AnnuAl RepoRt
& Accounts
2017
2017 HigHligHts 2017
Mbeya Coal To Power ProjeCT (Coal)
• Completion of Integrated Bankable Feasibility Study
• Memorandum of Understanding signed on strategic regional collaboration and reciprocal supply of materials
agreement with Mbeya Cement Ltd
• Opening of two Kibo funded classrooms in Songwe Region as part of the Company’s corporate social
responsibility programme in southern Tanzania
• Written re-affirmation of the Tanzanian Government’s support for the MCPP amid significant reform of the
Tanzanian mining legal and regulatory framework
• Transmission Line contract for the evacuation of power from the MCPP power plant awarded to SEPCO III
• Environmental and Social Impact Study certification awarded to MCPP following a lengthy process of multi-
stakeholder engagement
• Signing of Memorandum of Understanding between the Company and TANESCO (state electricity supply company)
on the Power Purchase Agreement (announced in February 2018)
• Rationalisation of early project portfolios as part of process in moving the Company from being a multi-
commodity early stage explorer to a regional energy producer
HaneTi ProjeCT (ni-Cu-PGM)
• Haneti maintained in good standing which the Company continues to seek and evaluate joint venture and/
or other funding proposals to enable it carry out the next stage of exploration
iMweru & lubando ProjeCTs (Kibo Holds 57% inTeresT)
• Projects divested to AIM listed Katoro Gold PLC who raised £1.5 to advance completion of Definitive Mining
•
Feasibility Study at Imweru
Initial drill programme at Imweru expanded to 3,410 meters (31 holes) and completed ahead of schedule
and within budget
• Environmental and Social Impact Study at Imweru significantly advanced with completion of initial fieldwork
and approval of report on terms of reference and scope of work by relevant Tanzanian environmental body
• Mining Licence Application for Imweru submitted
• Lidar mapping survey completed to generate detailed digital terrain model of proposed Imweru mine site
• Resource Update, Pit Optimisation and Mine Design nearing completion for Imweru for completion of mining
Pre-feasibility Study
new ProjeCTs
• Memorandum of Understanding signed to acquire an 85% interest Makesekwa Coal Independent Power
Project (MCIPP) in Botswana from Shumba Energy Limited
• MCIPP will comprise a 300 Mt thermal coal deposit with a plan advanced to scoping stage by Shumba to
construct a mouth of mine power station to export power to South Africa
• MCIPP transaction completed in April 2018
Kibo AnnuAl REpoRt 2017
C ont en ts
Chairman’s Statement
Review of Activities
Annual Financial Statements for the 12 month period ended 31 December 2017
Notice of Annual General Meeting
Form of Proxy
IV
VII
XVI
XVII
XX
Programme for 2018 - 2019
Inside Back Cover
I KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2017
On the path tO becOming
a regional afri Can
energy pr odu Cer
Botswana is ideally located with abundant coal to help address Southern Africa’s
current power deficit and so support the rapid economic development of the region
KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2017 II
Imweru & Lubando
(GOLD)
Haneti
(NICKEL, PGE & GOLD)
Tanzania
Mbeya
(COAL TO POWER)
Mabesekwa
(COAL TO POWER)
Botswana
III KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2017
C ha i rm an ’s
statement
Dear Shareholders,
I look forward to the remainder of 2018 to see
the conclusion of the project’s development and
2017 was a challenging year for Kibo as we pushed
financing phases and the start of the construction
ahead with our efforts to complete a Power Purchase
phase on this piece of critical energy infrastructure
Agreement (PPA) for our flagship Mbeya Coal to
that will considerably benefit the socio-economic
Power Project (MCPP) amid significant upheavals
development of southern Tanzania.
and changes in the Tanzanian mining policy and
regulatory environment. As might be expected,
Management’s success in bringing the MCPP to an
these events have impacted on our anticipated
advanced stage of development, the experience
time line to finalise a PPA with the Tanzanian
accumulated in the process and the strategic
Government and complete Financial Close on the
relationships developed have motivated the board
project. I am delighted to reflect that despite these
to re-orientate the Company towards becoming
delays, at the end of 2017, the Tanzanian Government
a regional energy producer in Africa. This marks
reconfirmed in writing its strong support for the
a natural evolution in our strategy over the last
MCPP as an important component of its national
five years from being an early stage explorer
energy strategy and undertook to expedite
with a diverse commodity portfolio to a company
finalisation of the PPA. As you are no doubt aware
on the brink of being a focused coal to power
this commitment was backed up when we signed
generator. Supporting this strategy, we announced
a Memorandum of Understanding (MOU) with the
a Memorandum of Understanding in November
Tanzanian State Electricity Company (TANESCO) in
2017 on terms for acquiring an 85% interest in
February 2018 as a preparatory step to finalising a
the Mabesekwa Coal Independent Power Project
PPA. Management is now in advanced negotiation
(MCIPP) in Botswana. This transaction, which has
with TANESCO on the finalisation of the full PPA.
recently been completed, marks the first step in
expanding Kibo’s footprint in the energy sector in
The publication of the MCPP Integrated Bankable
Africa and realising its strategy of transforming the
Feasibility Study (IBFS) at the start of 2017 was
Company into a regional African energy producer.
the culmination of 3 years work by Kibo and the
I am proud to mention the award of Innovative
most important milestone in the development
Project Development Deal of the Year 2017 to the
path for the project to date. The positive results
Company for the MCPP by our strategic partner GE
from the IBFS signalled a major de-risking of
Electric, a strong endorsement of our capability to
the project and confirmed it as an attractive
successfully implement this transformation.
investment opportunity that should ensure that
it can be brought to Financial Close once the PPA
It is worth reflecting on the fact that the power
has been agreed with the Tanzanian Government.
sector
in Sub-Saharan Africa
is significantly
KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2017 IV
Mineralised Drill core Imweru 2017
underdeveloped, regarding energy access, installed
in drill sample dispatch for analysis, Katoro’s work
capacity, and consumption. This is a major limiting
towards completing a Definitive Mining Feasibility
factor on sustaining economic growth and fulfilling
study continued at pace. It submitted the Mining
the economic and social promise of the region, and
Licence Application for Imweru in September and
Africa in general. Sub-Saharan Africa contains 13% of
was granted approval for the scope and terms
the world’s population but 48% of the share of the
of reference of the Imweru Environmental Social
world’s population without electricity (McKinsey
Impact Study by the relevant Tanzanian authorities
Special Report 2015). In this context, we see an
in October. The drilling results have now all been
attractive opportunity for Kibo to position itself as
received and the company is busy preparing an
a regional power producer to facilitate and share in
updated gold Mineral Resource Statement and a
the economic development of the region. The MCPP
Prefeasibility Study.
and the MCIPP share many similarities and we are
well placed to harness the synergy between the
We continue to hold our Haneti (Ni-Cu-PGM) project
projects across all aspects of their developments.
as an important pipeline project in the rationalised
Kibo licence portfolio. Unfortunately, we did not
During 2017 we completed the divestment of our
get the opportunity to complete our initial planned
resource based gold assets, Imweru and Lubando,
drilling programme on the project during 2017
in northern Tanzania to AIM listed Katoro Gold PLC
but we continue to investigate funding options to
in which we retain a 56.7% interest. This divestment
commence this work as soon as possible.
not only supports our strategy to reposition Kibo
as a standalone energy company but enhances
On the corporate front, we continued our relationship
our shareholders opportunity to realise value from
with Sanderson Capital Partners (”Sanderson”), who
these assets within a separately financed, dedicated
hold a minority interest in the MCPP, in arranging
gold company. Katoro is singularly focused in the
innovative funding arrangements to advance the
near term on bringing the Imweru Mineral Resource
MCPP. The terms of the forward payment facility
into production and I believe its progress towards
agreed in December 2016 were mutually revised
meeting this objective during 2017 was impressive.
in September 2017 allowing for an extension to
The company commenced a drill programme
the drawdown schedule and part re-payment of
on Imweru immediately after AIM admission in
funds already drawn by the issue of a convertible
May 2017 which was subsequently expanded and
loan note to Sanderson which it immediately
completed ahead of schedule and within budget
converted to Kibo shares. Convertible loan notes
in July 2017. Despite the drilling coinciding with
were also issued on the same date by the Company
the implementation of major mining regulatory
in payment of awards under the Company’s
changes in Tanzania which caused some delays
Management Incentive Scheme and to one high net
V KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2017
MCPP Power to be evacuated to
Tanzanian grid (stock photo)
worth individual. A small placing of 277,768 shares
plant, advancement of the MCIPP in Botswana and
at a price of 4.75p, per share, was also completed in
construction of a gold mine at Katoro’s Imweru
settlement of invoices from service providers in lieu
project.
of cash during 2017.
Finally, I wish to thank our CEO Louis Coetzee and his
management team for their dedication in skilfully
guiding the Company through the challenges of
2017, particularly in relation to the recent changes
Christian Schaffalitzky
to mining legislation and regulation in Tanzania. I
Chairman
look forward with optimism to 2018 and beyond
Date: 12 June 2018
for the construction of the MCPP mine and power
MCPP Power Purchase Agreement Planning Session
February 2018, Stellenbosch, South Africa
KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2017 VI
reV ieW o f
aCtiVities
IntroductIon
construction of this 300 MW coal fed thermal
power plant in southern Tanzania. This progress
The following sections provide a summary of the
was made during a period in which the Tanzanian
principal activities carried out by the Company on
Government implemented substantial changes to
its projects during 2017. In line with its strategy
its policy and regulations for mining and energy
for existing projects, Kibo continues to evaluate,
development projects in the country. These changes
prioritise and rationalise
its project
licence
commenced in January with a major restructuring
portfolios in order to focus resources on those areas
of the state electricity utility company, TANESCO,
the Company believes offers the best opportunities
with whom Kibo were already at an advanced stage
for exploration and development success. Kibo had
of discussion on a Power Purchase Agreement (PPA).
disposed of its Imweru and Lubando projects to
Regrettably, this interrupted focused engagement
Katoro Gold PLC (“Katoro”), effective 23 May 2017 for
with TANESCO while its board was being replaced
the consideration of £3.66 million settled through
and the semi-state utility restructured. In early
the issue of shares in Katoro, resulting in retention
July 2017, the Tanzanian Government announced
by the Company of a 57.1% (currently 56.7%) indirect
wide ranging changes to the legal framework
beneficial ownership of the Imweru & Lubando
governing the natural resources sector in the
projects. Furthermore, since year end Kibo has
country. These changes had the most negative
concluded the acquisition of an 85% interest in
financial and operational
impact on existing
the Mabesekwa Coal Independent Power Project
mining operations in Tanzania who were exporting
situated in Botswana, in order to further advance
mineral products under existing legislation. In
the Company’s broader strategy to position itself
this respect, the impact on Kibo is not as severe
as a strategic regional energy company focused on
as it is not yet a mineral exporting or revenue
tackling the acute power shortage, particularly in
generating company. Furthermore, the MCPP is
Southern Africa .
operatIonal
coal
Mbeya Coal to Power Project (MCPP)
During 2017 Kibo continued to make steady
progress on moving the MCCP, towards Financial
Close in preparation for the commencement of
recognised by the Tanzanian Government as a key
piece of energy infrastructure development where
the primary consumer for the mined coal will be
the associated thermal power plant and thus it
will be an in country project providing for much
needed additional electricity generation capacity
in Tanzania.
Despite
the
changing mining
regulatory
environment in Tanzania during 2017 noted above,
VII KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2017
Regional distribution
of Kibo Projects in Tanzania
Kibo made further steady progress on the MCPP
•
Indicative post-tax payback:
development. In January, the Company announced
the completion of a key document, the Integrated
Bankable Feasibility Study (IBFS) on the project.
• Equity Payback period: 4 to 5 years
• Debt Payback Period: 11 to 12 years
The highlights included:
• Sufficient additional coal resources available
from the Mbeya Coal Mine to expand the
• Total capital requirement for the integrated
power station to more than double the current
project reduced 21.1 % from the original
design size and plant life. In this regard, the
integrated prefeasibility study ( IPFS) figure;
plant design already makes provision for a
•
Indicative MCPP
total
revenue over an
assumed 25-year life of project (Note: the final
life of project will be fixed by the final PPA) of
approximately US$7.5 to US$8.5 billion;
•
Indicative post tax Equity IRR between 21%
and 22%, an increase of 11% on the indicative
IPFS post-tax Equity
IRR, based on the
following conservative debt assumptions:
future second stage expansion to 600MW (i.e.
a further 300MW of capacity with the potential
for a third stage expansion of a further 400MW
in the long term);
• Technical and environmental risk assessment
confirmed construction–ready state of the
project, with no ‘red flags’ on the environmental
side, bearing in mind the clean coal nature of
the plant design, and
• Debt tenor: 12 years;
• The MCPP
can be
constructed
and
• All in interest rate (post construction): 10%;
and DSRA facility: 6 months
• Post tax Project IRR ranging between 14.7%
and 16%; and
commissioned within the previously projected
schedule duration of 36 months.
In March 2017, the Company announced the signing
of a Memorandum Of Understanding (“MOU”) with
KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2017 VIII
southern Tanzania based cement manufacturer,
departments and the implementation of new
Mbeya Cement Ltd, to develop a strategic regional
mining legislation.
collaboration and reciprocal supply of materials
agreement. This was a first step in the Company’s
While
these meetings with
the Tanzanian
strategy of developing a diversified
internal
Government were on-going, two
important
market for its coal product while simultaneously
operational milestones for the MCPP development
developing synergistic relationships with existing
were concluded. Firstly, at the end of August,
local industries and supporting regional socio-
Kibo conditionally awarded the Transmission
economic development. The MOU commits the
Line contract (for the evacuation of power from
companies to explore business collaboration
the MCPP power plant to the Songwe District
whereby Kibo will supply Mbeya Cement with coal,
sub-station) to SEPCO III following an in-country
fly ash and power for its cement plant while Mbeya
line survey and a bid review process conducted
Cement will supply cement for the construction of
by Kibo and Tractebel Engineering. Secondly, in
the Mbeya coal and power plants. The companies
October 2017, the Tanzanian Government granted
also committed to collaborate on seeking adequate
an Environmental and Social Impact Assessment
supply of limestone for their respective operations
(ESIA) certificate to both the MCPP coal mine
and to explore how they could work together
and power plant. The awarding of this certificate
with regional development partners to maximize
concluded a lengthy process of field studies, multi-
the socio-economic benefits of their operations
stakeholder engagement and detailed critical
for the region. Also in March 2017, the Company
review by the Tanzanian authorities and represents
announced the opening of two new classrooms
a robust social and environmental licence for Kibo
at Meheza and Namkukwe villages in the Songwe
to develop and operate the MCPP.
Region near the MCPP site whose construction it
had funded as part of an on-going commitment to
The final critical agreement for the MCPP to
support education in the region.
move to Financial Close, a PPA with the Tanzanian
Government, reached an important interim stage
Company activity in the second half of 2017
in February 2018 with the signing of an MOU
was dominated by extensive meetings with
MCPP Project tenements at 31st Dec 2017
Tanzanian Government bodies and other
MCPP stakeholders. These meetings were
primarily focused on agreeing the scope
and timeline for the negotiation of a PPA for
the MCPP. Significant encouragement for
this process was received by Kibo from the
Tanzanian Government (Ministry of Energy
and Minerals) at the start of June 2017 where
it provided written reconfirmation of its
support for the MCPP asking for the project
to be expedited. This timely boost to the
MCPP was reassuring as it came at a time
of on-going policy reviews, management
changes within key Tanzanian Government
IX KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2017
Mabeskwa Coal Project Location
between the Company and TANESCO which sets
mined and USD 0.0225 per kilowatt hour of power
out clear guidelines, deliverables and timelines
produced should the project go into production.
for the conclusion of the PPA. These included a
The MCIPP is in north eastern Botswana and
commitment by the Tanzanian Government to
comprises a 300 Mt subset of a 777 Mt Coal
expedite the negotiation process to finalise a full
Resource (Mabesekwa Coal Resource) for which a
PPA which it had previously agreed to complete by
scoping study on a linked coal fired thermal power
the end of Q1 2018 although this will clearly now
plant has already been completed by Sechaba.
take a little longer.
The project has many similarities with Kibo’s
more advanced MCPP project and the synergies
Mabesekwa Coal
Independent Power Project
therein across economies of scale in equipment,
(“MCIPP”)
execution, project finance should benefit the rapid
The Company announced the terms for the
advancement of the MCIPP. Additionally, the key
acquisition of an 85% interest in a company
strategic partnerships that Kibo have established
holding a Botswanan coal-to-power project, the
on the MCPP can be leveraged to the MCIPP.
Mabesekwa Coal
Independent Power Project
(MCIPP), in November 2017. The project interest
The MCIPP is 64 km south-west of the city of
was acquired from Sechaba Natural Resources
Francistown and is located about 100 km and 200
Limited (“Sechaba”) a subsidiary of Shumba Energy
km respectively from the Zimbabwean and South
Limited (“Shumba”), a regional power producer
African borders. Critically, it is close to road, rail, air
in the southern African region for 153.71 m
and power grid links and ideally located for the
new shares in Kibo in an all share transaction
evacuation of power to the South African market.
which recently completed in April 2018. Under
The urgent demand for additional baseload
the terms of the acquisition, Sechaba retains
power generation in South Africa is reflected
modest production royalties from the Company
in the country’s so called Cross Border Project
holding the MCIPP of USD 0.50 per tonne of coal
initiative where the South African Government is
KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2017 X
Katoro’s Imweru & Lubando Projects
at 31st Dec, 2017
encouraging independent power producers (IPPs)
Kibo plans to continue with development plans
in neighbouring countries to export base load
already started by Sechaba for the construction
power to the South African grid. The South African
of a coal mine and a linked thermal power station
Government has earmarked 3,750 megawatts to
for export of power into the South African market.
be generated from coal from cross border projects.
As already noted, the South African Government
The 1Mabesekwa Coal Resource (777 Mt, of which
the MCIPP holding company has excised 300Mt) is
is actively encouraging the import of power from
IPPs located both within and outside South Africa
to guarantee its future electricity supply security.
located within the Foley Coal Field located at the
Kibo’s initial work will be to produce a new Coal
north-eastern end of the coal bearing Kalahari
Resource statement for the 300 Mt subset that
Karoo Basin which covers about 70% of Botswana.
the MCIPP holding company has excised from the
It comprises up to 5 flat lying coal seams with
existing Mabesekwa Coal Resource and use it as an
average thicknesses of 3-6m although locally
input to definitive feasibility studies on a combined
individual seams can be much thicker.
coal mine and power plant. Under the terms of
the acquisition agreement with Shumba, Shumba
The coal occurs at depths of 50-60 metres, from
granted Kibo rights of first refusal on any energy
the surface and is accessible to open pit mining.
projects Shumba may pursue within six years
The coal is classified as sub-bituminous in rank
of the completion date of the transaction, while
and is ideal for thermal power generation. Shumba
Kibo provided similar rights to Shumba over coal
Energy has already carried out conceptual studies
export projects that Kibo may pursue. This will put
and technical work on the coal to power project
Kibo in a good position to implement its strategy
including a prefeasibility study for the mining
of building a diversified portfolio of strategically
of the Coal Resource, a scoping study on the
located energy assets across Africa.
power plant and advanced engagement with the
relevant Botswanan and South African licencing
1
Reference
should be made
to
the Company’s RNS
authorities, government departments and other
announcements of the 30th November 2017 and the 3rd
key stakeholders in the project. Shumba has also
April 2018 for full details on the Mabesekewa Coal Resource, a
completed an Environmental and Social Impact
Study on the mine and power plant for which it
has received government certification as well as
Competent Person’s statement and the Company’s attributable
interest. The Company confirms that there has been no material
change to the Mabesekwa Coal Resource since the Coal Resource
estimate was first published as part of the Company’s RNS of
having secured water and land use permits.
the 30th November 2017.
XI KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2017
Imweru Phase 1 Drill Plan 2017
Gold
Imweru & Lubando
During 2017, Kibo completed the divestment of
its two gold projects, Imweru and Lubando, to a
production rate indicated and the opportunity to
significantly increase this should further resource
delineation drilling prove successful. The current
JORC-compliant gold 2Mineral Resource at Imweru
stands at 11.6 Mt at 1.38 g/t (515,110 oz).
gold focused AIM listed company, Katoro Gold
Following the admission to AIM in May, Katoro
PLC to release value in them for shareholders. This
began an Initial drill programme at Imweru which
divestment was accomplished by means of the
it completed in July for a total of 31 holes and 3,410
transaction with Opera Investments PLC whereby
metres. The purpose of the drill programme was to
Opera acquired the Imweru and Lubando projects
provide samples to support the resource update,
from Kibo for the issue of 61 million new shares
mine design, extraction process and pit design
in Opera to Kibo thereby making Kibo the largest
components of a prefeasibility study, an interim
shareholder in Opera with an initial shareholding
step in the completion of the DMFS.
of 57.1%. As part of the transaction, Opera was
renamed Katoro Gold PLC and admitted to AIM
Unfortunately, the drill programme execution
on 23 May 2017. AIM admission was accompanied
coincided with major changes
in Tanzanian
by a placing of £1.5 million which is being used to
mining legislation, one of which resulted in
advance gold mine development at Imweru.
stricter regulations and procedures around export
of drill samples for analysis. While this caused
Katoro’s near term objective is to complete a
some delay, Katoro quickly adjusted to the new
Definitive Mining Feasibility Study (“DMFS”) at
regime. Samples for gold assay were dispatched
Imweru and, contingent on a positive outcome, to
to a reputable
laboratory
in Tanzania thus
construct a gold mine with a near term production
avoiding any delays under the new export rules.
of 50,000 oz per year. An initial scoping study
Drill samples for metallurgical and geotechnical
by Kibo in 2015 demonstrated the potential for
analyses were exported to laboratories in South
a mine developed at Imweru, with the initial
Africa as no facilities for such analyses are
KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2017 XII
available in Tanzania. The export of these samples
personnel and consultants are busily working on
was delayed somewhat as Katoro took time to
the completion of a Mineral Resource update at
comply with the new export regulations and
Imweru and the completion of a pre-feasibility
was not fully completed until September. During
study, an interim step to the completion of the
the second half of 2017, Katoro was granted
DMFS. The prefeasibility study has been greatly
certification and approval from the relevant
enabled by a Lidar survey completed during
Tanzanian environmental authority for the terms
November 2017, the results from which has allowed
of reference and scoping report for the Imweru
an accurate digital terrain model of the proposed
ESIA. This enabled the final phase of the ESIA study
Imweru mine site be constructed. This will greatly
to proceed. During the same period, Katoro also
facilitate, resource updates, pit optimisations and
submitted a Mining Licence application for the
mine designs to be concluded with a high degree
development of a mine at Imweru. These two
of accuracy.
critical elements for the DMFS were accomplished
about two months ahead of schedule and as a
result of the rapid completion of the initial drill
programme and follow-up ESIA related fieldwork
Katoro also plans to develop the Lubando project
which contains a current JORC-compliant 2Mineral
Resource of 6.8 Mt @ 1.10g/t (239,870 oz.) and
and preparatory work by Kibo operational staff
evaluate the other earlier stage mineral licences
and consultants who are still working on behalf of
with excellent gold discovery potential that it
Katoro following its admission to AIM in May 2017.
holds. These offer Katoro the opportunity to
Katoro received results from all the sample streams
of northern Tanzania (Lake Victoria Goldfields)
at the end of September and Katoro’s technical
where a number of large gold mines are already in
expand its gold resource inventory in this part
Haneti showing aeromagnetic interpretation & drill targets
XIII KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2017
Nickeliferous laterite scree
- Haneti
production e.g. Bulyanhulu and Geita. In addition
strike length where the potential for the outlining
to Lubando, the immediate exploration interest
of additional drill targets has been established.
is in strong gold-in-soil anomalies west of the
The need for an increasing allocation of company
Imweru Mineral Resource at Sheba which are at
resources to its flagship project, the MCPP, during
the drill-ready stage and will be tested as part of
2017 as it approaches Financial Close has meant
Katoro’s medium term exploration strategy for the
that no field work has been conducted on Haneti
area. The greater Lubando project also comprises a
during the period. The Haneti Project has no
large area of gold prospective exploration ground
carrying value in these annual financial statements.
both east and west of the existing Lubando Mineral
Resource at Pamba and Busolwa respectively.
relInQuISHed proJectS
2
Reference should be made to the Competent Person’s Reports
contained within Katoro’s AIM Admission Document published
on the 23rd May 2017 found on the Katoro website www.
Morogoro Gold and Pinewood Uranium Projects
The Company terminated, by mutual consent, its
katorogold,com for full details on the Imweru and Lubando
joint venture agreements with Metal Tiger PLC on
Mineral Resources and a Competent Person’s statement. The
Company confirms that there have been no material changes
to the Imweru and Lubando Mineral Resources since the
publication of the Katoro AIM Admission Document.
nIcKel
Haneti Project
these projects during 2017 and relinquished the
licence portfolios back to the Tanzanian Ministry
of Energy and Minerals. This decision reflects a
decision by the Kibo to focus its resources on its
development and more advanced projects (and
those of Katoro Gold PLC) i.e. the MCPP, Haneti,
Imweru and Lubando projects. Morogoro and
Pinewood were early stage exploration projects
Kibo continued to maintain its Haneti nickel
and their higher risk profile was considered
project in good standing during 2017 while it seeks
not compatible with the Kibo’s current project
a suitable joint venture partner or alternative
development status and the increased resources
funding option to enable it to implement the
(financial and operational) required for allocation
next phase of exploration. It has a budgeted
to its development projects.
drill programme prepared
for
immediate
implementation should the appropriate funding
corporate
become available. Haneti contains two well
resolved nickel-copper-PGM targets arising from
substantial previous field investigations by Kibo
within a large mafic-ultramafic belt up to 80 km
On the corporate front the Company continued to
manage its funding prudently by taking advantage
of the value in its assets, particularly the MCPP,
KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2017 XIV
Kibo Management & Consultants
- MCPP Field Visit 2017
to source alternative funding opportunities. In
to further fund expansion and operational cash
this regard, it continued its relationship with
requirements. Further details of the directors’
Sanderson Capital Partners Ltd (“Sanderson”)
assessment of going concern are given on page
by drawing £2 million of the available funding
8. The Company also settled a small number of
from its forward payment facility agreed with
invoices from current service providers in Kibo
Sanderson in December 2016, of which £790,000
shares as well as deferring costs under MCPP
had been settled through the issue of shares to
related engagement contracts until Financial
Sanderson during 2017 with a further settlement
Close. These financial arrangements were
in 2018 amounting to £565,208 of which
possible as a result of strong confidence by all
£365,500 was shares. Furthermore, the Company
concerned in the Company’s ability to deliver the
appointed two new joint Brokers during March
MCPP following the strongly positive results from
2018 from which £2.25 million gross was raised
the mining and power feasibility studies.
Drilling at night
– Imweru
XV KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2017
f inanCia l
statements
KiBo mining plC
annual finanCial statements for
the year ended 31 deCemBer 2017
KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2017 XVI
C ont en ts
CORPORATE DIRECTORY
DIRECTORS’ REPORT
INDEPENDENT AUDITOR’S REPORT
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
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NOTES TO THE CONSOLIDATED AND COMPANY FINANCIAL STATEMENTS
ANNEXURE 1: HEADLINE EARNINGS PER SHARE
1
3
13
17
18
19
20
21
22
23
24
34
56
KIBO MINING PLC
CORPORATE DIRECTORY
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2017
BOARD OF DIRECTORS:
Christian Schaffalitzky
Louis Coetzee
Noel O’Keeffe
Andreas Lianos
Lukas Maree
Wenzel Kerremans
Chairman (Non-Executive)
Chief Executive Officer
Technical Director (Non-Executive)
Financial Director (Non-Executive)
Executive Director
Non-Executive Director
COMPANY SECRETARY:
Noel O’Keeffe
REGISTERED OFFICE:
BUSINESS ADDRESS - IRELAND:
BUSINESS ADDRESS - TANZANIA:
17 Pembroke Street Upper
Dublin 2
Ireland
Gray Office Park
Galway Retail Park
Headford Road
Galway, Ireland
Telephone: +353 91 511463
Fax +353 91 450018
Email: info@kibomining.com
th
Floor, Wing A
Amani Place
10
Ohio Street
Dar es Salaam, Tanzania
Telephone: +255 22 2127857
Fax +255 22 2126049
AUDITORS
Saffery Champness LLP
71 Queen Victoria Street
London EC4V 4BE
STOCK EXCHANGE LISTING:
London Stock Exchange: AIM - (Share code: KIBO) – Primary
Johannesburg Stock Exchange: JSE Alt X - (Share Code: KBO) – Secondary
Ireland & United Kingdom
SHARE REGISTRARS:
Link Registrars Ltd
2 Grand Canal Square
Dublin 2
D02 A342
South Africa
th
Floor
Link Market Services South Africa (Pty) Ltd
13
19 Ameshoff Street
Braamfontein
South Africa
PRINCIPAL BANKERS:
Allied Irish Banks Plc
Tuam Road
Galway
Ireland
1 KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2017
1
KIBO MINING PLC
CORPORATE DIRECTORY
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2017
JOINT BROKERS:
SOLICITORS:
SVS Securities Limited
20 Ropemaker Street
London
EC2Y 9AR
Novum Securities Limited
8-10 Grosvenor Gardens
London
SW1W 0DH
As to Irish Law:
OBH Partners
17 Pembroke Street Upper
Dublin 2
Ireland
As to English Law:
Druces LLP
Salisbury House
London Wall
London EC2M 5PS
As to Tanzanian Law:
ENSafrica Tanzania Attorneys
6th floor, International House
cnr. Shaaban Robert Street and Garden Avenue
PO BOX 7495
Dar es Salaam
Tanzania
UK NOMINATED ADVISER:
JSE DESIGNATED ADVISER:
UK PUBLIC RELATIONS:
WEBSITE:
RFC Ambrian Limited
Level 5, Condor House
10 St Paul’s Churchyard
London, EC4M 8AL
River Group
211 Kloof Street
Waterkloof
Pretoria, South Africa
St. Brides Partners Ltd
3 St. Michael’s Alley
EC3V 9DS
www.kibomining.com
DATE OF INCORPORATION:
17 January 2008
REGISTERED NUMBER:
451931
KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2017 2
2
KIBO MINING PLC
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2017
CORPORATE DIRECTORY
KIBO MINING PLC
DIRECTORS’ REPORT
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2017
JOINT BROKERS:
SOLICITORS:
SVS Securities Limited
20 Ropemaker Street
London
EC2Y 9AR
Novum Securities Limited
8-10 Grosvenor Gardens
London
SW1W 0DH
As to Irish Law:
OBH Partners
17 Pembroke Street Upper
Dublin 2
Ireland
As to English Law:
Druces LLP
Salisbury House
London Wall
London EC2M 5PS
As to Tanzanian Law:
PO BOX 7495
Dar es Salaam
Tanzania
RFC Ambrian Limited
Level 5, Condor House
10 St Paul’s Churchyard
London, EC4M 8AL
River Group
211 Kloof Street
Waterkloof
Pretoria, South Africa
St. Brides Partners Ltd
3 St. Michael’s Alley
EC3V 9DS
www.kibomining.com
ENSafrica Tanzania Attorneys
6th floor, International House
cnr. Shaaban Robert Street and Garden Avenue
UK NOMINATED ADVISER:
JSE DESIGNATED ADVISER:
UK PUBLIC RELATIONS:
WEBSITE:
DATE OF INCORPORATION:
17 January 2008
REGISTERED NUMBER:
451931
The Board of Directors present their Annual Report together with the audited annual financial statements for the year
ended 31 December 2017 of Kibo Mining Plc (“the Company”) and its subsidiaries (collectively “the Group”).
The Board comprises a Non-Executive Chairman, two Executive Directors and four 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 Company'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 Company and facilitate them in discharging their duties.
At the date of this report, the board of Directors comprised:
Christian Schaffalitzky - Chairman (Non-Executive)
Louis Coetzee - Chief Executive Officer (Executive)
Andreas Lianos - Financial Director (Non-Executive)
Noel O’Keeffe - Technical Director (Non-Executive)
Lukas Maree - Executive Director
Wenzel Kerremans - (Non-Executive Director)
Christian Schaffalitzky, BA (Mod), FIMMM, PGeo, CEng, Age 64 – 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 is a former independent director on the boards of Russian companies,
Raspadskaya Coal Company and Chelyabinsk Zinc.
Louis Coetzee, BA, MBA, Age 53 – Chief Executive Officer (Executive)
Louis Coetzee has over 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 54 – Technical Director (Non-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.
2
3 KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2017
3
KIBO MINING PLC
DIRECTORS’ REPORT
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2017
Lukas Marthinus Maree, BLC, LLB, Age 54 – (Executive)
Lukas 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.
Wenzel Kerremans, B. Proc, LLB, LLM, Adv. Dip. Age 60 – (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. Wenzel is also the principal and director of a gold, graphite and
coal exploration project in Africa.
Andreas (Andrew) Lianos, CA(SA), ACA, ACMA, Age 53 –Financial Director (Non-Executive)
Andrew is a chartered accountant (CA (SA)), certified management accountant (ACMA), certified internal auditor 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. 20 years ago, Andrew co-founded the River
Group, Kibo’s JSE Designated and Corporate Advisor and is a director of River Capital Partners Ltd. He is also currently
a director of Boudica Trust Co Limited (trading as Boudica Group). 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 continued to decrease its exploration ground holdings in Tanzania during the period, and furthered the
development of its feasibility studies towards mining of the identifiable viable resources.
Principal Risks and Uncertainties
The realisation of exploration and evaluation assets is dependent on the discovery and successful development of
economic mineral reserves and is subject to a number of significant potential risks summarised as follows, and
described further below:
•
•
•
•
•
•
•
•
•
•
Financial instrument & Foreign exchange risk ;
Strategic risk;
Funding risk;
Commercial risk;
Operational risk;
Staffing and Key Personnel Risks;
Speculative Nature of Mineral Exploration and Development;
Political Stability; and
Uninsurable Risks; and
Foreign investment risks including increases in taxes, royalties and renegotiation of contracts.
KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2017 4
4
KIBO MINING PLC
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2017
DIRECTORS’ REPORT
KIBO MINING PLC
DIRECTORS’ REPORT
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2017
Lukas Marthinus Maree, BLC, LLB, Age 54 – (Executive)
Financial instrument and foreign exchange risk
Lukas 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.
Wenzel Kerremans, B. Proc, LLB, LLM, Adv. Dip. Age 60 – (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. Wenzel is also the principal and director of a gold, graphite and
coal exploration project in Africa.
Andreas (Andrew) Lianos, CA(SA), ACA, ACMA, Age 53 –Financial Director (Non-Executive)
Andrew is a chartered accountant (CA (SA)), certified management accountant (ACMA), certified internal auditor 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. 20 years ago, Andrew co-founded the River
Group, Kibo’s JSE Designated and Corporate Advisor and is a director of River Capital Partners Ltd. He is also currently
a director of Boudica Trust Co Limited (trading as Boudica Group). 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 continued to decrease its exploration ground holdings in Tanzania during the period, and furthered the
development of its feasibility studies towards mining of the identifiable viable resources.
Principal Risks and Uncertainties
The realisation of exploration and evaluation assets is dependent on the discovery and successful development of
economic mineral reserves and is subject to a number of significant potential risks summarised as follows, and
described further below:
Financial instrument & Foreign exchange risk ;
•
•
•
•
•
•
•
•
•
•
Strategic risk;
Funding risk;
Commercial risk;
Operational risk;
Political Stability; and
Uninsurable Risks; and
Staffing and Key Personnel Risks;
Speculative Nature of Mineral Exploration and Development;
Foreign investment risks including increases in taxes, royalties and renegotiation of contracts.
The Company and Group are exposed to risks arising from financial instruments held and foreign exchange
transactions entered into throughout the period. These are discussed in Note 25 to the Annual Financial Statements.
Strategic risk
Significant and increasing competition exists for mineral acquisition opportunities throughout the world. As a result
of this competition, the Company 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 Company will acquire any interest
in additional operations that would yield reserves or result in commercial mining operations. The Company expects
to undertake sufficient due diligence where warranted to help ensure opportunities are subjected to proper
evaluation.
Funding risk
In the past the Company has raised funds via equity contributions from new and existing shareholders, thereby
ensuring the Company remains a going concern until such time that revenues are earned through the sale or
development and mining of a mineral deposit. There can be no assurance that such funds will continue to be available
on reasonable terms, or at all in future. The Directors regularly review cash flow requirements to ensure the Company
can meet financial obligations as and when they fall due.
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 Company properties can be mined at a profit. Factors beyond the control of the
Company 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
Company expects that prior to a development decision, a project would be the subject of a feasibility analysis to ensure
there exists an appropriate level of confidence in its economic viability.
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 Company’s operations and its financial results. The Company 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 Company’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 Company 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 Company’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 Company.
Speculative Nature of Mineral Exploration and Development
In addition to the above there can be no assurance that the current exploration programs 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
Company’s assets.
4
5 KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2017
5
KIBO MINING PLC
DIRECTORS’ REPORT
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2017
Development of the Company’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 Company’s
properties move from the exploration phase to the development phase. Management continuously assesses funding
requirements against project viability and prioritise key projects over the short to medium term. As the key projects
such as MCPP is moving closer to development phase the risk is further reduced.
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 Company 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 Company’s ability to develop the projects.
Uninsurable Risks
The Company 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. The company chooses to manage these risks, as best possible, through cautious business
practice, on a continuous business.
Foreign investment risks including increases in taxes, royalties and renegotiation of contracts
The Group is subject to risk arising from the ever-changing economic environment in which its subsidiaries operate,
mainly driven by the changing regulatory environment governing corporate taxation, transfer pricing and other
investment related operational activities. The Group continues to re-assess its investment decisions in order to limit
exposure to the ever-changing regulatory environment in which it operates.
Results
The result for the year after providing for depreciation and taxation amounted to a loss of £4,519,813 for the year
ended 31 December 2017 (31 December 2016: 3,585,416).
Post Statement of Financial Position events
There have been no material post reporting date events other than those stated in Note 26 to these consolidated
annual financial statements.
Directors Interests
The interests of the Directors and Company Secretary (held directly and indirectly), 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)
12/06/18
31/12/17
31/12/16
Directors & Secretary
Christian Schaffalitzky
Noel O’Keeffe
Louis Coetzee
Lukas Maree
Wenzel Kerremans
Andreas Lianos
2,119,842
3,591,447
8,065,996
2,934,200
376,241
7,588,633
2,119,842
3,591,447
8,065,996
2,934,200
376,241
7,588,633
2,119,842
2,291,447
6,765,996
2,934,200
376,241
6,288,633
KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2017 6
6
KIBO MINING PLC
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2017
DIRECTORS’ REPORT
KIBO MINING PLC
DIRECTORS’ REPORT
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2017
Development of the Company’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 Company’s
properties move from the exploration phase to the development phase. Management continuously assesses funding
requirements against project viability and prioritise key projects over the short to medium term. As the key projects
such as MCPP is moving closer to development phase the risk is further reduced.
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 Company 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 Company’s ability to develop the projects.
Uninsurable Risks
Share Options (held directly and indirectly)
12/06/18
31/12/17
31/12/16
Directors & Secretary
Christian Schaffalitzky
Louis Coetzee
Noel O’Keeffe
Lukas Maree
Wenzel Kerremans
Andreas Lianos
-
-
-
-
-
-
700,000
2,200,000
2,000,000
700,000
700 000
2,000,000
700,000
2,200,000
2,000,000
700,000
700,000
2,000,000
The above share options in issue were exercisable at a price of £0.050 at any time up to 1 June 2018.
For further detail surrounding the ordinary shares and share options in issue, refer to Notes 15 and 17 of the annual
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 24 to the annual financial statements.
Directors meetings
The Company 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. The company chooses to manage these risks, as best possible, through cautious business
practice, on a continuous business.
Foreign investment risks including increases in taxes, royalties and renegotiation of contracts
Director Name
Position
The Company held 14 (fourteen) 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 2017 were:
Number of
Meetings
Attended
Number of
Meetings Eligible
to Attend
The Group is subject to risk arising from the ever-changing economic environment in which its subsidiaries operate,
mainly driven by the changing regulatory environment governing corporate taxation, transfer pricing and other
investment related operational activities. The Group continues to re-assess its investment decisions in order to limit
exposure to the ever-changing regulatory environment in which it operates.
Results
Christian Schaffalitzky
Louis Coetzee
Andreas Lianos
Noel O’Keeffe
Lukas Maree
Wenzel Kerremans
Chairman
Chief Executive Officer
Non-Executive Financial Director
Non-Executive Technical Director
Executive Director
Non-Executive Director
13
14
14
14
13
14
14
14
14
14
14
14
The result for the year after providing for depreciation and taxation amounted to a loss of £4,519,813 for the year
ended 31 December 2017 (31 December 2016: 3,585,416).
Post Statement of Financial Position events
In terms of the Company’s 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 2017 were:
Number of
Meetings
Attended
Number of
Meetings Eligible
to Attend
Director Name
Position
Christian Schaffalitzky
Wenzel Kerremans
Lukas Maree
Chairman (Non-Executive)
Non-Executive Director
Executive Director
2
2
2
2
2
2
The Company held 1 (one) Remuneration Committee meeting during the reporting period and the number of meetings
attended by each of the members during the year to 31 December 2017 were:
Number of
Meetings
Attended
Number of
Meetings Eligible
to Attend
Director Name
Position
Christian Schaffalitzky
Wenzel Kerremans
Lukas Maree
Chairman (Non-Executive)
Non-Executive Director
Executive Director
7
1
1
1
1
1
1
7 KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2017
There have been no material post reporting date events other than those stated in Note 26 to these consolidated
annual financial statements.
Directors Interests
The interests of the Directors and Company Secretary (held directly and indirectly), 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)
12/06/18
31/12/17
31/12/16
Directors & Secretary
Christian Schaffalitzky
Noel O’Keeffe
Louis Coetzee
Lukas Maree
Wenzel Kerremans
Andreas Lianos
2,119,842
3,591,447
8,065,996
2,934,200
376,241
7,588,633
2,119,842
2,291,447
6,765,996
2,934,200
376,241
6,288,633
2,119,842
3,591,447
8,065,996
2,934,200
376,241
7,588,633
6
KIBO MINING PLC
DIRECTORS’ REPORT
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2017
The Company held 1 (one) Governance Committee meeting during the reporting period and the number of meetings
attended by each of the members during the year to 31 December 2017 were:
Number of
Meetings
Attended
Number of
Meetings Eligible
to Attend
Director Name
Position
Christian Schaffalitzky
Wenzel Kerremans
Lukas Maree
Significant Shareholdings
Chairman (Non-Executive)
Non-Executive Director
Executive Director
1
1
1
1
1
1
The Company has been informed that, in addition to the interests of the Directors, at 31 December 2017 and at the
date of this report, the following shareholders own 3% or more beneficial interest, either direct or indirect, of the
issued share capital of the Company, which is considered significant for disclosure purposes in the annual financial
statements:
Percentage of issued share capital
12/06/18
31/12/2017
31/12/16
Sanderson Capital Partners Ltd
Sechaba Natural Resources Limited
* Beneficial interest was below 3%, and thus considered not to be a significant shareholder under the AIM Rules for companies.
5.28%
25.47%
4.15%
-
*
-
Subsidiary Undertakings
Details of the Company’s subsidiary undertakings are set out in Note 23 to the annual financial statements.
Political Donations
During the period, the Group made no charitable or political contributions (2016: £ nil).
Going Concern
The Company and Group’s ability to continue as a going concern is dependent on the sourcing of additional funding
by the Directors for the foreseeable future. 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.
The capital-raising subsequent to appointing the new Joint Brokers during March and April 2018 has provided further
cash resources in order to ensure prospecting activities are continued as planned without interruption. The
prospective conclusion of the Power Purchase Agreement with the Tanzania Electric Supply Company will provide
the Group with access to a currently under-served market. This project is considered our flag-ship project and will
place the Group in a favourable position to request additional funding from financers whom have supported the Group
historically due to the potential for return on their investments.
The directors are also following an active approach to continuously reduce administrative costs in order to alleviate
the pressure on cash flow. Furthermore, while the conclusion of the Power Purchase Agreement with the Tanzania
Electric Supply Company is being finalised, the Group continues to minimize exploration activities in order to
prioritise the MCPP.
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.
KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2017 8
8
KIBO MINING PLC
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2017
DIRECTORS’ REPORT
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2017
KIBO MINING PLC
DIRECTORS’ REPORT
Environmental responsibility
The Company held 1 (one) Governance Committee meeting during the reporting period and the number of meetings
attended by each of the members during the year to 31 December 2017 were:
Director Name
Position
Number of
Meetings
Attended
Number of
Meetings Eligible
to Attend
The Company 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
Christian Schaffalitzky
Wenzel Kerremans
Lukas Maree
Significant Shareholdings
Chairman (Non-Executive)
Non-Executive Director
Executive Director
1
1
1
1
1
1
The Company has been informed that, in addition to the interests of the Directors, at 31 December 2017 and at the
date of this report, the following shareholders own 3% or more beneficial interest, either direct or indirect, of the
issued share capital of the Company, which is considered significant for disclosure purposes in the annual financial
statements:
Percentage of issued share capital
12/06/18
31/12/2017
31/12/16
Sanderson Capital Partners Ltd
5.28%
4.15%
*
Sechaba Natural Resources Limited
* Beneficial interest was below 3%, and thus considered not to be a significant shareholder under the AIM Rules for companies.
25.47%
-
-
Subsidiary Undertakings
Details of the Company’s subsidiary undertakings are set out in Note 23 to the annual financial statements.
Political Donations
During the period, the Group made no charitable or political contributions (2016: £ nil).
Going Concern
The Company and Group’s ability to continue as a going concern is dependent on the sourcing of additional funding
by the Directors for the foreseeable future. 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.
The capital-raising subsequent to appointing the new Joint Brokers during March and April 2018 has provided further
cash resources in order to ensure prospecting activities are continued as planned without interruption. The
prospective conclusion of the Power Purchase Agreement with the Tanzania Electric Supply Company will provide
the Group with access to a currently under-served market. This project is considered our flag-ship project and will
place the Group in a favourable position to request additional funding from financers whom have supported the Group
historically due to the potential for return on their investments.
The directors are also following an active approach to continuously reduce administrative costs in order to alleviate
the pressure on cash flow. Furthermore, while the conclusion of the Power Purchase Agreement with the Tanzania
Electric Supply Company is being finalised, the Group continues to minimize exploration activities in order to
prioritise the MCPP.
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.
8
There have been no dividends declared or paid during the current financial period (2016: £ 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 Company. The principal risks that the Company 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 Company’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 Company’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 Company subscribes to the values of good corporate governance at all levels and is committed to conduct business
with discipline, integrity and social responsibility. The Board of Directors is firmly committed to promoting Kibo
Mining Plc’s adherence to the principles contained in the King Code on Corporate Governance (the Code). 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 14 (fourteen) 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 are Christian Schaffalitzky, Lukas 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
financial governance principles.
9 KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2017
9
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2017
KIBO MINING PLC
DIRECTORS’ REPORT
These include:
•
•
•
•
•
•
•
•
the establishment of an Audit Committee to guide the audit approach, as well as its modus operandi and the
rules that govern the audit relationship;
assess the processes relating to and the results emanating from the Group’s risk and control environment;
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 committee met twice during the current year.
Remuneration Committee
The members of the remuneration committee are Christian Schaffalitzky, Wenzel Kerremans and Lukas 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 met once during the current year.
Governance Committee
The members of the governance committee are Christian Schaffalitzky, Lukas Maree and Wenzel Kerremans.
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:
monitoring 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.
The committee met once during the current year.
Internal Audit
The Company 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.
Health, Safety and Environmental Policy
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
KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2016 10
Environmental performance.
10
KIBO MINING PLC
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2017
KIBO MINING PLC
DIRECTORS’ REPORT
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2017
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
Integrated Reporting is defined 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 its sub-committees are in the process of assessing the principles and practices of integrated reporting and
sustainability reporting 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.
Statement of Directors Responsibility
The Directors are responsible for preparing the Group and Company financial statements in accordance with
applicable Laws and Regulations.
Irish 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 (IFRS) as adopted by the European Union (EU IFRS) and
have elected to prepare the Company financial statements in accordance with International Financial Reporting
Standards (IFRS) as adopted by the European Union (EU IFRS), as applied in accordance with the provisions of the
Companies Act 2014.
•
•
•
•
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 Act 2014 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 accounting records 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 Act 2014, 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
11 KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2016
size, stage of development and financial status of the Group.
11
DIRECTORS’ REPORT
These include:
•
•
•
•
•
•
•
•
the establishment of an Audit Committee to guide the audit approach, as well as its modus operandi and the
rules that govern the audit relationship;
assess the processes relating to and the results emanating from the Group’s risk and control environment;
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 committee met twice during the current year.
Remuneration Committee
The members of the remuneration committee are Christian Schaffalitzky, Wenzel Kerremans and Lukas 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 met once during the current year.
Governance Committee
The members of the governance committee are Christian Schaffalitzky, Lukas Maree and Wenzel Kerremans.
The Governance Committee has set out its roles and responsibilities within its charter and ensured that it is aligned
to good financial governance principles.
monitoring 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
•
•
These include:
reporting.
The committee met once during the current year.
Internal Audit
The Company 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.
Health, Safety and Environmental Policy
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.
10
KIBO MINING PLC
DIRECTORS’ REPORT
The Board
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2017
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 2 (two) executive Directors and 4 (four) non-executive Directors. The
Board met formally on 14 (fourteen) occasions during the year ended 31 December 2017. 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.
Accounting records
The measures taken by the Directors to ensure compliance with the requirements in Sections 281 to 285 of the
Companies Act 2014, 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.
Compliance statement
The Directors acknowledge that they are responsible for securing the Company's compliance with the Company's
''relevant obligations'' within the meaning of section 225 of the Companies Act 2014 (described below as the
''Relevant Obligations'').
The Directors confirm that they have:
•
•
drawn up a compliance policy statement setting out the Company's policies (that are, in the opinion of the
directors, appropriate to the Company) in respect of the Company's compliance with its Relevant Obligations;
put in place appropriate arrangements or structures that, in the opinion of the Directors, provide a reasonable
assurance of compliance in all material respects with the Company's Relevant Obligations; and
during the financial year to which this report relates, conducted a review of the arrangements of structures that
the directors have put in place to ensure material compliance with the Company's Relevant Obligations.
•
On behalf of the Board
Christian Schaffalitzky
________________________
Date: 12 June 2018
Noel O’Keeffe
________________________
Date: 12 June 2018
KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2017 12
12
DIRECTORS’ REPORT
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 2 (two) executive Directors and 4 (four) non-executive Directors. The
Board met formally on 14 (fourteen) occasions during the year ended 31 December 2017. 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.
Accounting records
The measures taken by the Directors to ensure compliance with the requirements in Sections 281 to 285 of the
Companies Act 2014, 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.
Compliance statement
The Directors acknowledge that they are responsible for securing the Company's compliance with the Company's
''relevant obligations'' within the meaning of section 225 of the Companies Act 2014 (described below as the
''Relevant Obligations'').
The Directors confirm that they have:
•
•
•
drawn up a compliance policy statement setting out the Company's policies (that are, in the opinion of the
directors, appropriate to the Company) in respect of the Company's compliance with its Relevant Obligations;
put in place appropriate arrangements or structures that, in the opinion of the Directors, provide a reasonable
assurance of compliance in all material respects with the Company's Relevant Obligations; and
during the financial year to which this report relates, conducted a review of the arrangements of structures that
On behalf of the Board
the directors have put in place to ensure material compliance with the Company's Relevant Obligations.
Christian Schaffalitzky
________________________
Date: 12 June 2018
Noel O’Keeffe
________________________
Date: 12 June 2018
KIBO MINING PLC
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2017
KIBO MINING PLC
INDEPENDENT AUDITORS REPORT TO THE SHAREHOLDERS
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2017
Opinion
We have audited the financial statements of Kibo Mining Plc for the year ended 31 December 2017 on pages 17 to 55
which comprise the Consolidated Statement of Comprehensive Income, the Consolidated and Company Statements of
Financial Position, the Consolidated and Company Statements of Changes in Equity, the Consolidated and Company
Statements of Cash Flows, and notes to the financial statements, including a summary of significant accounting
policies. The financial reporting framework that has been applied in their preparation is applicable law and
International Financial Reporting Standards (IFRSs) as adopted by the European Union.
•
In our opinion, the financial statements:
•
•
give a true and fair view of the state of affairs of the Group and of the parent Company as at 31 December
2017 and their losses for the period then ended;
have been properly prepared in accordance with IFRSs as adopted by the European Union; and
have been prepared in accordance with the requirements of the Irish Companies Act 2014.
This report is made solely to the Company’s members, as a body, in accordance with Section 391 of the Companies
Act 2014. 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.
Emphasis of Matter
In forming our opinion on the financial statements, which is not modified, we considered the adequacy of disclosures
made in Notes 11, 13 and 23 to the financial statements concerning the valuation of intangible assets, and investments
in Group undertakings. The realisation of intangible assets of £17,596,105 (2016: £17,596,105), amounts due from
Group undertakings of £24,402,788 (2016: £26,998,867) and investments in Group undertakings of £3,468,224
(2016: £1,700,000) included in the Company Statement of Financial Position are dependent on the economic
exploitation of gold and coal reserves including the ability of the Group to raise sufficient finance to develop these
projects.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (Ireland) (ISAs (Ireland)) and
applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for
the audit of the financial statements section of our report. We are independent of the Company in accordance with
the ethical requirements that are relevant to our audit of the financial statements in Ireland, including the FRC’s
Ethical Standard as applied to SME listed entities, and we have fulfilled our other ethical responsibilities in accordance
with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide
a basis for our opinion.
Conclusions relating to going concern
We have nothing to report in respect of the following matters in relation to which the ISAs (Ireland) require us to
report to you where:
•
•
the Directors’ use of the going concern basis of accounting in the preparation of the financial
not appropriate; or
statements is
the Directors have not disclosed in the financial statements any identified material uncertainties that may
going concern basis of accounting
cast significant doubt about the Company’s ability to continue to adopt the
financial statements are authorised for issue.
for a period of at least twelve months from the date when the
12
13 KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2017
13
KIBO MINING PLC
INDEPENDENT AUDITORS REPORT TO THE SHAREHOLDERS
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2017
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the
financial statements of the current period and include the most significant assessed risks of material misstatement
(whether or not due to fraud) we identified, including those which had the greatest effect on: the overall audit strategy,
the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were
addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and
we do not provide a separate opinion on these matters.
How our audit addressed the key audit matter
Key audit matter
Katoro transaction
involved
During the year, the Group disposed of certain
in the Lake Victoria gold
subsidiaries
exploration project. The acquirer was Opera
Investments Plc. The consideration for the purchase
was new shares in Opera Investments Plc, which
resulted in Kibo Mining Plc holding 57.1% of the post-
transaction share capital of Opera
Investments
PLC. Opera Investments Plc subsequently changed its
name to Katoro Gold Plc and remains listed on AIM.
financial statements and
Due to the complexity of the transaction, its effect on
the consolidated
the
significant judgements involved in these calculations,
the Katoro
ensuring
transaction in the consolidated financial statements is a
key audit matter.
Carrying value of intangible assets
treatment of
the correct
Our audit procedures included the following:
- Reviewing documentation to confirm the terms
of the transaction are in line with those
disclosed;
- Considering the treatment and disclosure of the
transaction in line with IFRS 3 and other
applicable IFRS;
- Reviewing the consolidation workings and
performing recalculations where appropriate.
Based on our procedures, we noted no material
exceptions and considered management’s treatment of
the Katoro transaction to be appropriate.
The carrying value of intangible assets included in the
Group’s balance sheet at 31 December 2017 was stated
at £17.6m, relating to the Mbeya project.
- Assessing the methodology used by the Directors
to calculate recoverable amounts and evaluated
if it complies with the requirements of IAS 36;
Our audit procedures included the following:
The Directors assess at each reporting period end
whether there is any indication that an asset may be
impaired and intangible assets with an indefinite life
must be tested for impairment on an annual basis. The
determination of recoverable amount, being the higher
of value-in-use and fair value less costs to dispose,
requires judgement on the part of management in both
identifying and then valuing the relevant cash
generating units (‘CGUs’), especially for projects where
the there is an uncertain timeframe.
Any impairment in these CGUs could lead to subsequent
impairments in the parent company investments in
subsidiaries or
these
intercompany
subsidiaries.
loans
to
Due to the significance of the intangible assets to the
consolidated
financial statements, the significant
judgements involved in these calculations and the
potential impact to parent company investments and
intercompany loans, the carrying value of intangible
assets is a key audit matter.
- Assessing the viability of the Mbeya development
asset by analysing future projected cash flows
used in the value in use calculations for the CGU
to determine whether the assumptions used in
projecting the cash flows are reasonable and
supportable given the current macroeconomic
climate;
- Performing sensitivity analysis on key
assumptions and testing the mathematical
accuracy of models;
- Comparing foreign exchange rates used in
management’s calculations against third party
sources;
- Understanding the commercial prospects of the
assets, and where possible comparison of
assumptions with external data sources;
- Reviewing correspondence and other sources for
evidence of impairment;
- Reviewing the recoverability of intercompany
KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2017 14
loans within the parent company and indicators
of impairment in investments in subsidiaries;
and
14
KIBO MINING PLC
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2017
INDEPENDENT AUDITORS REPORT TO THE SHAREHOLDERS
KIBO MINING PLC
INDEPENDENT AUDITORS REPORT TO THE SHAREHOLDERS
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2017
Our application of materiality
- Assessing the appropriateness and completeness
of the related disclosures in Note 11, intangible
assets, of the group financial statements.
Based on our procedures, we noted no material
exceptions and considered management’s key
assumptions to be within reasonable ranges.
We apply the concept of materiality in planning and performing our audit, in evaluating the effect of any identified
misstatements and in forming our opinion. Our overall objective as auditor is to obtain reasonable assurance that the
financial statements as a whole are free from material misstatement, whether due to fraud or error. We consider a
misstatement to be material where it could be reasonably expected to influence the economic decisions of the users
of the financial statements.
We have determined materiality of £100,000 (2016: £50,000) in both the Group and Company financial statements.
This is based on 2% of gross assets.
An overview of the scope of our audit
Based on our procedures, we noted no material
exceptions and considered management’s treatment of
the Katoro transaction to be appropriate.
We tailored the scope of our audit to ensure that we obtained sufficient evidence to support our opinion on the
financial statements as a whole, taking into account the structure of the Group and the Company, the accounting
processes and controls and the industry in which the Group operates.
As Group auditors we carried out the audit of the Company financial statements and, in accordance with ISA (Ireland)
600, obtained sufficient evidence regarding the audit of nine subsidiaries undertaken by component auditors in
Tanzania, Cyprus and the United Kingdom. These nine subsidiaries were deemed to be significant to the Group
financial statements either due to their size or their risk characteristics. The Group audit team directed and reviewed
the work of the component auditors in Tanzania, Cyprus and the United Kingdom, which involved issuing detailed
instructions, holding regular discussions with component audit teams and performing detailed file reviews. Audit
work in significant components was performed at materiality levels of £35,000, lower than Group materiality.
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the
financial statements. In particular, we looked at where the Directors made subjective judgements, for example in
respect of significant accounting estimates that involved making assumptions and considering future events that are
inherently uncertain. We also addressed the risk of management override of internal controls, including evaluating
whether there was evidence of bias by the Directors that represented a risk of material misstatement due to fraud.
Other information
The Directors are responsible for the other information. The other information comprises the information included
in the Annual Report, other than the financial statements and our Auditors’ report thereon. Our opinion on the
financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our
report, we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in
doing so, consider whether the other information is materially inconsistent with the financial statements or our
knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material
inconsistencies or apparent material misstatements, we are required to determine whether there is a material
misstatement in the financial statements or a material misstatement of the other information. If, based on the work
we have performed, we conclude that there is a material misstatement of this other information; we are required to
report that fact.
We have nothing to report in this regard.
15 KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2017
15
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the
financial statements of the current period and include the most significant assessed risks of material misstatement
(whether or not due to fraud) we identified, including those which had the greatest effect on: the overall audit strategy,
the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were
addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and
we do not provide a separate opinion on these matters.
Key audit matter
How our audit addressed the key audit matter
Katoro transaction
Our audit procedures included the following:
During the year, the Group disposed of certain
- Reviewing documentation to confirm the terms
subsidiaries
involved
in the Lake Victoria gold
of the transaction are in line with those
exploration project. The acquirer was Opera
disclosed;
Investments Plc. The consideration for the purchase
was new shares in Opera Investments Plc, which
- Considering the treatment and disclosure of the
resulted in Kibo Mining Plc holding 57.1% of the post-
transaction in line with IFRS 3 and other
transaction share capital of Opera
Investments
applicable IFRS;
PLC. Opera Investments Plc subsequently changed its
name to Katoro Gold Plc and remains listed on AIM.
- Reviewing the consolidation workings and
performing recalculations where appropriate.
Due to the complexity of the transaction, its effect on
the consolidated
financial statements and
the
significant judgements involved in these calculations,
ensuring
the correct
treatment of
the Katoro
transaction in the consolidated financial statements is a
key audit matter.
Carrying value of intangible assets
The carrying value of intangible assets included in the
- Assessing the methodology used by the Directors
Group’s balance sheet at 31 December 2017 was stated
to calculate recoverable amounts and evaluated
at £17.6m, relating to the Mbeya project.
if it complies with the requirements of IAS 36;
Our audit procedures included the following:
The Directors assess at each reporting period end
whether there is any indication that an asset may be
impaired and intangible assets with an indefinite life
must be tested for impairment on an annual basis. The
determination of recoverable amount, being the higher
of value-in-use and fair value less costs to dispose,
requires judgement on the part of management in both
identifying and then valuing the relevant cash
generating units (‘CGUs’), especially for projects where
the there is an uncertain timeframe.
- Assessing the viability of the Mbeya development
asset by analysing future projected cash flows
used in the value in use calculations for the CGU
to determine whether the assumptions used in
projecting the cash flows are reasonable and
supportable given the current macroeconomic
climate;
- Performing sensitivity analysis on key
assumptions and testing the mathematical
accuracy of models;
Any impairment in these CGUs could lead to subsequent
impairments in the parent company investments in
subsidiaries or
intercompany
loans
to
these
- Comparing foreign exchange rates used in
management’s calculations against third party
sources;
subsidiaries.
Due to the significance of the intangible assets to the
consolidated
financial statements, the significant
judgements involved in these calculations and the
potential impact to parent company investments and
intercompany loans, the carrying value of intangible
assets is a key audit matter.
- Understanding the commercial prospects of the
assets, and where possible comparison of
assumptions with external data sources;
- Reviewing correspondence and other sources for
evidence of impairment;
- Reviewing the recoverability of intercompany
loans within the parent company and indicators
of impairment in investments in subsidiaries;
14
and
KIBO MINING PLC
INDEPENDENT AUDITORS REPORT TO THE SHAREHOLDERS
Opinions on other matters prescribed by the Companies Act 2014
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2017
In our opinion, based on the work undertaken in the course of the audit:
•
•
the information given in the Directors’ Report for the financial year for which the financial statements are
prepared is consistent with the financial statements; and
Matters on which we are required to report by exception
the Directors’ Report has been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the
audit, we have not identified material misstatements in the Directors’ Report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2014 requires
us to report to you if, in our opinion:
•
•
•
•
adequate accounting records have not been kept, or returns adequate for our audit have not been received
from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of Directors’ remuneration specified by law are not made; or
Responsibilities of Directors
we have not received all the information and explanations we require for our audit.
As explained more fully in the Directors’ Responsibilities Statement, the Directors are responsible for the preparation
of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as
the Directors determine is necessary to enable the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Company’s ability to continue as
a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless the Directors either intend to liquidate the Company or to cease operations, or have no realistic
alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with
ISAs (Ireland) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error
and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is located on the Financial
Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s
report.
Richard Collis (Senior Statutory Auditor)
for and on behalf of Saffery Champness LLP
Chartered Accountants
Statutory Auditors
71 Queen Victoria Street
London EC4V 4BE
12 June 2018
KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2017 16
16
KIBO MINING PLC
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2017
INDEPENDENT AUDITORS REPORT TO THE SHAREHOLDERS
Opinions on other matters prescribed by the Companies Act 2014
KIBO MINING PLC
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2017
GROUP
In our opinion, based on the work undertaken in the course of the audit:
All figures are stated in Sterling
31 December
2017
Note
Audited
£
Continuing operations
Revenue
Administrative expenses
Listing and Capital raising fees
Exploration expenditure
Operating loss
Loss on ordinary activities before tax
Investment and other income
for the period
Loss
Taxation
Other comprehensive gain:
Items that may be classified subsequently to profit or loss:
Exchange differences on translation of foreign operations
Other Comprehensive gain for the period net of tax
Adjustment arising from change in non-controlling interest
Total comprehensive loss for the period
Loss for the period
Attributable to the owners of the parent
Attributable to the non-controlling interest
Total comprehensive loss for the period
Attributable to the owners of the parent
Attributable to the non-controlling interest
Loss Per Share
Basic loss per share
Diluted loss per share
2
17
3
4
7
9
9
31 December
2016
Audited
£
18,039
(1,653,152)
(1,648,004)
(1,716,967)
-
(1,871,697)
(908,543)
(1,741,018)
(4,521,258)
1,445
(4,519,813)
(5,000,084)
1,414,668
(3,585,416)
(4,519,813)
-
-
(3,585,416)
16,985
-
16,985
99,128
1,527,515
1,626,643
(4,502,828)
(1,958,773)
(4,519,813)
(3,712,707)
(807,106)
(3,585,416)
(3,611,496)
26,080
(4,502,828)
(3,689,196)
(813,632)
(1,986,288)
(1,984,853)
26,080
(0.010)
(0.010)
(0.010)
(0.010)
All activities derive from continuing operations. All profits and total comprehensive profit 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 34 - 55 form an integral part of these financial statements.
The financial statements were approved by the Board of Directors on 12 June 2018 and signed on its behalf by:
On behalf of the Board
Christian Schaffalitzky
________________________
Noel O’Keeffe
________________________
17 KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2017
17
•
•
•
•
•
•
the information given in the Directors’ Report for the financial year for which the financial statements are
prepared is consistent with the financial statements; and
Matters on which we are required to report by exception
the Directors’ Report has been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the
audit, we have not identified material misstatements in the Directors’ Report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2014 requires
us to report to you if, in our opinion:
adequate accounting records have not been kept, or returns adequate for our audit have not been received
from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of Directors’ remuneration specified by law are not made; or
Responsibilities of Directors
we have not received all the information and explanations we require for our audit.
As explained more fully in the Directors’ Responsibilities Statement, the Directors are responsible for the preparation
of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as
the Directors determine is necessary to enable the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Company’s ability to continue as
a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless the Directors either intend to liquidate the Company or to cease operations, or have no realistic
alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with
ISAs (Ireland) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error
and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is located on the Financial
Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s
report.
Richard Collis (Senior Statutory Auditor)
for and on behalf of Saffery Champness LLP
Chartered Accountants
Statutory Auditors
71 Queen Victoria Street
London EC4V 4BE
12 June 2018
16
KIBO MINING PLC
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2017
All figures are stated in Sterling
Assets
Non-Current Assets
Property, plant and equipment
Intangible assets
Total non-current assets
Current Assets
Trade and other receivables
Cash
Total current assets
Total Assets
Equity and Liabilities
Equity
Called up share capital
Share premium account
Control reserve
Share based payment reserve
Translation reserve
Attributable to equity holders of the parent
Retained deficit
GROUP
31 December
2017
Audited
£
Note
31 December
2016
Audited
£
10
11
13
14
15
15
16
17
18
7,650
17,596,105
9,107
17,596,105
17,603,755
17,605,212
59,046
766,586
50,633
382,339
825,632
432,972
18,429,387
18,038,184
14,015,670
28,469,750
2,097,442
556,086
(268,506)
(26,534,653)
18,335,789
(1,383,388)
16,952,401
13,603,965
27,318,262
-
514,279
(285,491)
(23,625,367)
17,525,648
(1,435)
17,524,213
Total Equity
Non-controlling interest 19
Liabilities
Current Liabilities
Trade and other payables
Borrowings
Provisions
Total Current Liabilities
Total Equity and Liabilities
20
21
22
266,218
1,210,768
-
146,380
251,928
115,663
1,476,986
18,429,387
513,971
18,038,184
The accompanying notes on pages 34 - 55 form an integral part of these financial statements.
The financial statements were approved by the Board of Directors on 12 June 2018 and signed on its behalf by:
On behalf of the Board
Christian Schaffalitzky
________________________
Noel O’Keeffe
________________________
KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2017 18
18
All figures are stated in Sterling
Assets
Non-Current Assets
Property, plant and equipment
Intangible assets
Total non-current assets
Current Assets
Trade and other receivables
Cash
Total current assets
Total Assets
Equity and Liabilities
Equity
Called up share capital
Share premium account
Control reserve
Share based payment reserve
Retained deficit
Total Equity
Liabilities
Current Liabilities
Trade and other payables
Borrowings
Provisions
Total Current Liabilities
Total Equity and Liabilities
Translation reserve
Attributable to equity holders of the parent
Non-controlling interest 19
10
11
13
14
15
15
16
17
18
20
21
22
59,046
766,586
50,633
382,339
825,632
432,972
18,429,387
18,038,184
14,015,670
28,469,750
2,097,442
556,086
(268,506)
13,603,965
27,318,262
-
514,279
(285,491)
(26,534,653)
(23,625,367)
18,335,789
(1,383,388)
16,952,401
17,525,648
(1,435)
17,524,213
266,218
1,210,768
-
146,380
251,928
115,663
1,476,986
513,971
18,429,387
18,038,184
KIBO MINING PLC
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2017
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
KIBO MINING PLC
COMPANY STATEMENT OF FINANCIAL POSITION
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2017
GROUP
31 December
2017
Audited
Note
£
31 December
2016
Audited
£
All figures are stated in Sterling
Non-Current Assets
7,650
9,107
17,596,105
17,596,105
Investments in group undertakings
Trade and other receivables
Total Non- current assets
17,603,755
17,605,212
Current Assets
Trade and other receivables
Cash
Total Current assets
Total Assets
Equity and Liabilities
Equity
Called up share capital
Share premium
Share based payment reserve
Translation reserves
Total Equity
Retained deficit
Liabilities
Current Liabilities
Trade and other payables
Borrowings
Provisions
Total liabilities
Total Equity and Liabilities
Company
31 December
2017
Audited
£
3,468,224
24,402,788
31 December
2016
Audited
£
1,700,000
26,998,867
27,871,012
28,698,867
413
5,690
690
22,082
6,103
22,772
27,877,115
28,721,639
14,015,670
28,469,750
514,279
14,723
(16,434,811)
26,579,611
13,603,965
27,318,262
514,279
47,430
(13,164,891)
29,271,864
86,736
1,210,768
-
35,003
251,928
115,663
1,297,504
27,877,115
402,594
28,721,639
23
13
13
14
15
15
17
18
20
21
22
The accompanying notes on pages 34 - 55 form integral part of these financial statements.
The financial statements were approved by the Board of Directors on 12 June 2018 and signed on its behalf by:
On behalf of the Board
The accompanying notes on pages 34 - 55 form an integral part of these financial statements.
The financial statements were approved by the Board of Directors on 12 June 2018 and signed on its behalf by:
On behalf of the Board
Christian Schaffalitzky
________________________
Noel O’Keeffe
________________________
Christian Schaffalitzky
________________________
Noel O’Keeffe
________________________
18
19 KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2017
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n
a
p
m
o
c
c
a
e
h
T
KIBO MINING PLC
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2017
CONSOLIDATED STATEMENT OF CASH FLOWS
All figures are stated in Sterling
Cash flows from operating activities
Loss for the period before taxation
Adjustments for:
Foreign exchange gain
Depreciation on property, plant and equipment
Investment income
Share based remuneration to directors
Deal cost settled in shares
Movement in provisions
Liabilities settled in shares
Deemed cost of listing
Movement in working capital
(Increase)/Decrease in debtors
Increase/(Decrease) in creditors
Net cash outflows from operating activities
Cash flows from financing activities
Proceeds of issue of share capital
Repayment of borrowings
Proceeds from borrowings
Net cash proceeds from financing activities
Investment income
Cash flows from investing activities
Net cash flow from acquisition of subsidiaries
Net cash flows investing activities
Purchase of property, plant and equipment
Net increase in cash
Cash at beginning of period
Cash at end of the period
GROUP
31 December
2017
Audited
£
Notes
31 December
2016
Audited
£
(4,519,813)
(3,585,416)
249,437
2,738
-
260,000
155,539
(115,663)
-
206,680
(3,761,082)
124,884
8,228
(1,815)
-
-
115,663
1,648,004
-
(1,690,452)
(8,413)
119,838
111,425
(3,649,657)
500,059
(160,417)
339,642
(1,350,810)
1,818,345
-
1,751,326
-
3,569,671
-
(200,000)
1,751,928
1,815
1,553,743
465,408
(1,175)
464,233
384,247
382,339
(1,000)
(9,029)
(10,029)
192,904
189,435
766,586
382,339
10
3
6
22
17
13
20
15
3
12
14
The accompanying notes on pages 34 - 55 form an integral part of these financial statements.
KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2016 22
22
Cash flows from operating activities
Loss for the period before taxation
Adjustments for:
Foreign exchange gain
Depreciation on property, plant and equipment
Investment income
Share based remuneration to directors
Deal cost settled in shares
Movement in provisions
Liabilities settled in shares
Deemed cost of listing
Movement in working capital
(Increase)/Decrease in debtors
Increase/(Decrease) in creditors
Net cash outflows from operating activities
Cash flows from financing activities
Proceeds of issue of share capital
Repayment of borrowings
Proceeds from borrowings
Net cash proceeds from financing activities
Investment income
Cash flows from investing activities
Net cash flow from acquisition of subsidiaries
Net cash flows investing activities
Purchase of property, plant and equipment
Net increase in cash
Cash at beginning of period
Cash at end of the period
GROUP
31 December
2017
Audited
£
31 December
2016
Audited
£
(4,519,813)
(3,585,416)
Notes
124,884
8,228
(1,815)
249,437
2,738
-
260,000
155,539
(115,663)
115,663
-
1,648,004
206,680
(3,761,082)
(1,690,452)
(8,413)
119,838
111,425
500,059
(160,417)
339,642
(3,649,657)
(1,350,810)
-
-
-
-
1,818,345
1,751,326
-
-
3,569,671
(200,000)
1,751,928
1,815
1,553,743
465,408
(1,175)
464,233
384,247
382,339
(1,000)
(9,029)
(10,029)
192,904
189,435
766,586
382,339
10
3
6
22
17
13
20
15
3
12
14
KIBO MINING PLC
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2017
KIBO MINING PLC
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2017
CONSOLIDATED STATEMENT OF CASH FLOWS
COMPANY STATEMENT OF CASH FLOWS
All figures are stated in Sterling
All figures are stated in Sterling
Cash flows from operating activities
Loss for the period before taxation
Adjusted for:
Liabilities settled in shares
Share based remuneration to directors
Impairment of investment in subsidiary
Movement in provisions
Foreign exchange gain
Movement in working capital
Decrease in debtors
Increase /(decrease)in creditors
Net cash outflows from operating activities
Cash flows from financing activities
Proceeds of issue of share capital
Repayment of borrowings
Net cash proceeds from financing activities
Proceeds from borrowings
Cash flows from investing activities
Net cash used in investing activities
Cash advances to Group Companies
Net (decrease)/increase in cash
Cash at beginning of period
Cash at end of the period
COMPANY
31 December
2017
Audited
£
Notes
31 December
2016
Audited
£
(3,269,920)
(2,921,634)
-
195,000
1,891,777
(115,663)
-
(1,298,806)
1,648,004
-
115,663
20,789
(1,137,178)
277
51,733
52,010
(1,246,796)
522,414
(131,867)
390,547
(746,631)
500,000
-
1,748,840
2,248,840
-
(200,000)
1,751,928
1,551,928
(1,018,436)
(1,018,436)
(786,598)
(786,598)
(16,392)
22,082
18,699
3,383
5,690
22,082
17
22
13
20
15
13
14
The accompanying notes on pages 34 - 55 form an integral part of these financial statements.
The accompanying notes on pages 34 - 55 form an integral part of these financial statements.
22
23 KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2016
23
KIBO MINING PLC
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2017
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 (IFRS) 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 2014 which permits a Company that
publishes its Company and Group financial statements together, to take advantage of the exemption in Section 293 of
the Companies Act 2014, from presenting to its members its Company Income Statement and related notes that form
part of the approved Company financial statements.
The IFRS 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 2017.
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, except for the measurement
of certain financial instruments which is measured at fair value. The accounting policies have been applied
consistently by Group entities, except for the adoption of new standards and interpretations which became effective
in the current year. The Group and Company financial statements have been prepared on a going concern basis as
explained on page 8.
Use of Estimates and Judgements
The preparation of financial statements in conformity with EU IFRS requires management to make judgements,
estimates and assumptions that affect the application of accounting policies and the reported amounts of assets,
liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and
various other factors that are believed to be reasonable under the circumstances, the results of which form the basis
of making judgements about carrying values of assets and liabilities that are not readily apparent from other sources.
In particular, there are significant areas of estimation, uncertainty and critical judgements in applying accounting
policies that have the most significant effect on the amounts recognised in the financial statements in the following
areas:
•
•
•
•
•
Exploration and evaluation expenditure;
Recoverability of group loans in the parent Company;
Fair value determination;
Residual values and useful lives of property, plant and equipment; and
Taxation.
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.
Recoverability of group loans in the parent Company
The realisation of amounts due from Group undertakings is dependent on the discovery of economic reserves
including the ability of the Group to raise sufficient finance to develop the projects in order to settle the group loan
balance receivable.
KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2017 24
24
KIBO MINING PLC
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2017
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
KIBO MINING PLC
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2017
General Information
Fair value determination
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 (IFRS) 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 2014 which permits a Company that
publishes its Company and Group financial statements together, to take advantage of the exemption in Section 293 of
the Companies Act 2014, from presenting to its members its Company Income Statement and related notes that form
part of the approved Company financial statements.
The IFRS 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 2017.
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, except for the measurement
of certain financial instruments which is measured at fair value. The accounting policies have been applied
consistently by Group entities, except for the adoption of new standards and interpretations which became effective
in the current year. The Group and Company financial statements have been prepared on a going concern basis as
explained on page 8.
Use of Estimates and Judgements
The preparation of financial statements in conformity with EU IFRS requires management to make judgements,
estimates and assumptions that affect the application of accounting policies and the reported amounts of assets,
liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and
various other factors that are believed to be reasonable under the circumstances, the results of which form the basis
of making judgements about carrying values of assets and liabilities that are not readily apparent from other sources.
In particular, there are significant areas of estimation, uncertainty and critical judgements in applying accounting
policies that have the most significant effect on the amounts recognised in the financial statements in the following
areas:
•
•
•
•
•
Exploration and evaluation expenditure;
Recoverability of group loans in the parent Company;
Fair value determination;
Residual values and useful lives of property, plant and equipment; and
Exploration and evaluation expenditure
Taxation.
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.
Recoverability of group loans in the parent Company
The realisation of amounts due from Group undertakings is dependent on the discovery of economic reserves
including the ability of the Group to raise sufficient finance to develop the projects in order to settle the group loan
balance receivable.
24
The fair value of financial instruments traded in active markets is based on quoted market prices at the end of the
reporting period. The quoted market price used for financial assets held by the group is the current bid price. The
carrying value less impairment provision of trade receivables and payables are assumed to approximate their fair
values. The fair value of financial liabilities for disclosure purposes is estimated by discounting the future contractual
cash flows at the current market interest rate that is available to the group for similar financial instruments.
A number of the group’s accounting policies and disclosures require the determination of fair value, for both financial
and non-financial assets and liabilities. Fair values have been determined for measurement and/or disclosure
purposes based on the following methods. Where applicable, further information about the assumptions made in
determining fair values is disclosed in the notes specific to that asset or liability.
i) Property, plant and equipment
The fair value of property, plant and equipment recognised as a result of a business combination is based on market
values. The market value of property is the estimated amount for which a property could be exchanged on the date of
valuation between a willing buyer and a willing seller in an arm’s length transaction after proper marketing wherein
the parties had each acted knowledgeably, prudently and without compulsion. The fair value of items of plant,
equipment, fixtures and fittings is based on the market approach and cost approaches using quoted market prices for
similar items when available, and replacement cost when appropriate.
ii) Trade and other receivables
The fair value of trade and other receivables is estimated as the present value of future cash flows, discounted at the
market rate of interest at the reporting date. This fair value is determined for disclosure purposes.
iii) Share-based payment transactions
The fair value of employee share options is measured using the Black-Scholes formula. Measurement inputs include
share price on measurement date, exercise price of the instrument, expected volatility (based on weighted average
historic volatility, adjusted for changes expected due to publicly available information), weighted average expected
life of the instrument (based on the rules of the share incentive scheme), expected dividends, and the risk-free interest
rate (based on government bonds). Service and non-market performance conditions attached to the transactions are
not taken into account in determining fair value.
Residual values and useful lives of property, plant and equipment
The useful economic lives, depreciation method and residual values of items of property, plant and equipment and
tangible assets are estimated annually. The actual lives, depreciation method and residual values may vary depending
on a variety of factors and circumstances.
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.
Revenue Recognition
Revenue is measured at the fair value of the consideration received or receivable and represents the amounts
receivable for goods and services provided in the normal course of business, net of trade discounts and volume
rebates, and value added tax. Interest is recognised, in profit or loss, using the effective interest rate method.
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.
25 KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2017
25
KIBO MINING PLC
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2017
Consolidation
The consolidated financial statements comprise the financial statements of Kibo Mining Plc and its subsidiaries for
the year ended 31 December 2017, over which the Company has control.
•
Control is achieved when the Company:
•
has the power over the investee;
•
is exposed, or has rights, to variance return from its involvement with the investee; and
has the ability to use its power to affect its returns.
The Company reassesses whether or not it controls an investee if facts and circumstance indicate that there are
changes to one or more of the three elements of control listed above.
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.
Changes in the Group’s interest in subsidiaries that do not result in a loss of control are accounted for as equity
transactions.
Upon the loss of control, the Company derecognises the assets and liabilities of the subsidiary, any non-controlling
interests and the other components of equity related to the subsidiary. Any resulting gain or loss is recognised in
profit or loss. If the Company retains any interest in the previous subsidiary, such interest is measured at fair value at
the date that control is lost.
Any gain from the acquisition of a subsidiary or gain/loss from the disposal of subsidiary will be recognised through
profit and loss in the current financial period.
Business combinations involving entities under common control
Business combinations involving entities under common control comprise business combinations where both entities
remain under the ultimate control of the holding company before and after the combination, and that control is not
transitory. The group applies merger accounting for all its common control transactions from the date that it obtains
•
control. In terms of this:
•
•
the assets and liabilities of the acquiree are recorded at their existing carrying amounts (not fair value);
if necessary, adjustments are made to achieve uniform accounting policies;
intangible assets and contingent liabilities are recognised only to the extent that they were recognised by the
acquiree in accordance with applicable IFRS;
no goodwill is recognised. Any difference between the acquirer’s cost of investment and the acquiree’s equity is
presented separately directly in equity as a common control reserve (CCR) on consolidation;
•
KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2017 26
26
KIBO MINING PLC
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2017
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
KIBO MINING PLC
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2017
Consolidation
The consolidated financial statements comprise the financial statements of Kibo Mining Plc and its subsidiaries for
the year ended 31 December 2017, over which the Company has control.
•
•
•
Control is achieved when the Company:
has the power over the investee;
is exposed, or has rights, to variance return from its involvement with the investee; and
has the ability to use its power to affect its returns.
•
•
any non-controlling interest is measured as a proportionate share of the carrying amounts of the related assets
and liabilities (as adjusted to achieve uniform accounting policies); and
any expenses of the combination are written off immediately in profit or loss, except for the costs to issue debt
which are amortised as part of the effective interest and costs to issue equity which are recognised within equity.
When control is lost, resulting in the common control of entities, the balance of CCR recognised in respect of that
acquisition is realised directly to retained earnings on the effective date when control is lost.
Goodwill
The Company reassesses whether or not it controls an investee if facts and circumstance indicate that there are
changes to one or more of the three elements of control listed above.
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.
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 of 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.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies
Goodwill is tested for impairment on an annual basis.
Intangible Assets
adopted by the Group.
An intangible asset is regarded as having an indefinite useful life when, based on all relevant factors, there is no
foreseeable limit to the period over which the asset is expected to generate net cash inflows. Amortisation is not
provided for these intangible assets but they are tested for impairment annually or more frequently if events or
changes in circumstances indicate that the carrying value may be impaired, and it is subsequently carried at cost less
accumulated impairment losses. Intangible assets comprise the acquisition of rights to explore in relation to the
Group’s exploration and evaluation activities. Intangible assets comprise fair value allocated to exploration projects
purchased through business combination for which no useful life has been accurately determined.
Irrespective of whether there is any indication of impairment, the Group also tests 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.
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.
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.
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.
Changes in the Group’s interest in subsidiaries that do not result in a loss of control are accounted for as equity
transactions.
Upon the loss of control, the Company derecognises the assets and liabilities of the subsidiary, any non-controlling
interests and the other components of equity related to the subsidiary. Any resulting gain or loss is recognised in
profit or loss. If the Company retains any interest in the previous subsidiary, such interest is measured at fair value at
the date that control is lost.
Any gain from the acquisition of a subsidiary or gain/loss from the disposal of subsidiary will be recognised through
profit and loss in the current financial period.
Business combinations involving entities under common control
Business combinations involving entities under common control comprise business combinations where both entities
remain under the ultimate control of the holding company before and after the combination, and that control is not
transitory. The group applies merger accounting for all its common control transactions from the date that it obtains
control. In terms of this:
•
•
•
•
the assets and liabilities of the acquiree are recorded at their existing carrying amounts (not fair value);
if necessary, adjustments are made to achieve uniform accounting policies;
intangible assets and contingent liabilities are recognised only to the extent that they were recognised by the
acquiree in accordance with applicable IFRS;
no goodwill is recognised. Any difference between the acquirer’s cost of investment and the acquiree’s equity is
presented separately directly in equity as a common control reserve (CCR) on consolidation;
26
Intangible assets all relate to exploration and evaluation expenditure which are carried at cost with an indefinite
useful life and therefore are reviewed for impairment annually and when there are indicators 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.
27
27 KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2017
KIBO MINING PLC
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2017
Impairment
Financial assets
A financial asset is assessed at each reporting date to determine whether there is any objective evidence that it is
impaired. A financial asset is considered to be impaired if objective evidence indicates that one or more events had a
negative effect on the estimated future cash flows for that asset.
An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference between
its carrying amount, and the present value of the estimated future cash flows discounted at the original effective
interest rate.
Significant financial assets are tested for impairment on an individual basis. The remaining financial assets are
assessed collectively in groups that share similar credit risk characteristics.
An impairment loss is reversed if the reversal can be related objectively to an event occurring after the impairment
loss was recognised. For financial assets measured at amortised cost, the reversal is recognised in the profit or loss.
Non-financial assets
Assets are reviewed for impairment at each reporting date or whenever events or changes in circumstances indicate
that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the
asset’s carrying amount exceeds its recoverable amount.
The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of
assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows
(cash generating units).
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the
carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount. An impairment loss is
recognised in the Statement of Comprehensive Income immediately.
Property, Plant and Equipment
Property, Plant and Equipment is stated at cost, less accumulated depreciation.
Cost includes expenditure that is directly attributable to the acquisition of the items of property, plant and equipment.
The cost of self-constructed items of property, plant and equipment includes the cost of materials and direct labour,
any other costs directly attributable to bringing the items of property, plant and equipment to a working condition
for its intended use, and the costs of dismantling and removing the items and restoring the site on which they are
located.
When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate
items (major components) of property, plant and equipment.
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
-
Depreciation methods, useful lives and residual values are reviewed at each reporting date. Useful lives are affected
by technology innovations, maintenance programmes and future economic benefits. Residual value assessments
consider issues such as future market conditions, the remaining life of the asset and projected disposal values.
On disposal of property, plant and equipment the cost and the related accumulated depreciation and impairments are
removed from the financial statements and the net amount, less any proceeds, is taken to the Statement of
Comprehensive Income.
KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2017 28
28
KIBO MINING PLC
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2017
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
KIBO MINING PLC
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2017
Impairment
Financial assets
Income Tax
A financial asset is assessed at each reporting date to determine whether there is any objective evidence that it is
impaired. A financial asset is considered to be impaired if objective evidence indicates that one or more events had a
negative effect on the estimated future cash flows for that asset.
An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference between
its carrying amount, and the present value of the estimated future cash flows discounted at the original effective
interest rate.
Significant financial assets are tested for impairment on an individual basis. The remaining financial assets are
assessed collectively in groups that share similar credit risk characteristics.
An impairment loss is reversed if the reversal can be related objectively to an event occurring after the impairment
loss was recognised. For financial assets measured at amortised cost, the reversal is recognised in the profit or loss.
Non-financial assets
Assets are reviewed for impairment at each reporting date or whenever events or changes in circumstances indicate
that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the
asset’s carrying amount exceeds its recoverable amount.
The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of
assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows
(cash generating units).
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the
carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount. An impairment loss is
recognised in the Statement of Comprehensive Income immediately.
Property, Plant and Equipment
Property, Plant and Equipment is stated at cost, less accumulated depreciation.
Cost includes expenditure that is directly attributable to the acquisition of the items of property, plant and equipment.
The cost of self-constructed items of property, plant and equipment includes the cost of materials and direct labour,
any other costs directly attributable to bringing the items of property, plant and equipment to a working condition
for its intended use, and the costs of dismantling and removing the items and restoring the site on which they are
located.
When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate
items (major components) of property, plant and equipment.
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
Depreciation methods, useful lives and residual values are reviewed at each reporting date. Useful lives are affected
by technology innovations, maintenance programmes and future economic benefits. Residual value assessments
consider issues such as future market conditions, the remaining life of the asset and projected disposal values.
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 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.
Employee benefits
Defined contribution plans
A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions into a
separate entity and will have no legal or constructive obligation to pay further amounts. Obligations for contributions
to defined contribution pension plans are recognised as an employee benefit expense in profit or loss in the periods
during which related services are rendered by employees. Pre-paid contributions are recognised as an asset to the
extent that a cash refund or a reduction in future payments is available. Contributions to a defined contribution plan
that are made more than 12 months after the end of the period in which the employees render the service are
discounted to their present value.
Short-term benefits
Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related
service is provided.
A liability is recognised for the amount expected to be paid under short-term cash bonuses or profit-sharing plans if
the Company has a present legal or constructive obligation to pay this amount as a result of past service provided by
the employee and the obligation can be estimated reliably.
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.
28
29 KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2017
29
KIBO MINING PLC
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2017
Group companies
The results and financial position of all the Group entities (none of which has the currency of a hyperinflationary
economy) that have a functional currency different from the presentation currency are translated into the
presentation currency as follows:
•
•
•
Monetary assets and liabilities for each Statement of Financial Position presented are presented at the closing
rate at the date of that Statement of Financial Position. Non-monetary items are measured at the exchange
rate in effect at the historical transaction date and are not translated at each Statement of Financial Position
date;
Income and expenses for each income statement are translated at average exchange rates (unless this average
is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in
which case income and expenses are translated at the dates of the transaction): and
All resulting exchange differences are recognised as a separate component of equity. On consolidation,
exchange differences arising from the translation of monetary items receivable from foreign subsidiaries for
which settlement is neither planned nor likely to occur in the foreseeable future are taken to shareholders
equity. When a foreign operation is sold, such exchange differences are recognised in the income statement
as part of the gain or loss on sale.
Issue Expenses and Share Premium Account
Issue expenses are written off against the premium arising on the issue of share capital.
Lease payments
Payments made under operating leases are recognised in profit or loss on a straight-line basis over the term of the
lease. Lease incentives received are recognised as an integral part of the total lease expense, over the term of the lease.
Minimum lease payments made under finance leases are apportioned between the finance expense and the reduction
of the outstanding liability. The finance expense is allocated to each period during the lease term so as to produce a
constant periodic rate of interest on the remaining balance of the liability. Contingent lease payments are accounted
for by revising the minimum lease payments over the remaining term of the lease when the lease adjustment is
confirmed.
Finance income and expense
Finance income comprises interest income on funds invested, dividend income, gains on the disposal of available-for-
sale financial assets, and changes in the fair value of financial assets at fair value through profit or loss. Interest income
is recognised as it accrues in profit or loss, using the effective interest method. Dividend income is recognised in profit
or loss on the date that the group’s right to receive payment is established, which in the case of listed securities is the
ex-dividend date.
Finance expenses comprise interest expense on borrowings, unwinding of discount on provisions, changes in the fair
value of financial assets at fair value through profit or loss, impairment losses recognised on financial assets and losses
on forward exchange contracts that are recognised in profit or loss. All borrowing costs are recognised in profit or
loss using the effective interest method.
Foreign currency gains and losses are reported on a nett basis.
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.
KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2017 30
30
KIBO MINING PLC
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2017
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
KIBO MINING PLC
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2017
Group companies
•
•
•
date;
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
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.
Lease payments
Payments made under operating leases are recognised in profit or loss on a straight-line basis over the term of the
lease. Lease incentives received are recognised as an integral part of the total lease expense, over the term of the lease.
Minimum lease payments made under finance leases are apportioned between the finance expense and the reduction
of the outstanding liability. The finance expense is allocated to each period during the lease term so as to produce a
constant periodic rate of interest on the remaining balance of the liability. Contingent lease payments are accounted
for by revising the minimum lease payments over the remaining term of the lease when the lease adjustment is
confirmed.
Finance income and expense
Finance income comprises interest income on funds invested, dividend income, gains on the disposal of available-for-
sale financial assets, and changes in the fair value of financial assets at fair value through profit or loss. Interest income
is recognised as it accrues in profit or loss, using the effective interest method. Dividend income is recognised in profit
or loss on the date that the group’s right to receive payment is established, which in the case of listed securities is the
ex-dividend date.
Finance expenses comprise interest expense on borrowings, unwinding of discount on provisions, changes in the fair
value of financial assets at fair value through profit or loss, impairment losses recognised on financial assets and losses
on forward exchange contracts that are recognised in profit or loss. All borrowing costs are recognised in profit or
loss using the effective interest method.
Foreign currency gains and losses are reported on a nett basis.
Earnings per Share
The Group presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS is calculated by
dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of
ordinary shares outstanding during the period. Diluted EPS is determined by adjusting the profit or loss attributable
to ordinary shareholders and the weighted average number of ordinary shares outstanding for the effects of all
dilutive potential ordinary shares.
Financial Instruments
Non-derivative financial assets
The group initially recognises loans and receivables on the date that they are originated. All other financial assets
(including assets designated at fair value through profit or loss) are recognised initially on the transaction date at
which the group becomes a party to the contractual provisions of the instrument.
The group derecognises a financial asset when the contractual right to the cash flows from the asset expires, or it
transfers the rights to receive the contractual cash flows on the financial asset in a transaction in which substantially
all the risks and rewards of ownership of the financial asset are transferred. Any interest in transferred financial assets
that are created or retained by the group is recognised as a separate asset or liability.
Financial assets and liabilities are offset and the net amount presented in the statement of financial position when,
and only when, the group has a legal right to offset the amounts and intends either to settle on a net basis, or to realise
the asset and settle the liability simultaneously.
The group classifies non-derivative financial assets into the following categories: financial assets at fair value, financial
assets at amortised cost, or loans and receivables.
Financial assets at amortised cost
A financial asset is classified at amortised cost if the asset is held within a business model whose objective is to hold
assets in order to collect contractual cash flows and the contractual terms of the financial asset give rise, on specific
dates, to cash flows that are solely payments of principal and interest on principal amount outstanding. Financial
assets at amortised cost are initially measured at fair value plus any directly attributable transaction cost. Subsequent
to initial recognition, these financial assets are measured at amortised cost using the effective interest method, less
any impairment losses.
Cash
Cash in the Statement of Financial Position comprise cash at bank 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.
Non-derivative financial liabilities
The group initially recognises debt securities issued and subordinated liabilities on the date that they are originated.
All other financial liabilities are recognised initially on the transaction date at which the group becomes a party to the
contractual provisions of the instrument.
The group derecognises a financial liability when its contractual obligations are discharged or cancelled or expire.
Such financial liabilities are recognised initially at fair value plus any directly attributable transaction costs.
Subsequent to initial recognition these financial liabilities are measured at amortised cost using the effective interest
method.
The group has the following non-derivative financial liabilities: loans and borrowings, bank overdrafts, and trade and
other payables.
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.
30
31 KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2017
31
KIBO MINING PLC
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2017
Share based payments
For such grants of share options qualifying as equity-settled share based payments, 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.
Share capital
Incremental costs directly attributable to the issue of ordinary shares and share options are recognised directly in
equity.
Segment reporting
The group determines and presents operating segments based on the information that is internally provided to the
Chief Executive Officer, who is the chief operating decision maker. A segment is a distinguishable component of the
group that is engaged either in providing related products or services (business segment), or in providing products
or services within a particular economic environment (geographical segment), which is subject to risks and returns
that are different from those of the other segments. The group’s primary format for segment reporting is based on
business segments. The business segments are determined based on the reporting business units.
Treasury shares
The Company’s own equity instruments that are reacquired are recognised at cost and deducted from equity. No gain
or loss is recognised in the Income Statement on the purchase, sale, issue or cancellation of the Company’s own equity
instruments. Voting rights related to treasury shares are nullified for the Group and no dividends are allocated to
them.
KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2017 32
32
KIBO MINING PLC
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2017
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
KIBO MINING PLC
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2017
Share based payments
NEW STANDARDS AND INTERPRETATIONS
For such grants of share options qualifying as equity-settled share based payments, 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
Incremental costs directly attributable to the issue of ordinary shares and share options are recognised directly in
threshold for vesting.
Share capital
equity.
Segment reporting
The group determines and presents operating segments based on the information that is internally provided to the
Chief Executive Officer, who is the chief operating decision maker. A segment is a distinguishable component of the
group that is engaged either in providing related products or services (business segment), or in providing products
or services within a particular economic environment (geographical segment), which is subject to risks and returns
that are different from those of the other segments. The group’s primary format for segment reporting is based on
business segments. The business segments are determined based on the reporting business units.
Treasury shares
The Company’s own equity instruments that are reacquired are recognised at cost and deducted from equity. No gain
or loss is recognised in the Income Statement on the purchase, sale, issue or cancellation of the Company’s own equity
instruments. Voting rights related to treasury shares are nullified for the Group and no dividends are allocated to
them.
Adoption of new and revised standards
During the financial year, the Group has adopted the following new IFRSs (including amendments thereto) and IFRIC
interpretations that became effective for the first time.
Amendments to IAS 7 – Disclosure Initiative
Amendments to IAS 12 – Recognition of Deferred Tax for Unrealised Losses
1 January 2017
1 January 2017
Standard
Effective date, annual period
beginning on or after
Their adoption has not had any material impact on the disclosures or amounts reported in the financial statements.
Standards issued but not yet effective:
At the date of authorisation of these financial statements, the following standards and interpretations relevant to the Group
and which have not been applied in these financial statements, were in issue but were not yet effective. In some cases these
standards and guidance have not been endorsed for use in the European Union.
Standard
Effective date, annual period
beginning on or after
IFRS 9 Financial instruments
IFRS 15 Revenue from contracts with Customers including amendments to IFRS 15:
Effective date of IFRS 15.
Clarifications to IFRS 15 -Revenue from contracts with Customers
IFRS 2 (amendments) - Classification and Measurement of Share-based Payment
Transactions
IFRIC Interpretation 22 - Foreign Currency Transactions and Advance
Consideration
IFRS 16 Leases
IFRIC 23 – Uncertainty over Income Tax Treatments
Amendments to IAS 28 – Long-term Interests in Associates and Joint Ventures
Annual improvements 2015-2017 cycle
1 January 2018
1 January 2018
1 January 2018
1 January 2018
1 January 2018
1 January 2019
1 January 2019
1 January 2019
1 January 2019
The directors anticipate that the adoption of these Standards and Interpretations in future periods will have no material impact
on the financial statements of the Group, as the Group is primarily focused on exploration and development with no trading
activities.
32
33 KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2017
33
KIBO MINING PLC
NOTES TO THE ANNUAL FINANCIAL STATEMENTS
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2017
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:
Corporate
Group
Mining and
Exploration
Group
31 December
2017 (£)
Group
2017 Group
Revenue
Administrative cost
Capital raising fees
Exploration expenditure
Investment and other income
Loss after tax
Tax
2016 Group
Revenue
Administrative cost
Capital raising fees
Exploration expenditure
Investment and other income
Profit/ (Loss) after tax
Tax
2017 Group
Assets
Segment assets
Liabilities
-
-
-
(1,741,018)
1,445
-
(1,739,573)
-
(1,871,697)
(908,543)
-
-
-
(2,780,240)
-
(1,871,697)
(908,543)
(1,741,018)
1,445
-
(4,519,813)
Mining and
Exploration
Group
Corporate
Group
31 December
2016 (£)
Group
18,039
-
(1,716,967)
1,414,668
-
(284,260)
-
(1,653,152)
(1,648,004)
-
-
-
(3,301,156)
18,039
(1,653,152)
(1,648,004)
(1,716,967)
1,414,668
-
(3,585,416)
Mining
Group
Corporate
Group
31 December
2017 (£)
Group
18,423,284
6,103
18,429,387
Segment liabilities
Other Significant items
264,562
1,297,504
1,562,066
Depreciation
2,738
-
2,738
KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2016 34
34
KIBO MINING PLC
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2017
NOTES TO THE ANNUAL FINANCIAL STATEMENTS
KIBO MINING PLC
NOTES TO THE ANNUAL FINANCIAL STATEMENTS
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2017
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:
2017 Group
31 December
Mining and
Exploration
Group
Corporate
Group
2017 (£)
Group
2016 Group
Assets
Segment assets
Liabilities
Mining
Group
Corporate
Group
31 December
2016 (£)
Group
18,015,412
22,772
18,038,184
Segment liabilities
Other Significant items
111,376
402,595
513,971
Depreciation
Revenue from major products and services
8,228
-
8,228
The only income that the Group received during the period related to revenue from management fees earned in
Tanzania and bank interest, which has been allocated to the Mining & Exploration Group as defined in Note 1.
Geographical segments
The Group operates in six principal geographical areas – Corporate [Ireland, Cyprus, South Africa, Canada & United
Kingdom] and Mining [Tanzania].
Major Operational indicators
Tanzania
Group
Carrying value of segmented assets
Loss after tax
18,423,284
(1,626,824)
Major Operational indicators
Carrying value of segmented assets
Loss after tax
Revenue
2.
Management fees from exploration services
Tanzania
Group
17,605,212
(393,624)
Ireland, United
Kingdom, South
Africa, Cyprus
and Canada
Group
31 December 2017
(£)
Group
6,103
(2,892,989)
Ireland, United
Kingdom, South
Africa, Cyprus
and Canada
Group
18,429,387
(4,519,813)
31 December
2016 (£)
432,972
(3,191,522)
31 December
2017 (£)
18,038,184
(3,585,146)
31 December
2016 (£)
-
-
18,039
18,039
Revenue
Administrative cost
Capital raising fees
Exploration expenditure
Investment and other income
Loss after tax
Tax
2016 Group
Revenue
Administrative cost
Capital raising fees
Exploration expenditure
Investment and other income
Profit/ (Loss) after tax
Tax
2017 Group
Assets
Segment assets
Liabilities
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(1,871,697)
(908,543)
(1,741,018)
1,445
-
(1,871,697)
(908,543)
(1,741,018)
1,445
-
(1,739,573)
(2,780,240)
(4,519,813)
Mining and
Exploration
Group
Corporate
Group
31 December
2016 (£)
Group
18,039
(1,716,967)
1,414,668
(1,653,152)
(1,648,004)
18,039
(1,653,152)
(1,648,004)
(1,716,967)
1,414,668
-
(284,260)
(3,301,156)
(3,585,416)
Mining
Group
Corporate
Group
31 December
2017 (£)
Group
18,423,284
6,103
18,429,387
Segment liabilities
Other Significant items
264,562
1,297,504
1,562,066
Depreciation
2,738
-
2,738
Management fee revenue relates to services provided to exploration and prospecting companies situated in Tanzania.
3.
Investment and other Income
Refund of exploration expenditure
Profit on foreign exchange
Other income
31 December
2017 (£)
31 December
2016 (£)
-
463
1,445
982
1,332,306
80,547
1,414,668
1,815
34
35 KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2016
35
KIBO MINING PLC
NOTES TO THE ANNUAL FINANCIAL STATEMENTS
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2017
In 2016, the Group recovered £1,332,306 (US$1.8 million) relating to previously incurred exploration expenditure
specific to the Mbeya Coal project from SEPCO III. During the previous financial period the Group concluded a revised
agreement with SEPCO III allowing the China based EPC contractor to become the sole bidder for the ECP Contract
subject to refunding the Group 50% of the total development cost incurred on the Mbeya Coal project, of which US$1.8
million was paid in 2016. The remaining balance of US$3.67 million is payable on conclusion of Financial Close of the
project, against which a loan of US$2.9 million from Sanderson has been secured.
4.
Profit on ordinary activities before taxation
Operating loss is stated after the following key transactions:
Depreciation of property, plant and equipment of Group financial statements
Auditors’ remuneration for audit of Group and Company financial statements
Auditors’ remuneration for audit of Sloane Developments Limited
Auditors’ remuneration for non-audit services:
5.
Staff costs (including Directors)
Taxation advisory services
Other non-audit services
31
December
2017 (£)
Group
31
December
2016 (£)
Group
2,738
35,000
2,500
1,750
2,000
8,228
35,000
2,500
1,750
2,000
Group
31 December
2017 (£)
Group
31 December
2016 (£)
Company
31 December
2017 (£)
Company
31 December
2016 (£)
Wages and salaries
Share based remuneration
876,628
1,136,628
260,000
709,714
709,714
-
502,677
762,677
260,000
472,315
472,315
-
The average monthly number of employees (including executive Directors) during the period was as follows:
Group
31 December
2017 (£)
Group
31 December
2016 (£)
Company
31 December
2017 (£)
Company
31 December
2016 (£)
Exploration activities
Administration
6.
Directors’ emoluments
10
16
6
10
16
6
1
2
1
1
2
1
Group
31 December
2017 (£)
Group
31 December
2016 (£)
Company
31 December
2017 (£)
Company
31 December
2016 (£)
Basic salary and fees
Share based payments
464,210
659,210
195,000
457,483
457,483
-
338,578
533,578
195,000
335,695
335,695
-
KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2017 36
36
In 2016, the Group recovered £1,332,306 (US$1.8 million) relating to previously incurred exploration expenditure
specific to the Mbeya Coal project from SEPCO III. During the previous financial period the Group concluded a revised
agreement with SEPCO III allowing the China based EPC contractor to become the sole bidder for the ECP Contract
subject to refunding the Group 50% of the total development cost incurred on the Mbeya Coal project, of which US$1.8
million was paid in 2016. The remaining balance of US$3.67 million is payable on conclusion of Financial Close of the
project, against which a loan of US$2.9 million from Sanderson has been secured.
Profit on ordinary activities before taxation
4.
31
December
2017 (£)
Group
31
December
2016 (£)
Group
2,738
35,000
2,500
1,750
2,000
8,228
35,000
2,500
1,750
2,000
Depreciation of property, plant and equipment of Group financial statements
Auditors’ remuneration for audit of Group and Company financial statements
Auditors’ remuneration for audit of Sloane Developments Limited
Auditors’ remuneration for non-audit services:
5.
Staff costs (including Directors)
Taxation advisory services
Other non-audit services
Group
Group
Company
Company
31 December
31 December
31 December
31 December
2017 (£)
2016 (£)
2017 (£)
2016 (£)
Wages and salaries
Share based remuneration
876,628
1,136,628
260,000
709,714
709,714
-
502,677
762,677
260,000
472,315
472,315
-
The average monthly number of employees (including executive Directors) during the period was as follows:
Group
Company
Company
Group
31 December
31 December
31 December
31 December
2017 (£)
2016 (£)
2017 (£)
2016 (£)
Exploration activities
Administration
6.
Directors’ emoluments
10
16
6
10
16
6
1
2
1
1
2
1
Group
Group
Company
Company
31 December
31 December
31 December
31 December
2017 (£)
2016 (£)
2017 (£)
2016 (£)
KIBO MINING PLC
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2017
NOTES TO THE ANNUAL FINANCIAL STATEMENTS
KIBO MINING PLC
NOTES TO THE ANNUAL FINANCIAL STATEMENTS
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2017
The emoluments of the Chairman were £13,135 (2016: £13,011).
The emoluments of the highest paid director were £260,210 (2016: £193,610).
Directors received shares to the value of £195,000 during the year (2016: £nil).
Operating loss is stated after the following key transactions:
31 December 2017
Salary and
fees
£
Share
based
payments
£
Key management personnel consist only of the Directors. Details of share options and interests in the Company’s
shares of each director are shown in the Directors’ report on page 7. The following table summarises the remuneration
applicable to each of the individuals who held office as a director during the reporting period:
Christian Schaffalitzky
Louis Coetzee
Noel O’Keeffe
Lukas Maree
Wenzel Kerremans
Total
Andreas Lianos
31 December 2016
Christian Schaffalitzky
Louis Coetzee
Noel O’Keeffe
Lukas Maree
Wenzel Kerremans
Total
Andreas Lianos
13,135
195,210
125,632
13,772
13,115
464,210
103,346
-
65,000
65,000
-
-
195,000
65,000
Salary and
fees
£
Share
based
payments
£
13,011
193,610
121,787
13,011
13,011
457,483
103,051
-
-
-
-
-
-
-
Total
£
13,135
260,210
190,632
13,772
13,115
659,210
168,346
Total
£
13,011
193,610
121,787
13,011
13,011
457,483
103,051
£195,000 convertible loan notes were issued to directors of the Company who are also members of its executive
committee on 27 September 2017. The loan notes issued were in lieu of bonus shares due as part of an interim award
approved by the Kibo board on 24 April 2017. On 28 September 2017, these directors elected to convert their loan
notes into Kibo shares. These resultant number of shares issued amount to 3,900,000 ordinary shares at an issue price
of £0.05 per share, calculated in accordance with the Note Term Sheet.
The movement in the salary and fees from 2016 to 2017 is as a result of exchange fluctuations emanating from
payments made in EURO, converted to GBP for disclosure purposes in the Group’s presentational currency.
7.
Taxation
Basic salary and fees
Share based payments
464,210
659,210
195,000
457,483
457,483
-
338,578
533,578
195,000
335,695
335,695
-
Current tax
31 December
2017 (£)
31 December
2016 (£)
Charge for the period in Ireland, Canada, Republic of South Africa,
Cyprus, United Kingdom and Republic of Tanzania
Total tax charge
-
-
-
-
The difference between the total current tax shown above and the amount calculated by applying the standard rate
of Irish corporation tax of 12.5% to the loss before tax is as follows:
2017 (£)
(4,519,813)
2016 (£)
(3,585,416)
36
Loss on ordinary activities before tax
37 KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2017
37
KIBO MINING PLC
NOTES TO THE ANNUAL FINANCIAL STATEMENTS
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2017
Income tax expense calculated at 12.5% (2016: 12.5%)
(564,977)
(448,177)
Income which is not taxable
Expenses which are not deductible
Losses available for carry forward
Income tax expense recognised in the Statement of Comprehensive Income
-
97,199
467,778
-
-
209,235
238,942
-
The effective tax rate used for the December 2017 and December 2016 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 2017 deferred taxation as no taxable income has been received to date, and the
probability of future taxable income is indicative of current market conditions which remain uncertain. At the
Statement of Financial Position date, the Directors estimate that the Group has unused tax losses of £21,876,379
(2016: £18,074,432) available for potential offset against future profits which equates to an estimated potential
deferred tax asset of £2,734,547 (2016: £2,529,338). 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.
8.
Loss of parent Company
As permitted by Section 293 of the Companies Act 2014, 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 £3,269,920 (2016: £2,921,634).
9.
Loss per share
Basic loss per share
The basic loss and weighted average number of ordinary shares used for calculation purposes comprise the following:
Basic Loss per share
31 December
2017 (£)
31 December
2016 (£)
Loss for the period attributable to equity holders of the
parent
Weighted average number of ordinary shares for the
purposes of basic loss per share
Basic loss per ordinary share
Basic Dilutive Loss per share
Loss for the period attributable to equity holders of the
parent
(3,712,707)
(3,611,496)
372,255,127
(0.010)
351,080,645
(0.010)
31 December
2017 (£)
31 December
2016 (£)
(3,712,707)
(3,611,496)
Weighted average number of ordinary shares for the
purposes of basic loss per share
372,255,127
(0.010)
351,080,645
(0.010)
Basic loss per ordinary share
KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2017 38
38
KIBO MINING PLC
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2017
NOTES TO THE ANNUAL FINANCIAL STATEMENTS
KIBO MINING PLC
NOTES TO THE ANNUAL FINANCIAL STATEMENTS
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2017
Income tax expense calculated at 12.5% (2016: 12.5%)
(564,977)
(448,177)
Income which is not taxable
Expenses which are not deductible
Losses available for carry forward
Income tax expense recognised in the Statement of Comprehensive Income
97,199
467,778
-
-
209,235
238,942
-
-
GROUP
Cost
Furniture
and Fittings
(£)
Motor
Vehicles
(£)
Office
Equipment
(£)
I.T
Equipment
(£)
Plant &
Machinery
(£)
Total
(£)
10.
Property, plant and equipment
The effective tax rate used for the December 2017 and December 2016 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 2017 deferred taxation as no taxable income has been received to date, and the
probability of future taxable income is indicative of current market conditions which remain uncertain. At the
Statement of Financial Position date, the Directors estimate that the Group has unused tax losses of £21,876,379
(2016: £18,074,432) available for potential offset against future profits which equates to an estimated potential
deferred tax asset of £2,734,547 (2016: £2,529,338). 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.
Loss of parent Company
8.
As permitted by Section 293 of the Companies Act 2014, 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 £3,269,920 (2016: £2,921,634).
Loss per share
9.
Basic loss per share
The basic loss and weighted average number of ordinary shares used for calculation purposes comprise the following:
Basic Loss per share
31 December
31 December
Loss for the period attributable to equity holders of the
(3,712,707)
(3,611,496)
Weighted average number of ordinary shares for the
purposes of basic loss per share
Basic loss per ordinary share
Basic Dilutive Loss per share
372,255,127
351,080,645
(0.010)
(0.010)
31 December
31 December
2017 (£)
2016 (£)
Loss for the period attributable to equity holders of the
(3,712,707)
(3,611,496)
parent
parent
Weighted average number of ordinary shares for the
purposes of basic loss per share
372,255,127
351,080,645
(0.010)
(0.010)
Basic loss per ordinary share
Opening Cost as at 1 January 2016
100,516
77,399
20,778
15,570
4,707
218,970
Additions
Additions through business combinations
Disposals of subsidiaries
Exchange movements
Closing Cost as at 31 December 2016
198
-
-
20,595
121,309
-
126,035
-
15,858
219,292
4,646
22,513
(6,501)
4,257
45,693
4,185
8,603
-
3,191
31,549
9,029
157,151
(6,501)
44,866
5,672 423,515
-
-
-
965
Additions
Additions through business combinations
Disposals
Exchange movements
Closing Cost as at 31 December 2017
1 1
-
-
1,004
-
-
(6,521)
115,792
-
-
-
(19,326)
199,966
-
-
-
(7,285)
38,408
171
-
-
(5,026)
26,694
-
1,175
-
-
-
-
1,745
(36,413)
7,417 388,277
Accumulated Depreciation (“Acc Depr”)
Acc Depr as at 1 January 2016
Furniture
and Fittings
(£)
Motor
Vehicles
(£)
Office
Equipment
(£)
I.T
Equipment
(£)
Plant &
Machinery
(£)
Total
(£)
2017 (£)
2016 (£)
93,683
77,399
20,442
15,570
4,694
211,788
Additions through business combinations
Disposals of subsidiaries
Depreciation
Exchange Movements
Acc Depr as at 31 December 2016
-
-
7,250
19,906
120,839
126,035
-
-
15,858
219,292
22,057
(6,502)
433
4,230
40,660
8,603
-
529
3,243
27,945
156,695
(6,502)
8,227
44,200
5,672 414,408
-
-
15
963
Additions through business combinations
Disposals
Depreciation
Exchange movements
Acc Depr as at 31 December 2017
-
-
856
(6,897)
114,798
-
-
-
(19,326)
199,966
-
-
905
(7,333)
34,232
-
-
977
(4,708)
24,214
-
-
-
-
2,738
-
(36,519)
1,745
7,417 380,627
Carrying Value
Furniture
and Fittings
(£)
Motor
Vehicles
(£)
Office
Equipment
(£)
I.T
Equipment
(£)
Plant &
Machinery
(£)
Total
(£)
Carrying value as at 31 December 2016
Carrying value as at 31 December 2017
470
994
-
5,033
- 4,176
3,604
2,480
-
-
9,107
7,650
38
39 KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2017
39
KIBO MINING PLC
NOTES TO THE ANNUAL FINANCIAL STATEMENTS
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2017
11.
Intangible assets
Intangible assets consist solely 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
Total (£)
Pinewood
Project
(£)
Mbeya Coal
to Power
Project (£)
Lake
Victoria
Project
(£)
- 15,896,105 1,700,000
Haneti
Project (£)
Valuation as at 1 January 2016
Impairment of prospecting licences
Carrying value as at 1 January 2017
Reversal of impairment of licences
-
-
-
- 15,896,105 1,700,000
-
-
-
Impairment of prospecting licences
Carrying value as at 31 December 2017
Reversal of impairment of licences
-
-
-
- 15,896,105 1,700,000
-
-
-
-
17,596,105
-
-
-
-
-
-
-
17,596,105
-
-
17,596,105
-
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 with an indefinite useful life are assessed for impairment on an annual basis, against the prospective
fair value of the intangible asset. The valuation of intangible assets with an indefinite useful life is reassessed on an
annual basis through valuation techniques applicable to the nature of the intangible assets.
In assessing whether a write-down is required in the carrying value of a potentially impaired intangible asset, the
asset’s carrying value is compared with its recoverable amount. The recoverable amount is the higher of the asset’s
fair value less costs to sell and value in use. The valuation techniques applicable to the valuation of the
abovementioned intangible assets comprise a combination of fair market values, discounted cash flow projections
and historic transaction prices.
The following key assumptions influence the measurement of the intangible assets recoverable amounts, through
utilising the value in use method in order to determine the recoverable amount:
•
•
•
•
•
•
•
Comparable market value of similar mineral statements;
Currency fluctuations and exchange movements;
Expected growth rates;
Cost of capital related to funding requirements;
Applicable discounts rates;
Future operating expenditure for extraction and mining of measured mineral resources; and
Co-operation of key project partners going forward.
Through review of the project specific financial, operational, market and economic indicators applicable to the above
intangible assets, impairment indicators were identified which required impairment of the intangible assets and
reversal of impairments recognised in respect of selective exploration projects.
KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2017 40
40
KIBO MINING PLC
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2017
NOTES TO THE ANNUAL FINANCIAL STATEMENTS
KIBO MINING PLC
NOTES TO THE ANNUAL FINANCIAL STATEMENTS
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2017
11.
Intangible assets
Mbeya Coal to Power Project
In January, the Company announced the completion of a key document, the Integrated Bankable Feasibility Study
(IBFS) on the project. The highlights included:
•
•
•
Total capital requirement for the integrated project reduced 21.1 % from the original integrated prefeasibility
study (“IPFS”) figure;
Indicative MCPP total revenue over an assumed 25-year life of project (Note: the final life of project will be fixed
by the final Power Purchase Agreement (“PPA”)) of approximately US$7.5 to US$8.5 billion;
Indicative post tax Equity IRR between 21% and 22%, an increase of 11% on the indicative IPFS post-tax Equity
IRR, based on the following conservative debt assumptions:
o
o
o
o
Debt tenor: 12 years;
All in interest rate (post construction): 10%; and DSRA facility: 6 months
Post tax Project IRR ranging between 14.7% and 16%;
Indicative post-tax payback:
Equity Payback Period: 4 to 5 years
Debt Payback Period: 11 to 12 years
As at year end the Group re-assessed the fair value of intangible assets with an indefinite useful life utilising the
resource estimation principles applicable to the Mbeya Coal assets, concluding that there is no impairment as the fair
value of these intangible assets exceed the carrying value.
Lake Victoria Project
With the divestment of its entire interest in Kibo Gold during the current period, the Group has divested interest in
the Lake Victoria projects (Imweru & Lubando) which are currently being further developed by Katoro Gold PLC.
During the current financial period significant further progress has been made by Katoro Gold PLC in developing the
∗
Imweru project, which can been seen from the following key milestones achieved:
∗
∗
31 further holes for a total 3,410 metres drilled;
Mining Licence application submitted ;
Granted certification from the relevant Tanzanian environmental authority for the terms of reference and
scoping report for the Imweru ESIA.
As at year end the Group re-assessed the fair value of intangible assets with an indefinite useful life utilising the
resource estimation principles applicable to the Lake Victoria assets, concluding that there is no impairment as the
fair value of these intangible assets exceed the carrying value.
12.
Acquisition of subsidiary
The Group successfully concluded its transaction with Opera Investments (“Opera”), whereby Opera acquired Kibo’s
Imweru and Lubando gold properties for 61 million Opera shares representing a valuation of £3.66 million. The
purchase price comprises cost incurred in relation to development of the Kibo Gold Ltd project. An amount of
£864,050 as per interim deal fees working schedule was expensed through profit and loss. Opera was incorporated
on 11 November 2014 with an initial share capital of £52,500 and raised £1,200,000 before transaction expenses
through a fundraising at a placing price of 10 pence per share in conjunction with its initial admission to the Standard
Segment and to trading on the Main Market in April 2015, in order to finance the identification and acquisition of a
natural resources company, business, project or asset that it would develop and grow. The acquisition of Opera shares
was undertaken by Kibo to focus on the further development of the Mbeya Coal to Power Project and accordingly Kibo
diluted its interest in Kibo Gold Limited projects. Opera was renamed Katoro Gold PLC (“Katoro”) and was admitted
to AIM on 23 May 2017. Kibo retains an interest of 56.7% in Katoro.
IFRS 3: Business Combinations
The acquisition of Katoro by Kibo read in accordance with
, an entity which does not
have processes, input and output cannot be defined as a business. Thus, as Katoro is not a business as defined in
accordance with IFRS 3, the acquisition method as prescribed by IFRS 3 would not be applicable. As a result, the
acquisition is classified as a disposal without a loss of control transaction in terms of IFRS, as the majority of
shareholder of the Kibo Group before and after the acquisition is similar. This results therein that no fair value exercise
was performed on the Katoro assets and liabilities acquired; all existing book values were carried over to the Kibo
group; no additional goodwill was generated from this transaction and any difference between the value of the shares
received by Kibo and the net asset value of Katoro at its acquisition date has been recognised in equity reserves.
41 KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2017
41
Intangible assets consist solely 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
Pinewood
Mbeya Coal
Project
to Power
(£)
Project (£)
Lake
Victoria
Project
(£)
Haneti
Total (£)
Project (£)
- 15,896,105 1,700,000
-
17,596,105
Valuation as at 1 January 2016
Impairment of prospecting licences
Carrying value as at 1 January 2017
Reversal of impairment of licences
Impairment of prospecting licences
Carrying value as at 31 December 2017
Reversal of impairment of licences
- 15,896,105 1,700,000
17,596,105
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
- 15,896,105 1,700,000
17,596,105
-
-
-
-
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 with an indefinite useful life are assessed for impairment on an annual basis, against the prospective
fair value of the intangible asset. The valuation of intangible assets with an indefinite useful life is reassessed on an
annual basis through valuation techniques applicable to the nature of the intangible assets.
In assessing whether a write-down is required in the carrying value of a potentially impaired intangible asset, the
asset’s carrying value is compared with its recoverable amount. The recoverable amount is the higher of the asset’s
fair value less costs to sell and value in use. The valuation techniques applicable to the valuation of the
abovementioned intangible assets comprise a combination of fair market values, discounted cash flow projections
and historic transaction prices.
The following key assumptions influence the measurement of the intangible assets recoverable amounts, through
utilising the value in use method in order to determine the recoverable amount:
•
•
•
•
•
•
•
Comparable market value of similar mineral statements;
Currency fluctuations and exchange movements;
Expected growth rates;
Cost of capital related to funding requirements;
Applicable discounts rates;
Future operating expenditure for extraction and mining of measured mineral resources; and
Co-operation of key project partners going forward.
Through review of the project specific financial, operational, market and economic indicators applicable to the above
intangible assets, impairment indicators were identified which required impairment of the intangible assets and
reversal of impairments recognised in respect of selective exploration projects.
40
KIBO MINING PLC
NOTES TO THE ANNUAL FINANCIAL STATEMENTS
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2017
The following table provides detail relating to the acquisitions:
Property, plant and equipment
Current taxation receivable
Trade and other receivables
Cash and cash equivalents
Trade and other payables
Net assets acquired
Group
Group
2017 (£)
2016 (£)
-
-
863,254
465,408
548,018
(780,644)
457
-
-
-
(8,769)
(9,226)
Katoro (previously Opera Investments Plc), was a cash shell listed on the Alternative Investment Market (“AIM”) of
the LSE, where its objective was to acquire early stage exploration projects, such as the Lake Victoria project. Katoro
incurred a net loss of £1,888,363 during the 2017 financial period since acquisition, of which £911,648 related to
exploration activities, £206,670 relates to deemed cost of listing and £770,141 relate to administrative costs, including
listing and capital raising fees. The purchase price paid by Katoro included settlement of the outstanding loan account
amount and related cost incurred on the project.
13
Trade and other receivables
.
Group
2017 (£)
Group
2016 (£)
Company
2017 (£)
Company
2016 (£)
Amounts falling due over one year:
Amounts owed by group undertakings
Amounts falling due within one year:
Other debtors
-
-
24,402,788
26,998,867
59,046
59,046
50,633
50,633
413
24,403,201
690
26,999,557
The nature of amounts owed by Group undertakings is such that the expected recovery thereof is in excess of one
year, and is thus classified as amounts falling due after one year.
The carrying value of current trade and other receivables equals their fair value due mainly to the short-term nature
of these receivables.
Amounts owed by group undertakings represent inter-company loans between the Company and its subsidiaries.
They have no fixed repayment terms, bear no interest and are unsecured, resulting in the recognition of the receivable
as a non-current asset due to settlement being extended beyond 12 months.
The net decrease in amounts owed by group undertakings relates to the settlement of the £1.5million Sanderson
borrowings during the prior financial period, through the issue of shares in Mbeya Coal Development Company
Limited, a subsidiary of the Company (see Note 21).
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.
KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2017 42
42
KIBO MINING PLC
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2017
NOTES TO THE ANNUAL FINANCIAL STATEMENTS
KIBO MINING PLC
NOTES TO THE ANNUAL FINANCIAL STATEMENTS
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2017
The following table provides detail relating to the acquisitions:
Property, plant and equipment
Current taxation receivable
Trade and other receivables
Cash and cash equivalents
Trade and other payables
Net assets acquired
Group
Group
2017 (£)
2016 (£)
-
-
863,254
465,408
548,018
(780,644)
457
-
-
-
(8,769)
(9,226)
Katoro (previously Opera Investments Plc), was a cash shell listed on the Alternative Investment Market (“AIM”) of
the LSE, where its objective was to acquire early stage exploration projects, such as the Lake Victoria project. Katoro
incurred a net loss of £1,888,363 during the 2017 financial period since acquisition, of which £911,648 related to
exploration activities, £206,670 relates to deemed cost of listing and £770,141 relate to administrative costs, including
listing and capital raising fees. The purchase price paid by Katoro included settlement of the outstanding loan account
amount and related cost incurred on the project.
Trade and other receivables
13
.
Group
2017 (£)
Group
2016 (£)
Company
2017 (£)
Company
2016 (£)
Amounts falling due over one year:
Amounts owed by group undertakings
Amounts falling due within one year:
Other debtors
-
-
24,402,788
26,998,867
59,046
59,046
50,633
50,633
413
690
24,403,201
26,999,557
The nature of amounts owed by Group undertakings is such that the expected recovery thereof is in excess of one
year, and is thus classified as amounts falling due after one year.
The carrying value of current trade and other receivables equals their fair value due mainly to the short-term nature
of these receivables.
Amounts owed by group undertakings represent inter-company loans between the Company and its subsidiaries.
They have no fixed repayment terms, bear no interest and are unsecured, resulting in the recognition of the receivable
as a non-current asset due to settlement being extended beyond 12 months.
The net decrease in amounts owed by group undertakings relates to the settlement of the £1.5million Sanderson
borrowings during the prior financial period, through the issue of shares in Mbeya Coal Development Company
Limited, a subsidiary of the Company (see Note 21).
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.
14. Cash
Cash consists of:
Short term convertible cash reserves
Group (£)
Company (£)
2017
2016
2017
2016
766,586
766,586
382,339
382,339
5,690
5,690
22,082
22,082
Cash has not been ceded, or placed as encumbrance toward any liabilities as at year end.
15.
Share capital - Group and Company
Authorised equity
2017
2016
1,000,000,000 (2016: 1,000,000,000) Ordinary shares of €0.015 each
3,000,000,000 deferred shares of €0.009 each
Allotted, issued and fully paid shares
€15,000,000
€15,000,000
€42,000,000 €42,000,000
€27,000,000
€27,000,000
(2017: 395,254,364 Ordinary shares of €0.015 each)
(2016: 363,976,596 Ordinary shares of €0.015 each)
1,291,394,535 Deferred shares of €0.009 each
£4,758,595
-
£14,015,670
£9,257,075
-
£4,346,890
£13,603,965
£9,257,075
Number of
Shares
Ordinary
Share
Capital
(£)
Deferred
Share
Capital
(£)
Share
Premium
(£)
Treasury
shares
(£)
Balance at 31 December 2016
363,976,596
4,346,890
9,257,075
27,318,262
Shares issued during the period
Balance at 31 December 2017
31,277,768
395,254,364
411,705
4,758,595
-
9,257,075
1,151,488
28,469,750
-
-
-
All ordinary shares issued have the right to vote, right to receive dividends, a copy of the annual report, and the right
to transfer ownership of their shares.
The Deferred Shares will not entitle holders to receive notice of, or attend or vote at any general meeting of the
Company or to receive a dividend or other distribution or to participate in any return on capital on a winding up other
than the nominal amount paid following a substantial distribution to the holders of the Ordinary Shares in the
Company. Accordingly, for all practical purposes the Deferred Shares will be valueless, and it is the board’s intention
at the appropriate time, to purchase the Deferred Shares at an aggregate consideration of €1.
16. Control reserve
The transaction with Opera Investments (refer to note 12) represented a disposal without loss of control. Under IFRS
this constitutes a transaction with equity holders and as such is recognised through equity as opposed to recognising
goodwill. The control reserve represents the difference between the purchase consideration and the book value of the
net assets and liabilities acquired in the transaction with Opera Investments.
42
43 KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2017
43
KIBO MINING PLC
NOTES TO THE ANNUAL FINANCIAL STATEMENTS
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2017
17. 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
Issue of share options and warrants
Reclassification of share based payment reserve on expired share options
2017
514,279
2016
514,279
41,807
556,086
-
514,279
-
Share options and warrants in the current year relate to 1,208,333 ordinary shares in Katoro Gold Plc Group, issued
to directors of Katoro Gold Plc. The fair value of the warrants issued have been determined using the Black-Scholes
option pricing model. The fair value at the date of the grant per warrant was £0. 06.
Company (£)
Opening balance of share based payment reserve
Issue of share options and warrants
Reclassification of share based payment reserve on expired share options
Costs associated with options issued as stated above.
2017
514,279
-
-
514,279
2016
514,279
-
-
514,279
The Group recognised the following expense related to equity settled share based payment transactions:
2017 (£)
2016 (£)
Fair value of share options issued
Non-executive Directors emoluments settled
Geological expenditure settled*
Listing and capital raising fees
-
-
13,194
921,737
908,543
-
-
8,822
1,656,826
1,648,004
* The company issued 277,768 ordinary shares of €0.015 par value each in the capital of the Company to service
providers in settlement of invoices for a total amount of £13,194. The shares issued were in respect of invoices for
geological and investor relations services to the Company and were issued at a price of 4.75p per Kibo share.
The Company recognised the following expense related to equity settled share based payment transactions:
2017 (£)
2016 (£)
Fair value of share options issued
Listing and capital raising fees
Non-executive Directors emoluments settled
-
908,543
908,543
-
-
1,648,004
1,648,004
-
At 31 December 2017 the Company had 14,399,333 options and 10,000,000 warrants outstanding detailed below:
Exercisable
as at 31
December
2017
Exercise
start date
Exercise
Price
Number
Granted
Date of
Grant
Expiry
date
Options
02 Jun 15
02 Jun 15
1 Jun 18
5p
14,399,333
14,399,333
KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2017 44
44
KIBO MINING PLC
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2017
NOTES TO THE ANNUAL FINANCIAL STATEMENTS
KIBO MINING PLC
NOTES TO THE ANNUAL FINANCIAL STATEMENTS
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2017
17. Share based payments reserve
Warrants
20 Feb 15
Total Contingently Issuable shares
24 Mar 15 23 Mar 18
9p
The following reconciliation serves to summarise the composition of the share based payment reserve as at period
Reconciliation of the quantity of share options in issue:
end:
10,000,000
24,399,333
10,000,000
24,399,333
Opening balance of share based payment reserve
Issue of share options and warrants
Reclassification of share based payment reserve on expired share options
Share options and warrants in the current year relate to 1,208,333 ordinary shares in Katoro Gold Plc Group, issued
to directors of Katoro Gold Plc. The fair value of the warrants issued have been determined using the Black-Scholes
option pricing model. The fair value at the date of the grant per warrant was £0. 06.
Opening balance
Issue of share options
Expiration of share options
Reconciliation of the quantity of warrants in issue:
Opening balance of share based payment reserve
Issue of share options and warrants
Reclassification of share based payment reserve on expired share options
Costs associated with options issued as stated above.
Opening balance
Warrants issued
Warrants exercised
Warrants lapsed
Group
Company
2017
2016
2017
2016
14,399,333 14,399,333
14,399,333 14,399,333
-
14,399,333 14,399,333
-
-
-
-
14,399,333 14,399,333
-
-
-
Group
Company
2017
10,000,000
2016
10,000,000
2017
10,000,000
2016
10,000,000
-
-
10,000,000
-
-
-
10,000,000
-
-
-
10,000,000
-
-
-
10,000,000
-
Group (£)
2017
2016
514,279
514,279
41,807
556,086
514,279
-
-
Company (£)
2017
2016
514,279
514,279
-
-
-
-
514,279
514,279
Weighted average remaining contractual life of warrants is 0.2 years, and options are 0.5 years. The average share
price during the year was £0.0557. The weighted average exercise price of the options and warrants outstanding at
year end was £0.05 and £0.09 respectively.
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 10,000,0000 warrants, with an expiry date of 23 March 2018, exercisable at £0.09 and 14,399,333 options, with
an expiry date of 1 June 2018, exercisable at £0.05 outstanding as at year end were issued as incentive to joint-venture
partners and employees respectively in order to retain fruitful continued financial relationships with these
stakeholders respectively. No fair value was allocated to the 10,000,000 warrants in issue at year end as the Directors
considered that no services were received in exchange for the issue of warrants.
18.
Translation reserves
The foreign exchange reserve relates to the foreign exchange effect of the retranslation of the Group’s overseas
subsidiaries on consolidation into the Group’s financial statements, taking into account the financing provided to
subsidiary operations is seen as part of the Group’s net investment in subsidiaries.
Company
Group
Opening balance
Movement during the period
Closing balance of foreign currency
translation reserve
2017 (£)
2016 (£)
2017 (£)
2016 (£)
(285,491)
(384,619)
47,430
52,499
(268,506)
16,985
(285,491)
99,128
14,723
(32,707)
47,430
(5,069)
44
45 KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2017
45
The Group recognised the following expense related to equity settled share based payment transactions:
2017 (£)
2016 (£)
Fair value of share options issued
Non-executive Directors emoluments settled
Geological expenditure settled*
Listing and capital raising fees
13,194
921,737
908,543
1,656,826
8,822
1,648,004
* The company issued 277,768 ordinary shares of €0.015 par value each in the capital of the Company to service
providers in settlement of invoices for a total amount of £13,194. The shares issued were in respect of invoices for
geological and investor relations services to the Company and were issued at a price of 4.75p per Kibo share.
The Company recognised the following expense related to equity settled share based payment transactions:
2017 (£)
2016 (£)
-
-
-
-
-
-
-
-
Fair value of share options issued
Listing and capital raising fees
Non-executive Directors emoluments settled
At 31 December 2017 the Company had 14,399,333 options and 10,000,000 warrants outstanding detailed below:
Options
Date of
Grant
Exercise
start date
Expiry
date
Exercise
Price
Number
Granted
02 Jun 15
02 Jun 15
1 Jun 18
5p
14,399,333
14,399,333
908,543
908,543
1,648,004
1,648,004
Exercisable
as at 31
December
2017
KIBO MINING PLC
NOTES TO THE ANNUAL FINANCIAL STATEMENTS
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2017
19.
Non-controlling interest
The non-controlling interest carried forward relates to the 2.5% interest held by Sanderson Capital Partners Limited
in the Mbeya Coal Development Limited and its subsidiaries with effect from 1 September 2016. Effective on 23 May
2017 the Company concluded the disposal of its Kibo Gold Group of entities to Katoro Gold in exchange for 57.1%
equity in Katoro Gold. The transaction did not result in a loss of control.
Group
Opening balance
Disposal of interest in subsidiary without loss of control
Acquisition of interest in subsidiary
Loss for the year allocated to non-controlling interest
Closing balance of non-controlling interest
2017 (£)
2016 (£)
(1,435)
-
(803,421)
235,100
(1,383,388)
(813,632)
(27,515)
-
(1,435)
26,080
The summarised financial information for significant subsidiaries in which the non-controlling interest has an
influence, namely the Katoro Gold Group as at ended 31 December 2017, is presented below:
Katoro plc Group
2017 (£)
Statement of Financial position
Total assets
Statement of Profit and Loss
Total liabilities
Revenue for the period
Statement of Cash Flow
Loss for the period
Cash flows from operating activities
Cash flows from investing activities
Cash flows from financing activities
Trade and other payables
20.
566,658
(175,284)
-
(1,888,461)
(1,230,170)
-
1,783,753
Amounts falling due within one year:
Group
2017 (£)
Group
2016 (£)
Company
2017 (£)
Company
2016 (£)
Trade payables
266,218
266,218
146,380
146,380
86,736
86,736
35,003
35,003
The carrying value of current trade and other payables equals their fair value due mainly to the short term nature of
these receivables.
21.
Borrowings
Amounts falling due within one year:
Short term loans
Reconciliation of borrowings:
Group
2017 (£)
Group
2016 (£)
Company
2017 (£)
Company
2016 (£)
1,210,768
1,210,768
Group
2017 (£)
251,928
251,928
Group
2016 (£)
1,210,768
1,210,768
Company
2017 (£)
251,928
251,928
Company
2016 (£)
Opening balance
Raised during the year
Closing balance
Settled through the issue of shares
251,928
1,748,840
1,210,768
(790,000)
-
251,928
251,928
-
251,928
1,748,840
1,210,768
(790,000)
-
251,928
251,928
-
KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2016 46
46
KIBO MINING PLC
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2017
NOTES TO THE ANNUAL FINANCIAL STATEMENTS
KIBO MINING PLC
NOTES TO THE ANNUAL FINANCIAL STATEMENTS
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2017
19.
Non-controlling interest
The non-controlling interest carried forward relates to the 2.5% interest held by Sanderson Capital Partners Limited
in the Mbeya Coal Development Limited and its subsidiaries with effect from 1 September 2016. Effective on 23 May
2017 the Company concluded the disposal of its Kibo Gold Group of entities to Katoro Gold in exchange for 57.1%
equity in Katoro Gold. The transaction did not result in a loss of control.
Opening balance
Disposal of interest in subsidiary without loss of control
Acquisition of interest in subsidiary
Loss for the year allocated to non-controlling interest
Closing balance of non-controlling interest
The summarised financial information for significant subsidiaries in which the non-controlling interest has an
influence, namely the Katoro Gold Group as at ended 31 December 2017, is presented below:
Katoro plc Group
2017 (£)
Group
2017 (£)
2016 (£)
(1,435)
-
(803,421)
(1,383,388)
235,100
(813,632)
(27,515)
-
(1,435)
26,080
566,658
(175,284)
-
-
(1,888,461)
(1,230,170)
1,783,753
Statement of Financial position
Total assets
Statement of Profit and Loss
Total liabilities
Revenue for the period
Statement of Cash Flow
Loss for the period
Cash flows from operating activities
Cash flows from investing activities
Cash flows from financing activities
Trade and other payables
20.
Amounts falling due within one year:
Group
Group
2017 (£)
2016 (£)
Company
2017 (£)
Company
2016 (£)
Trade payables
266,218
266,218
146,380
146,380
86,736
86,736
35,003
35,003
The carrying value of current trade and other payables equals their fair value due mainly to the short term nature of
these receivables.
Borrowings
21.
Amounts falling due within one year:
Short term loans
Reconciliation of borrowings:
Group
Group
2017 (£)
2016 (£)
Company
2017 (£)
Company
2016 (£)
1,210,768
1,210,768
Group
251,928
251,928
Group
2017 (£)
2016 (£)
1,210,768
1,210,768
251,928
251,928
Company
2017 (£)
Company
2016 (£)
Opening balance
Raised during the year
Closing balance
Settled through the issue of shares
251,928
1,748,840
1,210,768
(790,000)
251,928
251,928
-
-
251,928
1,748,840
1,210,768
(790,000)
251,928
251,928
-
-
The borrowings relate to the unsecured interest free loan facility from Sanderson Capital Partners Limited which was
repayable either through the issue of cash or ordinary shares in the Company. On 1 September 2016, the Company
renegotiated the settlement terms where Sanderson Capital Partners Limited agreed to convert the full loan amount
outstanding (£1.5million) into a 2.5% equity interest in the Mbeya Development Company Limited which is a 100%
held subsidiary of the Group, and holds 100% interest in the Mbeya Coal to Power Project. Towards the end of 2016
and during the 2017 financial year, the Group drew down £2,000,768 of the revised facility and settled £790,000 by
way of a share issue. A further balance of £565,308 was settled by way of cash and shares (£365,500) issued
subsequent to year end – refer post balance sheet events.
22.
Provisions
Amounts falling due within one year:
Group
2017 (£)
Group
2016 (£)
Company
2017 (£)
Company
2016 (£)
Potential corporate transaction
-
-
115,663
115,663
-
-
115,663
115,663
Under the terms of the heads of terms agreement with Opera Investments Plc (“Opera”) on 23 September 2016, the
Kibo Group agreed to undertake due diligence and incur costs associated with the Katoro transaction. These costs
were incurred by Opera during the 2016 financial period, and settled on date of listing by Kibo, decreasing the liability
during the current period.
23.
Investment in group undertakings
Investments at Cost
At 1 January 2016
Additions
Disposals
At 31 December 2016 (£)
Additions
Provision for impairment
Disposals
At 31 December 2017 (£) *
Subsidiary
undertakings
(£)
1,700,000
-
-
1,700,000
3,710,000
(1,941,776)
-
3,468,224
* The above investment in subsidiaries comprises the carrying value of the investments in Kibo Mining (Cyprus)
Limited, Sloane Developments Limited and Katoro Gold Plc to the value of £1,700,000, £nil and £1,768,224
respectively. As at year end, the investment in Katoro Gold Plc, originally purchased for £3,710,000, showed
indications of impairment, based on the fair market value (£0.02880 per share) at which the shares were being traded
on the Alternative Investment Market of the LSE. This resulted in an impairment being recognised through profit and
loss against the investment in Katoro Gold Plc amounting to £1,941,776 for the Company.
46
47 KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2016
47
KIBO MINING PLC
NOTES TO THE ANNUAL FINANCIAL STATEMENTS
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2017
At 31 December 2017 the Company had the following undertakings:
Subsidiary,
associate or
Joint
Venture
Activity
Incorporated
in
Interest
held
(2017)
Interest
held
(2016)
Description
Directly held subsidiaries
Sloane Developments Limited
Subsidiary
Holding Company
Kibo Mining (Cyprus) Limited
Katoro Gold Plc
Indirectly held subsidiaries
Subsidiary
Treasury Function
Subsidiary Mineral Exploration
United
Kingdom
Cyprus
United
Kingdom
100%
100%
100%
57%
100%
-
Kibo Gold Limited
Savannah Mining Limited
Reef Miners Limited
Kibo Nickel Limited
Eagle Exploration Limited
Mzuri Energy Limited
Mbeya Holdings Limited
Mbeya Development Limited
Mbeya Mining Company Limited
Mbeya Coal Limited
Mzuri Power Limited
Mbeya Power Tanzania Limited
Kibo Mining South Africa (Pty) Ltd
Kibo
(Tanzania)
Limited
Kibo MXS Limited
Tourlou Limited
Mzuri
Limited
Protocol Mining Limited
Jubilee Resources Limited
Kibo Jubilee (Cyprus) Limited
Kibo Uranium Limited
Pinewood Resources Limited
Makambako Resources Limited
Exploration
Exploration
Services
Subsidiary
Holding Company
Subsidiary Mineral Exploration
Subsidiary Mineral Exploration
Subsidiary
Holding Company
Subsidiary Mineral Exploration
Holding Company
Subsidiary
Holding Company
Subsidiary
Holding Company
Subsidiary
Subsidiary
Holding Company
Subsidiary Mineral Exploration
Holding Company
Subsidiary
Power Generation
Subsidiary
Treasury Function
Subsidiary
Treasury Function
Subsidiary
Holding Company
Subsidiary
Subsidiary
Holding Company
Subsidiary Exploration Services
Subsidiary Exploration Services
Subsidiary Mineral Exploration
Subsidiary
Holding Company
Subsidiary Mineral Exploration
Subsidiary Mineral Exploration
Subsidiary Mineral Exploration
Cyprus
Tanzania
Tanzania
Cyprus
Tanzania
Canada
Cyprus
Cyprus
Cyprus
Tanzania
Cyprus
Tanzania
South Africa
Tanzania
Cyprus
Cyprus
Tanzania
Tanzania
Tanzania
Cyprus
Cyprus
Tanzania
Tanzania
57%
57%
57%
100%
100%
100%
97,5%
97,5%
97,5%
100%
100%
97,5%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
97,5%
97,5%
97,5%
100%
100%
97,5%
100%
100%
100%
100%
100%
100%
50%
50%
50%
50%
50%
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.
Group – 2017 Financial Period
The aggregate pre-consolidation capital and reserves and results of the subsidiary undertakings for the last relevant
financial period were as follows:
Profit/(loss)
for the
period (£)
Net Asset
Value/ (Net
Liability
Value)
(£)
Reef Miners Limited
Jubilee Resources Limited
Kibo Cyprus Jubilee Limited
Savannah Mining Limited
Kibo Gold Limited
Kibo Exploration Limited
KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2016 48
48
(1,882,194)
(1,271,268)
(10,438)
(938,819)
(220,345)
(561,939)
(959,515)
(7,812)
(4,035)
(119,169)
(175,498)
(112,686)
KIBO MINING PLC
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2017
NOTES TO THE ANNUAL FINANCIAL STATEMENTS
KIBO MINING PLC
NOTES TO THE ANNUAL FINANCIAL STATEMENTS
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2017
At 31 December 2017 the Company had the following undertakings:
Subsidiary,
associate or
Joint
Venture
Incorporated
held
held
Activity
in
(2017)
(2016)
Interest
Interest
Description
Directly held subsidiaries
Sloane Developments Limited
Subsidiary
Holding Company
100%
100%
Subsidiary
Treasury Function
Subsidiary Mineral Exploration
100%
57%
100%
-
Kibo Mining (Cyprus) Limited
Katoro Gold Plc
Indirectly held subsidiaries
Kibo Gold Limited
Savannah Mining Limited
Reef Miners Limited
Kibo Nickel Limited
Eagle Exploration Limited
Mzuri Energy Limited
Mbeya Holdings Limited
Mbeya Development Limited
Mbeya Mining Company Limited
Mbeya Coal Limited
Mzuri Power Limited
Mbeya Power Tanzania Limited
Kibo Mining South Africa (Pty) Ltd
Kibo
Exploration
(Tanzania)
Limited
Kibo MXS Limited
Tourlou Limited
Mzuri
Limited
Subsidiary
Holding Company
Subsidiary Mineral Exploration
Subsidiary Mineral Exploration
Subsidiary
Holding Company
Subsidiary Mineral Exploration
Subsidiary Mineral Exploration
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Holding Company
Holding Company
Holding Company
Holding Company
Holding Company
Power Generation
Treasury Function
Treasury Function
Subsidiary
Subsidiary
Holding Company
Holding Company
Exploration
Services
Subsidiary Exploration Services
Protocol Mining Limited
Jubilee Resources Limited
Kibo Jubilee (Cyprus) Limited
Kibo Uranium Limited
Pinewood Resources Limited
Makambako Resources Limited
Subsidiary Exploration Services
Subsidiary Mineral Exploration
Subsidiary
Holding Company
Subsidiary Mineral Exploration
Subsidiary Mineral Exploration
Subsidiary Mineral Exploration
United
Kingdom
Cyprus
United
Kingdom
Cyprus
Tanzania
Tanzania
Cyprus
Tanzania
Canada
Cyprus
Cyprus
Cyprus
Tanzania
Cyprus
Tanzania
Cyprus
Cyprus
Tanzania
Tanzania
Tanzania
Cyprus
Cyprus
Tanzania
Tanzania
South Africa
Tanzania
57%
57%
57%
100%
100%
100%
97,5%
97,5%
97,5%
100%
100%
97,5%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
97,5%
97,5%
97,5%
100%
100%
97,5%
100%
100%
100%
100%
100%
100%
50%
50%
50%
50%
50%
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.
financial period were as follows:
Group – 2017 Financial Period
The aggregate pre-consolidation capital and reserves and results of the subsidiary undertakings for the last relevant
Net Asset
Profit/(loss)
for the
period (£)
Value/ (Net
Liability
Value)
(£)
Kibo Mining South Africa
Kibo Mining Cyprus
Protocol Mining Limited
Mzuri Exploration Limited
Kibo MXS Limited
Tourlou Limited
Eagle Gold Limited
Kibo Nickel Limited
Makambako Limited
Pinewood Resources Limited
Kibo Uranium Limited
Rukwa Holdings Limited
Mzuri Energy Limited
Rukwa Coal Limited
Mzuri Power Limited
Rukwa Mining Limited
Rukwa Development Limited
Sloane Developments Limited
Katoro Limited
Kibo Mining Plc
9,093
(21,122,347)
(9,553)
(1,212,094)
(5,726)
(4,585)
(661,019)
(10,315)
(39,214)
(492,549)
(10,682)
(8,984)
(21,341)
(320,023)
(246,728)
156,029
3,239
(18,407)
2,099,584
26,579,611
(209)
3,539,547
(1,599)
(439,805)
(2,871)
(4,275)
36,677
(2,871)
(388)
(3,403)
(3,255)
(2,479)
-
(111,347)
(119,778)
(15,256)
(181,022)
(4,603)
(709,008)
(3,269,920)
* 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.
Group – 2016 Financial Period
Sloane Developments Limited
Kibo Mining (Cyprus) Limited
Kibo Gold Limited
Savannah Mining Limited
Reef Mining Limited
Kibo Nickel Limited
Eagle Exploration Mining Limited
Mzuri Energy Limited
Mbeya Holdings Limited
Mbeya Development Limited
Mbeya Mining Company Limited
Mbeya Coal Limited
Mzuri Power Limited
Mbeya Power Tanzania Limited
Kibo Mining South Africa Limited
Kibo Exploration (Tanzania) Limited
Kibo MXS Limited
Tourlou Limited
Mzuri Exploration Services Limited
Protocol Mining Limited*
Profit/(loss)
for the
period (£)
Net Asset
Value/ (Net
Liability
Value)
(£)
(13,804)
(25,954,475)
(41,065)
(904,822)
(1,059,829)
(7,125)
(697,278)
(16,016)
(6,225)
181,326
165,535
(234,268)
(120,186)
-
9,030
(498,527)
(2,697)
(1,337)
(865,278)
-
(10,108)
5,619,460
(34,928)
(29,192)
(120,000)
(2,660)
(71,592)
(85)
(6,527)
(3,110)
(2,537)
327,056
(112,858)
-
(1,316)
262,499
(6,671)
(2,611)
(422,616)
-
Reef Miners Limited
Jubilee Resources Limited
Kibo Cyprus Jubilee Limited
Savannah Mining Limited
Kibo Gold Limited
Kibo Exploration Limited
48
(1,882,194)
(1,271,268)
(959,515)
(7,812)
(10,438)
(4,035)
(119,169)
(938,819)
(220,345)
(561,939)
(175,498)
(112,686)
* 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.
49 KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2016
49
KIBO MINING PLC
NOTES TO THE ANNUAL FINANCIAL STATEMENTS
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2017
24.
Related party transactions
Related parties of the Group comprise subsidiaries, joint ventures, significant shareholders, the Board of Directors
and related parties in terms of the listing requirements.
Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on
consolidation.
Board of Directors/ Key Management
Name
Relationship (Directors of:)
Andreas Lianos
Other entities over which directors/key management or their close family have control or significant
influence:
River Group, Boudica Group, Tsitato Trading Limited, Gattonside Trading Limited and
Namaqua Management Limited
River Group
River Group provide corporate advisory services and is the Company’s
Designated Advisor.
Boudica Group
Kibo Mining Plc is a shareholder of the following companies and as such are considered related parties:
Boudica Group provides secretarial services to the Group.
Directly held subsidiaries:
Indirectly held subsidiaries:
Sloane Developments Limited
Kibo Mining (Cyprus) Limited
Katoro Gold Plc
Kibo Gold Limited
Kibo Mining South Africa Limited
Savannah Mining Limited
Reef Mining Limited
Kibo Nickel Limited
Eagle Exploration Mining Limited
Mzuri Energy Limited
Rukwa Holdings Limited
Rukwa Development Limited
Rukwa Mining Company Limited
Rukwa Coal Limited
Mzuri Power Limited
Kibo Exploration (Tanzania) Limited
Mbeya Power Tanzania Limited
Kibo MXS Limited
Mzuri Exploration Services Limited
Tourlou Limited
Kibo Uranium Limited
Pinewood Resources Limited
Makambako Resources Limited
Jubilee Resources Limited
Kibo Jubilee (Cyprus) Limited
The transactions during the period between the Company and its subsidiaries included the settlement of expenditure
to/from subsidiaries, working capital funding, and settlement of the Company’s liabilities through the issue of equity
in subsidiaries. The loans to/ from group companies do not have fixed repayment terms and are unsecured.
The following transactions have been entered into with related entities, by way of common directorship, throughout
the financial period.
KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2017 50
50
KIBO MINING PLC
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2017
NOTES TO THE ANNUAL FINANCIAL STATEMENTS
KIBO MINING PLC
NOTES TO THE ANNUAL FINANCIAL STATEMENTS
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2017
River Group was paid £78,294 (2016: £47,009) for designated advisor services, corporate advisor services and
corporate financer fees during the year settled through cash. No fees are payable to River Group as at year end. The
expenditure was recognised in the Company as part of administrative expenditure.
During the year, Namaqua Management Limited or its nominees, was paid £573,438 (2016: £574,685) for the
provision of administrative and management services. £48,824 was payable at the year-end (2016: Nil). Furthermore,
during the current year, L. Coetzee, N. O’Keeffe and AL. Lianos each received 1,300,000 ordinary shares valued at
£65,000 in lieu of services as directors.
The Boudica Group was paid £59,358 (2016: £38,552) in cash for corporate services during the current financial
period. No fees are payable to Boudica Group at year end.
25.
Financial Instruments and Financial Risk Management
The Group and Company’s principal financial instruments comprises cash. The main purpose of these financial
instruments is to provide finance for the Group and Company’s operations. The Group has various other financial
assets and liabilities such as trade receivables and trade payables, which arise directly from its operations.
It is, and has been throughout the 2017 and 2016 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.
2016 (£)
2017 (£)
Loans and
receivables
Financial
liabilities
Loans and
receivables
Financial
liabilities
Financial instruments of the Group are:
Financial assets at amortised cost
Trade and other receivables
Cash
Financial liabilities at amortised cost
59,046
766,586
-
-
50,633
382,339
-
-
Trade payables
Borrowings
-
825,632
-
266,218
1,476,986
1,210,768
-
432,972
-
146,380
398,308
251,928
2017 (£)
2016 (£)
Loans and
receivables
Financial
liabilities
Loans and
receivables
Financial
liabilities
Financial instruments of the Company are:
Financial assets at amortised cost
Trade and other receivables – non current
Trade and other receivables – current
Cash
Financial liabilities at amortised cost
24,402,788
413
5,690
-
-
-
26,998,867
690
22,082
-
-
-
Trade payables – current
Borrowings
Foreign currency risk
-
24,408,891
-
86,736
1,297,504
1,210,768
-
27,021,639
-
35,003
286,931
251,928
The Group undertakes certain transactions denominated in foreign currencies and exposures to exchange rate
fluctuations therefore arise. Exchange rate exposures are managed by continuously reviewing exchange rate
movements in the relevant foreign currencies. The exposure to exchange rate fluctuations is limited as the Company’s
subsidiaries operate mainly with Sterling, Euros, South African Rand, US Dollar and Tanzanian Shillings.
51
51 KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2017
24.
Related party transactions
Related parties of the Group comprise subsidiaries, joint ventures, significant shareholders, the Board of Directors
and related parties in terms of the listing requirements.
Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on
consolidation.
Board of Directors/ Key Management
Name
Relationship (Directors of:)
Andreas Lianos
River Group, Boudica Group, Tsitato Trading Limited, Gattonside Trading Limited and
Other entities over which directors/key management or their close family have control or significant
Namaqua Management Limited
influence:
River Group
River Group provide corporate advisory services and is the Company’s
Designated Advisor.
Boudica Group
Kibo Mining Plc is a shareholder of the following companies and as such are considered related parties:
Boudica Group provides secretarial services to the Group.
Directly held subsidiaries:
Sloane Developments Limited
Kibo Mining (Cyprus) Limited
Katoro Gold Plc
Indirectly held subsidiaries:
Kibo Gold Limited
Kibo Mining South Africa Limited
Savannah Mining Limited
Reef Mining Limited
Kibo Nickel Limited
Eagle Exploration Mining Limited
Mzuri Energy Limited
Rukwa Holdings Limited
Rukwa Development Limited
Rukwa Mining Company Limited
Rukwa Coal Limited
Mzuri Power Limited
Kibo Exploration (Tanzania) Limited
Mbeya Power Tanzania Limited
Kibo MXS Limited
Mzuri Exploration Services Limited
Tourlou Limited
Kibo Uranium Limited
Pinewood Resources Limited
Makambako Resources Limited
Jubilee Resources Limited
Kibo Jubilee (Cyprus) Limited
The transactions during the period between the Company and its subsidiaries included the settlement of expenditure
to/from subsidiaries, working capital funding, and settlement of the Company’s liabilities through the issue of equity
in subsidiaries. The loans to/ from group companies do not have fixed repayment terms and are unsecured.
The following transactions have been entered into with related entities, by way of common directorship, throughout
the financial period.
50
KIBO MINING PLC
NOTES TO THE ANNUAL FINANCIAL STATEMENTS
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2017
At the period ended 31 December 2017, the Group had no outstanding forward exchange contracts.
Exchange rates used for conversion of foreign subsidiaries undertakings were:
2017
2016
ZAR to GBP (Spot)
ZAR to GBP (Average)
USD to GBP (Spot)
USD to GBP (Average)
EURO to GBP (Spot)
EURO to GBP (Average)
CAD to GBP (Spot)
CAD to GBP (Average)
0.0599
0.0593
0.7411
0.7755
0.8877
0.8699
0.5903
0.5964
0.0594
0.0506
0.8127
0.7401
0.8563
0.8186
0.6033
0.5587
The executive management of the Group monitor the Group's exposure to the concentration of fair value estimation
risk on a monthly basis.
Group Sensitivity Analysis
If the GBP:EURO/ EURO:USD exchange rate was to increase/decrease by 10%, the effect on foreign currency
translation would be £2.2 million (2016: £2.5 million) and
Credit risk
£0.48 million (2016: £0.42 million) respectively.
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 (£)
2017
2016
2017
2016
Trade & other receivables
Cash
Liquidity risk management
59,046
50,633
24,403,201 26,999,557
766,586
382,339
5,690
22,082
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.
KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2017 52
52
KIBO MINING PLC
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2017
NOTES TO THE ANNUAL FINANCIAL STATEMENTS
KIBO MINING PLC
NOTES TO THE ANNUAL FINANCIAL STATEMENTS
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2017
At the period ended 31 December 2017, the Group had no outstanding forward exchange contracts.
Exchange rates used for conversion of foreign subsidiaries undertakings were:
The Group and Company’s financial liabilities as at 31 December 2017 were all payable on demand, other than the
Greater than 1
trade payables to other Group undertakings.
year
Group (£)
At 31 December 2017
Less than 1
year
2017
2016
ZAR to GBP (Spot)
ZAR to GBP (Average)
USD to GBP (Spot)
USD to GBP (Average)
EURO to GBP (Spot)
EURO to GBP (Average)
CAD to GBP (Spot)
CAD to GBP (Average)
0.0599
0.0593
0.7411
0.7755
0.8877
0.8699
0.5903
0.5964
0.0594
0.0506
0.8127
0.7401
0.8563
0.8186
0.6033
0.5587
The executive management of the Group monitor the Group's exposure to the concentration of fair value estimation
risk on a monthly basis.
Group Sensitivity Analysis
If the GBP:EURO/ EURO:USD exchange rate was to increase/decrease by 10%, the effect on foreign currency
translation would be £2.2 million (2016: £2.5 million) and
Credit risk
£0.48 million (2016: £0.42 million) respectively.
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 (£)
2017
2016
2017
2016
Trade & other receivables
Cash
Liquidity risk management
59,046
50,633
24,403,201 26,999,557
766,586
382,339
5,690
22,082
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.
Trade and other payables
Borrowings
At 31 December 2016
Trade and other payables
Borrowings
Company (£)
At 31 December 2017
Trade and other payables
Borrowings
At 31 December 2016
Trade and other payables
Borrowings
Interest rate risk
-
-
-
-
-
-
-
-
266,218
1,210,768
146,380
251,928
86,736
1,210,768
35,003
251,928
The Group and Company’s exposure to the risk of changes in market interest rates relates primarily to the Group and
Company’s holdings of cash and short term deposits.
It is the Group and Company’s policy as part of its management of the budgetary process to place surplus funds on
short term deposit in order to maximise interest earned.
Group Sensitivity Analysis:
Currently no significant impact exists due to possible interest rate changes on the Company’s interest bearing
instruments.
Capital risk management
The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern while
maximising the return to stakeholders through the optimisation of the debt and equity balance.
The Group manages its capital structure and makes adjustments to it, in light of changes in economic conditions. To
maintain or adjust its capital structure, the Group may adjust or issue new shares or raise debt. No changes were made
in the objectives, policies or processes during the period ended 31 December 2017. 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 2017, the Group had no outstanding contracts designated as hedges.
52
53 KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2017
53
KIBO MINING PLC
NOTES TO THE ANNUAL FINANCIAL STATEMENTS
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2017
26.
Events after the reporting period
Mbeya Coal to Power Project
The Group made considerable progress in the Mbeya Coal to Power Project by signing a Memorandum of
Understanding (“MOU”) with the Tanzania Electric Supply Company (“TANESCO”), on 14 February 2018. This MOU is
the precursor to the finalization of the Power Purchase Agreement (“PPA”) for the 300MW mine – mouth power
station to be constructed in south-western Tanzania. Although the PPA has not been signed at the date of issue of the
Annual Financial Statements, the Tanzanian Government’s recent pledge to support the private sector is favorable to
the Group and evidences national government’s commitment to all projects.
Strategies to complete the funding arrangements for this flagship project are ongoing.
Botswana Power Project Acquisition
On 3 April 2018, the Group completed the acquisition of an 85% interest in the Mabesekwa Coal Independent Power
Project, located in Botswana. This acquisition is in line with the Group’s strategy of positioning itself as a strategic
regional electricity supplier in Southern Africa and creates many synergies with the MCPP in Tanzania.
As a result of the acquisition, 153,710,030 ordinary shares in Kibo were issued to Sechaba Natural Resources Limited
(“Sechaba”). Sechaba retained a 15% interest in the Mabesekwa Coal Independent Power Project and gained a seat
on Kibo’s board of directors. Initial accounting for the business combination is incomplete at the time the financial
statements are authorised for issue, as management is finalising outstanding areas with regard to the acquisition.
Share placements
Subsequent to year end, the company has raised the following placements:
•
£750,000 in the placement of 17,647,060 ordinary Kibo shares at 4,25p per share;
£1,500,000 in the placement of 28,571,428 ordinary Kibo shares at 5.25p per share;
•
•
8,370,716 ordinary shares in the company were issued, at a price of 5p per share, to Sanderson Capital Partners
Limited (“Sanderson”) as a partial settlement on the balance of funds drawn down under the forward payment
facility between the Company and Sanderson. The shares issued are in respect of a repayment amount of
US$568,712 (£565,308).
Benga Power Joint Venture
The Company has signed a Joint Venture Agreement (the ‘Benga Power Joint Venture’ or ‘JV’) with Mozambique energy
company Termoeléctrica de Benga S.A. (‘Termoeléctrica’) to participate in the further assessment and potential
development of the Benga Independent Power Project (‘BIPP’), including the right to construct and operate a 150-
300MW coal fired power station. Kibo and Termoeléctrica shall hold initial Participation Interests in the
unincorporated joint venture of 65% and 35% respectively. In order to maintain this 65% interest, Kibo must fund a
maximum of £1 million towards the completion of a Definitive Feasibility Study for the BIPP.
27.
Going concern
The Company and Group’s ability to continue as a going concern is dependent on the sourcing of additional funding
by the Directors for the foreseeable future. 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.
The capital-raising subsequent to appointing the new Joint Brokers during March and April 2018 has provided further
cash resources in order to ensure prospecting activities are continued as planned without interruption. The
prospective conclusion of the Power Purchase Agreement with the Tanzania Electric Supply Company will provide
the Group with access to a currently under-served market. This project is considered the Company’s flag-ship project
and will place the Group in a favourable position to request additional funding from financers whom have supported
the Group historically due to the potential for return on their investments.
KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2017 54
54
KIBO MINING PLC
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2017
NOTES TO THE ANNUAL FINANCIAL STATEMENTS
KIBO MINING PLC
NOTES TO THE ANNUAL FINANCIAL STATEMENTS
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2017
The directors are also following an active approach to continuously reduce administrative costs in order to alleviate
the pressure on cash flow. Furthermore, while the conclusion of the Power Purchase Agreement with the Tanzania
Electric Supply Company is being finalised, the Group continues to minimize exploration activities in order to
prioritise the MCPP.
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.
Commitments and Contingencies
28.
The Group does not have identifiable material contingencies or commitments as at the reporting date. Any contingent
rental is expensed in the period in which it is incurred.
55 KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2017
55
26.
Events after the reporting period
Mbeya Coal to Power Project
The Group made considerable progress in the Mbeya Coal to Power Project by signing a Memorandum of
Understanding (“MOU”) with the Tanzania Electric Supply Company (“TANESCO”), on 14 February 2018. This MOU is
the precursor to the finalization of the Power Purchase Agreement (“PPA”) for the 300MW mine – mouth power
station to be constructed in south-western Tanzania. Although the PPA has not been signed at the date of issue of the
Annual Financial Statements, the Tanzanian Government’s recent pledge to support the private sector is favorable to
the Group and evidences national government’s commitment to all projects.
Strategies to complete the funding arrangements for this flagship project are ongoing.
Botswana Power Project Acquisition
On 3 April 2018, the Group completed the acquisition of an 85% interest in the Mabesekwa Coal Independent Power
Project, located in Botswana. This acquisition is in line with the Group’s strategy of positioning itself as a strategic
regional electricity supplier in Southern Africa and creates many synergies with the MCPP in Tanzania.
As a result of the acquisition, 153,710,030 ordinary shares in Kibo were issued to Sechaba Natural Resources Limited
(“Sechaba”). Sechaba retained a 15% interest in the Mabesekwa Coal Independent Power Project and gained a seat
on Kibo’s board of directors. Initial accounting for the business combination is incomplete at the time the financial
statements are authorised for issue, as management is finalising outstanding areas with regard to the acquisition.
Share placements
Subsequent to year end, the company has raised the following placements:
£750,000 in the placement of 17,647,060 ordinary Kibo shares at 4,25p per share;
£1,500,000 in the placement of 28,571,428 ordinary Kibo shares at 5.25p per share;
•
•
•
8,370,716 ordinary shares in the company were issued, at a price of 5p per share, to Sanderson Capital Partners
Limited (“Sanderson”) as a partial settlement on the balance of funds drawn down under the forward payment
facility between the Company and Sanderson. The shares issued are in respect of a repayment amount of
US$568,712 (£565,308).
Benga Power Joint Venture
The Company has signed a Joint Venture Agreement (the ‘Benga Power Joint Venture’ or ‘JV’) with Mozambique energy
company Termoeléctrica de Benga S.A. (‘Termoeléctrica’) to participate in the further assessment and potential
development of the Benga Independent Power Project (‘BIPP’), including the right to construct and operate a 150-
300MW coal fired power station. Kibo and Termoeléctrica shall hold initial Participation Interests in the
unincorporated joint venture of 65% and 35% respectively. In order to maintain this 65% interest, Kibo must fund a
maximum of £1 million towards the completion of a Definitive Feasibility Study for the BIPP.
Going concern
27.
The Company and Group’s ability to continue as a going concern is dependent on the sourcing of additional funding
by the Directors for the foreseeable future. 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.
The capital-raising subsequent to appointing the new Joint Brokers during March and April 2018 has provided further
cash resources in order to ensure prospecting activities are continued as planned without interruption. The
prospective conclusion of the Power Purchase Agreement with the Tanzania Electric Supply Company will provide
the Group with access to a currently under-served market. This project is considered the Company’s flag-ship project
and will place the Group in a favourable position to request additional funding from financers whom have supported
the Group historically due to the potential for return on their investments.
54
KIBO MINING PLC
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2017
ANNEXURE 1 - HEADLINE LOSS PER SHARE
Accounting policy
Headline earnings per share (HEPS) is calculated using the weighted average number of ordinary shares in issue
during the period and is based on the earnings attributable to ordinary shareholders, after excluding those items as
required by Circular 2/2016 issued by the South African Institute of Chartered Accountants (SAICA).
Reconciliation of Headline earnings per share
Headline loss per share
Headline loss per share comprises the following:
Reconciliation of headline loss per share:
Loss for the period attributable to normal shareholders
Adjustments
Deemed cost of listing
Headline loss for the period attributable to normal shareholders
Headline loss per ordinary share
31 December
2017 (£)
(3,712,707)
31 December
2016 (£)
(3,611,496)
206,680
(3,506,027)
-
(3,611,496)
NOTICE is hereby given that the Annual General Meeting of the Company with be held at 10 a.m. on the 30th
July 2018 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 and 6
will be proposed as ordinary resolutions and resolutions numbered 7,8 and 9 will be proposed as special
resolutions:
(0.010)
(0.010)
Ordinary Business
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.
Company number 451931
Kibo Mining Public Limited Company
(“Kibo” or “the Company”)
NOTICE OF ANNUAL GENERAL MEETING
To receive, consider and adopt the financial statements for the year ended 31 December 2017
together with the Directors and Auditors Reports thereon.
To re-elect Mr Wenzel Kerremans as a Director of the Company who
by
in
accordance
Company.
To appoint Crowe Clarke Whitehill LLP as auditors of the Company.
Company.
Auditors.
1
2
3
4
5
6
Special business
The Directors be and are hereby generally and
of the Companies Act 2014 (“2014 Act”), in
all powers of the Company to allot relevant
authorised pursuant to
1021
for all
such
(within the meaning of
to exercise
1021 of the
up to a
2014 Act) provided that such power shall be limited to the allotment of relevant
maximum aggregate nominal value equal to the nominal value of the authorised but unissued
ordinary share capital of the Company from
to
The authority hereby conferred shall
expire on the date of the next annual general
of the Company held
the date of
passing of this
unless previously revoked, renewed or varied by the Company in General
save that the Company may before such expiry date make an offer or agreement which
would or might require relevant
to be
such authority has expired and the
Directors may allot relevant
in pursuance of such offer or agreement as if the authority
hereby conferred had not expired.
KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2017 56
56
Company number 451931
Kibo Mining Public Limited Company
(“Kibo” or “the Company”)
NOTICE OF ANNUAL GENERAL MEETING
Headline loss for the period attributable to normal shareholders
(0.010)
(0.010)
Ordinary Business
31 December
31 December
2017 (£)
2016 (£)
(3,712,707)
(3,611,496)
206,680
-
(3,506,027)
(3,611,496)
NOTICE is hereby given that the Annual General Meeting of the Company with be held at 10 a.m. on the 30th
July 2018 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 and 6
will be proposed as ordinary resolutions and resolutions numbered 7,8 and 9 will be proposed as special
resolutions:
KIBO MINING PLC
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2017
ANNEXURE 1 - HEADLINE LOSS PER SHARE
Accounting policy
Headline earnings per share (HEPS) is calculated using the weighted average number of ordinary shares in issue
during the period and is based on the earnings attributable to ordinary shareholders, after excluding those items as
required by Circular 2/2016 issued by the South African Institute of Chartered Accountants (SAICA).
Reconciliation of Headline earnings per share
Headline loss per share
Headline loss per share comprises the following:
Reconciliation of headline loss per share:
Loss for the period attributable to normal shareholders
Adjustments
Deemed cost of listing
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.
To receive, consider and adopt the financial statements for the year ended 31 December 2017
together with the Directors and Auditors Reports thereon.
Company.
1
2
3
4
5
To re-elect Mr Wenzel Kerremans as a Director of the Company who
accordance
Company.
by
in
To appoint Crowe Clarke Whitehill LLP as auditors of the Company.
Auditors.
Special business
6
for all
authorised pursuant to
such
1021
The Directors be and are hereby generally and
of the Companies Act 2014 (“2014 Act”), in
to exercise
1021 of the
all powers of the Company to allot relevant
2014 Act) provided that such power shall be limited to the allotment of relevant
up to a
maximum aggregate nominal value equal to the nominal value of the authorised but unissued
The authority hereby conferred shall
ordinary share capital of the Company from
expire on the date of the next annual general
the date of
unless previously revoked, renewed or varied by the Company in General
passing of this
save that the Company may before such expiry date make an offer or agreement which
such authority has expired and the
in pursuance of such offer or agreement as if the authority
(within the meaning of
of the Company held
to be
to
would or might require relevant
Directors may allot relevant
hereby conferred had not expired.
56
XVII KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2017
KIBO MINING PLC
COMPANY STATEMENT OF FINANCIAL POSITION
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2017
Company
All figures are stated in Sterling
Non-Current Assets
Special Resolution
31 December
2017
Audited
£
31 December
2016
Audited
£
1,700,000
26,998,867
3,468,224
24,402,788
7
Investments in group undertakings
Trade and other receivables
Total Non- current assets
Current Assets
Trade and other receivables
Cash
Total Current assets
Total Assets
Equity and Liabilities
Equity
23
13
28,698,867
27,871,012
Subject to the passing of Resolution 6 above that the Directors be and are hereby empowered
pursuant to Section 1023 of the Companies Act 2014 (“2014 Act”), in substitution for all existing
such authorities, to allot equity securities (within the meaning of Section 1023 of the 2014 Act) for
cash pursuant to the authority conferred by resolution number 6 above as if Section 1022(1) of the
2014 Act, did 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 2014 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.
690
22,082
413
5,690
27,877,115
28,721,639
22,772
13
14
6,103
Called up share capital
Share premium
Special Resolution
Share based payment reserve
Translation reserves
Total Equity
Retained deficit
8
Liabilities
Current Liabilities
Special Resolution
Trade and other payables
Borrowings
Provisions
Total liabilities
Total Equity and Liabilities
9
(a)
(b)
14,015,670
28,469,750
514,279
14,723
(16,434,811)
26,579,611
13,603,965
27,318,262
514,279
47,430
(13,164,891)
29,271,864
15
15
17
18
20
21
22
THAT, subject to the approval of the Registrar of Companies, the name of the Company shall be
changed from “Kibo Mining Public Limited Company” to “Kibo Energy Public Limited Company”.
THAT, subject to the passing of Resolution 8 above,
86,736
1,210,768
-
35,003
251,928
115,663
the heading of the Memorandum of Association of the Company and clause 1 thereof be and
is hereby amended by the deletion of the words “Kibo Mining Public Limited Company” and
the insertion in their place of the words “Kibo Energy Public Limited Company”; and
402,594
28,721,639
1,297,504
27,877,115
The accompanying notes on pages 34 - 55 form integral part of these financial statements.
the Articles of Association of the Company be and are hereby amended by the deletion of the
words “Kibo Mining Public Limited Company” from the heading and Regulation 1 thereof and
the insertion in their place of the words “Kibo Energy Public Limited Company”.
The financial statements were approved by the Board of Directors on 12 June 2018 and signed on its behalf by:
On behalf of the Board
By Order of the Board
Christian Schaffalitzky
________________________
Noel O’Keeffe
Noel O’Keeffe
________________________
Director and Company Secretary
Dated: 25th June 2018
Registered Office:
17 Pembroke Street Upper
Dublin 2
Ireland
19
KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2017 XVIII
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, an individual copy of which has also
been mailed to each shareholder together with an attendance card for admittance to the
meeting. 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.
Only shareholders, proxies and authorised representatives of corporations, which are
shareholders, are entitled to attend the meeting.
To be valid, the form of proxy and, if relevant, the power of attorney under which it is signed, or
a certi�ied copy of that power of attorney, must be received by the Company’s share registrar,
Link Registrars Limited, 2 Grand Canal Square, Dublin 2, D02 A342 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, Link Market
Services South Africa (Pty) Ltd, 13th Floor, 19 Ameshoff Street,Braamfontein (PO Box 4844,
Johannesburg, 2000) or via email to meetfax@linkmarketservices.co.za not less than 48 hours
prior to the time appointed for the meeting.
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.
f.
The Company, pursuant to Section 1095 of the Companies Act, 2014 and regulation 14 of the
Companies Act, 1990 (Uncerti�icated Securities) Regulations 1996 (as amended) speci�ies that
only those shareholders registered in the Register of Members of the Company (the “Register”)
at the close of business on the day which is two days before the date of the meeting, (or in the
case of an adjournment at the close of business on the day which is two days prior to the
adjourned meeting), shall be entitled to attend and vote at the meeting or any adjournment
thereof in respect only of the number of shares registered in their name at that time. Changes
to entries in the Register after that time will be disregarded in determining the rights of any
person to attend and/or vote at the meeting.
Biographical details for the Directors standing for re-election at the Meeting are set out in the
Financial Statements. Each of the Directors has been subject to the evaluation process
recommended by the King Corporate Governance Code. On this basis, the Chairman and Board
are pleased to recommend the re-election of those Directors.
Copies of all documentation tabled before the Meeting are available on the Company’s website.
Should you not receive a Form of Proxy, or should you wish to be sent copies of these
documents, you may request this by telephoning the Company’s registrar (on + 353 1 553
0050) or by writing to the Company Secretary at the address set out above.
b.
c.
d.
e.
g.
h.
Special Resolution
7
Subject to the passing of Resolution 6 above that the Directors be and are hereby empowered
pursuant to Section 1023 of the Companies Act 2014 (“2014 Act”), in substitution for all existing
such authorities, to allot equity securities (within the meaning of Section 1023 of the 2014 Act) for
cash pursuant to the authority conferred by resolution number 6 above as if Section 1022(1) of the
2014 Act, did 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 2014 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.
Special Resolution
8
THAT, subject to the approval of the Registrar of Companies, the name of the Company shall be
changed from “Kibo Mining Public Limited Company” to “Kibo Energy Public Limited Company”.
Special Resolution
9
THAT, subject to the passing of Resolution 8 above,
(a)
the heading of the Memorandum of Association of the Company and clause 1 thereof be and
is hereby amended by the deletion of the words “Kibo Mining Public Limited Company” and
the insertion in their place of the words “Kibo Energy Public Limited Company”; and
(b)
the Articles of Association of the Company be and are hereby amended by the deletion of the
words “Kibo Mining Public Limited Company” from the heading and Regulation 1 thereof and
the insertion in their place of the words “Kibo Energy Public Limited Company”.
By Order of the Board
Noel O’Keeffe
Director and Company Secretary
Dated: 25th June 2018
Registered Office:
17 Pembroke Street Upper
Dublin 2
Ireland
Notes:
a.
b.
c.
d.
e.
f.
g.
h.
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, an individual copy of which has also
been mailed to each shareholder together with an attendance card for admittance to the
meeting. 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.
Only shareholders, proxies and authorised representatives of corporations, which are
shareholders, are entitled to attend the meeting.
To be valid, the form of proxy and, if relevant, the power of attorney under which it is signed, or
a certi�ied copy of that power of attorney, must be received by the Company’s share registrar,
Link Registrars Limited, 2 Grand Canal Square, Dublin 2, D02 A342 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, Link Market
Services South Africa (Pty) Ltd, 13th Floor, 19 Ameshoff Street,Braamfontein (PO Box 4844,
Johannesburg, 2000) or via email to meetfax@linkmarketservices.co.za not less than 48 hours
prior to the time appointed for the meeting.
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.
The Company, pursuant to Section 1095 of the Companies Act, 2014 and regulation 14 of the
Companies Act, 1990 (Uncerti�icated Securities) Regulations 1996 (as amended) speci�ies that
only those shareholders registered in the Register of Members of the Company (the “Register”)
at the close of business on the day which is two days before the date of the meeting, (or in the
case of an adjournment at the close of business on the day which is two days prior to the
adjourned meeting), shall be entitled to attend and vote at the meeting or any adjournment
thereof in respect only of the number of shares registered in their name at that time. Changes
to entries in the Register after that time will be disregarded in determining the rights of any
person to attend and/or vote at the meeting.
Biographical details for the Directors standing for re-election at the Meeting are set out in the
Financial Statements. Each of the Directors has been subject to the evaluation process
recommended by the King Corporate Governance Code. On this basis, the Chairman and Board
are pleased to recommend the re-election of those Directors.
Copies of all documentation tabled before the Meeting are available on the Company’s website.
Should you not receive a Form of Proxy, or should you wish to be sent copies of these
documents, you may request this by telephoning the Company’s registrar (on + 353 1 553
0050) or by writing to the Company Secretary at the address set out above.
XIX KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2017
KIBO MINING PUBLIC LIMITED COMPANY
Notes:
(“Kibo” or the “Company”)
FORM OF PROXY
I/We (See Note A below) ______________________________________of ____________________________
being a shareholder of the Company, hereby appoint (See Note B below):
(b) _____________________________ of _______________________________________ as my/our proxy to
th
July 2018 at 10 a.m. in the Conrad Hotel, Earlsfort Terrace, St Stephen’s Green, Dublin 2, Ireland and at any
adjournment thereof.
Please indicate with an ‘‘X’’ in the space below how you wish your votes to be cast in respect of each of the
For
Against
Vote
Withheld
For
Against
Vote
Withheld
To receive, consider and adopt the financial statements for
the year ended 31 December 2017 together with the
Directors and Auditors Reports thereon
To re-elect Mr Tinus Maree as a Director
To re-elect Mr Wenzel Kerremans as a Director
To appoint Crowe Clarke Whitehill LLP as auditors
That the Directors be and are hereby generally and
That the Directors be and are hereby empowered pursuant to
Subject to the approval of the Registrar of Companies, to change
the name of the Company to Kibo Energy Public Limited Company
1
2
3
4
5
6
7
8
9
Dated this _______ day of _________ 2018
___________________________
KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2017 XX
✃
(A)
A shareholder must insert his, her or its full name and registered address in type or block letters. In
the case of joint accounts, the names of all holders must be stated.
(B)
If you desire to appoint a proxy other than the Chairman of the Meeting, please insert his or her
name and address in the space provided and delete the words “the Chairman of the Meeting or”.
(C)
The proxy form must:
(i)
(ii)
attorney; and
shareholder.
in the case of an individual shareholder be signed by the shareholder or his or her
in the case of a corporate shareholder be given either under its common seal or
signed on its behalf by an attorney or by a duly authorized officer of the corporate
(D)
In the case of joint holders, the vote of the senior holder who tenders a vote whether in person or
by proxy shall be accepted to the exclusion of the votes of the other joint holders and for this
purpose seniority shall be determined by the order in which the names stand in the register of
members of the Company in respect of the joint holding.
(E)
To be valid, the form of proxy and, if relevant, the power of attorney under which it is signed, or a
certified copy of that power of attorney, must be received by the Company’s share registrar, Link
Registrars Ltd, 2 Grand Canal Square, Dublin 2 at not less than 48 hours prior to the time appointed
for the meeting.
South African shareholders must send their proxies to the transfer secretaries, Link Market
Services South Africa (Pty) Ltd, 13th Floor, 19 Ameshoff Street, Braamfontein (PO Box 4844,
Johannesburg, 2000) or via email to meetfax@linkmarketservices.co.za not less than 48 hours
prior to the time appointed for the meeting (refer to notes to the Form of Proxy for South
African Shareholder’s below).
represent his/her appointer.
Meeting.
(F)
A proxy need not be a shareholder of the Company but must attend the Meeting in person to
(G)
The return of a proxy form will not preclude any shareholder from attending and voting at the
(H)
The “Vote Withheld” option is provided to enable you to abstain on any particular resolution. It
should be noted that a “Vote Withheld” is not a vote in law and will not be counted in the
calculation of the proportion of the votes ‘For’ and ‘Against’ a resolution.
(I)
Pursuant to Section 1095 of the Companies Act, 2014 and regulation 14 of the Companies Act,
1990 (Uncertificated Securities) Regulations 1996 entitlement to attend and vote at the meeting
and the number of votes which may be cast thereat will be determined by reference to the
Register of Members of the Company at close of business on the day which is two days before the
date of the meeting (or in the case of an adjournment as at close of business on the day which is
two days before the date of the adjourned meeting).Changes to entries on the Register of
Members after that time shall be disregarded in determining the rights of any person to attend and
vote at the meeting.
(J)
Contingent on Resolution 8 being passed at the Meeting, no new share certificates will be sent to
shareholders who currently hold shares in certificated form in the name of Kibo Mining Public
Limited company. Accordingly, existing share certificates will remain valid, and will only be
replaced by share certificates in the name of Kibo Energy Public Limited Company when the old
share certificates are surrendered for cancellation following their transfer, transmission or other
disposal.
KIBO MINING PUBLIC LIMITED COMPANY
(“Kibo” or the “Company”)
FORM OF PROXY
I/We (See Note A below) ______________________________________of ____________________________
being a shareholder of the Company, hereby appoint (See Note B below):
(b) _____________________________ of _______________________________________ as my/our proxy to
th
July 2018 at 10 a.m. in the Conrad Hotel, Earlsfort Terrace, St Stephen’s Green, Dublin 2, Ireland and at any
adjournment thereof.
Please indicate with an ‘‘X’’ in the space below how you wish your votes to be cast in respect of each of the
For
Against
Vote
Withheld
For
Against
Vote
Withheld
To receive, consider and adopt the financial statements for
the year ended 31 December 2017 together with the
Directors and Auditors Reports thereon
To re-elect Mr Tinus Maree as a Director
To re-elect Mr Wenzel Kerremans as a Director
To appoint Crowe Clarke Whitehill LLP as auditors
That the Directors be and are hereby generally and
That the Directors be and are hereby empowered pursuant to
Subject to the approval of the Registrar of Companies, to change
the name of the Company to Kibo Energy Public Limited Company
1
2
3
4
5
6
7
8
9
Dated this _______ day of _________ 2018
___________________________
Notes:
(A)
(B)
A shareholder must insert his, her or its full name and registered address in type or block letters. In
the case of joint accounts, the names of all holders must be stated.
If you desire to appoint a proxy other than the Chairman of the Meeting, please insert his or her
name and address in the space provided and delete the words “the Chairman of the Meeting or”.
(C)
The proxy form must:
(i)
(ii)
in the case of an individual shareholder be signed by the shareholder or his or her
attorney; and
in the case of a corporate shareholder be given either under its common seal or
signed on its behalf by an attorney or by a duly authorized officer of the corporate
shareholder.
(D)
(E)
(F)
(G)
(H)
(I)
(J)
In the case of joint holders, the vote of the senior holder who tenders a vote whether in person or
by proxy shall be accepted to the exclusion of the votes of the other joint holders and for this
purpose seniority shall be determined by the order in which the names stand in the register of
members of the Company in respect of the joint holding.
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, Link
Registrars Ltd, 2 Grand Canal Square, Dublin 2 at not less than 48 hours prior to the time appointed
for the meeting.
South African shareholders must send their proxies to the transfer secretaries, Link Market
Services South Africa (Pty) Ltd, 13th Floor, 19 Ameshoff Street, Braamfontein (PO Box 4844,
Johannesburg, 2000) or via email to meetfax@linkmarketservices.co.za not less than 48 hours
prior to the time appointed for the meeting (refer to notes to the Form of Proxy for South
African Shareholder’s below).
A proxy need not be a shareholder of the Company but must attend the Meeting in person to
represent his/her appointer.
The return of a proxy form will not preclude any shareholder from attending and voting at the
Meeting.
The “Vote Withheld” option is provided to enable you to abstain on any particular resolution. It
should be noted that a “Vote Withheld” is not a vote in law and will not be counted in the
calculation of the proportion of the votes ‘For’ and ‘Against’ a resolution.
Pursuant to Section 1095 of the Companies Act, 2014 and regulation 14 of the Companies Act,
1990 (Uncertificated Securities) Regulations 1996 entitlement to attend and vote at the meeting
and the number of votes which may be cast thereat will be determined by reference to the
Register of Members of the Company at close of business on the day which is two days before the
date of the meeting (or in the case of an adjournment as at close of business on the day which is
two days before the date of the adjourned meeting).Changes to entries on the Register of
Members after that time shall be disregarded in determining the rights of any person to attend and
vote at the meeting.
Contingent on Resolution 8 being passed at the Meeting, no new share certificates will be sent to
shareholders who currently hold shares in certificated form in the name of Kibo Mining Public
Limited company. Accordingly, existing share certificates will remain valid, and will only be
replaced by share certificates in the name of Kibo Energy Public Limited Company when the old
share certificates are surrendered for cancellation following their transfer, transmission or other
disposal.
XXI KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2017
11. Dematerialised shareholders, other than by own name registration, must NOT complete this form of
proxy and must provide their CSDP or broker of their voting instructions in terms of the custody.
12. With regard to resolution 8, a Form of Transfer and Surrender is provided which should be completed
by holders of certificated shareholders in Kibo and returned to Link Market Services in South Africa
(refer address below) together with existing Kibo share certificates and any other documentation
stipulated in the form to enable the existing certificates held to be cancelled and replaced with new
ones in the name of Kibo Energy Public Limited Company.
To be completed and mailed
to: Link Market Services
South Africa (Pty) Ltd
PO Box 4844, Johannesburg 2000
OR
To be completed and hand delivered to:
Link Market Services South Africa (Pty) Ltd,
13th Floor, 19 Ameshoff Street, Braamfontein
OR E-mail: meetfax@linkmarketservices.co.za
South African Shareholders should refer to note 12 below for instructions on how they should
proceed to receive reissued share certificates in the name of Kibo Energy Public Limited
Company
(K)
Shareholders who hold their Kibo shares in uncertificated form through CREST should expect to see
the security description updated for the existing ISIN number (IE00B97C0C31), in order to reflect
their holding in Kibo Energy Public Limited Company.
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.
2.
3.
4.
Please insert an “X” in the relevant spaces according to how you wish your votes to be cast. However, if
you wish to cast your votes in respect of a lesser number of shares than you own in KIBO, insert the
number of ordinary shares held in respect of which you desire to vote. Failure to comply with the above
will be deemed to authorise the proxy to vote or to abstain from voting at the Annual General Meeting
as he/she deems fit in respect of all the shareholder’s votes exercisable thereat. A KIBO shareholder or
his/her proxy is not obliged to use all the votes exercisable by the KIBO shareholder or by his/her proxy,
but the total of the votes cast and in respect whereof abstentions recorded may not exceed the total of
the votes exercisable by the shareholder or by his/her proxy.
The date must be filled in on this proxy form when it is signed.
The completion and lodging of this form of proxy will not preclude the relevant KIBO shareholder from
attending the Annual General Meeting and speaking and voting in person thereat to the exclusion of
any proxy appointed in terms hereof. Where there are joint holders of shares, the vote of the senior
joint holder who tenders a vote, as determined by the order in which the names stand in the register of
members, will be accepted.
5. Documentary evidence establishing the 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.
6. Any alterations or corrections made to this form of proxy must be initialled by the signatory/ies.
7. A minor must be assisted by his/her parent or guardian unless the relevant documents establishing
his/her legal capacity are produced or have been registered by the transfer secretaries of KIBO.
8.
9.
Forms of proxy must be received by the transfer secretaries, Link Market Services South Africa (Pty) Ltd,
13th Floor, 19 Ameshoff Street,Braamfontein (PO Box 4844, Johannesburg, 2000) or via email to
meetfax@linkmarketservices.co.za by not later than 10 a.m. on the 28th July 2018.
The Chairperson of the Annual General Meeting may accept or reject any form of proxy, in his absolute
discretion, which is completed other than in accordance with these notes.
10.
If required, additional forms of proxy are available from the transfer secretaries of KIBO.
KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2017 XXII
South African Shareholders should refer to note 12 below for instructions on how they should
proceed to receive reissued share certificates in the name of Kibo Energy Public Limited
Company
(K)
Shareholders who hold their Kibo shares in uncertificated form through CREST should expect to see
the security description updated for the existing ISIN number (IE00B97C0C31), in order to reflect
their holding in Kibo Energy Public Limited Company.
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.
2.
Please insert an “X” in the relevant spaces according to how you wish your votes to be cast. However, if
you wish to cast your votes in respect of a lesser number of shares than you own in KIBO, insert the
number of ordinary shares held in respect of which you desire to vote. Failure to comply with the above
will be deemed to authorise the proxy to vote or to abstain from voting at the Annual General Meeting
as he/she deems fit in respect of all the shareholder’s votes exercisable thereat. A KIBO shareholder or
his/her proxy is not obliged to use all the votes exercisable by the KIBO shareholder or by his/her proxy,
but the total of the votes cast and in respect whereof abstentions recorded may not exceed the total of
the votes exercisable by the shareholder or by his/her proxy.
The date must be filled in on this proxy form when it is signed.
3.
4.
The completion and lodging of this form of proxy will not preclude the relevant KIBO shareholder from
attending the Annual General Meeting and speaking and voting in person thereat to the exclusion of
any proxy appointed in terms hereof. Where there are joint holders of shares, the vote of the senior
joint holder who tenders a vote, as determined by the order in which the names stand in the register of
members, will be accepted.
5. Documentary evidence establishing the 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.
6. Any alterations or corrections made to this form of proxy must be initialled by the signatory/ies.
7. A minor must be assisted by his/her parent or guardian unless the relevant documents establishing
his/her legal capacity are produced or have been registered by the transfer secretaries of KIBO.
8.
Forms of proxy must be received by the transfer secretaries, Link Market Services South Africa (Pty) Ltd,
13th Floor, 19 Ameshoff Street,Braamfontein (PO Box 4844, Johannesburg, 2000) or via email to
meetfax@linkmarketservices.co.za by not later than 10 a.m. on the 28th July 2018.
9.
The Chairperson of the Annual General Meeting may accept or reject any form of proxy, in his absolute
discretion, which is completed other than in accordance with these notes.
10.
If required, additional forms of proxy are available from the transfer secretaries of KIBO.
11. Dematerialised shareholders, other than by own name registration, must NOT complete this form of
proxy and must provide their CSDP or broker of their voting instructions in terms of the custody.
12. With regard to resolution 8, a Form of Transfer and Surrender is provided which should be completed
by holders of certificated shareholders in Kibo and returned to Link Market Services in South Africa
(refer address below) together with existing Kibo share certificates and any other documentation
stipulated in the form to enable the existing certificates held to be cancelled and replaced with new
ones in the name of Kibo Energy Public Limited Company.
To be completed and mailed
to: Link Market Services
South Africa (Pty) Ltd
PO Box 4844, Johannesburg 2000
OR
To be completed and hand delivered to:
Link Market Services South Africa (Pty) Ltd,
13th Floor, 19 Ameshoff Street, Braamfontein
OR E-mail: meetfax@linkmarketservices.co.za
XXIII KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2017
6.
Persons who have acquired Shares after the 20th June 2018 can obtain copies of the Form of
Surrender and Transfer from the Transfer Secretaries, Link Market Services South Africa Proprietary
Limited, 13th Floor, 19 Ameshoff Street, Braamfontein (PO Box 4844, Johannesburg, 2000).
Dear Sirs
PART A: To be completed by all Kibo shareholders HOLDING CERTIFICATED SHARES who are
recorded in the Kibo Register on the 20th June 2018 and who return this form
I/We hereby surrender the share certificate(s) and/or other Documents of Title attached hereto,
representing Shares, registered in the name of the person mentioned below and authorise the Transfer
Secretaries, conditional upon the passing of resolution 8 at the Company’s AGM on the 30th July 2018 to
register the transfer of these Shares into the name of Kibo Energy Public Limited Company.
Name of registered holder
Certificate Number(s)
Number of Shares covered by
(separate form for each holder)
each certificate(s) enclosed
Address to which the re-issued share certificate should be sent (if different from registered address)
Postal Code:
Stamp and address of agent
lodging this form (if any)
Total
Surname or name of corporate body
First names (in full)
Title (Mr, Mrs, Miss, Ms etc)
Signature of Certified Shareholder
Assisted by me (if applicable)
(State full name and capacity)
Date
Telephone number (Home)
Telephone number (Work)
Cellphone number
PART B:
Name of dealer
Account number
Address of dealer
1. To be completed by emigrants from the Common Monetary Area.
Nominated Authorised Dealer in the case of a Certificated Shareholder who is an emigrant from the
Common Monetary Area (see note 2 below)
Kibo Mining Plc
(Incorporated in Ireland)
(Registration Number: 451931)
(External registration number: 2011/007371/10)
Share code on AIM: KIBO
Share code on the AltX: KBO
ISIN: IE00B97C0C31
“Kibo” or “the Company”
__________________________________________________________________________________
FORM OF SURRENDER AND TRANSFER
FOR USE BY CERTIFICATED SHAREHOLDERS IN SOUTH AFRICA ONLY
________________________________________________________________
INSTRUCTIONS: HOLDERS OF DEMATERIALISED SHARES MUST NOT COMPLETE THIS FORM OF
SURRENDER AND TRANSFER
1.
2.
3.
4.
5.
The Form of Surrender and Transfer of Documents of Title is for use only by certificated Kibo
shareholders recorded on the Kibo share register (“Kibo Register”) on the 20th June 2018
(“Certificated Shareholders”).
A separate Form of Surrender and Transfer is required for each Certificated Shareholder.
Part A must be completed by all Certificated Shareholders who return this form.
Part B:
4.1 Section 1 must be completed by all Certificated Shareholders who are emigrants from the
Common Monetary Area.
4.2 Section 2 must be completed by all other Certificated Shareholders who are non-residents of the
Common Monetary Area (and who are not required to complete Section 1 of this Part B).
If this Form of Surrender and Transfer is returned with the relevant Documents of Title, it will be
treated as a conditional surrender which is made subject to the passing of resolution 8 at the
Company’s 2018 AGM on the 30th July 2018 (“the AGM”) to change the name of Company from Kibo
Mining Public Limited Company to Kibo Energy Public Limited Company. In the event that resolution 8
is not passed at the AGM the Transfer Secretaries will, by not later than 5 (five) Business Days after
the date of the AGM, return the Documents of Title to the relevant Certificated Shareholders
concerned, by registered mail, at the risk of such Certificated Shareholders.
KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2017 XXIV
✃
(External registration number: 2011/007371/10)
Kibo Mining Plc
(Incorporated in Ireland)
(Registration Number: 451931)
Share code on AIM: KIBO
Share code on the AltX: KBO
ISIN: IE00B97C0C31
“Kibo” or “the Company”
__________________________________________________________________________________
FORM OF SURRENDER AND TRANSFER
FOR USE BY CERTIFICATED SHAREHOLDERS IN SOUTH AFRICA ONLY
________________________________________________________________
INSTRUCTIONS: HOLDERS OF DEMATERIALISED SHARES MUST NOT COMPLETE THIS FORM OF
SURRENDER AND TRANSFER
1.
2.
3.
4.
The Form of Surrender and Transfer of Documents of Title is for use only by certificated Kibo
shareholders recorded on the Kibo share register (“Kibo Register”) on the 20th June 2018
(“Certificated Shareholders”).
A separate Form of Surrender and Transfer is required for each Certificated Shareholder.
Part A must be completed by all Certificated Shareholders who return this form.
Part B:
Common Monetary Area.
4.1 Section 1 must be completed by all Certificated Shareholders who are emigrants from the
4.2 Section 2 must be completed by all other Certificated Shareholders who are non-residents of the
Common Monetary Area (and who are not required to complete Section 1 of this Part B).
5.
If this Form of Surrender and Transfer is returned with the relevant Documents of Title, it will be
treated as a conditional surrender which is made subject to the passing of resolution 8 at the
Company’s 2018 AGM on the 30th July 2018 (“the AGM”) to change the name of Company from Kibo
Mining Public Limited Company to Kibo Energy Public Limited Company. In the event that resolution 8
is not passed at the AGM the Transfer Secretaries will, by not later than 5 (five) Business Days after
the date of the AGM, return the Documents of Title to the relevant Certificated Shareholders
concerned, by registered mail, at the risk of such Certificated Shareholders.
6.
Persons who have acquired Shares after the 20th June 2018 can obtain copies of the Form of
Surrender and Transfer from the Transfer Secretaries, Link Market Services South Africa Proprietary
Limited, 13th Floor, 19 Ameshoff Street, Braamfontein (PO Box 4844, Johannesburg, 2000).
Dear Sirs
PART A: To be completed by all Kibo shareholders HOLDING CERTIFICATED SHARES who are
recorded in the Kibo Register on the 20th June 2018 and who return this form
I/We hereby surrender the share certificate(s) and/or other Documents of Title attached hereto,
representing Shares, registered in the name of the person mentioned below and authorise the Transfer
Secretaries, conditional upon the passing of resolution 8 at the Company’s AGM on the 30th July 2018 to
register the transfer of these Shares into the name of Kibo Energy Public Limited Company.
Name of registered holder
(separate form for each holder)
Certificate Number(s)
Number of Shares covered by
each certificate(s) enclosed
Total
Surname or name of corporate body
First names (in full)
Title (Mr, Mrs, Miss, Ms etc)
Address to which the re-issued share certificate should be sent (if different from registered address)
Postal Code:
Stamp and address of agent
lodging this form (if any)
Signature of Certified Shareholder
Assisted by me (if applicable)
(State full name and capacity)
Date
Telephone number (Home)
Telephone number (Work)
Cellphone number
PART B:
1. To be completed by emigrants from the Common Monetary Area.
Nominated Authorised Dealer in the case of a Certificated Shareholder who is an emigrant from the
Common Monetary Area (see note 2 below)
Name of dealer
Account number
Address of dealer
✃
XXV KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2017
2. To be completed only by all other non-resident shareholders
Share certificates will be posted to the registered address of the non-residents concerned, unless written
instructions to the contrary are received and an address provided below
EXPLANATION OF RESOLUTIONS TO BE PROPOSED AT THE ANNUAL GENERAL MEETING
Resolution 1: Financial statements
Name of dealer
Account number
Address of dealer
Substitute Address in South
Africa
In terms of the Financial Intelligence Centre Act, 2001 (Act No. 38 of 2001) requirements, the Transfer
Secretaries will only be able to record any changes in address if the undermentioned documentation is
received from the relevant Shareholder:
•
•
•
an original certified copy of an identity document;
an original certified copy of a document issued by the South African Revenue Services to
verify your tax number. If you do not have one, please submit this in writing and have the
letter signed by a Commissioner of Oaths; and
an original or an original certified copy of a service bill to verify your residential address.
Instructions:
1.
No receipts will be issued for documents lodged unless specifically requested. In compliance with the
requirements of the JSE, Lodging Agents are requested to prepare special transaction receipts, if
required. Signatories may be called upon for evidence of their authority or capacity to sign this Form
of Surrender and Transfer.
2.
Any alteration to this Form of Surrender and Transfer must be signed in full and not merely initialled.
3.
If this Form of Surrender and Transfer is signed under a power of attorney, then such power of
attorney or a notarially certified copy thereof must be sent with this form for noting (unless it has
already been noted by Kibo or its Transfer Secretaries at an earlier stage).
4. Where the Certificated Shareholder is a company or a close corporation, unless it has already been
registered with Kibo or its Transfer Secretaries at an earlier stage, a certified copy of the directors' or
members' resolution authorising the signing of this Form of Surrender and Transfer must be
submitted if so requested by Kibo.
5.
Instruction 4 above does not apply in the event of this form bearing a JSE broker's stamp. If this Form
of Surrender and Transfer is not signed by the Certificated Shareholder, the Certificated Shareholder
will be deemed to have irrevocably appointed the Transfer Secretaries of Kibo to implement the
Certificated Shareholder's obligations on his/her behalf.
6. Where there are any joint holders of any Certificated Shares, only the holder whose name
appears first in the Register in respect of such Certificated Shares, needs to sign this Form of
Surrender and Transfer.
The Directors will present the financial statements of the Company for the year ended 31 December 2017. A
full copy of the Annual Report is available on www.kibomining.com.
Resolutions 2 and 3: Re-election of Directors
Kibo Mining plc is led by a strong and effective Board of Directors. The performance of the Board is reviewed
annually, and each of the Directors has made a substantial contribution to the leadership and governance of
the Company during the year and continues to contribute effectively and to demonstrate commitment to
Mr Tinus Maree and Mr Wenzel Kerreman are retiring as directors of the Company in accordance with
Regulation 84 of the Articles of Association of the Company and being eligible, have offered themselves for
The Board is recommending the appointment of Crowe Clarke Whitehill LLP as Auditors.
We would like to thank Saffery Champness who have been Auditors of the Company since 2015 for their
their respective roles.
re-election.
Resolution 4: Appointment of Auditors
services over the past 3 years.
Resolution 5: Auditors’ remuneration
31 December 2018.
Resolution 6: Allotment of shares
The Directors are seeking to renew their authority to fix the remuneration of the Auditors for the year ending
At the Annual General Meeting of the Company held in 2017, shareholders gave the Directors a general
authority under Section 1021 of the Companies Act, 2014 to allot shares. That authority will expire at the
conclusion of the forthcoming Annual General Meeting. Shareholders are therefore being asked to renew the
Directors’ authority to allot shares in the Company.
By Resolution 6, the Directors will, at the forthcoming Annual General Meeting, seek authority to issue 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 will, if renewed, expire at the conclusion of the
annual general meeting to be held in 2019. The Directors will exercise this authority only if they consider
this to be in the best interests of shareholders generally at that time.
Resolution 7: Dis-application of pre-emption rights
7.
A minor must be assisted by his/her parent or guardian, unless the relevant documents establishing
his/her legal capacity are produced or have been registered by the Transfer Secretaries at an
earlier stage.
The power given to the Directors at the 2017 Annual General Meeting to allot shares for cash otherwise than
in accordance with statutory pre-emption rights also expires at the conclusion of the forthcoming Annual
General Meeting.
KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2017 XXVI
EXPLANATION OF RESOLUTIONS TO BE PROPOSED AT THE ANNUAL GENERAL MEETING
Resolution 1: Financial statements
The Directors will present the financial statements of the Company for the year ended 31 December 2017. A
full copy of the Annual Report is available on www.kibomining.com.
Resolutions 2 and 3: Re-election of Directors
Kibo Mining plc is led by a strong and effective Board of Directors. The performance of the Board is reviewed
annually, and each of the Directors has made a substantial contribution to the leadership and governance of
the Company during the year and continues to contribute effectively and to demonstrate commitment to
their respective roles.
Mr Tinus Maree and Mr Wenzel Kerreman are retiring as directors of the Company in accordance with
Regulation 84 of the Articles of Association of the Company and being eligible, have offered themselves for
re-election.
Resolution 4: Appointment of Auditors
The Board is recommending the appointment of Crowe Clarke Whitehill LLP as Auditors.
We would like to thank Saffery Champness who have been Auditors of the Company since 2015 for their
services over the past 3 years.
Resolution 5: Auditors’ remuneration
The Directors are seeking to renew their authority to fix the remuneration of the Auditors for the year ending
31 December 2018.
Resolution 6: Allotment of shares
At the Annual General Meeting of the Company held in 2017, shareholders gave the Directors a general
authority under Section 1021 of the Companies Act, 2014 to allot shares. That authority will expire at the
conclusion of the forthcoming Annual General Meeting. Shareholders are therefore being asked to renew the
Directors’ authority to allot shares in the Company.
By Resolution 6, the Directors will, at the forthcoming Annual General Meeting, seek authority to issue 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 will, if renewed, expire at the conclusion of the
annual general meeting to be held in 2019. The Directors will exercise this authority only if they consider
this to be in the best interests of shareholders generally at that time.
Resolution 7: Dis-application of pre-emption rights
The power given to the Directors at the 2017 Annual General Meeting to allot shares for cash otherwise than
in accordance with statutory pre-emption rights also expires at the conclusion of the forthcoming Annual
General Meeting.
XXVII KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2017
Shareholders are therefore also being asked to renew, until the Annual General Meeting to be held in 2019,
the Directors’ authority to allot shares for cash otherwise than in accordance with statutory pre- emption
provisions in the event of a rights issue or in respect of any other issue of equity securities for cash 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 Directors will exercise this authority only if they consider this
to be in the best interests of shareholders generally at that time.
Resolution 8: Change of Name
Subject to the approval of the Registrar of Companies, the Directors are seeking to change the name of the
Company to Kibo Energy Public Limited Company.
Resolution 9: Amendments to the Memorandum and Articles of Association
Subject to passing of Resolution 8, the Directors are seeking approval to change the relevant provisions of the
Memorandum and Articles of Association of the Company to reflect the proposed change of name.
KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2017 XXVIII
Shareholders are therefore also being asked to renew, until the Annual General Meeting to be held in 2019,
the Directors’ authority to allot shares for cash otherwise than in accordance with statutory pre- emption
provisions in the event of a rights issue or in respect of any other issue of equity securities for cash 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 Directors will exercise this authority only if they consider this
to be in the best interests of shareholders generally at that time.
Resolution 8: Change of Name
Subject to the approval of the Registrar of Companies, the Directors are seeking to change the name of the
Company to Kibo Energy Public Limited Company.
Resolution 9: Amendments to the Memorandum and Articles of Association
Subject to passing of Resolution 8, the Directors are seeking approval to change the relevant provisions of the
Memorandum and Articles of Association of the Company to reflect the proposed change of name.
noteS:
XXIX KIBO MInIng PLC AnnuAL RePORt And ACCOunts 2017
tARget pRogRAmme
foR 2018/2019
KIBO MINING PLC
MCPP
• Finalisation of Power Purchase Agreement with TANESCO which will mark the last major step on the
development plan prior to the commencement of Financial Close
• Complete Financial Close on the project to enable construction to commence which is estimated to take 36
months from the start of construction to completion
MCiPP
• Complete Integrated Bankable Feasibility Study
HaneTi
• Continue to seek and evaluate JV proposals and other funding options that will allow the first stage of
drilling on the project to proceed
KatOrO GOLd PLC
iMweru & lubando
• Complete Definitive Mining Feasibility Study which is currently at an advanced stage
• Complete Financial Close on the project
• Construct mine and commence gold production
•
Implement drill programmes for resource update at Lubando and for regional exploration over other licences
within the Imweru and Lubando project blocks
CorPoraTe
• Complete steps to transform Kibo into a strategic regional electricity producer
Classroom handover ceremony
- Songwe Region March 2017
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Coal Fired Power Station
Werdohl Elverlingsen Germany (Dr.G.Schmitz)