital, reserves and retained losses as disclosed in the consolidated statement of changes in equity. Fair values The carrying amount of the Group and Company’s financial assets and financial liabilities recognised at amortised cost in the financial statements approximate their fair value. Hedging At 31 December 2013, the Group had no outstanding contracts designated as hedges. Fair value estimation Effective 1 January 2013, the group adopted IFRS 13 for the fair value measurement of assets and liabilities. The following table presents assets and liabilities that are measured at fair value on a recurring basis: Group (£) At 31 December 2013 Level 1 Level 2 Level 3 Intangible assets Goodwill At 30 December 2012 Intangible assets Goodwill - - - - - - - - 9,718,509 - 21,054,614 3,307,757 The group uses the following hierarchy for determining and disclosing the fair value of financial instruments: Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2: inputs other than quoted prices included in level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices); and Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs) There have been no significant transfers between level 1, 2 or 3 during the period under review, nor were there any significant changes to the valuation techniques and inputs used to determine fair values. The executive management of the Group monitor the Group's exposure to the concentration of fair value estimation risk on a monthly basis. KiBO Mining PLC AnnuAL RePORt And ACCOunts 2013 50 50 KIBO MINING PLC FINANCIAL STATEMENTS AS AT 31 DECEMBER 2013 NOTES TO THE CONSOLIDATED AND COMPANY FINANCIAL STATEMENTS KIBO MINING PLC NOTES TO THE CONSOLIDATED AND COMPANY FINANCIAL STATEMENTS FINANCIAL STATEMENTS AS AT 31 DECEMBER 2013 Group Sensitivity Analysis: 21. Post Balance Sheet events Appointment of Director At 31 December 2013, if the interest rate had weakened/strengthened by 1% with all other variables held constant, post-tax profit for the year would have been £4,437 (2012: £987) higher, mainly as a result of foreign exchange gains or losses on translation of US dollar denominated financial assets. Capital risk management The Board of Directors has approved the appointment of Mr. Andreas Lianos (“Andrew”) as an Executive Director of the Company. The appointment is effective from 1 March 2014 onward. Share Placing 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 2013. The capital structure of the Group consists of equity attributable to equity holders of the parent, comprising issued capital, reserves and retained losses as disclosed in the consolidated statement of changes in equity. Fair values The carrying amount of the Group and Company’s financial assets and financial liabilities recognised at amortised cost in the financial statements approximate their fair value. Hedging At 31 December 2013, the Group had no outstanding contracts designated as hedges. Fair value estimation Effective 1 January 2013, the group adopted IFRS 13 for the fair value measurement of assets and liabilities. The following table presents assets and liabilities that are measured at fair value on a recurring basis: Group (£) Level 2 Level 1 Level 3 At 31 December 2013 Intangible assets Goodwill At 30 December 2012 Intangible assets Goodwill - - - - - - - - 9,718,509 - 21,054,614 3,307,757 Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2: inputs other than quoted prices included in level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices); and Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs) There have been no significant transfers between level 1, 2 or 3 during the period under review, nor were there any significant changes to the valuation techniques and inputs used to determine fair values. The executive management of the Group monitor the Group's exposure to the concentration of fair value estimation risk on a monthly basis. The Company has received commitments to a share placing of 30,038,000 new ordinary shares of Eur. 0.015 in the capital of the Company with clients of Kibo’s UK Broker, Hume Capital Securities Plc at a placing price of 2.5p per share (the “Placing Shares”), to raise gross proceeds of £750,950 before expenses (the “Placing”). The funds raised will primarily be used to initiate a Phase 2 drilling programme at its Imweru gold exploration property in Tanzania as well as for general working capital purposes. Exploration Activities The Company confirmed it has identified a 30km strike of nickel-platinum prospectivity at Haneti following receipt of a comprehensive technical report covering full historical exploration and technical data from the Haneti project. The technical report, prepared by Mzuri Exploration Services (“MXS”)(“The Report”),the Company’s exploration service provider in Tanzania, includes the full data and conclusions drawn from the 2013 exploration programme and provides a detailed assessment and recommendations for steps to be taken to confirm the nature and extent of mineralisation identified on the company’s 100% owned Haneti project. 22. Going concern The Group’s financial statements have been prepared on the basis of accounting policies applicable to a going concern. This basis presumes that funds will be available to finance future operations and that the realisation of assets and settlement of liabilities, contingent obligations and commitments will occur in the ordinary course of business. 23. Commitments and Contingencies The Group does not have identifiable contingencies or commitments as at reporting date. Any contingent rental is expensed in the period in which it is incurred. 24. Exploration Properties The following detailed schedule is attached in order to provide additional information pertaining specifically to the interest's held by the Company in the identifiable exploration projects as at year end: Rukwa Coal Limited The group uses the following hierarchy for determining and disclosing the fair value of financial instruments: PROPERTIES UNDER LICENCES NO 1 2 HISTORY LICENCE PLR 5352/2008 PLR 5503/2008 OFFER DETAILS OFFER REG. NO. HQ-G16707 HQ-G16803 OFFER DATE 22-Feb-11 22-Feb-11 LICENCE NO. PL 7005/2001 PL 7006/2011 LICENCE DETAILS GRANTED DATE 21-Apr-11 12-Apr-11 EXPIRY DATE 20-Apr-15 11-Apr-15 LOCATION (AREA/DISTRICT) IWANDA - CHUNYA/MBOZI IWANDA - CHUNYA/MBOZI SQ.KM 198.81 296.81 50 51 51 KiBO Mining PLC AnnuAL RePORt And ACCOunts 2013 KIBO MINING PLC NOTES TO THE CONSOLIDATED AND COMPANY FINANCIAL STATEMENTS FINANCIAL STATEMENTS AS AT 31 DECEMBER 2013 Pinewood Resources Limited PROPERTIES UNDER LICENCES OFFER DETAILS LICENCE DETAILS NO 1 2 3 4 5 6 HISTORY LICENCE FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL OFFER REG. NO. HQ-P 16193 HQ-P 16192 HQ-P20674 HQ-P19757 HQ-P21470 HQ-P20099 OFFER DATE 15-Nov-11 28-Oct-11 28-Sep-12 10-Dec-12 22-Aug-13 04-Oct-13 LICENCE NO. GRANTED DATE EXPIRY DATE LOCATION (AREA/DISTRICT) PL 7721/2012 PL 8036/2012 PL 8496/2012 PL 9100/2013 PL 9477/2013 PL 9486/2013 23-Feb-12 18-Jun-12 10-Dec-12 29-Apr-13 21-Nov-13 27-Nov-13 22-Feb-16 Licence at the ministry 09-Dec-16 Licence at the ministry Licence at the ministry Licence at the ministry SONGWE RIVER - MBEYA/MBOZI GALULA-MBEYA/CHUNYA SONGEA - MBINGA MATEPWENDE - SONGEA SAKAMAGANGA - SONGEA LUTUKILA & LUHIRA RIVER - SONGEA SQ.KM 3.99 66.77 10.07 297.98 75.76 189.03 Savannah Mining Limited NO 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 HISTORY LICENCE HQ-G16993 HQ-G17203 HQ-G17580 HQ-G17628 HQ-G17629 HQ-P17621 HQ-P17618 HQ-P16872 4606 HQ-P17637 HQ-P20614 HQ-P17729 HQ-P17024 HQ-P20988 HQ-P20919 HQ-P21242 HQ-P21235 HQ-P17193 HQ-P21234 HQ-P21291 HQ-P17630 HQ-P17641 HQ-P21380 HQ-P21290 HQ-P20859 HQ-P24733 HQ-P21289 HQ-P19713 OFFER DETAILS OFFER REG. NO. OFFER DATE N/A HQ-G17203 HQ-G17580 HQ-G17628 HQ-G17629 HQ-P17621 HQ-P17618 HQ-P16872 4606 HQ-P17637 HQ-P20614 HQ-P17729 HQ-P17024 HQ-P20988 HQ-P20919 HQ-P21242 HQ-P21235 HQ-P17193 HQ-P21234 HQ-P21291 HQ-P17630 HQ-P17641 HQ-P21380 HQ-P21290 HQ-P20859 HQ-P24733 HQ-P21289 HQ-P19713 N/A 13-Apr-12 31-Dec-12 14-May-13 14-May-13 23-Nov-10 23-Nov-10 28-Sep-11 03-Mar-08 27-Jan-12 04-Apr-12 22-Feb-12 04-Jun-12 30-Oct-12 25-Oct-12 25-Oct-12 25-Oct-12 06-Aug-12 25-Oct-12 15-Nov-12 16-Nov-12 16-Nov-12 16-Nov-12 04-Mar-13 04-Mar-13 24-Apr-13 08-Apr-13 22-Aug-13 EXPIRY DATE 23-Jul-14 30-Dec-14 30-Dec-15 29-Mar-16 29-Mar-16 02-Aug-15 24-Aug-15 22-Jan-16 22-Jan-16 03-May-16 03-Jun-16 03-Jun-16 04-Jul-16 With Ministry With Ministry With Ministry With Ministry With Ministry With Ministry With Ministry With Ministry With Ministry With Ministry 20-Jun-17 With Ministry With Ministry 10-Sep-17 With Ministry PROPERTIES UNDER LICENCES LICENCE DETAILS LICENCE NO. PL 5243/2008 PL 5509/2008 PL 6283/2009 OFFER OFFER PL 7100/2011 PL 7105/2011 PL 7589/2012 PL 7590/2012 PL 7887/2012 PL 7991/2012 PL 7994/2012 PL 8109/2012 PL 8401/2012 PL 8806/2013 PL 8808/2013 PL 8809/2013 PL 8834/2013 PL 8846/2013 PL 8895/2013 PL 9001/2013 PL 9003/2013 PL 9005/2013 PL 9196/2013 PL 9197/2013 PL 9311/2013 PL 9312/2013 PL 9478/2013 GRANTED DATE 24-Jul-11 31-Dec-11 31-Dec-12 30-Mar-13 30-Mar-13 03-Aug-11 25-Aug-11 23-Jan-12 23-Jan-12 04-May-12 04-Jun-12 04-Jun-12 05-Jul-12 25-Oct-12 08-Feb-13 08-Feb-13 08-Feb-13 08-Feb-13 08-Feb-13 08-Feb-13 08-Feb-13 08-Feb-13 08-Feb-13 21-Jun-13 21-Jun-13 04-Oct-13 11-Sep-13 21-Nov-13 52 LOCATION (AREA/DISTRICT) LUNGUYA - KAHAMA KIKUBIJI - KWIMBA KIKUBIJI - KWIMBA BUKONDO - GEITA BUKONDO - GEITA BUKONDO - GEITA MWAMAGALA - KAHAMA KIRUMWA-GEITA KWIMBA USHIROMBO-KAHAMA KIKULIJI - KWIMBA FUKALO - MAGU KITONGO - MAGU NUNDU - KWIMBA KITONGO - MISUNGWI MULELE RIVER - BUKOMBE USHIROMBO - BUKOMBE NUNDU - KWIMBA BUKOMBE - BUKOMBE KWIMBA - KWIMBA KAHAMA-KAHAMA GEITA-GEITA KAHAMA - BUKOMBE FUKALO - MISUNGWI IGENGI - MISUNGWI KIKULIJI - KWIMBA LUNGUYA - KAHAMA GEITA - GEITA SQ.KM 20.00 11.37 19.90 4.83 11.51 25.01 3.72 50.15 26.43 40.93 9.95 15.35 8.39 2.56 4.19 10.74 20.47 2.56 25.6 8.53 51.19 51.19 18.48 7.68 12.29 9.95 8.95 12.79 KiBO Mining PLC AnnuAL RePORt And ACCOunts 2013 52 KIBO MINING PLC FINANCIAL STATEMENTS AS AT 31 DECEMBER 2013 NOTES TO THE CONSOLIDATED AND COMPANY FINANCIAL STATEMENTS KIBO MINING PLC NOTES TO THE CONSOLIDATED AND COMPANY FINANCIAL STATEMENTS FINANCIAL STATEMENTS AS AT 31 DECEMBER 2013 Pinewood Resources Limited Eagle Gold Mining Limited PROPERTIES UNDER LICENCES PROPERTIES UNDER LICENCES NO HISTORY LICENCE OFFER REG. NO. OFFER DATE OFFER DETAILS 1 2 3 4 5 6 7 8 9 10 11 PL 4383/2007 PLR 4386/2007 PLR 3729/2005 PLR 4382/2007 HQ-P16508 PLR 5458/2008 PLR 4386/2007 PLR 4382/2007 PL 4383/2007 HQ-P25439 HQ-G17646 HQ-G17366 HQ-G17800 HQ-G17801 HQ-G17888 HQ-P16508 HQ-G16789 HQ-P20253 HQ-P20177 HQ-P21514 HQ-P25439 21-Mar-13 16-Jul-12 10-Sep-13 10-Sep-13 16-Sep-13 25-Jun-10 12-Oct-11 06-Nov-12 16-Nov-12 13-Dec-12 19-Dec-12 LICENCE NO. PL 4383/2007 PL 5792/2009 OFFERED OFFERED APP PL 7308/2013 PL 8773/2013 PL 8836/2013 PL 9000/2013 PL 9038/2013 PL 9041/2013 LICENCE DETAILS GRANTED DATE 02-Apr-13 12-Jun-12 13-Aug-13 13-Aug-13 5-Oct-2013 08-Apr-13 14-Feb-13 08-Feb-13 08-Feb-13 27-Mar-13 27-Mar-13 EXPIRY DATE 01-Apr-15 11-Jun-15 12-Aug-16 12-Aug-16 4-Oct-2016 07-Apr-17 LOCATION (AREA/DISTRICT) SQ.KM KWAMTORO - KONDOA HOMBOLO - DODOMA KWAMTORO - KONDOA KWAMTORO - KONDOA MEIA MEIA - DODOMA KWAMTORO - DODOMA/KONDOA Awaiting Documents MEIA MEIA - DODOMA Awaiting Documents KWAMTORO - DODOMA/KONDOA Awaiting Documents KWAMTORO - KONDOA 26-Mar-17 26-Mar-17 KWAMTORO - DODOMA/KONDOA TANGANYIKA/MPANDE - TABORA 12.16 60.2 98.07 66.84 93.78 290.15 298.02 297.54 299.04 11.93 67.02 53 53 KiBO Mining PLC AnnuAL RePORt And ACCOunts 2013 NO 1 2 3 4 5 6 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 HISTORY LICENCE FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL OFFER DETAILS LICENCE DETAILS OFFER REG. NO. LICENCE NO. GRANTED DATE HQ-P 16193 HQ-P 16192 HQ-P20674 HQ-P19757 HQ-P21470 HQ-P20099 OFFER DATE 15-Nov-11 28-Oct-11 28-Sep-12 10-Dec-12 22-Aug-13 04-Oct-13 PL 7721/2012 PL 8036/2012 PL 8496/2012 PL 9100/2013 PL 9477/2013 PL 9486/2013 23-Feb-12 18-Jun-12 10-Dec-12 29-Apr-13 21-Nov-13 27-Nov-13 Licence at the ministry GALULA-MBEYA/CHUNYA EXPIRY DATE 22-Feb-16 09-Dec-16 Licence at the ministry Licence at the ministry Licence at the ministry LOCATION (AREA/DISTRICT) SONGWE RIVER - MBEYA/MBOZI SONGEA - MBINGA MATEPWENDE - SONGEA SAKAMAGANGA - SONGEA LUTUKILA & LUHIRA RIVER - SONGEA Savannah Mining Limited PROPERTIES UNDER LICENCES OFFER DETAILS LICENCE DETAILS NO HISTORY LICENCE OFFER REG. NO. OFFER DATE LICENCE NO. GRANTED DATE EXPIRY DATE LOCATION (AREA/DISTRICT) SQ.KM HQ-G16993 HQ-G17203 HQ-G17580 HQ-G17628 HQ-G17629 HQ-P17621 HQ-P17618 HQ-P16872 4606 HQ-P17637 HQ-P20614 HQ-P17729 HQ-P17024 HQ-P20988 HQ-P20919 HQ-P21242 HQ-P21235 HQ-P17193 HQ-P21234 HQ-P21291 HQ-P17630 HQ-P17641 HQ-P21380 HQ-P21290 HQ-P20859 HQ-P24733 HQ-P21289 HQ-P19713 N/A HQ-G17203 HQ-G17580 HQ-G17628 HQ-G17629 HQ-P17621 HQ-P17618 HQ-P16872 4606 HQ-P17637 HQ-P20614 HQ-P17729 HQ-P17024 HQ-P20988 HQ-P20919 HQ-P21242 HQ-P21235 HQ-P17193 HQ-P21234 HQ-P21291 HQ-P17630 HQ-P17641 HQ-P21380 HQ-P21290 HQ-P20859 HQ-P24733 HQ-P21289 HQ-P19713 N/A 13-Apr-12 31-Dec-12 14-May-13 14-May-13 23-Nov-10 23-Nov-10 28-Sep-11 03-Mar-08 27-Jan-12 04-Apr-12 22-Feb-12 04-Jun-12 30-Oct-12 25-Oct-12 25-Oct-12 25-Oct-12 06-Aug-12 25-Oct-12 15-Nov-12 16-Nov-12 16-Nov-12 16-Nov-12 04-Mar-13 04-Mar-13 24-Apr-13 08-Apr-13 22-Aug-13 PL 5243/2008 PL 5509/2008 PL 6283/2009 OFFER OFFER PL 7100/2011 PL 7105/2011 PL 7589/2012 PL 7590/2012 PL 7887/2012 PL 7991/2012 PL 7994/2012 PL 8109/2012 PL 8401/2012 PL 8806/2013 PL 8808/2013 PL 8809/2013 PL 8834/2013 PL 8846/2013 PL 8895/2013 PL 9001/2013 PL 9003/2013 PL 9005/2013 PL 9196/2013 PL 9197/2013 PL 9311/2013 PL 9312/2013 PL 9478/2013 24-Jul-11 31-Dec-11 31-Dec-12 30-Mar-13 30-Mar-13 03-Aug-11 25-Aug-11 23-Jan-12 23-Jan-12 04-May-12 04-Jun-12 04-Jun-12 05-Jul-12 25-Oct-12 08-Feb-13 08-Feb-13 08-Feb-13 08-Feb-13 08-Feb-13 08-Feb-13 08-Feb-13 08-Feb-13 08-Feb-13 21-Jun-13 21-Jun-13 04-Oct-13 11-Sep-13 21-Nov-13 52 23-Jul-14 30-Dec-14 30-Dec-15 29-Mar-16 29-Mar-16 02-Aug-15 24-Aug-15 22-Jan-16 22-Jan-16 03-May-16 03-Jun-16 03-Jun-16 04-Jul-16 With Ministry With Ministry With Ministry With Ministry With Ministry With Ministry With Ministry With Ministry With Ministry With Ministry 20-Jun-17 With Ministry With Ministry 10-Sep-17 With Ministry LUNGUYA - KAHAMA KIKUBIJI - KWIMBA KIKUBIJI - KWIMBA BUKONDO - GEITA BUKONDO - GEITA BUKONDO - GEITA MWAMAGALA - KAHAMA KIRUMWA-GEITA KWIMBA USHIROMBO-KAHAMA KIKULIJI - KWIMBA FUKALO - MAGU KITONGO - MAGU NUNDU - KWIMBA KITONGO - MISUNGWI MULELE RIVER - BUKOMBE USHIROMBO - BUKOMBE NUNDU - KWIMBA BUKOMBE - BUKOMBE KWIMBA - KWIMBA KAHAMA-KAHAMA GEITA-GEITA KAHAMA - BUKOMBE FUKALO - MISUNGWI IGENGI - MISUNGWI KIKULIJI - KWIMBA LUNGUYA - KAHAMA GEITA - GEITA SQ.KM 3.99 66.77 10.07 297.98 75.76 189.03 20.00 11.37 19.90 4.83 11.51 25.01 3.72 50.15 26.43 40.93 9.95 15.35 8.39 2.56 4.19 10.74 20.47 2.56 25.6 8.53 51.19 51.19 18.48 7.68 12.29 9.95 8.95 12.79 KIBO MINING PLC NOTES TO THE CONSOLIDATED AND COMPANY FINANCIAL STATEMENTS FINANCIAL STATEMENTS AS AT 31 DECEMBER 2013 KIBO MINING PLC FINANCIAL STATEMENTS AS AT 31 DECEMBER 2013 NOTES TO THE CONSOLIDATED AND COMPANY FINANCIAL STATEMENTS Reef Miners Limited Jubilee Resources Limited OFFER DETAILS PROPERTIES UNDER LICENCES LICENCE DETAILS LOCATION (AREA/DISTRICT) EMIN PASHA - BIHARAMULO NYAKAGOMBA/IMWERU - BIHARAMULO NYAMIREMBE - BIHARAMULO NYAGHONA - GEITA/SENGEREMA NYAMIREMBE - BUKOMBE KASAMWA - GEITA BIHARAMULO KASAMWA - SENGEREMA USHIROMBO - BUKOMBE BUZIRAYOMBO - BIHARAMULO MBOGWE - KAHAMA NYAKAGOMBA - BIHARAMULO/GEITA LIGEMBE - KWIMBA GEITA - GEITA SIGA HILLS - KAHAMA GEITA - GEITA LUBANDO/KASAMWA - GEITA GEITA - GEITA IMWERU - GEITA IKOKA - BIHARAMULO BUSHIROMBO - BUKOMBE MBOGWE - KAHAMA NYAKAGOMBA - GEITA IMWERU - BIHARAMULO NYAKAGOMBA - BIHARAMULO BUKOMBE SIMA - KWIMBA GEITA - GEITA NGOBO - KWIMBA/MISUNGWI MUKUNGO - BIHARAMULO BUZIRAYOMBO - BIHARAMULO IMWERU - GEITA IKOKA - BIHARAMULO ITAKAHOGO - BIHARAMULO USHIROMBO - BUKOMBE GEITA - GEITA ISAMBALA - BIHARAMULO KABAHE - GEITA UGAMBILO - KWIMBA ISAMBALA - BIHARAMULO NYAKAGOMBA - BIHARAMULO NGOBO - MISUNGWI LUGOBA - GEITA SIMA - KWIMBA/MISUNGWI USHIROMBO - KAHAMA KIGOSI - BUKOMBE NYAMIREMBE - BIHARAMULO NYAKAGOMBATONDO - GEITA KASAMWA - GEITA KIGOSI - BUKOMBE NIKONGA - BUKOMBE BUKOLI - GEITA MUKUNGO - BIHARAMULO IMWERU - GEITA BUZIRAYOMBO - BIHARAMULO NG'OBO - MISUNGWI GEITA - GEITA SIMA - KWIMBA/MISUNGWI NYAMILEMBE/BIHARAMULO - GEITA GEITA - GEITA IMWERU - BIHARAMULO USHIROMBO - BUKOMBE NYAKAGOMBA - BIHARAMULO NYANGHONA - GEITA USHIROMBO - BIHARAMULO IMWERU - BIHARAMULO SQ.KM 1.31 12.73 32.50 13.65 15.17 7.44 8.33 10.12 6.52 18.21 6.52 6.69 18.21 11.52 3.87 13.76 14.85 6.04 19.88 7.88 13.13 5.97 3.07 25.18 12.80 5.80 11.94 6.77 5.97 9.02 35.46 5.88 1.42 17.08 13.05 5.59 26.74 10.35 8.87 13.37 12.88 2.96 2.91 5.12 13.05 8.99 62.49 6.12 7.40 17.98 2.99 3.91 4.51 3.02 8.41 1.49 3.38 2.56 15.16 0.78 7.23 6.57 12.80 17.06 18.21 12.56 NO 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61 62 63 64 65 66 HISTORY LICENCE PL 4191/2007 PL 4213/2006 PL 4321/2007 PL 4324/2007 PL 4355/2007 PL 4413/2007 PL 4652/2007 PL 4732/2007 PL 4756/2007 PL 4794/2007 PL 4822/2007 PL 5253/2008 PL 5583/2008 PL 5685/2009 PL 5749/2009 PL 5789/2009 PL 6248/2009 PL 6282/2009 PL 6284/2009 PL 6398/2010 PL 6485/2010 PL 6720/2010 PL 6835/200 FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL OFFER REG. NO. HQ-G17632 HQ-G17158 HQ-G17657 HQ-G17881 HQ-G1767 HQ-G17685 HQ-G17880 HQ-G17891 HQ-G17884 HQ-G17890 HQ-G17933 HQ-G16970 HQ-G17212 HQ-G17319 HQ-G17376 HQ-G17374 HQ-G17585 HQ-G17586 HQ-G17584 HQ-G17667 HQ-G17745 HQ-G17885 HQ-G17886 HQ-P16025 HQ-P17959 HQ-P17277 HQ-P16577 HQ-P18535 HQ-P16576 HQ-P17762 HQ-P19383 HQ-P19356 HQ-P19492 HQ-P19513 HQ-P19256 HQ-P19444 HQ-P17764 HQ-P19445 HQ-P19568 HQ-P21335 HQ-P21020 HQ-P20745 HQ-P20617 HQ-P19038 HQ-P19255 HQ-P21945 HQ-P21684 HQ-P18235 HQ-P21761 HQ-P18769 HQ-P21050 HQ-P21167 HQ-P21336 HQ-P20595 HQ-P22471 HQ-P22359 HQ-P21842 HQ-P22360 HQ-P21721 HQ-P22031 HQ-P19765 HQ-P21049 HQ-P21409 HQ-P22470 HQ-P22664 HQ-P20596 OFFER DATE 19-Apr-13 26-Oct-11 31-May-13 25-Oct-13 14-May-13 31-Dec-13 12-Sep-13 25-Oct-13 16-Sep-13 25-Oct-13 25-Oct-13 16-May-12 01-Dec-11 04-Jun-12 24-Jul-12 24-Jul-12 31-Dec-12 14-Jan-13 31-Dec-12 14-May-13 11-Sep-13 16-Sep-13 16-Sep-13 31-May-10 26-Jun-10 28-Jun-10 28-Jun-10 09-Aug-11 03-Oct-11 20-Jun-12 15-Aug-12 21-Aug-12 21-Aug-12 21-Aug-12 21-Aug-12 21-Aug-12 29-Aug-12 29-Aug-12 17-Sep-12 25-Oct-12 25-Oct-12 25-Oct-12 25-Oct-12 25-Oct-12 16-Nov-12 20-Nov-12 16-Nov-12 16-Nov-12 16-Nov-12 16-Nov-12 13-Dec-12 24-Dec-12 04-Mar-13 24-Apr-13 24-Apr-13 24-Apr-13 24-Apr-13 24-Apr-13 24-Apr-13 08-Apr-13 22-Aug-13 22-Aug-13 04-Oct-13 04-Oct-13 04-Oct-13 24-Sep-13 LICENCE NO. OFFER APPLICATION OFFER OFFER OFFER OFFER APPLICATION OFFER APPLICATION OFFER OFFER PL 5253/2008 APPLICATION PL 5685/2009 PL 5749/2009 PL 5789/2009 PL 6248/2009 PL 6282/2009 PL 6284/2009 OFFER OFFER APPLICATION OFFER PL 6914/2011 PL 6960/2011 PL 6967/2011 PL 7173/2011 PL 7336/2011 PL 7425/2011 PL 8139/2012 PL 8363/2012 PL 8365/2012 PL 8384/2012 PL 8385/2012 PL 8386/2012 PL 8390/2012 PL 8482/2012 PL 8483/2012 PL 8507/2012 PL 8680/2012 PL 8681/2012 PL 8682/2012 PL 8683/2012 PL 8686/2012 PL 8730/2012 PL 8735/2012 PL 8740/2012 PL 8741/2012 PL 8742/2012 PL 8743/2012 PL 9011/2013 PL 9028/2013 PL 9073/2013 PL 9179/2013 PL 9180/2013 PL 9181/2013 PL 9183/2013 PL 9185/2013 PL 9192/2013 PL 9200/2013 PL 9475/2013 PL 9476/2013 PL 9493/2013 PL 9494/2013 PL 9495/2013 PL 9496/2013 EXPIRY DATE 29-Mar-16 22-Nov-14 01-May-16 18-Sep-16 08-May-16 23-May-16 17-Sep-16 19-Sep-16 18-Oct-16 19-Oct-16 06-Nov-16 24-Jul-14 30-Dec-14 01-May-15 11-Jun-15 11-Jun-15 30-Dec-15 30-Dec-15 30-Dec-15 04-May-16 15-Jul-16 04-Oct-16 18-Oct-16 21-Feb-15 11-Apr-15 27-Feb-15 27-Oct-15 15-Nov-15 05-Dec-15 06-Aug-16 13-Nov-16 12-Nov-16 15-Oct-16 15-Oct-16 15-Oct-16 15-Oct-16 09-Dec-16 09-Dec-16 11-Dec-16 23-Dec-16 23-Dec-16 23-Dec-16 23-Dec-16 23-Dec-16 30-Dec-16 30-Dec-16 30-Dec-16 30-Dec-16 30-Dec-16 30-Dec-16 26-Mar-17 26-Mar-17 26-Mar-17 WITH MINISTRY WITH MINISTRY WITH MINISTRY WITH MINISTRY WITH MINISTRY WITH MINISTRY WITH MINISTRY WITH MINISTRY WITH MINISTRY WITH MINISTRY WITH MINISTRY WITH MINISTRY WITH MINISTRY GRANTED DATE 30-Mar-13 23-Nov-11 02-May-13 19-Sep-13 09-May-13 24-May-13 18-Sep-13 20-Sep-13 19-Oct-13 20-Oct-13 07-Nov-13 25-Jul-11 31-Dec-11 02-May-12 12-Jun-12 12-Jun-12 31-Dec-12 31-Dec-12 31-Dec-12 05-May-13 16-Jul-13 05-Oct-13 19-Oct-13 22-Feb-11 12-Apr-11 28-Feb-11 28-Oct-11 16-Nov-11 06-Dec-11 07-Aug-12 14-Nov-12 13-Nov-12 16-Oct-12 16-Oct-12 16-Oct-12 16-Oct-12 10-Dec-12 10-Dec-12 12-Dec-12 24-Dec-12 24-Dec-12 24-Dec-12 24-Dec-12 24-Dec-12 31-Dec-12 31-Dec-12 31-Dec-12 31-Dec-12 31-Dec-12 31-Dec-12 27-Mar-13 27-Mar-13 27-Mar-13 10-Jun-13 13-Jun-13 13-Jun-13 13-Jun-13 13-Jun-13 01-Jul-13 21-Jun-13 21-Nov-13 21-Nov-13 27-Nov-13 27-Nov-13 27-Nov-13 27-Nov-13 54 KiBO Mining PLC AnnuAL RePORt And ACCOunts 2013 54 PROPERTIES UNDER LICENCES OFFER DETAILS LICENCE DETAILS NO HISTORY LICENCE OFFER REG. NO. OFFER DATE LICENCE NO. GRANTED DATE LOCATION (AREA/DISTRICT) SQ.KM 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 FIRST RENEWAL - PL 6542/2009 FIRST RENEWAL - PL 6250/2009 FIRST RENEWAL - PL 6598/2010 FIRST RENEWAL - PL 6601/2010 FIRST RENEWAL - PL 6622/2010 FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL HQ-G17583 HQ-G17581 HQ-G17797 HQ-G17798 HQ-G17831 HQ-G17167 HQ-P19135 HQ-P24634 HQ-G17355 HQ-G17354 HQ-G17356 HQ-G17803 HQ-G17242 HQ-P20388 HQ-P20642 HQ-P26016 30-Nov-12 30-Nov-12 22-Jul-13 22-Jul-13 13-Aug-13 04-Nov-11 09-Sep-08 28-Oct-11 05-Jul-12 15-Aug-12 21-Aug-12 10-Sep-13 16-May-12 28-Sep-12 16-Oct-12 15-May-13 PL 6249/2009 PL 6250/2009 PL 6598/2010 PL 6601/2010 PL 6622/2010 PL 7997/2012 PL 8299/2012 PL 8395/2012 PL 5803/2009 PL 5885/2009 PL 5837/2009 PL 6541/2010 PL 5625/2009 PL 8497/2012 PL 8839/2013 PL 9203/2013 31 December 2012 31 December 2012 13 August 2013 13 August 2013 21 September 2013 04 June 2012 28-Sep-12 25-Oct-12 12-Jun-12 12-Jun-12 12-Jun-12 13-Aug-13 13-Feb-12 10-Dec-12 08-Feb-13 21-Jun-13 EXPIRY DATE 30 December 2015 30 December 2015 12 August 2016 12 August 2016 20 September 2016 03 June 2016 27 September 2016 24 October 2016 11 June 2015 11 June 2015 11 June 2015 12 August 2016 12 February 2015 09 December 2016 AWAITING FOR LICENCE AT THE MINISTRY AWAITING FOR LICENCE AT THE MINISTRY MKATA/MOROGORO - KILOSA 119.69 NGEZA/KIBATI - HANDENI NGEZA/KIKETI - HANDENI MLALI - KILOSA/KONGWA SONGE - KITETO/HANDENI SONGE - KILOSA SONGE - HANDENI TAMOTA - HANDENI MATOMBO - MOROGORO MGETA - MOROGORO KINGOLWERA - MOROGORO ULUGURU - MOROGORO MATOMBO - MOROGORO MOROGORO - MOROGORO MOROGORO - MOROGORO MATOMBO - MOROGORO 23.15 50.61 97.22 97.71 98.83 88.09 55.96 21.35 40.88 20 19.02 43.43 158.97 39.67 43.88 25. Approval of financial statements The financial statements were approved by the Board on the 27th of June 2014. 55 KIBO MINING PLC FINANCIAL STATEMENTS AS AT 31 DECEMBER 2013 NOTES TO THE CONSOLIDATED AND COMPANY FINANCIAL STATEMENTS KIBO MINING PLC NOTES TO THE CONSOLIDATED AND COMPANY FINANCIAL STATEMENTS FINANCIAL STATEMENTS AS AT 31 DECEMBER 2013 Reef Miners Limited Jubilee Resources Limited OFFER DETAILS PROPERTIES UNDER LICENCES LICENCE DETAILS NO HISTORY LICENCE OFFER REG. NO. OFFER DATE LICENCE NO. GRANTED DATE EXPIRY DATE SQ.KM PROPERTIES UNDER LICENCES OFFER DETAILS LICENCE DETAILS NO 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 HISTORY LICENCE FIRST RENEWAL - PL 6542/2009 FIRST RENEWAL - PL 6250/2009 FIRST RENEWAL - PL 6598/2010 FIRST RENEWAL - PL 6601/2010 FIRST RENEWAL - PL 6622/2010 FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL OFFER REG. NO. HQ-G17583 HQ-G17581 HQ-G17797 HQ-G17798 HQ-G17831 HQ-G17167 HQ-P19135 HQ-P24634 HQ-G17355 HQ-G17354 HQ-G17356 HQ-G17803 HQ-G17242 HQ-P20388 HQ-P20642 HQ-P26016 OFFER DATE 30-Nov-12 30-Nov-12 22-Jul-13 22-Jul-13 13-Aug-13 04-Nov-11 09-Sep-08 28-Oct-11 05-Jul-12 15-Aug-12 21-Aug-12 10-Sep-13 16-May-12 28-Sep-12 16-Oct-12 15-May-13 LICENCE NO. PL 6249/2009 PL 6250/2009 PL 6598/2010 PL 6601/2010 PL 6622/2010 PL 7997/2012 PL 8299/2012 PL 8395/2012 PL 5803/2009 PL 5885/2009 PL 5837/2009 PL 6541/2010 PL 5625/2009 PL 8497/2012 PL 8839/2013 PL 9203/2013 GRANTED DATE 31 December 2012 31 December 2012 13 August 2013 13 August 2013 21 September 2013 04 June 2012 28-Sep-12 25-Oct-12 12-Jun-12 12-Jun-12 12-Jun-12 13-Aug-13 13-Feb-12 10-Dec-12 08-Feb-13 21-Jun-13 EXPIRY DATE 30 December 2015 30 December 2015 12 August 2016 12 August 2016 20 September 2016 03 June 2016 27 September 2016 24 October 2016 11 June 2015 11 June 2015 11 June 2015 12 August 2016 12 February 2015 09 December 2016 AWAITING FOR LICENCE AT THE MINISTRY AWAITING FOR LICENCE AT THE MINISTRY LOCATION (AREA/DISTRICT) NGEZA/KIBATI - HANDENI NGEZA/KIKETI - HANDENI MLALI - KILOSA/KONGWA SONGE - KITETO/HANDENI SONGE - KILOSA SONGE - HANDENI MKATA/MOROGORO - KILOSA TAMOTA - HANDENI MATOMBO - MOROGORO MGETA - MOROGORO KINGOLWERA - MOROGORO ULUGURU - MOROGORO MATOMBO - MOROGORO MOROGORO - MOROGORO MOROGORO - MOROGORO MATOMBO - MOROGORO SQ.KM 23.15 50.61 97.22 97.71 98.83 88.09 119.69 55.96 21.35 40.88 20 19.02 43.43 158.97 39.67 43.88 25. Approval of financial statements The financial statements were approved by the Board on the 27th of June 2014. 55 55 KiBO Mining PLC AnnuAL RePORt And ACCOunts 2013 LOCATION (AREA/DISTRICT) EMIN PASHA - BIHARAMULO NYAKAGOMBA/IMWERU - BIHARAMULO NYAMIREMBE - BIHARAMULO NYAGHONA - GEITA/SENGEREMA NYAMIREMBE - BUKOMBE KASAMWA - GEITA BIHARAMULO KASAMWA - SENGEREMA USHIROMBO - BUKOMBE BUZIRAYOMBO - BIHARAMULO MBOGWE - KAHAMA NYAKAGOMBA - BIHARAMULO/GEITA LIGEMBE - KWIMBA GEITA - GEITA SIGA HILLS - KAHAMA GEITA - GEITA LUBANDO/KASAMWA - GEITA GEITA - GEITA IMWERU - GEITA IKOKA - BIHARAMULO BUSHIROMBO - BUKOMBE MBOGWE - KAHAMA NYAKAGOMBA - GEITA IMWERU - BIHARAMULO NYAKAGOMBA - BIHARAMULO BUKOMBE SIMA - KWIMBA GEITA - GEITA NGOBO - KWIMBA/MISUNGWI MUKUNGO - BIHARAMULO BUZIRAYOMBO - BIHARAMULO IMWERU - GEITA IKOKA - BIHARAMULO ITAKAHOGO - BIHARAMULO USHIROMBO - BUKOMBE GEITA - GEITA ISAMBALA - BIHARAMULO KABAHE - GEITA UGAMBILO - KWIMBA ISAMBALA - BIHARAMULO NYAKAGOMBA - BIHARAMULO NGOBO - MISUNGWI LUGOBA - GEITA SIMA - KWIMBA/MISUNGWI USHIROMBO - KAHAMA KIGOSI - BUKOMBE NYAMIREMBE - BIHARAMULO NYAKAGOMBATONDO - GEITA KASAMWA - GEITA KIGOSI - BUKOMBE NIKONGA - BUKOMBE BUKOLI - GEITA MUKUNGO - BIHARAMULO IMWERU - GEITA BUZIRAYOMBO - BIHARAMULO NG'OBO - MISUNGWI GEITA - GEITA SIMA - KWIMBA/MISUNGWI NYAMILEMBE/BIHARAMULO - GEITA GEITA - GEITA IMWERU - BIHARAMULO USHIROMBO - BUKOMBE NYAKAGOMBA - BIHARAMULO NYANGHONA - GEITA USHIROMBO - BIHARAMULO IMWERU - BIHARAMULO 1.31 12.73 32.50 13.65 15.17 7.44 8.33 10.12 6.52 18.21 6.52 6.69 18.21 11.52 3.87 13.76 14.85 6.04 19.88 7.88 13.13 5.97 3.07 25.18 12.80 5.80 11.94 6.77 5.97 9.02 35.46 5.88 1.42 17.08 13.05 5.59 26.74 10.35 8.87 13.37 12.88 2.96 2.91 5.12 13.05 8.99 62.49 6.12 7.40 17.98 2.99 3.91 4.51 3.02 8.41 1.49 3.38 2.56 15.16 0.78 7.23 6.57 12.80 17.06 18.21 12.56 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61 62 63 64 65 66 PL 4191/2007 PL 4213/2006 PL 4321/2007 PL 4324/2007 PL 4355/2007 PL 4413/2007 PL 4652/2007 PL 4732/2007 PL 4756/2007 PL 4794/2007 PL 4822/2007 PL 5253/2008 PL 5583/2008 PL 5685/2009 PL 5749/2009 PL 5789/2009 PL 6248/2009 PL 6282/2009 PL 6284/2009 PL 6398/2010 PL 6485/2010 PL 6720/2010 PL 6835/200 FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL FIRST RENEWAL HQ-G17632 HQ-G17158 HQ-G17657 HQ-G17881 HQ-G1767 HQ-G17685 HQ-G17880 HQ-G17891 HQ-G17884 HQ-G17890 HQ-G17933 HQ-G16970 HQ-G17212 HQ-G17319 HQ-G17376 HQ-G17374 HQ-G17585 HQ-G17586 HQ-G17584 HQ-G17667 HQ-G17745 HQ-G17885 HQ-G17886 HQ-P16025 HQ-P17959 HQ-P17277 HQ-P16577 HQ-P18535 HQ-P16576 HQ-P17762 HQ-P19383 HQ-P19356 HQ-P19492 HQ-P19513 HQ-P19256 HQ-P19444 HQ-P17764 HQ-P19445 HQ-P19568 HQ-P21335 HQ-P21020 HQ-P20745 HQ-P20617 HQ-P19038 HQ-P19255 HQ-P21945 HQ-P21684 HQ-P18235 HQ-P21761 HQ-P18769 HQ-P21050 HQ-P21167 HQ-P21336 HQ-P20595 HQ-P22471 HQ-P22359 HQ-P21842 HQ-P22360 HQ-P21721 HQ-P22031 HQ-P19765 HQ-P21049 HQ-P21409 HQ-P22470 HQ-P22664 HQ-P20596 19-Apr-13 26-Oct-11 31-May-13 25-Oct-13 14-May-13 31-Dec-13 12-Sep-13 25-Oct-13 16-Sep-13 25-Oct-13 25-Oct-13 16-May-12 01-Dec-11 04-Jun-12 24-Jul-12 24-Jul-12 31-Dec-12 14-Jan-13 31-Dec-12 14-May-13 11-Sep-13 16-Sep-13 16-Sep-13 31-May-10 26-Jun-10 28-Jun-10 28-Jun-10 09-Aug-11 03-Oct-11 20-Jun-12 15-Aug-12 21-Aug-12 21-Aug-12 21-Aug-12 21-Aug-12 21-Aug-12 29-Aug-12 29-Aug-12 17-Sep-12 25-Oct-12 25-Oct-12 25-Oct-12 25-Oct-12 25-Oct-12 16-Nov-12 20-Nov-12 16-Nov-12 16-Nov-12 16-Nov-12 16-Nov-12 13-Dec-12 24-Dec-12 04-Mar-13 24-Apr-13 24-Apr-13 24-Apr-13 24-Apr-13 24-Apr-13 24-Apr-13 08-Apr-13 22-Aug-13 22-Aug-13 04-Oct-13 04-Oct-13 04-Oct-13 24-Sep-13 APPLICATION OFFER OFFER OFFER OFFER OFFER OFFER OFFER OFFER APPLICATION APPLICATION PL 5253/2008 APPLICATION PL 5685/2009 PL 5749/2009 PL 5789/2009 PL 6248/2009 PL 6282/2009 PL 6284/2009 OFFER OFFER OFFER APPLICATION PL 6914/2011 PL 6960/2011 PL 6967/2011 PL 7173/2011 PL 7336/2011 PL 7425/2011 PL 8139/2012 PL 8363/2012 PL 8365/2012 PL 8384/2012 PL 8385/2012 PL 8386/2012 PL 8390/2012 PL 8482/2012 PL 8483/2012 PL 8507/2012 PL 8680/2012 PL 8681/2012 PL 8682/2012 PL 8683/2012 PL 8686/2012 PL 8730/2012 PL 8735/2012 PL 8740/2012 PL 8741/2012 PL 8742/2012 PL 8743/2012 PL 9011/2013 PL 9028/2013 PL 9073/2013 PL 9179/2013 PL 9180/2013 PL 9181/2013 PL 9183/2013 PL 9185/2013 PL 9192/2013 PL 9200/2013 PL 9475/2013 PL 9476/2013 PL 9493/2013 PL 9494/2013 PL 9495/2013 PL 9496/2013 29-Mar-16 22-Nov-14 01-May-16 18-Sep-16 08-May-16 23-May-16 17-Sep-16 19-Sep-16 18-Oct-16 19-Oct-16 06-Nov-16 24-Jul-14 30-Dec-14 01-May-15 11-Jun-15 11-Jun-15 30-Dec-15 30-Dec-15 30-Dec-15 04-May-16 15-Jul-16 04-Oct-16 18-Oct-16 21-Feb-15 11-Apr-15 27-Feb-15 27-Oct-15 15-Nov-15 05-Dec-15 06-Aug-16 13-Nov-16 12-Nov-16 15-Oct-16 15-Oct-16 15-Oct-16 15-Oct-16 09-Dec-16 09-Dec-16 11-Dec-16 23-Dec-16 23-Dec-16 23-Dec-16 23-Dec-16 23-Dec-16 30-Dec-16 30-Dec-16 30-Dec-16 30-Dec-16 30-Dec-16 30-Dec-16 26-Mar-17 26-Mar-17 26-Mar-17 WITH MINISTRY WITH MINISTRY WITH MINISTRY WITH MINISTRY WITH MINISTRY WITH MINISTRY WITH MINISTRY WITH MINISTRY WITH MINISTRY WITH MINISTRY WITH MINISTRY WITH MINISTRY WITH MINISTRY 30-Mar-13 23-Nov-11 02-May-13 19-Sep-13 09-May-13 24-May-13 18-Sep-13 20-Sep-13 19-Oct-13 20-Oct-13 07-Nov-13 25-Jul-11 31-Dec-11 02-May-12 12-Jun-12 12-Jun-12 31-Dec-12 31-Dec-12 31-Dec-12 05-May-13 16-Jul-13 05-Oct-13 19-Oct-13 22-Feb-11 12-Apr-11 28-Feb-11 28-Oct-11 16-Nov-11 06-Dec-11 07-Aug-12 14-Nov-12 13-Nov-12 16-Oct-12 16-Oct-12 16-Oct-12 16-Oct-12 10-Dec-12 10-Dec-12 12-Dec-12 24-Dec-12 24-Dec-12 24-Dec-12 24-Dec-12 24-Dec-12 31-Dec-12 31-Dec-12 31-Dec-12 31-Dec-12 31-Dec-12 31-Dec-12 27-Mar-13 27-Mar-13 27-Mar-13 10-Jun-13 13-Jun-13 13-Jun-13 13-Jun-13 13-Jun-13 01-Jul-13 21-Jun-13 21-Nov-13 21-Nov-13 27-Nov-13 27-Nov-13 27-Nov-13 27-Nov-13 54 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 11 a.m. on Wednesday 30th July 2014 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, 5, 6 & 9 will be proposed as ordinary resolutions and resolutions numbered 7, 8, 10 and 11 will be proposed as special resolutions:- Ordinary Business 1 To receive, consider and adopt the accounts for the year ended 31 December 2013 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 Noel O’Keeffe 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 Christian Schaffalitzky as a Director of the Company who retires by rotation in accordance with Regulation 84 of the Articles of Association of the Company. 5 To re-elect Mr Andreas Lianos as a Director of the Company who retires in accordance with Regulation 87 of the Articles of Association of the Company. Special Business 6 That the authorised share capital of the Company be and is hereby increased from €30,000,000 divided into 200,000,000 Ordinary Shares of €0.015 and 3,000,000,000 Deferred Shares of €0.009 each to €33,000,000 by the creation of 200,000,000 new ordinary shares of €0.015 each ranking equally in all respects with the existing issued and unissued Ordinary Shares of €0.015 each. 7 That the memorandum of association of the Company be and is hereby amended by the insertion of the following clause in substitution for and to the exclusion of existing clause 4 thereof: “The share capital of the company is €33,000,000 divided into 400,000,000 Ordinary Shares of €0.015 each and 3,000,000,000 Deferred Shares of €0.009 each.” 8 That the articles of association of the Company be and are hereby amended by the deletion of article 4 (a), and for the avoidance of doubt not clause 4 (b), 4 (c) 4 (d) or 4(e), and by the insertion of the following clause in substitution for and to the exclusion thereof: the company “The share capital of is €33,000,000 divided into 400,000,000 Ordinary Shares of €0.015 each (hereinafter called “the Ordinary Shares”) and 3,000,000,000 Deferred Shares of €0.009 each (hereinafter called “the Deferred Shares”)”. 9 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 KiBO Mining PLC AnnuAL RePORt And ACCOunts 2013 56 NOTICE OF ANNUAL GENERAL MEETING 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. 10 Subject to the passing of resolution number 9 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 (within the meaning of equity securities the said Section 23) for cash pursuant to the authority conferred by resolution number 9 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 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. 11 That: (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 57 KiBO Mining PLC AnnuAL RePORt And ACCOunts 2013 NOTICE OF ANNUAL GENERAL MEETING KIBO MINING PUBLIC LIMITED COMPANY (the “Company”) 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; provided that 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 30 January 2016 unless previously revoked or renewed in accordance with the provisions of the 1990 Act. By Order of the Board Noel O’Keeffe Director and Secretary Dated: 4th July 2014 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 are representatives of shareholders, are entitled to attend the meeting. corporations, which 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’s share registrar, Computershare Investor Services (Ireland) Ltd, Heron House, Corrig Road, Sandyford Industrial Estate Dublin 18 not later than 11 a.m. on the 28 July 2014. 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 later than 11 a.m. on the 28 July 2014 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 2013 58 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 _______________________________________ being a shareholder of the Company, hereby appoint (See Note B turn over): (a) the Chairman of the Meeting; or ___________________________________________ (b) of 1 To receive, consider and adopt the accounts for the year ended 31 December 2013 and the Directors and Auditors Reports thereon. 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 Noel O’Keeffe as a Director. 4 To re-elect Mr Christian Schaffalitzky as a Director. 5 To re-elect Mr Andreas Lianos as a Director special Business of the Meeting  For against  ______________________________________ 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 30 July 2014 at 11 a.m. in the Conrad Hotel, Earlsfort Terrace, St Stephen’s Green, Dublin 2 , Ireland and at any adjournment thereof. 6 That the authorised share capital of the Company be increased. 7 That the memorandum of association of the Company be amended. 8 That the articles of association of the Company be amended. 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 from voting at his/her discretion. 9 That the Directors be and are hereby generally and unconditionally authorised to exercise all powers of the Company to allot relevant securities. 10 That the Directors be and are hereby empowered pursuant to Section 23 and 24 (1) of the Companies (Amendment) Act, 1983 to allot equity securities. 11 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 __________________2014 Signature or other execution by the shareholder (See Note C turn over): 59 KiBO Mining PLC AnnuAL RePORt And ACCOunts 2013 form of proxy Notes: 48 hours prior to the time appointed for the (A) A shareholder must insert his, her or its full meeting. name and registered address in type or block (F) A proxy need not be a shareholder of the letters. In the case of joint accounts, the Company but must attend the Meeting in names of all holders must be stated. person to represent his/her appointor. (B) If you desire to appoint a proxy other than the (G) The return of a proxy form will not preclude Chairman of the Meeting, please insert his or any shareholder from attending and voting at her name and address in the space provided the Meeting. and delete the words “the Chairman of the (H) Pursuant to section 134A of the Companies Meeting or”. (C) The proxy form must: Act 1963 and regulation 14 of the Companies Act, 1990 (Uncertifi cated Securities) (i) in the case of an individual shareholder Regulations 1996, entitlement to attend and be signed by the shareholder or his or her vote at the meeting and the number of votes attorney; and which may be cast thereat will be determined (ii) in the case of a corporate shareholder by reference to the Register of Members of the be given either under its common seal or Company at close of business on the day which signed on its behalf by an attorney or by is two days before the date of the meeting (or a duly authorized officer of the corporate in the case of an adjournment as at close of shareholder. business on the day which is two days before (D) In the case of joint holders, the vote of the the date of the adjourned meeting). Changes senior holder who tenders a vote whether to entries on the Register of Members after in person or by proxy shall be accepted to that time shall be disregarded in determining the exclusion of the votes of the other joint the rights of any person to attend and vote at holders and for this purpose seniority shall the meeting. 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’s share registrar, Computershare Investor Services (Ireland) Ltd, Heron House, Corrig Road, Sandyford Industrial Estate, Dublin 18 at not less than 48 hours prior to the time appointed for the meeting. 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 soutH aFrIcan sHareHolders notes to the Form of Proxy 1. 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. KiBO Mining PLC AnnuAL RePORt And ACCOunts 2013 60 form of proxy 2. Please insert an “X” in the relevant spaces 7. A minor must be assisted by his/her parent according to how you wish your votes to be or guardian unless the relevant documents cast. However, if you wish to cast your votes in establishing his/her legal capacity are respect of a lesser number of shares than you produced or have been registered by the own in KIBO, insert the number of ordinary transfer secretaries of KIBO. shares held in respect of which you desire to 8. Forms of proxy must be received by the vote. Failure to comply with the above will be transfer secretaries, Computershare Investor deemed to authorise the proxy to vote or to Services (Pty) Limited at 70 Marshall abstain from voting at the Annual General Street, Johannesburg, 2001 (P O Box 61051, Meeting as he/she deems fit in respect of all Marshalltown, 2107) by not later than 11 a.m. the shareholder’s votes exercisable thereat. on the 28 July 2014 A KIBO shareholder or his/her proxy is not 9. The Chairperson of the Annual General obliged to use all the votes exercisable by the Meeting may accept or reject any form of KIBO shareholder or by his/her proxy, but the proxy, in his absolute discretion, which is total of the votes cast and in respect whereof completed other than in accordance with abstentions recorded may not exceed the total these notes. of the votes exercisable by the shareholder or 10. If required, additional forms of proxy are by his/her proxy. available from the transfer secretaries of 3. The date must be filled in on this proxy form KIBO. when it is signed. 11. Dematerialised shareholders, other than by 4. The completion and lodging of this form of own name registration, must NOT complete proxy will not preclude the relevant KIBO this form of proxy and must provide their shareholder from attending the Annual CSDP or broker of their voting instructions in General Meeting and speaking and voting in terms of the custody. person thereat to the exclusion of any proxy appointed in terms hereof. Where there are To be completed and mailed to: joint holders of shares, the vote of the senior Computershare Investor Services (Pty) Ltd joint holder who tenders a vote, as determined PO Box 61051 by the order in which the names stand in the Marshalltown register of members, will be accepted. 2107 5. Documentary evidence establishing the Johannesburg 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. or To be completed and hand delivered to: Computershare Investor Services (Pty) Limited Ground Floor 6. Any alterations or corrections made to this form of proxy must be initialled by the 70 Marshall Street JOHANNESBURG signatory/ies. 61 KiBO Mining PLC AnnuAL RePORt And ACCOunts 2013  KiBO Mining PLC AnnuAL RePORt And ACCOunts 2013 62 highlights 2013 Coal l Tanzanian Government support for Rukwa Coal to Power Project (RCPP) and its inclusion in its National Energy Plan PROGRAMME FOR 2014/2015 l Competing interest from a number of global energy investors to participate in the RCPP Complete Bankable Feasibility Study on the Rukwa Coal Mine development and Pre-feasibility study on the Rukwa thermal coal Plant l RCPP Development Program launched and Rukwa Executive Management Team appointed to implement it. l Bankable feasibility study (Rukwa Coal Mine) and Pre-feasibility study (Rukwa Thermal Coal Plant) commenced l Standard Bank engaged to develop financial model and project financing options Gold l Gold project portfolio consolidated with the addition of two resource based projects at Imweru and Lubando on the Lake Victoria Project l Successful drill programme completed at Imweru providing for an updated resource estimate of 550,000 oz (15 million tonnes at 1.1 g/t) l Combined Lubando and Imweru gold resource of 700,000 oz (Lubando has resource 2.59 million tonnes at 2 g/t or 168,000 oz.) Base Metals l Comprehensive exploration programme at Haneti completed under joint venture with Brazilian nickel producer, Votorantim l Initial drill targets resolved at Haneti together with identification of areas for follow up exploration for nickel-PGM, gold and lithium mineralisation Uranium l Further rationalisation of the Pinewood tenement package to provide for focus on most prospective area when exploration resumes Corporate l Capital restructuring, board & executive management changes and appointment of new advisors Progress other aspects of the Rukwa Coal to Power Project (RCPP): l Financial modelling and project finance structuring l Progress other aspects of the Rukwa Development Plan l Evaluation of additional sale outlets for coal l Expand existing thermal coal asset by continued exploration at Rukwa and acquisition of adjacent resources where commercial deals can be successfully negotiated. l Implement Phase 2 drilling at Imweru and at satellite gold targets to provide for follow on scoping study l Drill initial nickel-PGM targets at Haneti 

Continue reading text version or see original annual report in PDF format above