KIBO ENERGY PLC - Kibo Subsidiary Announces Update of Joint Venture Agreement

Kibo Subsidiary Announces Update of Joint Venture Agreement

Kibo Energy PLC (Incorporated in Ireland)
(Registration Number: 451931)
(External registration number: 2011/007371/10)
LEI Code: 635400WTCRIZB6TVGZ23
Share code on the JSE Limited: KBO
Share code on the AIM: KIBO
ISIN: IE00B97C0C31
('Kibo' or 'the Company')

Dated: 1 December 2023

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

               Kibo Subsidiary Announces Update of Joint Venture Agreement

Kibo Energy PLC (AIM: KIBO; AltX: KBO), the renewable energy-focused development company,
announces that further to its previous announcements dated 23 October 2023 and 13 November 2023,
respectively, its subsidiary Mast Energy Developments PLC ('MED'), a UK-based multi-asset
owner, developer and operator in the rapidly growing flexible market, announces that, under the terms
of the binding Joint Venture Agreement (JVA'), Proventure Holdings (UK) Ltd, part of the
Proventure Group ('Proventure'), has failed to meet the conditions to complete the transaction by the
contractually agreed completion long-stop date of 30 November 2023.

Under the terms of the JVA, Proventure is required to make an initial interim payment of £2m (the
'Interim Payment') as well as payment of the balance of the investment due of c. £3.9m to the Joint
Venture Special Purpose Vehicle ('SPV'). Unless or until the JVA has been completed, Proventure
remains contractually bound under the JVA, and remains in breach of its obligations thereto. As a
result of Proventure not performing, MED has given Proventure formal notice of enforcement and
Proventure now has seven (7) days to remedy the position. If Proventure fails to do so within the
remedial timeline, MED will consider all its available options, including, but not limited to,
terminating the JVA save for MED's right to claim damages and costs, commencing proceedings
against Proventure and affected parties as well as alternative investment opportunities. MED has
furthermore made the decision to grant no further extensions with respect to the deadline for the
completion of the JV.

As announced in the Company RNS dated 13 November 2023, MED provided an extension in respect
of the Interim Payment deadline and Proventure has thus incurred a total late payment penalty
amounting to £60,000 as well as liquidated damages of 0.25% of the total investment balance due
plus any additional costs and expenses incurred by MED in respect of the JV projects, all of which
are due and payable by Proventure to MED. Under the terms of the JVA, in addition to the foregoing
penalties, should the JVA be terminated, Proventure shall furthermore pay to MED liquidated
damages as a sum equal to 5% of the total investment value due and any reasonable costs and
expenses incurred by MED in connection with the agreement.

In consideration of the delays, MED has proceeded with advanced discussions with an alternative
institutional investor to secure the necessary funding required to advance MED's development plans.

Further details can be found in the full MED announcement, which is available below and at
med.energy:


                                  –––––––––––––––––––––––––
Dated: 01 December 2023

                    Mast Energy Developments PLC ('MED' or 'the Company')

                    MED Binding Joint Venture Agreement Completion Update

Mast Energy Developments PLC, the UK-based multi-asset owner, developer and operator in the
rapidly growing flexible power market, announces that further to its previous announcements dated
23 October 2023 and 13 November 2023 respectively, under the terms of the binding JVA, Proventure
is required to make an initial interim payment of £2m (the 'Interim Payment') as well as payment of
the balance of the investment of c. £3.9m to the Joint Venture SPV, in order to complete the
transaction by the contractually agreed completion long-stop date of 30 November 2023.

Proventure has not met the abovementioned conditions under the JVA and unless or until the JVA
has been completed, Proventure remains contractually bound under the JVA and is yet to perform its
obligations thereof. As a result of Proventure not performing such obligations, MED has given
Proventure formal notice of enforcement and Proventure now has seven (7) days to remedy the
position. If Proventure fails to do so within the remedial timeline, MED will consider all its available
options, including, but not limited to, terminating the JVA save for MED's right to claim damages
and costs, commencing proceedings against Proventure and associated parties, as well as alternative
investment opportunities.

In consideration for MED previously granting an extension in respect of the Interim Payment
deadline, as set out in our announcement dated 13 November 2023, Proventure has incurred a total
late payment penalty amounting to £60,000 as well as liquidated damages of 0.25% of the total
investment balance due, plus any additional costs and expenses incurred by MED in respect of the
JV projects, all of which are due and payable by Proventure to MED unless waived in part or in full
by MED. Under the terms of the JVA, in addition to the foregoing penalties, in the event that the JVA
is terminated, Proventure shall pay to MED liquidated damages being a sum equal to 5% of the total
investment value due, plus any reasonable costs and expenses incurred by MED in connection with
the agreement. All of the foregoing penalties exclude MED's right to claim further damages as a
result of the breach and potential misrepresentation by Proventure.

Further, MED is in advanced discussions with an alternative institutional investor in order to secure
the necessary funding required to advance MED's development plans, should Proventure fail to
remedy the position referred to above. In the meantime, MED is in the process of also assessing
various short-term funding options in order to ensure that the Company can meet its ongoing working
capital requirements.

Moreover, MED has decided to put its Pyebridge 9MW flexible power generation asset (the 'Site')
into care and maintenance, in preparation for a significant overhaul work programme planned for the
Site's reciprocal generation engines, pending the necessary funding. The planned work programme
will result in the Site reaching its full generation, efficiency and profitability potential. Until such
time that the work programme has been completed, no further revenue from the Site is expected.

Pieter Krügel, MED CEO, commented: "We are, of course, very disappointed with Proventure's
continued inability to meet their commitments within the agreed contractual timelines. MED has been
working tirelessly to assist and support Proventure and we have done everything we possibly could
to ensure successful delivery, however, Proventure's performance is unfortunately outside of MED's
control. Based on the latest assurances from Proventure, the MED Board remains cautiously
optimistic that Proventure remains fully committed to and should be able to remedy the position
within the remedial timeline to pave the way towards building a fruitful partnership with them.
"In the meantime, we are engaged in advanced discussions with an alternative institutional investor
in order to secure the necessary capex funding to advance MED's development plans should
Proventure fail to remedy the position referred to above and we are looking forward to updating the
market accordingly."

                                                  ENDS

This announcement contains inside information for the purposes of the UK version of the Market
Abuse Regulation (EU No. 596/2014) as it forms part of United Kingdom domestic law by virtue of
the European Union (Withdrawal) Act 2018 ('UK MAR'). Upon the publication of this announcement,
this inside information is now considered to be in the public domain.

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

 Pieter Krügel     Info@med.energy                    Mast Energy Developments PLC CEO
 Jon Belliss       +44 (0)20 7399 9425                Novum Securities             Corporate Broker
 Zainab Slemang    zainab@lifacommunications.com      Lifa Communications          Investor & Media
 van Rijmenant                                                                     Relations Advisor

This announcement contains inside information as stipulated under the UK version of the Market
Abuse Regulations (EU) no. 596/2014 as it forms part of United Kingdom domestic law by virtue of
the European Union (Withdrawal) Act 2018 ('UK MAR'). Upon the publication of this
announcement, this information is now considered to be in the public domain.

                                             **ENDS**

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

 Louis Coetzee    info@kibo.energy                Kibo Energy PLC              Chief Executive Officer
 James Biddle     +44 207 628 3396                Beaumont Cornish Limited     Nominated Adviser
 Roland Cornish
 Claire Noyce     +44 20 3764 2341                Hybridan LLP                 Joint Broker
 Damon Heath      +44 207 186 9952                Shard Capital Partners LLP   Joint Broker
 Zainab Slemang   zainab@lifacommunications.com   Lifa Communications          Investor and Media
 van Rijmenant                                                                 Relations Consultant

Johannesburg
1 December 2023
Corporate and Designated Adviser
River Group

Date: 01-12-2023 09:00:00
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