KIBO ENERGY PLC - Amendment to Share Purchase Agreement

Amendment to Share Purchase Agreement

Kibo Energy PLC (Incorporated in Ireland)
(Registration Number: 451931)
(External registration number: 2011/007371/10)
Share code on the JSE Limited: KBO
Share code on the AIM: KIBO
ISIN: IE00B97C0C31
("Kibo" or "the Company")

Dated: 03 May 2022

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

                          Amendment to Share Purchase Agreement

Kibo Energy PLC (AIM: KIBO; AltX: KBO), the renewable energy focused development company,
announces an amendment (the “Second Amendment”) to the Share Purchase Agreement (“SPA”) to
acquire the Victoria Falls Solar Park project in Zimbabwe (the“Project”) from Broomfield
International Limited (“Broomfield”), the details of which were announced in the Company’s
RNS/SENS of 21 March 2022 (the “Transaction Announcement”).
Following significant progress made over the past month to reach a point where the reciprocal due
diligence investigations have now been completed, the Parties have agreed that Broomfield will need
additional time to submit updated versions of certain material commercial documents / agreements.
The additional time required by Broomfield invariably also affects the Reverse Takeover (“RTO”)
timeline and the parties subsequently agreed to amend this as set out below.
The Second Amendment extends the completion date of certain condition precedents as follows:

       * by no later than 17h00 on 31 May 2022, Kibo and Broomfield shall have delivered to each
         other, written notice that they are satisfied with the results of their respective due diligence
         investigations;

       * by not later than 17h00 on 31 May 2022, Broomfield shall have provided certified copies of
         resolutions authorising the sale of Brownhill;

       * by 17h00 on 30 June 2022, Kibo shall have received irrevocable subscriptions for ordinary
         shares in Kibo for gross proceeds of no less than GBP7,000,000;

       * by not later than 17h00 on 30 June 2022 the shareholders of Kibo in a general meeting shall
         have approved the implementation of the Transaction, all documentation required to do so,
         and the 10:1 consolidation of the ordinary shares of Kibo on the basis that one new share shall
         be issued for every ten shares in issue;

       * by not later than 17h00 on 30 June 2022, the ordinary shares of Kibo shall have successfully
         been admitted for trading on AIM and also dual listed on the AltX of the JSE Limited in South
         Africa;

       * by no later than 17h00 on 30 June 2022, Kibo shall have entered into service agreements on
         mutually acceptable terms with the key individuals nominated by Broomfield to the board and
         executive management of Kibo for a period of at least 24 months;

       * by not later than 17h00 on 30 June 2022, all regulatory and other approvals required in order
         to implement the transaction shall have been obtained.

The above record the only amendments to the SPA as a result of the signing of the Seccond
Amendment and all other terms and conditions of the SPA remain the same as announced on 21
March 2022.

The Company will in due course provide further progress updates and additional background
information on the acquisition of the Project.
This announcement contains inside information as stipulated under the Market Abuse Regulations
(EU) no. 596/2014.
                                             **ENDS**

For further information please visit www.kibo.energy or contact:

Louis Coetzee     info@kibo.energy               Kibo Energy PLC            Chief Executive Officer

Andreas Lianos    +357 99 53 1107                River Group                JSE Corporate and Designated Adviser

Claire Noyce      +44 (0) 20 3764 2341           Hybridan LLP               Joint Broker
                  
Damon Heath       +44 207 186 9952               Shard Capital Partners LLP Joint Broker


Bhavesh Patel /   +44 20 3440 6800               RFC Ambrian Ltd            NOMAD on AIM
Stephen Allen

Christopher       energy@acfequityresearch.com   ACF Equity Research        Independent Equity Research House
Nicholson


                                                                            Investor and Media Relations Adviser
Sewela Makgolane sewela@lifacommunications.com Lifa Communications



Johannesburg
03 May 2022
Corporate and Designated Adviser
River Group

Date: 03-05-2022 08:00:00
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