Annual Report
and accounts 2013
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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
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S
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S
k
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9
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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
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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
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29 KiBO Mining PLC AnnuAL RePORt And ACCOunts 2013
3
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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