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RNS Number : 3961F European Green Transition PLC 24 September 2024
24 September 2024
European Green Transition plc
("European Green Transition", "EGT", "the Company" or "the Group")
Interim Results for the period to 30 June 2024
European Green Transition (AIM: EGT), a company developing green economy
assets in Europe which aims to capitalise on the opportunities created by the
green energy transition, is pleased to announce its unaudited interim results
for the period ended 30 June 2024.
Interim Results 2024 Highlights
· Successfully listed on AIM in April 2024, raising gross proceeds of
£6.5 million.
· Signed an exclusive 12-month option to potentially acquire the Cyprus
Copper Tailings Recycling project at Limni in west Cyprus.
· Signed an exclusive 12-month option to potentially acquire the rights
to generate carbon and biodiversity credits at the Altan Carbon Credit
project, a peatland carbon sink programme in Donegal, Ireland.
· Key milestones reached in the development of the Olserum rare earth
elements ("REE") project in Sweden, including award of drill permitting,
successful community engagement meeting, and positive sample results which
reported high grade sample results from Djupedal with values of 4.79%, 5.8%
and 11.77% TREO ("Total Rare Earth Oxides").
· Robust cash position of £4.9 million as at 30 June 2024, providing
capital to implement EGT's strategy of targeting revenue or near-revenue stage
green economy assets.
Post Period End Highlights
· Successful completion of 13 hole, c.1,500m low-cost drill programme
at the Olserum REE project targeting the Djupedal and Olserum West prospects
which aims to confirm the district scale REE potential at the Olserum REE
project. The Directors are encouraged by the work performed with visual
inspection of the drill core indicating broad alteration zones and intervals
with intersections of visible phosphate mineralisation. Laboratory results are
expected later in H2-2024.
· Positive metallurgical test work completed at the Olserum REE project
with results from a bulk sample taken from the historic drill core at Olserum
confirming that a high-grade REE concentrate can be processed using
conventional and relatively simple techniques.
· Encouraging preliminary sample results received from the Cyprus
Copper Tailings Recycling project in July 2024. The Company has now progressed
to the next stage of due diligence, as it looks to evaluate the potential for
near term revenue generation from a low-cost hydraulic pumping process, with
subsequent potential for solar development.
Aiden Lavelle, Chief Executive Officer of European Green Transition, said:
"I am pleased to present European Green Transition's financial results for the
first half of 2024. Following our successful listing on AIM in April 2024
where we raised gross proceeds of £6.5m, we have continued our momentum by
signing two option agreements on exciting green economy projects: the Cyprus
Copper Tailings Recycling project and the Altan Carbon Credit Project. We
continue to conduct diligence on both projects, receiving encouraging initial
sample results from the Cyprus Copper Tailings Recycling project which
confirmed the presence of copper, and we are now progressing to the next stage
of diligence as we look to generate near term revenue through the extraction
of copper using a capital efficient hydraulic pumping system. Similarly, we
continue to progress our Altan Carbon Credit Project, engaging with key
stakeholders to develop a long term sustainable business, generating and
selling carbon and biodiversity credits.
"We recently announced the completion of our low-cost drill programme at the
Olserum REE project in Sweden, ahead of schedule and under budget, as we look
to prove the district scale potential for this project. I am pleased with the
initial findings and observed geology in the drill core that we have obtained,
and we look forward to receiving the results which are expected later this
year. This programme is a crucial step in our goal to monetise the Olserum REE
project in the near future, which if successful would allow us to redirect our
focus and resources to more advanced revenue or near revenue stage
opportunities in the green energy transition as we look to develop a
profitable, sustainable business in the green economy."
A copy of this announcement, together with the Interim Results, will be
available to view on the Company's website in due course at
www.europeangreentransition.com (http://www.europeangreentransition.com)
Notice of Investor Presentation
The EGT management will provide a virtual presentation via ShareSoc, followed
by a live Q&A. The presentation will take place at 17.00 BST on Tuesday
24(th) September 2024.
Investors can register for the webinar here
(https://www.sharesoc.org/events/discovery-company-webinar-24-september-500pm/)
.
Enquiries
European Green Transition plc
Aiden Lavelle, CEO +44 (0) 208 058 6129
Jack Kelly, CFO
Panmure Liberum - Nominated Adviser and Broker
James Sinclair-Ford / Dougie McLeod + 44 (0) 20 7886 2500
Mark Murphy / Kieron Hodgson / Rauf Munir
Camarco - Financial PR
Billy Clegg, Elfie Kent, Lily Pettifar, Poppy Hawkins europeangreentransition@camarco.co.uk
(mailto:europeangreentransition@camarco.co.uk)
+ 44 (0) 20 3757 4980
Notes to Editors
European Green Transition plc (listed on the AIM London Stock Exchange under
the ticker "EGT") is a business operating in the green economy transition
space in Europe. EGT intends to capitalise on the opportunities created by
Europe's transition away from fossil fuels to a green, renewables-focused
economy. The Company plans to expand its existing portfolio of green economy
assets through M&A, targeting what it believes to be distressed and
undervalued projects that are at or close to revenue generation. EGT sees
substantial opportunities to deliver value from its M&A pipeline across
the green economy space.
EGT's highly experienced leadership team has a strong track record of building
successful public companies through the acquisition of distressed assets via
M&A. EGT plans to replicate this approach, creating a sustainable and
profitable business while generating shareholder returns.
The Company's current portfolio of green economy assets includes the Olserum
Rare Earth Project in Sweden. The Olserum project is one of Sweden's projects
of "National Interest" and has the potential to become Europe's first
operating REE mine. EGT has also taken an exclusive option over a copper
tailings recycling project in Cyprus with the potential to generate meaningful
amounts of copper, and the site and surroundings offer an excellent long-term
location to establish a potential solar power facility. EGT has taken a
further exclusive option to develop a peatland carbon sink programme and in
turn generate carbon credits at Altan in Donegal in the northwest of Ireland.
EGT owns additional projects in northern Sweden and Germany which have defined
and tangible upside with potential to realise near-term inflection points in a
cost-effective manner.
EGT's objective is to build a profitable business by aiming to monetise some
of its assets through sale or partnership with larger industry players. The
team is focused on success while remaining committed to its defined ESG
strategy, ensuring excellent development practices across all projects in
addition to regular local community engagement.
For more information, please go to www.europeangreentransition.com
(https://www.europeangreentransition.com/) or follow us on X (formerly
Twitter ) (https://twitter.com/EuropeanGreenT) and LinkedIn
(https://www.linkedin.com/company/european-green-metals-ltd) .
CEO Statement
I am delighted to present the unaudited interim financial statements
of European Green Transition plc ("EGT" or the "Company") for the period
to 30 June 2024. Over this period, we've made significant progress delivering
on our strategy which aims to capitalise on the opportunities created by the
green energy transition across Europe.
Successful Initial Public Offering
In April 2024, EGT achieved the significant milestone of completing its IPO,
raising gross proceeds of £6.5m and being admitted to trading on the AIM
market of the London Stock Exchange. The funds are predominantly being used to
identify and acquire attractive opportunities in the green economy while also
contributing to our existing green economy projects which are intended to
support the green economy transition across Europe.
Progress towards Revenue Generation
EGT has made progress on its M&A strategy in the first half of 2024,
having completed two exclusive option agreements on green economy assets. Both
of these opportunities align with our strategy to target green economy assets
in Europe that are revenue generating or have near-term revenue potential, as
we look to drive EGT towards a profitable, sustainable business.
Cyprus Copper Tailings Recycling Project
The Cyprus Copper Tailings Recycling project has the potential to recover
meaningful amounts of copper in a capital efficient manner through low cost
hydraulic pumping. The historic Limni copper mine was backfilled with the
original mine tailings which were deposited at a site near the coast for a
number of decades. During this time, the tailings oxidized and there is now
evidence of metals in solution circulating in the pit at Limni. This can be
seen following rainfall in the winter when copper enriched waters flow from
the pit in a distinctive blue colour. Subject to further due diligence, EGT
plans to extract copper from this water using a conventional hydraulic pumping
system and capital efficient copper recovery circuits.
EGT completed an initial round of sampling at the site, and results were
encouraging with acid soluble copper ranging from 0.41% to 0.92% found in the
crusts. This clearly demonstrates the presence of copper in the water at
surface. Results also indicated the potential upside for gold as part of the
project. This, combined with the potential to establish a solar power facility
at the site in partnership with an existing solar developer and operator,
indicates the potential of multiple future revenue opportunities.
Altan Carbon Credit Project
Our second option agreement relates to the 1,370 acre Altan farm in Donegal in
the northwest of Ireland where we are looking to develop a pilot peatland
rehabilitation project to develop carbon and biodiversity credits. Peatland
covers 1.5 million hectares of land in Ireland with c.30% of this currently
degraded and releasing stored carbon into the atmosphere as CO(2). Restoring
the damaged peatland to its properly functioning state will recommence the
natural sequestration process, whereby plants absorb carbon, storing it in the
ground.
EGT's objective is to rapidly commence the generation of credits and
subsequently sell the credits to third parties earning revenue. Scaling the
project is a key step and we continue to have interest and discussions to
partner with local landowners in a revenue or profit-sharing model rather than
acquiring the land. This is critical to ensure we adhere to our capital
efficient model and we are working with key stakeholders to understand the
optimal approach to develop a long-term, sustainable business that benefits
the environment and all stakeholders. The global carbon credit market is
forecast to grow rapidly in the near future and we see sizeable interest from
big corporates and technology companies who are looking to support Irish
nature-based projects as they progress towards their net zero goals.
Olserum REE Project
In May and June 2024, we returned high-grade channel and grab samples from the
Olserum REE project in Sweden. The results were taken from a batch of samples
collected in April, reporting high grade results from Djupedal with values of
4.79%, 5.8% and 11.77% TREO. This was a crucial step to increase our
understanding of the Olserum REE project and increased our confidence that the
project has potential to be expanded into a district-scale REE system.
Post period end, we reported positive metallurgical test work from a bulk
sample taken from historic drill core at the Olserum REE project. These
results confirmed that a high-grade REE concentrate from Olserum can be
processed using conventional and relatively simple techniques. This is a key
step for the future development of the project and avoids the requirement for
a future owner to establish a costly, bespoke processing facility.
In September 2024 we completed a c. 1,500m low-cost drill programme at Olserum
ahead of schedule and below budget. We are very encouraged by the work
performed with visual inspection of the drill core indicating broad alteration
zones and intervals with intersections of visible phosphate mineralisation,
which we believe host the REEs. Laboratory results are expected later in
H2-2024, and we believe that the drilling will confirm the presence of a
district scale REE system at Olserum. This will be a critical step in our
objective to monetise the Olserum REE project with a third party.
Furthermore, we also continue to evaluate monetisation opportunities for our
other exploration assets, namely the Pajala copper-graphite project
in Northern Sweden and the critical mineral projects in Saxony,
Germany.
Financial
EGT had a cash balance of £4.9m as at 30 June 2024. Loss for the period
amounted to £1.5m, which includes £0.6m of IPO-related costs.
Outlook and Future M&A
The first half of 2024 has laid the foundation for the future of EGT as a
publicly listed company. The green economy continues to rapidly expand across
multiple areas, and we are reviewing a large number of exciting revenue or
near revenue stage opportunities across the green economy. Our robust cash
position leaves us well placed to execute on this strategy and this could be
further supported by future potential monetisation of our Olserum REE asset,
as well as other assets within our existing portfolio of assets, as we look to
develop a profitable, sustainable business in the green economy while aiming
to generate value for our shareholders.
Aiden Lavelle
23 September 2024
Condensed Consolidated Statement of Comprehensive Income
For the period ended 30 June 2024
Note 6 months ended 6 months ended Year ended
Unaudited Unaudited Audited
30 June 30 June 31 December
2024 2023 2023
GBP£ GBP£ GBP£
Revenue, from contracts with customers - - - (573,524)
Administrative costs 5 (904,173) (246,559) (91,425)
Exceptional items 3 (589,002) -
Operating loss (1,493,175) (246,559) (664,949)
Net finance 4 1,391 (21,248) (43,932)
income/(costs)
(Loss) before income tax (1,491,784) (267,807) (708,881)
Income tax - - -
(charge)
(Loss) for the period (1,491,784) (267,807) (708,881)
Other comprehensive income
Currency translation differences (25,838) (2,928) 1,543
Total comprehensive (loss) for the period (1,517,622) (270,735) (707,338)
Earnings per share from operations attributable to shareholders during the
period:
Basic and diluted (loss) per ordinary share
6 (£0.020) (£0.0021) (£0.0054)
From operations
All operations are continuing, and the accompanying notes form an integral
part of these interim financial statements.
Condensed Consolidated Statement of Financial Position
As at 30 June 2024
Note 30 June 2024 30 June 2023 31 December 2023
Unaudited Unaudited Audited
GBP£ GBP£ GBP£
Assets
Non-current assets
Intangible 7 1,658,265 442,214 1,571,338
assets
1,921 - 850
Property, plant and
equipment
Total non-current assets 1,660,186 442,214 1,572,188
Current assets
Trade and other 64,593 3,079 1,296
receivables
62,606 - 31,548
Current VAT recoverable
4,879,233 287,497 87,969
Cash and cash
equivalents
Total current assets 5,006,432 290,576 120,813
Total assets 6,666,618 732,790 1,693,001
Equity attributable to owners
Share 9 361,552 64,250 116,672
capital
9 7,930,356 133,750 291,015
Share premium account
9,10 305,081 - -
Reverse acquisition reserve
9 8,161 - -
Share option
reserve 9 (23,101) (1,734) 2,737
Foreign currency 9 (2,335,525) (402,667) (843,741)
reserves
Retained
earnings
Total equity 6,246,524 (206,401) (433,317)
Liabilities
Current liabilities
Trade and other 420,094 137,891 338,018
payables
8 - - 1,788,300
Convertible debt
securities
Total current liabilities 420,094 137,891 2,126,318
Non-current liabilities
Convertible debt - 801,300 -
securities
Total non-current liabilities - 801,300 -
Total liabilities 420,094 939,191 2,126,318
Total equity and liabilities 6,666,618 732,790 1,693,001
Condensed Consolidated Statement of Changes in Shareholders' Equity
For the period ended 30 June 2024
Share Share Share Reverse Foreign Retained Total
Capital Premium Option Acquisition currency Earnings GBP£
GBP£ GBP£ Reserve Reserve Reserve GBP£
GBP£ GBP£ GBP£
At 1 January 2023 64,250 133,750 - - 1,194 (134,860) 64,334
Changes in equity for the 6 months ended 30 Jun 2023
(Loss) for the period - - - - - (267,807) (267,807)
Currency differences - - - - (2,928) - (2,928)
Total comprehensive (loss) for the period - - - - (2,928) (267,807) (270,735)
Transactions with the owners
Shares issued - - - - - - -
Total contributions by and distributions to owners - - - - - - -
At 30 June 2023 64,250 133,750 - - (1,734) (402,667) (206,401)
Changes in equity for the 6 months ended 31 Dec 2023
(Loss) for the period - - - - - (441,074) (441,074)
Currency differences - - - - 4,471 - 4,471
Total comprehensive (loss) for the period - - - - 4,471 (441,074) (436,603)
Transactions with the owners
Shares issued 52,422 157,265 - - - - 209,687
Total contributions by and distributions to owners
52,422 157,265 - - - - 209,687
At 31 December 2023 116,672 291,015 - - 2,737 (843,741) (433,317)
Changes in equity for the 6 months ended 30 Jun 2024
(Loss) for the period - - - - - (1,491,784) (1,491,784)
Currency differences - - - - (25,838) - (25,838)
Total comprehensive (loss) for the period - - - - (25,838) (1,491,784) (1,517,622)
Transactions with the owners
Shares issued 244,880 7,639,341 - - - 7,884,221
Share Option Reserve - - 8,161 - - - 8,161
Reverse into EGT plc - - - 305,081 - - 305,081
Total contributions by and distributions to owners 244,880 7,639,341 8,161 305,081 - - 8,197,463
At 30 June 2024 361,552 7,930,356 8,161 305,081 (23,101) (2,335,525) 6,246,524
See note 9 for definition of the reserves above.
Condensed Consolidated Statement of Cash Flows
For the period ended 30 June 2024
Note 30 June 2024 30 June 2023 31 December 2023
Unaudited Unaudited Audited
GBP£ GBP£ GBP£
Restated
Cash Flow from operating activities
Loss before income tax (1,491,784) (267,807) (708,881)
Adjustments:
Net finance costs (1,391) 21,248 43,932
Exceptional items 3 589,002 - 91,425
Purchase of option agreements over new projects 209,743 - -
Share based payment charge 5 8,161 - -
FX re issue of CDSs - - 7,140
Changes in working capital:
(Increase)/decrease in trade & other receivables (63,297) 81 1,864
Increase in VAT recoverable (31,058) - (31,548)
Increase in trade & other payables 82,076 96,562 168,689
Net cash (used) in operating activities (698,548) (149,916) (427,379)
Cash flow from investing activities
Purchase of property, plant and equipment (1,071) - (850)
Purchase of intangible 7 (86,927) (202,572) (345,811)
assets
Purchase of option agreements over new projects (209,743) - -
Net cash used in investing activities (297,741) (202,572) (346,661)
Cash flow from financing activities
Proceeds from issuance of ordinary shares 6,9 6,500,253 - 207,687
Cost of fundraising and IPO 3,9 (974,852) - (47,310)
Proceeds from new convertible debt securities 255,000 4,741 84,601
Convertible debt security interest (15,512) (21,248) (44,262)
(paid)
Net cash generated by financing activities 5,764,889 (16,507) 200,716
Net increase/(decrease) in cash and cash equivalents 4,768,600 (368,995) (573,324)
Cash and cash equivalents at beginning of period 87,969 659,420 659,420
FX translation 22,664 (2,928) 1,873
Cash and cash equivalents at end of period 4,879,233 287,497 87,969
Notes to the Financial Statements
For the period ended 30 June 2024
1. General information
European Green Transition plc ("EGT", the "Company", the "EGT Group"), was
incorporated on 25 January 2024. The Company is a public limited company,
incorporated in England and Wales. The Company is limited by shares, and it
listed on the AIM market of the London Stock Exchange on 8 April 2024. The
registered address of the Company is The Walbrook Building, 25 Walbrook,
London, EC4N 8AF, UK. The EGT Group comprises European Green Transition plc
and its subsidiary companies.
The principal activity of the Group is developing green economy assets in
Europe which aims to capitalise on the opportunity created by the green energy
transition.
The financial statements are presented in GBP ("£"), except where otherwise
indicated.
The registered number of the Company is 15442832.
European Green Transition plc (formerly European Green Metal Holdings Ltd)
completed a share for share exchange agreement with the European Green Metals
Ltd Group ("EGM Group") on 14 March 2024, effectively completing a reverse
acquisition by the EGM group, in order to facilitate its initial public
offering on AIM.
2. Basis of preparation and accounting policies
The consolidated Financial Statements comprise those of the Company and its
subsidiaries (together the "Group"). The consolidated Financial Statements of
the Group have been prepared in accordance with UK-adopted international
accounting standards ("UK-adopted IAS") as they apply to the Group for the
period ended 30 June 2024 with the requirements of the Companies Act 2006. The
financial statements are prepared on the historical cost basis.
The accounting policies applied by the Group in this financial information are
the same as those applied by the European Green Metals Ltd Group in its
financial statements for the year ended 31 December 2023 and which will form
the basis of the 2024 financial statements.
The financial information presented herein does not constitute full statutory
accounts under Section 434 of the Companies Act 2006 and was not subject to a
formal review by the auditors. The financial information in respect of the
year ended 31 December 2023 has been extracted from the statutory accounts
which have been delivered to the Registrar of Companies. The Group's
Independent Auditor's report on those accounts was unqualified, did not
include references to any matters to which the auditor drew attention by way
of emphasis without qualifying their report and did not contain a statement
under section 498(2) or 498(3) of the Companies Act 2006.
The financial information for the half years ended 30 June 2024 and 30 June
2023 is unaudited and the twelve months to 31 December 2023 is audited. The
directors have not adopted IAS34 with the preparation of the interim financial
statements.
The Interim Financial Statements were approved by the Board of Directors
on 23 September 2024.
Reverse acquisition
The acquisition of European Green Metals Ltd and its subsidiaries by European
Green Transition plc on 14 March 2024 has been accounted using the principles
of reverse acquisition accounting. Although the Group financial statements
have been prepared in the name of the legal parent, European Green Transition
Plc, they are in substance a continuation of the consolidated financial
statements of the legal subsidiary, European Green Metals Ltd. The following
accounting treatment has been applied in respect of the reverse accounting:
The assets and liabilities of the legal subsidiary, European Green Metals Ltd,
are recognised and measured in the Group financial statements at the
pre-combination carrying amounts, without restatement to fair value. The
retained earnings recognised in the Group financial statements reflect the
current earnings of European Green Transition plc from its incorporation date
of 25 January 2024 to the period end plus the current and retained earnings of
European Green Metals Ltd to the period end. The equity structure appearing in
the Group financial statements reflects the equity structure of the legal
parent, European Green Transition plc including the equity instruments issued
in order to affect the business combination. See note 10 for further details.
3. Exceptional items
30 June 2024 30 June 2023 31 December 2023
Unaudited Unaudited Audited
GBP£ GBP£ GBP£
Exceptional items include:
- Impairment of Hainichen Licence - - 44,115
- Transaction costs relating to IPO of Company 589,002 - 47,310
Total exceptional Loss 589,002 - 91,425
4. Net finance costs
30 June 2024 30 June 2023 31 December 2023
Unaudited Unaudited Audited
GBP£ GBP£ GBP£
Interest write-back/(expense):
- Interest on convertible debt securities* 1,247 (21,248) (43,945)
Finance income (expense) 1,247 (21,248) (43,945)
Finance income
- Interest income - bond held by Swedish Mining authority 144 - 14
Finance income 144 - 14
Net finance income/(expense) 1,391 (21,248) (43,932)
*All convertible debt securities converted to ordinary shares in EGT on date
of IPO 8 April 2024.
5. Share based payments
In March 2024, conditional upon the IPO being successful in April 2024, which
it was on 8 April 2024, an Employee Performance Incentive Plan was launched
granting 2,300,000 share options in EGT to 2 executive directors and a member
of the Senior Management Team.
The value of the options is measured by the use of a Black Scholes Model. The
inputs into the Black Scholes Model made as at 30 June 2024 were as follows:
Options in Issue 2,300,000
Exercise price (when share price above 18.5p for 14 consecutive days on AIM) 0.0025p
Expected volatility 75%
Expected dividend 0%
Contractual Life remaining 6.6 yrs
Risk free interest rate 3.5%
Estimated fair value of each option 0.0982p
The share-based payment charge for the period ending 30 June 2024 was £8,161
(2023: Nil). There were no options outstanding as at 30 June 2023 or 31
December 2023.
6. Loss per share
Basic and diluted
Basic loss per share is calculated by dividing the (Loss) attributable to
equity holders of the Company by the weighted average number of ordinary
shares in issue during the period.
30 June 2024 30 June 2023 31 December 2023
Unaudited Unaudited Audited
GBP£ GBP£ GBP£
(Loss) for the period (1,491,784) (267,807) (708,881)
Weighted average number of 74,482,841 128,500,000 131,874,275
Ordinary Shares in issue
Earnings per share from operations £ (0.020) £ (0.0021) £ (0.0054)
Due to the losses in the period, the effect of the share options noted in note
5 are considered to be anti-dilutive. The weighted average of potentially
dilutive number of shares at 30 June 2024 was 1,061,538.
Post year end, in January 2024, EGM issued 19,082,001 new shares bringing the
total number of EGM ordinary shares in issue to 252,425,255. On 14 March 2024,
EGM consolidated the number of ordinary shares in issue by a factor of approx.
1: 4.48 bringing the total number of ordinary shares in issue down to
56,308,102.
Subsequently on 14 March 2024, EGM and EGT completed a share exchange
agreement whereby EGT acquired the EGM group by issuing 1 EGT share for each 1
EGM share in issue.
During March and April 2024, EGT completed a fund raise of £6.5m, which
converted to ordinary shares in EGT on date of IPO 8 April 2024 and 6,4620,890
additional ordinary shares were created.
Also, on date of IPO 8 April 2024, all convertible debt securities converted
to ordinary shares in EGT adding a further 23,691,900 shares to the EGT share
register.
7. Intangible fixed assets
30 June 2024 30 June 2023 31 December 2023
Unaudited Unaudited Audited
Group GBP£ GBP£ GBP£
Cost
At 1 January 1,615,453 239,642 239,642
Additions 86,927 202,572 1,375,811
At period end 1,702,380 442,214 1,615,453
Amortisation and impairment
At 1 January (44,115) - -
Charge for the period - - (44,115)
At period end (44,115) - (44,115)
Net book value
At period end 1,658,265 442,214 1,571,338
The Group reviews the carrying amounts of its intangible assets to determine
whether there are any indications that those assets have suffered an
impairment loss. If any such indications exist, the recoverable amount of the
asset is estimated in order to determine the extent of the impairment loss.
Impairment indications include events causing significant changes in any of
the underlying valuation assumptions used.
In the current period no impairment charge was indicated (2023: £44,115
impairment was made in relation to a German licence which was not being
renewed in early 2024. This was as a result of the Directors reviewing ongoing
licence programmes and concluding that the Group should concentrate the use of
its resources on other core licences).
8. Borrowings
30 June 2024 30 June 2023 31 December 2023
Unaudited Unaudited Audited
GBP£ GBP£ GBP£
Current - falling due within 1 year
Convertible debt securities ("CDSs") - - 1,788,300
Non-Current - falling due after 1 year
Convertible debt securities ("CDSs")
- 801,300 -
Total borrowings - 801,300 1,788,300
During 2022, 2023 and 2024, the Group issued Convertible Debt Security
certificates ("CDS") to a collective of high-net-worth investors.
For those CDSs issued in 2022, interest accrued at the rate of 5% per annum
and was payable on the six (6) month anniversary of the issue of the
Securities and every six (6) months thereafter for two (2) years (i.e. until
the second anniversary of the issue of the Securities). Interest was
calculated on a 'simple interest' basis. For those CDSs issued in 2023 and
2024 there was no interest payable.
For all CDSs, either the principal was to be fully repayable at the end of
year two (2) or all CDSs were automatically convertible to ordinary shares if
the company had an initial public offering ("IPO") before the end of year two.
EGT was admitted to trading on AIM on 8 April 2024, before the end of year
two, so all CDSs have been converted into ordinary shares in EGT.
9. Share capital & reserves
30 June 2024 30 June 2023 31 December 2023
Unaudited Unaudited Audited
Share Capital GBP£ GBP£ GBP£
144,620,892 Ordinary EGT shares of £0.0025 361,552
H1 2023- 128,500,000; H2: 233,343,254 Ordinary EGM shares of £0.0005 64,250 116,672
Total 361,552 64,250 116,672
The share capital of European Green Transition plc ("EGT") consists only of
fully paid ordinary shares. All shares are equally eligible to share in
declared dividends, appoint Directors, receive notice of, attend, speak and
vote at any general meeting of the Company.
During the period European Green Metals Ltd ("EGM"), a subsidiary of EGT,
issued 19,081,907 nominal shares @ £0.002/Share to existing shareholders. The
total number of nominal shares then in existence in EGM of
252,425,161@£0.0005 were consolidated at an approx. rate of 1: 4.48 into
56,308,102 shares@ £0.0025 nominal value. These EGM shares were then acquired
by the new parent company European Green Transition plc on a one for one basis
following a share for share agreement.
EGT then issued a further 64,620,890 nominal shares @ £0.1/share as a result
of a fundraise and 23,691,900 nominal shares @ £0.1/share as a result of
conversion of all the existing convertible debt securities on admission of the
Company to AIM.
Share premium
Share premium is the difference between the nominal value of share capital and
the actual cash received on fund-raising less any costs associated with the
fund-raising.
Reverse acquisition reserve
This arises as a result of the reverse acquisition by European Green Metals
Ltd of European Green Transition plc in March 2024 (see note 10).
Share option reserve
A share option reserve of £8,161 was created in June 2024 following the
granting of share options in European Green Transition plc on its admission to
AIM on 8 April 2024.
Foreign currency reserve
The presentation currency of the Group is GBP£. This reserve arises from the
translation of the subsidiaries which are denominated in Euro and SEK into
GBP£ on consolidation.
Retained Earnings
Retained earnings reflect the earnings of the European Green Transition plc
Group, including European Green Metals Ltd.
10. Reverse acquisition accounting
On 14 March 2024, EGT completed a share for share agreement for 100% of the
share capital of EGM Ltd (the 'Legal Subsidiary') for 56,308,102 Consideration
Shares at a nominal value of £0.0025, valuing the Company at £140,770.
The acquisition has been treated as a reverse acquisition and hence accounted
for in accordance with IFRS 2. Although the transaction resulted in EGM Ltd
becoming a wholly owned subsidiary of the Company, the transaction constitutes
a reverse acquisition as the previous shareholders of EGM Ltd own all of the
Ordinary Shares of the Company and the executive management of EGM Ltd
became the executive management of EGT Plc. In substance, the shareholders of
EGM Ltd acquired controlling interest in the Company and the transaction has
therefore been accounted for as a reverse acquisition. The reverse acquisition
falls under IFRS 2 rather than IFRS 3 as the activities of EGT plc (the 'Legal
Parent') did not constitute a business.
The following table summarises the consideration paid for the Legal Parent
through the reverse acquisition and the amounts of the assets acquired and
liabilities assumed on the acquisition date. The financial comparatives relate
to Legal Subsidiary rather than the Legal Parent as the consolidated financial
statements represent a continuation of the financial statements of the Legal
Subsidiary.
Consideration at 14 March 2024 GBP£
Equity instruments in issue (56,308,102 ordinary shares at £0.0025) 140,770
Total consideration 140,770
Recognise amounts of identifiable assets acquired and liabilities assumed GBP£
Intangible assets 1,601,168
PPE 855
Trade & other receivables 23,590
VAT recoverable 78,798
Cash & cash equivalents 198,461
Trade & other payables (404,979)
Convertible debenture securities (2,043,300)
FX reserve 14,496
Retained losses 976,763
Total identified net assets 445,851
In a reverse acquisition, the acquisition date fair value of the consideration
transferred by the Legal Subsidiary is based on the number of equity
instruments that the Legal Subsidiary would have had to issue to the owners of
the Legal Parent to give the owners of the Legal Parent the same percentage of
equity interests that results from the reverse acquisition. However, in the
absence of a reliable valuation of the Legal Subsidiary, the cost of the
reverse acquisition was calculated using the fair value of all the
pre-acquisition issued equity instruments of the Legal Parent as at the date
of the acquisition. The fair value was based on the nominal price of the Legal
Parent shares immediately prior to the acquisition being £0.0025 per share.
The fair values of the recognised amounts of identifiable assets acquired and
liabilities assumed equate to their carrying values as stated above without
restatement to fair value.
The Legal Parent did not contribute any revenue to the Group prior to the
reverse acquisition.
The following table summarises the movements in the Reverse Acquisition
Reserve for the period.
Reverse acquisition reserve GBP£
Opening balance -
Investment in legal subsidiary - EGM Ltd (140,770)
Elimination of legal subsidiary share capital and share premium 445,851
Closing balance 305,081
11. Capital commitments
The Group had no capital commitments at 30 June 2024 or at 31 December 2023.
The projects are all held under exploration licences, which are due for
renewal in the upcoming years. These renewals will incur associated renewal
fees. There are various specific costs relating to the continuance of business
activities including staffing and consultancy costs, office costs and various
sundry items including warehousing commitments for equipment and core storage.
No provision has been made in the financial statements for these amounts as
the expenditure items are expected to be incurred in the normal course of
business operations. Furthermore, whilst maintaining the current portfolio of
exploration interests is the intent of the Group, should activities be ceased
in any project, aside from modest exit costs, the costs of that project would
cease.
12. Related Party disclosures
Raglan Professional Services Limited, a company controlled by Cathal Friel,
non-executive director, invoiced the company for commission earned on fund
raising activities of €161,180 (H1 2023: Nil) and for consultancy services
of €55,559 (H1 2023: Nil).
Mitaks Investment & Management AB, a company controlled by Daniel
Akselson, non-executive director, invoiced the company for consultancy
services and related expenses of £25,000 (H1 2023: Nil).
13. Post balance sheet events
The following events have taken place since the period end:
· Commenced a c.1500m drilling programme at Olserum, Sweden in August
2024, with drilling completed in September 2024. Assay results are expected
later in Q4 2024.
14. Ultimate controlling party
At 30 June 2024 there was no one ultimate controlling party of the EGT group.
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