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KIBO ENERGY PLC - Reorganization of the Mabesekwa Coal Independent Power Project Arrangements (MCIPP)

Release Date: 25/09/2019 08:00
Code(s): KBO     PDF:  
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Reorganization of the Mabesekwa Coal Independent Power Project Arrangements (“MCIPP”)

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: 25 September 2019

                       Kibo Energy PLC (‘Kibo’ or the ‘Company’)
Reorganization of the Mabesekwa Coal Independent Power Project Arrangements (“MCIPP”)

Kibo Energy PLC, the multi-asset, Africa focused, energy company, is pleased to announce that is has
signed a binding Heads of Agreement (‘the Agreement’) with Shumba Energy Ltd (‘Shumba’) and
various subsidiaries of each party (‘the Parties’) to reorganise the arrangements for the MCIPP and its
associated coal asset in Botswana.

Kibo and Shumba hold 85% and 15% interests respectively in Kibo Energy Botswana (Pty) Ltd
(“KEB”), the company currently holding the MCIPP which consists of:
       a) a 761 Mt coal Mineral Resource (“MCIPP Resource” – see Table 1) held entirely within
          KEB, with KEB having right to a 303Mt subset (“MCIPP KEB Assets”), and Shumba retaining
          rights over the balance (the “MCIPP Retained Assets”);
       b) studies investigating the construction of a 300MW integrated power project at Mabesekwa;
          and
       c) certain water and land use permits and environmental certification in place (see
          announcement dated 30 November 2017).

Under the reorganization the MCIPP Retained Assets will be consolidated back into KEB and Kibo’s
interest in KEB will be reduced to 35% to 40% to maintain Kibo’s look-through interest in the MCIPP
Resource and make sundry adjustments to recognise Kibo’s project expenditure. An additional Joint
Venture to be incorporated between Kibo and Shumba (“KP2”) will enable continuation of the
advancement and operation of the existing MCIPP energy projects in Botswana. Kibo, Shumba and
their respective subsidiaries will retain their existing interests in the MCIPP (Kibo 85%) and the existing
shareholder agreement between them to govern their joint venture and shareholder interests, including
the protection of minority interests.

As part of this reorganization the relationship between Kibo and Shumba will be expanded to include
jointly managing and overseeing the development of a bespoke 300MW power station (the ‘KP1 Power
Plant’) through the incorporation of a new company to be held 35%-40% by Kibo and the balance by
Shumba. Shumba would provide the full development funding requirement for associated feasibility
and technical studies. The KP1 Power Plant is in addition to the MCIPP and envisaged to provide power
to a Petrochemical plant (‘PCP’) which will provide first Botswana, with up to 80% of its domestic
liquid / gas fuel requirements, and later the Southern African market at large. Currently all of
Botswana’s liquid / gas fuel is imported. It has been agreed that the consolidated MCIPP Resource will
supply the PCP, the KP1 Power Plant and the MCIPP power plant with coal. The following commercial
off take agreements will be signed to enable the above arrangements:
     * Coal Sale Agreements with KEB to establish the MCIPP Resource as a secure and exclusive
       feedstock supply of coal for:
             - The PCP for 100% of its feedstock requirements (on the back of a binding Coal Supply
               Agreement already put in place by Shumba);
             - The KP1 Power Plant for 100% of its fuel needs; and
             - The MCIPP Power Station for 100% of its fuel needs
     * Power Purchase Agreement between the PCP and the KP1 Power Plant for exclusive supply of
       the necessary 300MW of electricity to the PCP.
     * Power Purchase agreements between MCIPP power plant and future commercial off takers.

A variety of shareholders’ and joint development agreements will govern the management of the
various joint ventures, including minority interest protections, with details of Kibo’s final interests in
the various entities and the MCIPP Resource to be advised upon completion of the reorganization.

The Agreement is conditional on a variety of commercial and technical Conditions Precedent such as
the signing of a definitive agreement within ten business days, execution of the above commercial
offtake agreements, and a longstop date of 20 March 2020.

Petrochemical Plant
For further background and to put the reorganization into context, Shumba recently acquired 80% of
Coal Petroleum Ltd (‘CP’). CP is a company that has been focused on the development of a commercial
scale liquid fuels production facility in Botswana. CP has partnered with PowerChina International
Group Limited (“PowerChina International”) and Wison Group (“Wison”), both leading Chinese EPC
companies with a proven track record and recent experience in the coal-based power & coal to liquid
technologies (‘CTL’) for the execution of the Bankable Feasibility Study (‘BFS’). PowerChina
International is the world’s largest hydropower, electricity and infrastructure construction group and
Wison is China's leading technical solution provider in energy sector, specializing in technologies and
engineering construction services, including petrochemical, refinery, C1 chemical, central processing
facility and LNG & power generation. The technical aspects of a Bankable Feasibility Study for the
PCP, which will be built at Mabesekwa, will be undertaken in conjunction with the two Chinese
conglomerates and is nearing completion, with project financing discussions advanced.

Lock Up Provisions
Under the Agreement, and for a period of 12 months, Shumba and related parties may not sell or
otherwise dispose of more than 5% of the total shares that it holds in Kibo at the date the Agreement is
signed in any subsequent calendar month.

Louis Coetzee, CEO of Kibo, commented, “This reorganization enables us to more fully leverage
and de-risk the MCIPP Resource by pursuing three different potential revenue streams, including a
further 250 – 300MWpower plant in addition to the existing MCIPP 300MW plant currently being
advanced and significant exposure to a large PCP to be planned for development and supported by two
major Chinese conglomerates (Botswana is described by the World Bank one of the world’s fastest
growing economies, averaging 5% per annum over the past decade). With the strong local and
international support, and supply agreements already in place, we are exposed to a much larger
opportunity in addition to what we are already developing in Botswana, further strengthening our
existing relationship with Shumba.

Recent emphasis has been on our major other projects, including the MCPP in Tanzania, Benga in
Mozambique, and Mast Energy in the UK, where notable advances have been made. Now the spotlight
is on Mabesekwa; this is a tipping point for the project, which we believe offers a significant value - lift
to shareholders. We look forward to updating shareholders as the projects advance.”

                                               **ENDS**

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

  Louis Coetzee            info@kibo.energy            Kibo Energy PLC            Chief Executive Officer
                                                                                 Corporate and Designated
 Andreas Lianos           +27 (0) 83 4408365              River Group
                                                                                      Adviser on JSE
Jason Robertson          +44 (0) 20 7374 2212         First Equity Limited             Joint Broker
Andrew Thomson             +61 8 9480 2500           RFC Ambrian Limited             NOMAD on AIM
 Isabel de Salis /                                                                  Investor and Media
                         +44 (0) 20 7236 1177        St Brides Partners Ltd
  Beth Melluish                                                                      Relations Adviser

Notes
Kibo Energy PLC is a multi-asset, Africa focused, energy company positioned to address the acute
power deficit, which is one of the primary impediments to economic development in Sub-Saharan
Africa. To this end, it is the Company’s objective to become a leading independent power producer in
the region.

Kibo is simultaneously developing three similar coal-fuelled power projects: the Mbeya Coal to Power
Project (‘MCPP’) in Tanzania; the Mabesekwa Coal Independent Power Project (‘MCIPP’) in Botswana;
and the Benga Independent Power Project (‘BIPP’) in Mozambique. By developing these projects in
parallel, the Company intends to leverage considerable economies of scale and timing in respect of
strategic partnerships, procurement, equipment, human capital, execution capability / capacity and
project finance.

Additionally, the Company has a 60% interest in MAST Energy Developments Limited (‘MED’), a
private UK registered company targeting the development and operation of flexible power plants to
service the Reserve Power generation market.
       Mabesekwa Coal Resource Statement (SAMREC-Compliant) from Competent Persons’ Report
       prepared by Gemecs (Pty) Ltd for Sechaba Natural Resources (Pty) Limited, – 31 January 2018


       Total Mabesekwa Resource – Table 1


                                                 GROSS IN                                    SEAM
AREA                          RESOURCE             SITU       GEOLOGICA        MINEABLE      THICKNES   DEPTH
          AREA (m2)    SEAM
NAME                            CLASS                           L LOSS %       IN SITU                   BELOW
                                                 TONNES                                      S
                                                                               TONNES           (m)      SURFACE (m)

  PL428   26 728 764   SG     MEASURED 0                         5%        0
  PL428   26 728 764   SG     INDICATE      0                    10%       0
                                     D
  PL428   26 728 764   SG     INFERRED          3 374 600        15%            2 868 410      2.47         46.6
                       SG       TOTAL           3 374 600                       2 868 410      2.47         46.6
  PL428   26 728 764   SF     MEASURED          3 580 000        5%             3 401 000      3.77         46.9
  PL428   26 728 764   SF     INDICATE          16 894 500       10%           15 205 050      3.04         43.6
                                     D
  PL428   26 728 764   SF     INFERRED          2 579 400        15%            2 192 490      2.86         43.1
                       SF       TOTAL           23 053 900                     20 798 540      3.13         44.1
  PL428   26 728 764   SE     MEASURED          1 701 500        5%             1 616 425      2.91         39.4
  PL428   26 728 764   SE     INDICATE          23 255 200       10%           20 929 680      3.21         40.5
                                     D
  PL428   26 728 764   SE     INFERRED          37 555 800       15%           31 922 430      3.92         35.1
                       SE       TOTAL           62 512 500                     54 468 535      3.63         37.2
  PL428   26 728 764   SD     MEASURED          8 283 900        5%             7 869 705      3.81         50.8
  PL428   26 728 764   SD     INDICATE          47 821 700       10%           43 039 530      3.40         44.0
                                     D
  PL428   26 728 764   SD     INFERRED          12 132 300       15%           10 312 455      2.79         35.4
                       SD       TOTAL           68 237 900                     61 221 690      3.34         43.3
  PL428   26 728 764   SC     MEASURED          22 123 800       5%            21 017 610      4.49         44.1
  PL428   26 728 764   SC     INDICATE          104 931 800      10%           94 438 620      4.58         41.2
                                     D
  PL428   26 728 764   SC     INFERRED          32 729 100       15%           27 819 735      4.16         36.3
                       SC       TOTAL           159 784 700                    143 275 965     4.48         40.6
  PL428   26 728 764   SB     MEASURED          41 178 500       5%            39 119 575      6.32         46.4
  PL428   26 728 764   SB     INDICATE          209 968 000      10%           188 971 200     6.64         46.0
                                     D
  PL428   26 728 764   SB     INFERRED          61 192 400       15%           52 013 540      6.55         44.4
                       SB       TOTAL           312 338 900                    280 104 315     6.58         45.7
  PL428   26 728 764   SA     MEASURED          37 900 600       5%            36 005 570      7.54         54.1
  PL428   26 728 764   SA     INDICATE          146 796 100      10%           132 116 490     6.48         54.8
                                     D
  PL428   26 728 764   SA     INFERRED          35 578 200       15%           30 241 470      6.16         56.7
                       SA       TOTAL           220 274 896                    198 363 526     6.61         55.0
          TOTAL COAL ALL SEAMS                  849 577 400      10%           761 100 985
                    

 Kibo Mabesekwa Coal Resource Statement (SAMREC Compliant)
        Approx. 303 Mt subset of Resource in Table 1 taken from Competent Persons’ Report prepared
                         by Gemecs (Pty) Ltd for Kibo Energy PLC – 11 June 2018

        Kibo Mabesekwa Resource 100% basis – Table 2

AREA      AREA (m2)    RESOURCE    SEAM     GROSS IN    GEOLOGICAL   MINEBALE IN     SEAM        DEPTH
NAME                     CLASS            SITU TONNES     LOSS %     SITU TONNES   THICKNESS     BELOW
                                                                                      (m)      SURFACE (m)
Mt300     11,556,050   MEASURED     SG           0           5              0
Mt300     11,556,050   INDICATED    SG           0          10              0
Mt300     11,556,050    INFERRED    SG       286,700        15          243,695      4.25         38.7
                          TOTAL     SG       286,700                    243,695      4.25         38.7
Mt300     11,556,050   MEASURED     SF        71,500         5           67,925      1.85         45.3
Mt300     11,556,050   INDICATED    SF      3,936,000       10         3,542,400     3.25          36
Mt300     11,556,050    INFERRED    SF       106,000        15           90,100      2.59         40.5
                          TOTAL     SF      4,113,500                  3,700,425     3.21         36.3
Mt300     11,556,050   MEASURED     SE           0           5              0
Mt300     11,556,050   INDICATED    SE      4,547,700       10         4,092,930     2.22         40.7
Mt300     11,556,050    INFERRED    SE     27,000,600       15        22,950,510     4.29         33.4
                          TOTAL     SE     31,548,300                 27,043,440     3.99         34.5
Mt300     11,556,050   MEASURED     SD       811,300        5           770,735       4.3         63.4
Mt300     11,556,050   INDICATED    SD     18,401,100       10        16,560,990     3.32         39.9
Mt300     11,556,050    INFERRED    SD      5,086,600       15         4,323,610     2.39         36.6
                          TOTAL     SD     24,299,000                 21,655,335     3.16          40
Mt300     11,556,050   MEASURED     SC     13,196,900       5         12,537,055     5.82         40.5
Mt300     11,556,050   INDICATED    SC     43,405,100       10        39,064,590     4.91          38
Mt300     11,556,050    INFERRED    SC      8,550,500       15         7,267,925     4.68         33.9
                          TOTAL     SC     65,152,500                 58,869,570     5.06          38
Mt300     11,556,050   MEASURED     SB     26,782,000       5         25,442,900     6.18         44.5
Mt300     11,556,050   INDICATED    SB     75,963,000       10        68,366,700     5.86         41.4
Mt300     11,556,050    INFERRED    SB     15,522,600       15        13,194,210     5.52         47.7
                          TOTAL     SB    118,267,600                107,003,810     5.89         42.9
Mt300     11,556,050   MEASURED     SA     18,315,900       5         17,400,105     7.58         49.3
Mt300     11,556,050   INDICATED    SA     61,491,700       10        55,342,530      6.5         47.7
Mt300     11,556,050    INFERRED    SA     13,733,000       15        11,673,050     5.18         51.2
                          TOTAL     SA     93,540,600                 84,415,685     6.52         48.5
TOTAL COAL ALL SEAMS                      337,208,200                302,931,960

          Kibo Mabesekwa Coal Resource Statement (SAMREC Compliant) Kibo’s 85% Attributable
                                  Interest in Coal Resource in Table 2


            Kibo Mabesekwa Resource 85% Basis – Table 3

AREA     AREA (m2)       RESOURCE      SEAM      GROSS IN     GEOLOGICAL    MINEBALE IN       85%               SEAM        DEPTH
NAME                       CLASS               SITU TONNES      LOSS %      SITU TONNES     ATTRIBUT-         THICKNESS     BELOW
                                                                                              ABLE               (m)      SURFACE (m)

Mt300   11,556,050       MEASURED       SG          0              5               0                      0
Mt300   11,556,050       INDICATED      SG          0              10              0                      0
Mt300   11,556,050        INFERRED      SG        286,700          15          243,695           207,141        4.25         38.7
                           TOTAL        SG        286,700                      243,695           207,141        4.25         38.7
Mt300   11,556,050       MEASURED       SF        71,500           5            67,925            57,736        1.85         45.3
Mt300   11,556,050       INDICATED      SF       3,936,000         10          3,542,400       3,011,040        3.25          36
Mt300   11,556,050        INFERRED      SF        106,000          15           90,100            76,585        2.59         40.5
                           TOTAL        SF       4,113,500                     3,700,425       3,145,361        3.21         36.3
Mt300   11,556,050       MEASURED       SE          0              5               0                      0
Mt300   11,556,050       INDICATED      SE       4,547,700         10          4,092,930       3,478,991        2.22         40.7
Mt300   11,556,050        INFERRED      SE      27,000,600         15         22,950,510      19,507,934        4.29         33.4
                           TOTAL        SE      31,548,300                    27,043,440      22,986,924        3.99         34.5
Mt300   11,556,050       MEASURED       SD        811,300          5           770,735           655,125         4.3         63.4
Mt300   11,556,050       INDICATED      SD      18,401,100         10         16,560,990      14,076,842        3.32         39.9
Mt300   11,556,050        INFERRED      SD       5,086,600         15          4,323,610       3,675,069        2.39         36.6
                           TOTAL        SD      24,299,000                    21,655,335      18,407,035        3.16          40
Mt300   11,556,050       MEASURED       SC      13,196,900         5          12,537,055      10,656,497        5.82         40.5
Mt300   11,556,050       INDICATED      SC      43,405,100         10         39,064,590      33,204,902        4.91          38
Mt300   11,556,050        INFERRED      SC       8,550,500         15          7,267,925       6,177,736        4.68         33.9
                           TOTAL        SC      65,152,500                    58,869,570      50,039,135        5.06          38
Mt300   11,556,050       MEASURED       SB      26,782,000         5          25,442,900      21,626,465        6.18         44.5
Mt300   11,556,050       INDICATED      SB      75,963,000         10         68,366,700      58,111,695        5.86         41.4
Mt300   11,556,050        INFERRED      SB      15,522,600         15         13,194,210      11,215,079        5.52         47.7
                           TOTAL        SB      118,267,600                   107,003,810     90,953,239        5.89         42.9
Mt300   11,556,050       MEASURED       SA      18,315,900         5          17,400,105      14,790,089        7.58         49.3
Mt300   11,556,050       INDICATED      SA      61,491,700         10         55,342,530      47,041,151         6.5         47.7
Mt300   11,556,050        INFERRED      SA      13,733,000         15         11,673,050       9,922,093        5.18         51.2
                           TOTAL        SA      93,540,600                    84,415,685      71,753,332        6.52         48.5
TOTAL COAL ALL SEAMS                            337,208,200                   302,931,960   257,492,166




Review by Qualified Persons
The information in this announcement that relates to the Mabesekwa Coal Resource
Statement and the Kibo Mabesekwa Kibo Coal Resource Statement is taken from CPR
reports by Mr NJ Denner who is employed by Gemecs (Pty) Ltd as a full-time consulting
geologist. Mr NJ Denner, Pr.Sci.Nat, B.Sc Hons (Geology), FGSSA, SEG, is a geologist
with 23 years’ experience in the South African Mining Industry and a member of South
African Council for Natural Scientific Professions (Membership No.400060/98). Mr NJ
Denner has sufficient experience that is relevant to the style of mineralisation and type of
deposit under consideration and to the activity being undertaken to qualify as a Competent
Person as defined in the 2016 Edition of the ‘The South African Code for Reporting of
Exploration Results, Mineral Resources and Ore Reserves (SAMREC)’ and for the purposes
of the AIM Rules for Companies. Mr NJ Denner consents to the inclusion in this
announcement of the matters based on his information in the form and context in which it
                     appears
     Kibo’s Technical Director, Noel O’Keeffe, B.Sc.(Hons) Geology P.Geo and a member of
     the Institute of Geologists of Ireland, a director of Kibo and a Qualified Person within the
     meaning of SAMREC and the AIM Rules for Companies has reviewed the CPR reports, the
     Mabesekwa Coal Resource Statement and Kibo Mabesekwa Coal Resource Statement and
     the references to them in this announcement.


     Glossary of Technical Terms
 “Indicated            That part of a coal resource for which tonnage, densities, shape, physical characteristics,
 Resource”             grade and coal quality can be estimated with a moderate level of confidence. Based on
                       exploration, sampling and testing information gathered through appropriate techniques from
                       locations such as outcrops, trenches, pits, workings and drill-holes. The data-point locations
                       are appropriate to confirm physical continuity, while they are too widely or
                       inappropriately spaced to confirm quality continuity. However, such locations are spaced
                       closely enough for quality continuity to be assumed.
 “Inferred Resource”   That part of a coal resource for which tonnage, grade and coal quality can be estimated with
                       a low level of confidence. It is inferred from geological evidence and assumed but not verified
                       physical continuity with or without coal quality continuity. Based on exploration, sampling
                       and testing information gathered through appropriate techniques from locations such as
                       outcrops, trenches, pits, workings and drill-holes which is limited or of uncertain quality or
                       reliability.
 “insitu”              In its original place. Most often used to refer to the location of Mineral Resources
 “insitu tonnage”      Measure of mass of coal or other mineral in the ground
 “m”                   A metre – a measure of length or thickness
 “Measured             A Measured Mineral Resource is that part of a Mineral Resource for which quantity, grade or
 Resource”             quality, densities, shape, and physical characteristics are estimated with confidence sufficient
                       to allow the application of Modifying Factors to support detailed
                       mine planning and final evaluation of the economic viability of the deposit
 “Mineral Resource”    A “Mineral Resource” is a concentration or occurrence of diamonds, natural solid inorganic
 or “Coal Resource”    material, or natural solid fossilised organic material including base and precious metals, coal,
 (where the mineral    and industrial minerals in or on the Earth’s crust in such form and quantity and of such a grade
 is coal)              or quality that it has reasonable prospects for economic extraction. The location, quantity,
                       grade, geological characteristics and continuity of a
                       Mineral Resource are known, estimated or interpreted from specific geological evidence and
                       knowledge.
 “Mt”                  Abbrev. for megaton (measure of weight). Equals 1 million tonnes
 “SAMREC”              South African Code for Reporting Exploration Results, Mineral Resources and Ore Reserves

 “t”                   A metric tonne – a measure of weight
 “tonnage”             Quantities where the tonne is an appropriate unit of measure. Typically used to measure or
                       estimate quantities of in situ material or quantities of material mined, transported, processed
                       or sold.

Johannesburg
25 September 2019
Corporate and Designated Adviser
River Group

Date: 25/09/2019 08:00:00
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