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KIBO ENERGY PLC - Conditional Acquisition of Carbon Resilience Pte Limited, Convertible Loan Note and Financial Reporting Update
2025/10/08 08:30:00
Conditional Acquisition of Carbon Resilience Pte Limited, Convertible Loan Note and Financial Reporting Update
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: 8 October 2025
Kibo Energy PLC ('Kibo' or the 'Company')
Conditional Acquisition of Carbon Resilience Pte Limited, Convertible Loan Note and
Financial Reporting Update
Kibo Energy PLC (AIM: KIBO, AltX: KBO) is pleased to announce that it has entered into a
conditional sale and purchase agreement (the 'SPA') with FA SPC Real Asset Income Limited (the
'Vendor'), part of the institutional asset management platform of the ARIA Commodities' group, to
acquire Carbon Resilience Pte Limited (the 'Target'), a privately held utility-scale industrial
decarbonisation and renewable energy company .
The Target controls a portfolio of onshore wind, solar, and battery energy storage projects in
Queensland, Australia with combined potential generation capacity of over 14GW across 900,000
hectares.
The proposed acquisition (the 'Transaction') would be the first step in Kibo's strategy to develop
and operate large-scale firmed clean power solutions to support grid supply, industrial electrification,
data centres, critical minerals processing, green steel and low-carbon liquid fuels production.
Key Terms of the conditional SPA
• Structure: Kibo will acquire 100% of the issued share capital of the Target, together with the
benefit of any outstanding shareholder loans.
• Share consolidation: the Company will seek shareholder approval for a 1600:1 consolidation
of the ordinary shares of the Company on the basis that one new ordinary share shall be issued
for every one thousand six hundred (1600) shares in issue.
• Consideration: The purchase price is US$ 135 million, to be satisfied by the issue of c. 966
million new Kibo ordinary shares at a deemed issue price of £0.104 (10.4 pence) per share
(post share consolidation), subject to adjustment based on the results of the Due Diligence
investigation.
• Portfolio: The Target's portfolio comprises 8 strategically located project sites which take into
consideration grid access points, social and community benefits whilst supporting
Queensland's pathway for sustainable energy. The primary resource of the project locations
is onshore wind which has the capacity to co-locate Solar PV and Battery Energy Storage
Solutions (BESS) to support delivering a firm power solution.
• The portfolio's potential capacity of over 14 GW represents a significant opportunity to
advance climate change mitigation, drive economic growth through job creation in both
construction and long-term operations, and deliver community benefits through employment
and regional revitalization with large-scale, firmed clean power solutions that will support
grid supply, industrial electrification, data centres, critical minerals processing, green steel
production, and low-carbon liquid fuels.
• Conditions Precedent: Completion of the SPA is conditional upon, inter alia:
o Publication of an AIM admission document including audited historical financial
information for both Kibo and the Target;
o Approval of the Transaction by Kibo shareholders at a General Meeting; and
o Such other standard conditions precedent including, inter alia, completion of
satisfactory mutual due diligence by all parties, board approvals, AIM the JSE & other
relevant regulatory authority approvals including obtaining a waiver from Irish
Takeover Panel where required.
The Transaction would qualify as a reverse takeover transaction ('RTO') under AIM Rule 14, given
the Company's cash shell status. Further details will be set out in the admission document upon
completion of the RTO.
Convertible Loan Note
The Company has issued a Convertible Loan Note to an institutional investor (the 'Noteholder') to
provide funding to the Company of up to £150,000 for general working capital purposes and to cover
the initial RTO costs (the 'CLN'). This will allow the Company's Nomad and advisors to start the
due diligence process and preparation of the admission document and related documentation.
Furthermore, the Company will need to complete a further fundraise, expected to be in the form of a
separate Convertible Loan Note, to cover additional working capital requirements and RTO costs. A
further announcement will be made when this is finalised.
The key terms of the CLN are as follows:
• Maturity Date: date on which Kibo's shares are re-admitted for trading on AIM following the
completion of the RTO
• Zero percent rate of interest
• Conversion Date: convertible on Maturity Date
• Conversion Price: 20% discount to the re-admission price
• Face value to be, at the election of the Noteholder on Maturity Date:
o Repaid in cash; or
o Converted into ordinary shares of the Company at the Conversion Price.
Financial Reporting Update
As previously announced, trading in the Company's ordinary shares on AIM remains suspended
pending the completion of a potential RTO, publication of the admission document and re-admission
of the Company's shares to trading on AIM.
The audited accounts for the year ended 31 December 2024 and the interim results for the six months
ended 30 June 2025 will be published together as part of the Company's admission document at the
time of re-admission to trading on AIM.
Next Steps and Timetable
Following the completion of the due diligence process, a General Meeting will be convened to seek
shareholder approval in due course. The Company will also be required to undertake a fundraising in
connection with the Transaction.
Further announcements will be made as appropriate, including in relation to the expected timetable
for re-admission.
Whilst the Company and Vendor are committed to completing the RTO there can be no
guarantee that it will complete, and investors should note that completion remains subject to
substantial conditions. Furthermore, to complete the required work on the RTO, including due
diligence, the Company needs to raise additional funds.
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:
Cobus van der Merwe info@kibo.energy Kibo Energy PLC Chief Executive Officer
James Biddle +44 207 628 3396 Beaumont Cornish Limited Nominated Adviser
Roland Cornish
James Sheehan +44 20 7048 9400 Global Investment Joint Broker
Strategy UK Limited
Beaumont Cornish Limited ('Beaumont Cornish') is the Company's Nominated Adviser and is
authorised and regulated by the FCA. Beaumont Cornish's responsibilities as the Company's
Nominated Adviser, including a responsibility to advise and guide the Company on its responsibilities
under the AIM Rules for Companies and AIM Rules for Nominated Advisers, are owed solely to the
London Stock Exchange. Beaumont Cornish is not acting for and will not be responsible to any other
persons for providing protections afforded to customers of Beaumont Cornish nor for advising them
in relation to the proposed arrangements described in this announcement or any matter referred to
in it.
Johannesburg
8 October 2025
Corporate and Designated Adviser
River Group
Date: 08-10-2025 08:30:00
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