REG - European Green Trns. - Results for the year ended 31 December 2024
04/06/2025 07:00
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RNS Number : 3043L European Green Transition PLC 04 June 2025
4 June 2025
European Green Transition plc
("European Green Transition", "EGT" or "the Company")
Results for the year ended 31 December 2024
European Green Transition (AIM: EGT), a company which aims to capitalise on
the opportunities created by the green energy transition in Europe, announces
it audited results for the year ended 31 December 2024.
FY 2024 Highlights
· Successful listing on the London Stock Exchange AIM in April
2024, raising gross proceeds of £6.46 million.
· Key milestone reached in preparing the Olserum Rare Earth Element
("REE") project for sale or partnership with the successful completion of a
1,500m drill programme, confirming the district scale potential for REEs at
the project.
· REE mineralisation was evident in every hole at the Olserum REE
project with results, as announced in December 2024, including highlights:
o Hole OLS24-07 at Djupedal intersected 2.45m grading 2.71% Total Rare Earth
Oxides ("TREO") (33.4% Heavy Rare Earth Oxides ("HREO")) from 40.0m to 42.45m
within a broad mineralised zone averaging 22.5m grading 0.58% TREO.
o Hole OLS24-11, at Olserum West, intersected 8.2m grading 0.94% TREO (22%
HREO) from 44.55m to 52.75m including 3.2m grading 1.57 % TREO.
o Hole OLS24-13, also at Olserum West, intersected the highest-grade drill
core assay to date of 0.5m grading 8.83% TREO (16.1% HREO).
· 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.
· 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. Discussions
ongoing with large local landowners and regulatory bodies to assess the
near-term revenue potential of the project.
· Robust cash position of £3.7m as at 31 December 2024 with EGT
well positioned to execute its strategy of acquiring distressed, revenue
generating businesses in the green economy with its existing cash resources.
Post Period Updates
· Secured four-year licence extension to June 2029 for the Olserum
REE project, a key step in the process to monetise the project through sale
or partnership to a third party.
· Secured three-year licence extension to 2028 for the Pajala
copper-graphite project in northern Sweden.
· Secured a six-month extension to the option agreement on the
Altan Carbon Credit project in Ireland at no additional cost to continue
positive ongoing discussions with key stakeholders with a view to generating
near-term revenue from the generation of carbon and biodiversity credits.
· The Board has elected to allow its option over the Cyprus Copper
Tailings Recycling project to lapse, enabling the Company to focus on other
acquisition opportunities that more closely align with its strategy of
generating revenue in the near-term.
Outlook for 2025 and Board Changes
From the conclusion of the 2025 Annual General Meeting ("AGM"), the Company's
co-founder, largest shareholder and Non-Executive Chairman, Cathal Friel, will
assume the role of Executive Chairman. This transition will enable Mr Friel to
lead EGT's M&A strategy, which is focused on acquiring and transforming
distressed, revenue generating businesses. This appointment also follows
Cathal's decision to step down from his role as Non-Executive Chairman of
hVIVO plc effective from 5 June 2025, a position he has held for eight years.
Following the successful completion of the Olserum REE drill programme in
2024, and in recognition of the Company's strategy to transition away from its
mining assets and focus on acquiring revenue generating businesses in the
green economy, the Board has decided that a different set of skills and
expertise will be required to execute EGT's M&A strategy going forward.
The Board and Aiden Lavelle have mutually agreed that Mr Lavelle will step
down from his role as Chief Executive Officer, and he will not seek
re-election as a Director at the forthcoming AGM, and his employment will
conclude on 30 June 2025.
As announced on 14 April 2025, Daniel Akselson changed roles from
Non-Executive Chairman to Non-Executive Director. Daniel remains the head of
the Audit Committee and will continue to support EGT's strategy to monetise
the Olserum REE and Pajala copper projects.
Having entered 2025 in a strong cash position, the Board believes EGT remains
well positioned to execute on its M&A focused strategy with a number of
discussions ongoing with distressed revenue generating businesses which the
Company hopes to complete and which the Directors believe could be the optimal
route to generate value for shareholders.
Cathal Friel, Co-founder and Non-Executive Chairman, commented:
"2024 was a foundational year for the business, during which we achieved many
significant milestones including EGT's IPO on the London Stock Exchange, and
the successful execution of our low-cost drill programme at the Olserum REE
project in Sweden. The work performed at the Olserum REE project has proved
the district scale potential for REEs at Olserum and will support the
potential sale or partnership of the project.
The current geopolitical environment, specifically the tensions between
Trump's new US administration and China, has led to China barring the export
of certain rare earths. The importance of rare earths to the global economy is
highlighted by President Trump's mineral rights deal in Ukraine where he is
attempting to secure future access rights to Ukraine's rare earth assets. The
Ukraine deal and China's rare earth export bans have resulted in a
substantial increase in interest in our Olserum REE project in Sweden. The
urgent need for the establishment of a stable supply of REEs in Europe is
clearly evident and EGT's Olserum REE project, which has been designated as a
project of National Interest in Sweden, has the potential to be of critical
strategic importance for Europe's REE supply security.
I am delighted to be assuming the role of Executive Chairman. As co-founder
and largest shareholder of EGT, my interests are clearly aligned with our
shareholders and I am confident that we can deliver on our M&A strategy in
the near future as EGT's focus moves away from mining towards acquiring
distressed revenue generating businesses in the green economy. On behalf of
the Board, I would also like to thank Aiden Lavelle for his contribution over
the last year and his commitment to the Olserum REE project.
"As we look towards the rest of 2025 and beyond, we retain a strong cash
position and remain highly focused on executing on our M&A strategy in the
near term by acquiring distressed revenue generating businesses at attractive
valuations. We are in discussions with a number of companies as we look to
complete a potential deal that could create value for our shareholders as we
aim to replicate the previous successes I have had on AIM, notably hVIVO plc
(formerly Open Orphan plc) and Amryt Pharma plc."
Enquiries
European Green Transition plc
Cathal Friel, Chairman +44 (0) 208 058 6129
Jack Kelly, CFO
Panmure Liberum - Nominated Adviser and Broker
James Sinclair-Ford + 44 (0) 20 7886 2500
Mark Murphy / 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 (quoted on the AIM market of the London Stock
Exchange under the ticker "EGT") is a business operating in the green
transition space in Europe. EGT intends to capitalise on the opportunities
created by Europe's transition to a green, renewables-focused economy and
plans to expand its existing portfolio of green economy assets through
M&A, targeting revenue generating businesses that support the green
transition.
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) .
Chairman's Statement For the year ended 31 December 2024
Introduction
I am pleased to present the 2024 Annual Results for European Green Transition
plc (EGT), my first set of results as Non-Executive Chairman of the Company.
As previously announced, I was delighted to have been appointed Non-Executive
Chairman of EGT in April 2025 and as of EGT's Annual General Meeting in June
2025, I will assume the role of Executive Chairman. As co-founder and the
largest shareholder of EGT, my interests are clearly aligned with our
shareholders, and I am confident that we can deliver on our M&A focused
strategy to acquire revenue generating businesses and create significant value
for shareholders.
I am very excited for the future of EGT. I see huge near term opportunities to
acquire and turnaround a number of distressed businesses through our M&A
focused model. EGT has moved its focus away from mining and is now directing
its resources towards acquiring revenue generating businesses at attractive
valuations and I am confident that we can replicate the previous successes I
have had on AIM, notably with hVIVO plc (formerly Open Orphan plc) and Amryt
Pharma plc, by acquiring distressed businesses, implementing significant
operational changes and generating significant value for shareholders.
I look forward to working more closely with the strong team we have
established so far at EGT and to help the Company capitalise on the many
exciting opportunities that would transform EGT into a profitable, cash
generative business and deliver returns to our shareholders.
2024 Overview
In April 2024, we successfully completed our IPO, raising gross proceeds of
£6.46 million and gaining admission to trading on the AIM market of the
London Stock Exchange.
Following our IPO, we made considerable progress on the Olserum Rare Earth
Element ("REE") project in Sweden with a successful 1,500m drill programme
which proved the district scale potential for REEs at the Olserum project.
The current geopolitical uncertainty has highlighted the urgent requirement
for Europe to establish a secure supply of REEs to support European industry
and the Olserum REE project has the potential to be a critical supplier of
REEs to Europe in the near future. As we outlined at IPO, EGT's intention is
not to develop its existing exploration mining assets through to production.
Our focus is to monetise these assets, particularly the Olserum REE project,
and we believe the Olserum REE project is now well positioned for sale or
partnership with a large, established mining company who can support its
future development while generating an attractive return for EGT shareholders.
These discussions are ongoing, and the Company's focus and resources have now
been directed to a number of exciting acquisition opportunities across Europe,
with a particular focus on capitalising on revenue generating businesses which
support the transition to a greener and more sustainable world.
Furthermore, during 2024 we entered into two exclusive option agreements on
projects with near-term revenue potential: the Altan Carbon Credit project in
Ireland and the Cyprus Copper Tailings Recycling project. Further details on
both projects are outlined below.
Strategy Targeting Revenue Generating Businesses
We are making considerable progress implementing our strategy to acquire
revenue generating businesses, with several advanced and ongoing discussions
currently underway.
The current market volatility created by the ongoing geopolitical uncertainty
presents significant funding challenges for a number of green focused
businesses. This, together with the increase in interest rates over the last
couple of years has created a number of exciting, distressed opportunities
that fit EGT's acquisition criteria and that we believe we can realise value
from.
Our management team have a demonstrated track record of successfully
leveraging the public markets to restructure distressed businesses and we
believe we can replicate this approach with EGT. As such, our resources are
now fully focused on acquiring businesses with a strong revenue profile that
are currently profitable or have near term visibility to profitability.
EGT is in a strong position to implement this strategy and is well capitalised
with £3.7m cash as at 31 December 2024 and no debt.
We believe our refined strategy represents the most effective approach to
maximising shareholder returns in the current market environment. We look
forward to keeping our shareholders informed as required as these deal
discussions evolve in the coming months.
Olserum Rare Earth Project
International focus on REEs has grown in recent months, driven by their
critical role in global supply chains, particularly in the production of
permanent magnets essential to the renewable and defence sectors. China
currently dominates the global supply, processing and refining of REEs, and
with geopolitical tensions rising globally, there is a pressing need to
establish a secure and resilient REE supply within Europe. With no active REE
mines currently operating in Europe, we believe the Olserum REE project holds
significant value and could be of critical strategic importance for Europe's
REE supply security in the years ahead.
During the summer of 2024, we completed a low-cost drill programme at our
Olserum REE project in Sweden, completing 13 holes for c.1,500 metres of
diamond core drilling. The programme was completed ahead of schedule and below
budget, adhering to our commitment to spend less than 10% of IPO funds raised
on our exploration assets.
The results of the programme were positive, confirming the district scale REE
potential of the project while also significantly de-risking the project for
an incoming acquiror. The results of the programme were announced in December
2024 indicating that REE mineralisation was evident in every hole and some
encouraging intersections including:
• Hole OLS24-07 at Djupedal intersected 2.45m grading 2.71% TREO (33.4%
HREO) from 40.0m to 42.45m within a broad mineralised zone averaging 22.5m
grading 0.58% TREO.
• Hole OLS24-11, at Olserum West, intersected 8.2m grading 0.94% TREO (22%
HREO) from 44.55m to 52.75m including 3.2m grading 1.57 % TREO.
• Hole OLS24-13, also at Olserum West, intersected the highest-grade drill
core assay to date of 0.5m grading 8.83% TREO (16.1% HREO).
Furthermore, new preliminary metallurgical studies were undertaken in 2024.
Crucially, these studies confirmed that the mineralisation style at Olserum
can produce a high-grade REE concentrate from simple magnetic separation
followed by standard flotation. The concentrate can be further upgraded with
high-intensity magnetic separation to separate the apatite from the monazite
and xenotime leaving a concentrate with between 30-40.11% TREO in the tests
conducted. The REE minerals recovered are monazite and xenotime, both
phosphate minerals which are processed commercially at other sites globally. A
well understood processing methodology is critical for incoming acquirers,
avoiding the requirement for bespoke processing infrastructure.
In May 2025, we announced that the Olserum REE licence was extended for a
further four-years, to June 2029. This extension could be critical for any
incoming acquiror or partner of the Olserum REE project and further
strengthens the Company's position in discussions going forward.
The work performed in 2024 has been fundamental to our strategy to monetise
the Olserum REE project with a third party through sale or partnership. We are
confident that the positive drill results, the strong metallurgical results,
extending the licence for a further four-years and the encouraging local
stakeholder and community engagement will facilitate this and generate an
attractive return for our shareholders, as we look to prioritise other
projects with immediate and scalable revenue potential.
Pajala Copper-Graphite Project
The Pajala project, located in northern Sweden, has excellent copper potential
in addition to the high-grade graphite with potential for several million
tonnes evident from historic work and new drill targets. The licence was
formerly held by Anglo American with several widely spaced Anglo American
drillholes intersecting copper at Liviovaara including the last hole 01Liv009
e.g. 10.75m @ 0.5% Cu and 310ppm Co along with other intersections in the same
hole.
Similar to our approach for the Olserum REE project, we are confident of
realising value for shareholders from this project through sale or
partnership. This process was supported by extending the licences by three
years to March 2028 given the work conducted by EGT pre-IPO.
The strength and resilience of copper prices has continued to make the project
attractive to third parties as copper remains a critical component for the
electrification of the global economy.
Altan Carbon Credit Project
In May 2024, we entered into an exclusive option agreement to investigate the
potential to develop a carbon credit project at the 1,370-acre Altan farm in
Donegal in the northwest of Ireland. The project aims to establish a
consistent revenue stream by generating carbon and biodiversity credits
through a pilot peatland rehabilitation project and, subsequently selling
these credits to a range of corporate players who are looking to invest in
Irish nature-based restoration projects to support their net zero targets.
The Irish Peatland Standard was launched in early 2025. This brings together
stakeholders from government, semistate bodies, and local communities to
direct capital to restoration projects by producing and facilitating the sale
of verified nature certificates such as carbon credits. In order to maintain
our capital efficient approach, we are seeking to position Altan as a
potential pilot programme for the Irish Peatland Standard as we look to be one
of the first movers in Ireland in the generation of these credits.
Furthermore, we are actively engaging with key stakeholders including large
landowners near our project in Donegal with the view to significantly scaling
the size of the project and the quantity of credits that can be generated. To
facilitate the continued progress of the project, we have extended our option
agreement by a further 6 months, to the end of November 2025, at no further
cost to the Company.
Cyprus Copper Tailings Recycling Project
In April 2024, we entered into an exclusive option agreement to commence due
diligence on, and potentially acquire, the Cyprus Copper Tailings Recycling
project at the historic Limni mine in north-west Cyprus. Despite the initial
diligence on the project proving to be positive, due to our strategic focus,
we have now decided to let the option agreement lapse as we focus on other
acquisition opportunities in our pipeline that better fit our strategy and can
generate a better near term return on capital for our shareholders.
Leadership
As outlined above, I will assume the role of Executive Chairman of EGT at the
AGM later this month. This appointment follows my decision to step down from
the Board of hVIVO plc after 8 years as Chairman effective from the 5th of
June 2025, I am very excited by the opportunities ahead for EGT and the
potential to replicate the successful formula we used with hVIVO plc, whereby
we identified two distressed loss-making businesses and transformed them into
the world leader in the testing of vaccines and antivirals using human
challenge trials.
As announced on the 14th April 2025, Daniel Akselson has changed roles from
Non-Executive Chairman to Non-Executive Director and will continue to manage
our Swedish assets and key stakeholder relationships. Daniel continues to
chair our Audit Committee, and I look forward to continuing to work closely
with him.
Following the completion of the Olserum REE drill programme in 2024 and in
recognition of the Company's strategy to transition away from its mining
assets and focus EGT's resources on acquiring revenue generating businesses, a
different set of skills and expertise will be required to execute EGT's
revenue focused strategy going forward. The Board and Aiden Lavelle have
mutually agreed that Aiden will step down from his role as Chief Executive
Officer and Executive Director from today and will remain with the Company
until 30 June 2025. As such, Aiden will not seek re-election at the 2025
Annual General Meeting.
On behalf of the Board and EGT management team, I would like to thank Aiden
for his contribution over the last year and commitment to the Olserum REE
project. Aiden will continue to support the Company as we progress discussions
to monetise the Olserum REE project through a sale or partnership with third
parties.
Outlook
Looking ahead to the remainder of 2025 and beyond, we retain a strong cash
position and are excited by the Company's potential to execute on our M&A
focused strategy and generate value for shareholders.
Against a supportive market backdrop for REEs, we are confident that the
results of the Olserum REE drill programme will support the monetisation of
the project. We are also optimistic that we can monetise the Pajala copper
project in Sweden, which has potential to deliver value to shareholders.
I would like to thank our shareholders for their continued support, and I look
forward to reporting on our progress throughout 2025.
Cathal Friel
Non-Executive Chairman
3 June 2025
Financial Statements
Consolidated Statement of Comprehensive Income
For the year ended 31 December 2024
Year to 31 December Year to 31 December
2024 2023
GBP£ GBP£
Notes
Revenue
Administrative costs (1,809,225) (573,524)
4 (386,094) (91,425)
Exceptional items
5
Operating loss (2,195,319) (664,949)
Net finance income/(costs) 55,289 (43,932)
10
(Loss) before income tax (2,140,030) (708,881)
Income tax
(charge) 11
(Loss) for the year (2,140,030) (708,881)
Other comprehensive income
Currency translation differences 10,376 1,543
Total comprehensive (loss) for the year (2,129,654) (707,338)
Earnings per share from operations attributable to shareholders during the
year:
Basic and diluted (loss) per ordinary share
(£0.0195)
(£0.0054)
From
operations 12
All activities relate to continuing operations.
Consolidated and Company's Statement of Financial Position
As at 31 December 2024
Group 2024 GBP£ Group 2023 GBP£ Company Company
2024 2023
Notes GBP£ GBP£
Assets
Non-current assets
Intangible assets 14 1,986,713 1,571,338
Property, plant and equipment 13 2,505 850
Investments in subsidiaries 15 140,769
Total non-current assets 1,989,218 1,572,188 140,769
Current assets
Trade and other receivables 17 43,204 1,296 3,631,286
VAT recoverable 39,091 31,548 77,304
Cash and cash equivalents 18 3,661,001 87,969 3,075,781
Total current assets 3,743,296 120,813 6,784,371
Total assets 5,732,514 1,693,001 6,925,140
Equity attributable to owners
Share capital 22 361,552 116,672 361,552
Share premium account 22 7,720,127 291,015 7,720,127
Reverse acquisition reserve 23 305,081
Share option reserve 24 24,483 24,483
Foreign currency reserves 22 13,113 2,737
Retained earnings 22 (2,983,771) (843,741) (1,321,188)
Total equity 5,440,585 (433,317) 6,784,974
Liabilities
Current liabilities
Trade and other payables 19 291,929 338,018 140,166
Convertible debt securities 21 - 1,788,300
Total current liabilities 291,929 2,126,318 140,166
Non-current liabilities
Convertible debt securities 21
Total non-current liabilities
Total liabilities 291,929 2,126,318 140,166
Total equity and liabilities 5,732,514 1,693,001 6,925,140
The Company has elected to take the exemption under section 408 of the
Companies Act 2006 not to present the parent Company income statement account.
The loss for the Parent Company for the year was £1,321,188 (2023: n/a).
Consolidated Statement of Changes in Shareholders' Equity
For the year ended 31 December 2024
Share Capital Share Premium Share Reverse Foreign currency
Option Reserve Acquisition Reserve Reserve Retained Earnings
Total
GBP£ GBP£ GBP£ GBP£ GBP£ GBP£ GBP£
At 1 January 2023 64,250 133,750 1,194 (134,860) 64,334
Changes in equity for the
year ended 31 Dec 2023
(Loss) for the year (708,881) (708,881)
Currency differences 1,543 1,543
Total comprehensive (loss)
for the year 1,543 (708,881) (707,338)
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 Dec 2023 116,672 291,015 2,737 (843,741) (433,317)
Changes in equity for the
year ended 31 Dec 2024
(Loss) for the year - (2,140,030) (2,140,030)
Currency differences 10,376 10,376
Total comprehensive (loss)
for the year 10,376 (2,140,030) (2,129,654)
Transactions with the
owners
Shares issued 244,880 7,429,112 - 7,673,992
Share based payment reserve 24,483 24,483
Reverse Acquisition 305,081 305,081
Total contributions by and -
distributions to owners 244,880 7,429,112 24,483 305,081 8,003,556
At 31 Dec 2024 361,552 7,720,127 24,483 305,081 13,113 (2,983,771) 5,440,585
See Note 22 for definition of the reserves above.
Company Statement of Changes in Shareholders' Equity
For the year ended 31 December 2024
Share Option Reserve GBP£
Share Capital GBP£ Share Retained Earnings
Premium GBP£ Total GBP£
GBP£
At 1 January 2023 - - - - -
Changes in equity for the year ended 31 Dec 2023
(Loss) for the year - - - - -
Total comprehensive (loss) for the year - - - - -
Transactions with the owners
Shares issued - - - - -
Total contributions by and distributions to owners
- - - - -
At 31 Dec 2023 - - - - -
Changes in equity for the year ended 31 Dec
2024
(Loss) for the year - - - (1,321,188) (1,321,188)
Total comprehensive (loss) for the year - - - (1,321,188) (1,321,188)
Transactions with the owners
Shares issued for EGM shares 140,769 - - 140,769
Shares issued on IPO 220,783 7,720,127 - - 7,940,910
Share based payment reserve - - 24,483 - 24,483
Total contributions by and distributions to owners
361,552 7,720,127 24,483 - 8,106,162
At 31 Dec 2024 361,552 7,720,127 24,483 (1,321,188) 6,784,974
See Note 22 for definition of the reserves above.
Consolidated and Company's Statement of Cash Flows
For the year ended 31 December 2024
Restated Group 2023 GBP£
Group 2024 GBP£ Company Company
2024 2023
Notes GBP£ GBP£
Cash Flow from operating activities Continuing operations
Cash (used) in operations
25 (1,616,588) (427,759) (765,293)
Net cash (used) in operating activities (1,616,588) (427,759) (765,293)
Cash flow from investing activities
Cash acquired in new subsidiaries 198,461
Funding of subsidiaries 15 - (1,675,661)
Purchase of new project options 4 (233,927) (233,927)
Purchase of property, plant and equipment 13 (2,275) (850)
Purchase of intangible assets 14 (415,375) (345,811)
Net cash used in investing activities (651,577) (346,661) (1,711,127)
Cash flow from financing activities
Proceeds from issuance of ordinary shares 22 6,500,253 207,687 6,462,089
Costs of IP0 (950,574) (47,310) (950,574)
Proceeds from convertible debt securities 21 255,000 84,601
Interest Received /(paid) 10 26,142 (43,553) 40,686
Net cash generated by financing activities 5,830,821 201,425 5,552,201
Net increase in cash and cash equivalents 3,562,656 (572,994) 3,075,781
Cash and cash equivalents at beginning of year 18 87,969 659,420
FX translation 10,376 1,543
Cash and cash equivalents at end of year 3,661,001 87,969 3,075,781
Notes to the Financial Statements
For the year ended 31 December 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.
2. Accounting policies
Basis of preparation
Compliance with applicable law and UK-adopted IAS
The consolidated Financial Statements comprise those of the Company and its
subsidiaries (together the "Group"). The consolidated Financial Statements of
the Group and the individual Financial Statements of the Company have been
prepared in accordance with UK-adopted international accounting standards
("UK-adopted IAS") as they apply to the Group for the period ended 31 December
2024 and with the requirements of the Companies Act 2006. The Financial
Statements are prepared on the historical cost basis.
Principal accounting policies
The principal accounting policies are summarised below. They have been
consistently applied throughout the year covered by the Financial Statements.
Consolidation
The consolidated Financial Statements comprise the Financial Statements of the
Company and its subsidiaries as at and for the year ended 31 December 2024.
Subsidiaries are entities controlled by the Group. Where the Group has control
over an investee, it is classified as a subsidiary. The Group controls an
investee if all three of the following elements are present: power over an
investee, exposure to variable returns from the investee, and the ability of
the investor to use its power to affect those variable returns. Control is
reassessed whenever facts and circumstances indicate that there may be a
change in any of these elements of control. Subsidiaries are fully
consolidated from the date that control commences until the date that control
ceases. Accounting policies of subsidiaries have been changed where necessary
to ensure consistency with the policies adopted by the Group. Intergroup
balances and any unrealised gains or losses or income or expenses arising from
intergroup transactions are eliminated in preparing the consolidated Financial
Statements.
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.
Comparative period
The comparative period is for the year ended 31 December 2023.
Going concern
Management believe that it is appropriate to prepare these consolidated
Financial Statements on the going concern basis. In making that assessment,
management are required to consider whether the Group can continue in
operational existence for the foreseeable future, being a period of not less
than twelve months from the date of the approval of the consolidated Financial
Statements. In reaching the going concern conclusion, the cash and cash
equivalents of £3,661,001 as at 31 December 2024 and Group's forecasts and
projections over the foreseeable future, along with sensitivity analysis
performed on the projected cashflows taking into account reasonable changes in
market conditions, were considered. The Group, therefore, continues to adopt
the going concern basis in preparing the consolidated Financial Statements.
Further information is provided on page 15 of the Group Directors' Report.
Presentation of balances
The consolidated Financial Statements are presented in Pounds Sterling ("£")
which is the functional and presentational currency of both the Company and
its subsidiary European Green Metals Ltd. The functional currency of the
subsidiaries European Green Metals (Ireland) Limited and Rockfleet Minerals
Ltd is the Euro ("€"). The functional currency of the subsidiaries European
Mineral Exploration AB and Olree AB is the Swedish Kroner ("SEK").
The following table discloses the major exchange rates of those currencies
utilised by the Group:
Average rate Average rate Year end rate Year end
2024 2023 2024 rate
2023
Rate compared to GBP£
Euro(€) 1.18 1.16 1.21 1.15
Swedish Kroner (SEK) 13.57 13.05 13.84 12.85
Changes in accounting policies and disclosures
Except where disclosed otherwise in this note, the accounting policies adopted
in the preparation of the consolidated Financial Statements are consistent
with those applied when preparing the consolidated Financial Statements for
the year ended 31 December 2023.
New accounting standards, amendments and interpretations adopted by the Group
The following new standards and amendments to existing standards became
effective in January 2024 and have been adopted in the consolidated Financial
Statements for the first time during the year ended 31 December 2024.
These have been assessed as having no financial or disclosure impact on these
consolidated Financial Statements.
Effective for accounting periods beginning on or after
Date issued
Amendments to IAS 1 Presentation of Financial Statements October 2022 1 January 2024
- Clarification of the conditions required to be met in order to classify
liabilities, notably debt with covenant, as either current or non-current.
Amendments to IFRS 16 Leases September 2022 1 January 2024
- Specifies the requirements that a seller-lessee uses in measuring the lease
liability arising in a sale and leaseback transaction.
New standards, amendments and interpretations not yet adopted by the Group
The following standards, amendments and interpretations were in issue but were
not yet effective at the balance sheet date. These have not yet been endorsed
by the UK Endorsement Board. These standards have not been applied when
preparing the consolidated Financial Statements for the year ended 31 December
2024.
It is not anticipated that the application of the below will have a
significant financial or disclosure impact in future years.
Effective for accounting periods beginning on or after
Date issued
Amendments to IAS 21 The Effects of Changes in Foreign August 2023 1 January 2025
Exchange Rates
- Provides guidance to specify when a currency is exchangeable
and how to determine the exchange rate when it is not.
Amendments to IFRS 9 Financial Instruments and IFRS 7 May 2024 1 January 2026
Financial Instruments: Disclosures
- Clarifies the classification and measurement of financial
instruments.
IFRS 18 Presentation and Disclosures in Financial Statements April 2024 1 January 2027
- Specifies the requirements for presentation and disclosure of
information in Financial Statements for all entities applying IFRS.
IFRS 19 Subsidiaries without Public Accountability May 2024 1 January 2027
- Sets out the disclosure requirements an eligible entity is
permitted to apply instead of the disclosure requirements in
other IFRS Accounting Standards.
Critical accounting judgements and key sources of estimation uncertainty
The preparation of Financial Statements in conformity with UK-adopted IAS
requires management to make estimates and judgements that affect the reported
amounts of assets and liabilities as well as the disclosure of contingent
assets and liabilities at the period end and the reported amounts of revenues
and expenses during the reporting period. Estimates and judgements are
continually evaluated and are based on historical experience and other
factors, including expectations of future events that are believed to be
reasonable under the circumstances.
The Group's accounting policy descriptions set out the areas that involve
significant estimation, uncertainty and critical judgement. The most
significant of which are:
(a) Carrying value of intangible exploration and evaluation assets - Note 14
The capitalisation of exploration costs relating to the exploration and
evaluation phase requires management to make judgements as to the future
events and circumstances of a project, especially in relation to whether an
economically viable extraction operation can be established. In making such
judgements, the Directors take comfort from the findings from exploration
activities undertaken, the fact the Group intends to continue these activities
and that the Company expects to be able to bring in a partner to support
future development of the project.
At each reporting date, management make a judgment as to whether circumstances
have changed following the initial capitalisation and whether there are
indicators of impairment. If there are such indicators, an impairment review
will be performed which could result in the relevant capitalised amount being
written off to the income statement. The Directors assess the impairment
indicators as presented within IFRS 6 Exploration for and Evaluation of
Mineral Resources.
In the current year an impairment charge of £nil (2023: £44,115) was made to
Intangibles Assets and charged to the Consolidated Statement of Comprehensive
Income, see Note 14.
(b) Investment in subsidiaries and recoverability of intercompany receivables
- Note 15 and 17
In addition, the Company has also considered its investment in subsidiaries
and loans to subsidiaries. In the current year and at this stage of the
Company's development, the Company sees no requirement for impairment of its
investment in or loans to its subsidiaries, given the early stage nature of
the underlying exploration assets, the fact we have only just completed our
first drill programme and we have recently renewed our exploration licences.
Employee benefits
All employee benefit costs, notably bonuses and contributions to personal
pension plans are charged to the Consolidated Statement of Comprehensive
Income on an accruals basis.
Financial instruments
Financial instruments are classified on initial recognition as financial
assets, financial liabilities or equity instruments in accordance with the
substance of the contractual arrangement. Financial instruments are initially
recognised when the Company becomes party to the contractual provisions of the
instrument. Financial assets are de-recognised when the contractual rights to
the cash flows from the financial asset expire or when the contractual rights
to those assets are transferred. Financial liabilities are de-recognised when
the obligation specified in the contract is discharged, cancelled or expired.
Financial assets
Cash and cash equivalents
Cash and cash equivalents comprise bank current account balances and
short-term deposits with a maturity of three months or less. Amounts are
readily convertible to a known amount of cash and are subject to an
insignificant risk of change in value.
Trade and other receivables
Trade and other receivables have fixed or determinable payments that are not
quoted in an active market, are measured at initial recognition at fair value,
and are subsequently measured at amortised costs using the effective interest
method less impairment. Trade and other receivables are reduced by appropriate
allowances for estimated irrecoverable amounts. Interest income is recognised
by applying the effective interest rate, except for short-term receivables
when the recognition of interest would be immaterial.
Impairment of financial assets
At each statement of financial position date, financial assets are assessed
for indicators of impairment. Financial assets are impaired if indications
exist that events have occurred after the initial recognition of the financial
asset that estimated future cash flows have been impacted. If any such
indication exists, the recoverable amount of the asset is estimated in order
to determine the extent of the impairment loss. Where the asset does not
generate cash flows that are independent from other assets, the Company
estimates the recoverable amount of the cash-generating unit to which the
asset belongs. Any impairment loss arising from the review is charged to the
statement of comprehensive income whenever the carrying amount of the asset
exceeds its recoverable amount.
IFRS 9 requires the Company to make an assessment of expected credit losses
relating to loans to subsidiary companies. An expected credit loss model has
been used which takes into account the probability of default, the exposure at
default and the loss given default at the year end. The Company defines
default as the performance against plans, forecasts and the overall progress
towards monetisation.
The Company does not expect loans to be recalled within the next 24 months and
nor would amounts be available to repay on demand and therefore the Company
has considered this in calculating the expected credit loss. The probability
of default is considered to be low when considering the performance of the
subsidiary companies. The potential recoverable amount has been estimated
based on a probability weighted cashflow model. Cashflow assumptions include
forecast future licence payments, the amount and timing of which are
uncertain. The Company does not believe that there is a significant risk of
default and therefore has not recognised a loss provision in the current year.
Financial liabilities
Trade and other payables
Trade and other payables are initially measured at their fair value and are
subsequently measured at their amortised cost using the effective interest
rate method except for short-term payables when the recognition of interest
would be immaterial.
Foreign currency translation
The Company translates foreign currency transactions into its functional
currency, £, at the rate of exchange prevailing at the transaction date.
Monetary assets and liabilities denominated in foreign currencies are
translated into the functional currency at the rate of exchange prevailing at
the Statement of Financial Position date. Exchange differences arising are
taken to the Statement of Comprehensive Income.
Non-monetary items that are measured in terms of historical cost in a foreign
currency are translated using the exchange rates at the dates of the initial
transactions.
On consolidation, exchange differences arising from the translation of the net
investment in foreign subsidiaries (listed below) are taken to other
comprehensive income. When a foreign subsidiary is partially disposed of or
sold, exchange differences that were recorded in equity are recognised in the
income statement as part of the gain or loss on sale.
EGT and European Green Metals Limited have a functional currency of GBP£,
Rockfleet Minerals Limited and European Green Metals (Ireland) Limited have a
functional currency of Euro€ and European Mineral Exploration AB and Olree
AB have a functional currency of Swedish Krona SEK.
Intangible assets - Exploration for and Evaluation of Mineral Resources
Exploration expenditure relates to the initial search for deposits with
economic potential. Evaluation expenditure arises from a detailed assessment
of deposits that have been identified as having economic potential. The costs
of exploration assets include the cost of acquiring the right to explore.
Costs incurred in relation to evaluating the technical feasibility and
commercial viability of extracting resources are capitalised as part of
exploration and evaluation assets. Exploration costs are capitalised until
technical feasibility and commercial viability of extraction of reserves are
demonstrable. At that point, all costs which have been capitalised to date and
included in exploration and evaluation assets, are assessed for impairment.
All impairment losses are recognised immediately in the statement of
comprehensive income. If assets are not impaired, then they are reclassified
as either tangible assets or intangible assets and amortised over their useful
life.
Impairment of intangible assets - Exploration for and Evaluation of Minerals
Resources
Exploration and evaluation assets are assessed for impairment when facts and
circumstances suggest that the carrying amount may exceed its recoverable
amount. The Group reviews and tests for impairment indicators on an ongoing
basis and specifically if the following occurs:
• the period for which the group has a right to explore in the specific
area has expired during the year or will expire in the near future, and is not
expected to be renewed;
• substantive expenditure on further exploration for and evaluation of
mineral resources in the specific area is neither budgeted nor planned;
• exploration for and evaluation of mineral resources in the specific area
have not led to the discovery of commercially viable quantities of mineral
resources and the Group has decided to discontinue such activities in the
specific area;
• sufficient data exists to indicate that although a development in the
specific area is likely to proceed the carrying amount of the exploration and
evaluation asset is unlikely to be recovered in full from successful
development or by sale.
Where an impairment indicator is met, the Group performs a full impairment
assessment under IAS 36.
Investment in subsidiaries
Investments in subsidiaries are stated at cost less impairment. Investment
in subsidiaries are subject to annual impairment review, with any impairment
charge being recognised in the Statement of Comprehensive Income. The Group
determines whether an investment is a business combination by applying the
definition in IFRS 3, which requires that the assets acquired and liabilities
assumed constitute a business. If the assets acquired are not a business, the
Group accounts for the transaction as an asset acquisition. Frequently, the
acquisition of mining exploration assets is effected through a non-operating
corporate structure. As these structures do not represent a business, it is
considered that the transaction does not meet the definition of a business
combination. Accordingly, the transaction is accounted for as the acquisition
of an asset. The net assets acquired are recognised at cost. When IFRS 3
guidance is applied to the acquisition of Rockfleet Minerals Limited, European
Mineral Exploration AB and Olree AB the indicators point to the acquisition
being that of assets (primarily mining exploration permits) as opposed to an
acquisition of a business. After reviewing the characteristics of the
acquisition, the Group has determined that the appropriate accounting
treatment of these acquisitions is as asset acquisition.
Impairment of investment in subsidiaries
At each Statement of Financial Position date, the Company reviews the carrying
amounts of its investment in subsidiaries to determine whether there is any
indication that those assets have suffered an impairment loss. If any such
indication exists, the recoverable amount of the asset is estimated in order
to determine the extent of the impairment loss. Any impairment loss arising
from the review is charged to the Statement of Comprehensive Income whenever
the carrying amount of the asset exceeds its recoverable amount.
The Group assesses each asset annually to determine whether any indication of
impairment exists. Where an indicator of impairment exists, a formal estimate
of the recoverable amount is made, which is considered to be the higher of the
fair value less costs to sell and value in use. These assessments require the
use of estimates and assumptions such as discount rates, future capital
requirements, general risks affecting the green energy industry and other
risks specific to the individual asset. Fair value is determined as the amount
that would be obtained from the sale of the asset in an arm's length
transaction between knowledgeable and willing parties. Fair value is generally
determined as the present value of estimated future cash flows arising from
the continued use of the asset, using assumptions that an independent market
participant may take into account. Cash flows are discounted to their present
value using a pre-tax discount rate that reflects current market assessments
of the time value of money and the risks specific to the asset. Assets are
grouped into the smallest group that generate cash inflows are independent of
other assets.
Property, plant and equipment
Property, plant and equipment are stated at historical cost less accumulated
depreciation and any provision for impairment. Historical cost includes
expenditure that is directly attributable to the acquisition of the asset and
bringing the asset to its working condition for its intended use.
Subsequent costs are included in the asset's carrying amount or recognised
as a separate asset, as appropriate, only where it is probable that future
economic benefits associated with the asset will flow to the Group and the
cost of the asset can be measured reliably. The carrying amount of the
replaced asset is derecognised. All other repairs and maintenance are charged
to the Statement of Comprehensive Income during the financial period in which
they are incurred. Any borrowing costs associated with qualifying property,
plant and equipment are capitalised and depreciated at the rate applicable to
that asset category.
Depreciation on assets is calculated using the straight-line method to
allocate their cost to its residual value over their estimated economic useful
lives, as follows:
Computer Equipment three years
Office Equipment three years
The assets' residual values and useful economic lives are reviewed regularly,
and adjusted if appropriate, at the end of each reporting period.
An asset's carrying value is written down immediately to its recoverable
amount if the asset's carrying amount is greater than its estimated
recoverable amount.
Gains and losses on the disposal of assets are determined by comparing the
proceeds with the carrying amount and are recognised in Administration
expenses in the Statement of Comprehensive Income.
Taxes
Tax comprises current and deferred tax. Current tax is the expected tax
payable on the taxable income for the period, using tax rates enacted or
substantially enacted at the reporting date. Deferred tax assets or
liabilities are recognised where the carrying value of an asset or liability
in the Statement of Financial Position differs to its tax base and is
accounted for using the statement of financial position liability method.
Recognition of deferred tax assets is restricted to those instances where it
is probable that taxable profit will be available against which the difference
can be utilised. There is no deferred tax asset recognised for the Group or
Company as the Company is still pre-revenue, and thus not considered probable
that future trading profits would be generated in which this asset could be
offset.
Share capital
Ordinary Shares are classified as equity. Proceeds in excess of the nominal
value of shares issued are allocated to the share premium account and are also
classified as equity. Incremental costs directly attributable to the issue of
new Ordinary Shares or options are deducted from the share premium account.
Revenue recognition
Interest income
Interest income is accrued on a time basis, by reference to the principal
outstanding and at the effective interest rate applicable.
Exceptional items
These are items of an unusual or non-recurring nature incurred by the Group
and include transactional costs and one-off items relating to business
combinations, such as acquisition expenses, restructuring costs, IPO costs
etc.
3. Segmental information
The Board considers there to be only a single operating segment: Green Energy
projects. All areas of the business are engaged in the development of a range
of Green Energy projects. Performance information is reported as a single
business unit to the executive management team, who are responsible for
reviewing the Group's management information. The Chief Executive Officer and
Chief Financial Officer are considered to be the chief operating decision
makers.
The Group did not generate revenue during the year or prior year.
Location of non-current assets
2024 2023
£ £
Sweden 1,852,045 1,436,670
Germany 134,668 134,668
UK/Ireland 2,505 850
Total non-current assets 1,989,218 1,572,188
Non-current assets consist of intangible assets and tangible assets.
Intangible assets are classified under the location where the project is
located. Tangible assets are classified where the company holding the asset is
incorporated.
4. Administrative costs
2024 2023
£ £
Employee benefit expense (Note 8) 654,681 13,002
Professional fees, public and investor relations 514,894 201,977
Licences, options, subcontractors' fees, travel 306,891 208,717
Office, administration and general expenses 308,276 149,828
Share option charge (Note 8 & 24) 24,483
Total administrative costs 1,809,225 573,524
There were no short-term lease payments expensed during year ended 31 December
2024 (2023: £Nil).
5. Exceptional items
2024 2023
£ £
Exceptional items include:
- Impairment of Hainichen Licence 44,115
- Transaction costs relating to IPO of Company (see Note 27) 386,094 47,310
Total exceptional Loss 386,094 91,425
6. Auditor remuneration
Services provided by the Company's auditor and its associates. During the year
the Group (including its overseas subsidiaries) obtained the following
services from the Company's auditor and its associates:
2024 2023
£ £
Fees payable to Company's auditor for the audit of the Parent Company and
Consolidated Financial Statements
43,050 38,000
Fees payable to Company's auditor as Reporting Accountant for IPO of Company
(included in Note 5 exceptional costs above)
70,000 30,000
Total paid to the Company auditor 113,050 68,000
Fees payable to other auditors for services:
- Prior year and interim audit fees paid to previous auditor 6,050
- Tax services paid to other auditors 5,250 4,173
Total paid to other auditors 5,250 10,223
Total auditor's remuneration 118,300 78,223
7. Directors' emoluments
2024 2023
£ £
Aggregate emoluments 367,667
Social security costs 39,260
Contribution to defined contribution pension scheme 14,919
Share based payment charge (Note 24) 21,290
Total Directors' remuneration 443,136
See further disclosures within the Group Director's Report. There were no
emoluments paid to Directors for their services as directors during 2023.
8. Employee benefit expense (including Note 7)
2024 2023
£ £
Wages and salaries 570,978 10,738
Social security costs 56,464 1,187
Pension costs 27,239 1,077
Share based payments charge (Note 24) 24,483
Total employee benefit expense 679,164 13,002
9. Average number of people employed
2024 2023 2024 2023
Group No. Group No. Company Company
No. No.
Average number of people (including Directors) employed was:
Administration 5 3 2
Total average number of people employed 5 3 2
Monthly weighted average used in above calculation.
10. Net finance costs
2024 2023
£ £
Interest expense:
- Interest credited/(charged) on convertible debt securities* (see Note 21) 1,247 (43,945)
Finance costs 1,247 (43,945)
Finance income
- Interest income on bond held by Swedish Mining authority 111 14
- Interest on tax and other refunds 502
- Interest income on bank deposits 53,429
Finance income 54,042 14
Net finance income/(expense) 55,289 (43,932)
*All convertible debt securities converted to ordinary shares in EGT on date
of IPO 8 April 2024.
11. Income tax expense
2024 2023
Group £ £
Total current tax charge
Total deferred tax
The tax charge on the Group's results before tax differs from the theoretical
amount that would arise using the standard tax rate applicable to the loss of
the consolidated entities as follows:
2024 2023
£ £
(Loss) before tax (2,140,030) (708,881)
Tax calculated at domestic tax rates applicable to UK small profits rate of
tax of 19%
(2023 - 19%) (406,606) (134,687)
Tax effects of:
- Expenses not deductible for tax purposes (31) (173)
- Losses carried forward (406,575) (134,514)
Total tax charge
See Note 20 for details on deferred tax asset.
12. 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 year.
2024 2023
£ £
(Loss) for the year (2,140,030)
Weighted average number of Ordinary Shares in issue 109,743,447
Loss per share from operations (£0.0195)
On incorporation on 25 January 2024, 2000 shares@ £0.0005 were issued. These
shares were later converted to 400 shares@ £0.0025 when EGT acquired the EGM
Group in March 2024.
On 14 March 2024, EGT and EGM completed a share exchange agreement whereby EGT
acquired the EGM group by issuing 1 EGT share for each 1 EGM share in issue.
56,307,702 EGT shares @£0.0025/share were issued as a result.
Convertible debt securities (see Note 21) were converted to equity on
admission of EGT to AIM on the London Stock exchange on 8 April 2024.
23,691,900 EGT shares@ £0.01/share were issued as a result.
The Company issued a further 64,620,890 shares@ £0.01/share as part of a
fundraise on admission of EGT to AIM on the London Stock Exchange on 8 April
2024.
EGT adopted an Employee Performance Incentive Plan ("EPIP") for a number of
key senior management on admission of EGT to AIM on the London Stock Exchange
on 8 April 2024. Due to the losses in the year, the effect of the share
options noted in Note 24 are considered to be anti-dilutive. The weighted
average number of potentially dilutive shares at 31 December 2024 was
1,684,153.
13. Property, plant and equipment
Office Computer equipment 2024 2023
Equipment £ Total Total
Group £ £ £
Cost
At 1 January 850 850
2024 Additions 1,043 1,232 2,275 850
Exchange differences 5 5
At 31 December 1,043 2,087 3,130 850
Depreciation
At 1 January
2024 Charge for the year 261 364 625
Exchange differences
At 31 December 261 364 625
Net book value at 31 December 782 1,723 2,505 850
The Company has no property, plant or equipment.
14. Intangible fixed assets
Group Group
2024 2023
Group £ £
Cost
At 1 January 1,615,453 239,642
Additions 422,877 1,377,102
Exchange differences (7,502) (1,291)
At 31 December 2,030,828 1,615,453
Amortisation and impairment
At 1 January 44,115
Charge for the year
Impairment (see Note 5)
44,115
At 31 December 44,115 44,115
Net book value
At 31 December 1,986,713 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 year an impairment charge of £nil (2023: £44,115) was made to
the Consolidated Statement of Comprehensive Income.
The Company has no intangible fixed assets.
15. Investments in subsidiaries
2024 2023
Company £ £
Shares in Group undertakings
At 1 January
Investment in European Green Metals Ltd Group 140,769
At 31 December 140,769
On 14 March 2024, EGT and EGM completed a share exchange agreement whereby EGT
acquired the EGM Group by issuing 1 EGT share for each 1 EGM share in issue.
56,308,102 EGT shares@ £0.0025/share were issued as a result. (See Note 23)
The investment in the EGM Group is recorded at cost, which is the fair value
of the consideration paid. Following review an impairment provision of Nil
(2023: N/a) has been made to the investment in subsidiaries.
All the subsidiaries are included in the consolidation. The proportions of
voting shares held by the Parent Company do not differ from the proportion of
Ordinary Shares held. The subsidiaries are listed below:
Company Name Registered address % Holding Business
European Green Metals Limited 25 Walbrook, London, EC4N 8AF, UK 100% Service Company
European Green Metals (Ireland) Ltd 4th Floor Fitzwilliam Hall, Fitzwilliam Place, Dublin, Ireland 100% Service company
Rockfleet Minerals Limited 18, Kings Hill, Westport, Co. Mayo, F28 AC99, Ireland 100% Exploration
European Minerals Exploration AB C/0 Fredersen Advokatbyra AB, Birger Jarlsgatan 8, 114 34 Stockholm, Sweden 100% Early stage exploration
Olree AB C/0 Fredersen Advokatbyra AB, Birger Jarlsgatan 8, 114 34 100% In liquidation process
Stockholm, Sweden
16. Financial instruments
The Group's financial instruments comprise investments, cash at bank, and
various items such as debtors, convertible debt security certificates, and
creditors. The Group has not entered into derivative transactions, nor does it
trade financial instruments as a matter of policy. A detailed description of
how risk management is carried out by the Directors of the Group is contained
in the strategic report on page 5 and 6.
Financial instruments by category
(a) Assets
Group Group Company Company
2024 2023 2024 2023
£ £ £ £
31 December
Assets at amortised cost
Trade and other receivables 12,402 1,296 12,136
Cash and cash equivalents 3,661,001 87,969 3,075,781
Total 3,673,403 89,265 3,087,917
Assets in the analysis above are all categorised as 'other financial assets at
amortised cost' for the Group and Company.
Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting
the obligations associated with its financial liabilities that are settled by
delivering cash or another financial asset. The Group's approach to managing
liquidity is to ensure, as far as possible, that it will always have
sufficient liquidity to meet its liabilities when due, under both normal and
stressed conditions, without incurring unacceptable losses or risking damage
to the Group's reputation.
(b) Liabilities
Restated Group
Group 2023 Company Company
2024 £ 2024 2023
£ £ £
31 December
Liabilities at amortised cost -
Convertible debt securities Trade and other payables 273,651 1,788,300
333,373
135,379
Total 273,651 2,121,673 135,379
Liabilities in the analysis above are all categorised as 'other financial
liabilities at amortised cost' for the Group and Company.
Prior year 2023 Group comparative has been restated to exclude payroll tax
payment previously included.
(c) Credit quality of financial assets and liabilities
The Group is exposed to credit risk from its financing activities, including
deposits with banks and financial institutions, foreign exchange transactions
and other financial instruments.
The Group's maximum exposure to credit risk, due to the failure of counter
parties to perform their obligations as at
31 December 2024 and 31 December 2023, in relation to each class of recognised
financial assets, is the carrying amount of those assets as indicated in the
accompanying Statement of Financial Position.
Cash at bank
The credit quality of cash has been assessed by reference to external credit
ratings, based on reputable credit agencies' long-term issuer ratings:
2024 2023
Rating £ £
A-AAA 3,661,001
Total 3,661,001
Foreign currency risk
The Group incurs costs denominated in foreign currencies (including Euros and
Swedish Krona) which gives rise to short term exchange risk. The Group does
not currently hedge against these exposures as they are deemed immaterial and
there is no material exposure as at the year end.
Market risk
Market risk is the risk that changes in market prices, such as commodity
prices, interest rates, foreign exchange rates, and equity prices will affect
the Group's value of its holdings in financial instruments.
17. Trade and other receivables
Group Group Company Company
2024 2023 2024 2023
£ £ £ £
Trade and other receivables 43,204 1,296 22,772
Amounts owed by subsidiary undertakings 3,608,514
Total 43,204 1,296 3,631,286
The Directors consider that the carrying amount of trade and other receivables
approximates to their fair value.
The carrying amounts of the Group's trade and other receivables denominated in
all currencies were as follows:
Group Group Company Company
2024 2023 2024 2023
£ £ £ £
GBP 42,472 22,772
EUR SEK 419
313 1,296
Total 43,204 1,296 22,772
18. Cash and cash equivalents
Cash and cash equivalents include the following for the purposes of the
statement of cash flows:
Group Group Company Company
2024 2023 2024 2023
£ £ £ £
Cash at bank and on hand 3,661,001 87,969 3,075,781
Cash and cash equivalents 3,661,001 87,969 3,075,781
The Directors consider that the carrying amount of cash and cash equivalents
approximates to its fair value.
19. Trade and other payables
Group Group Company Company
2024 2023 2024 2023
£ £ £ £
Trade payables 52,821 46,953
Social security and other taxes (see Note 8) Other payables 17,346 4,645 4,787
Accrued expenses 932 130,000
220,830 156,420 135,379
Total 291,929 338,018 140,166
The fair value of trade and other payables approximates to their book value.
All balances are due within 1 year.
20. Deferred income tax
Deferred tax assets
Deferred income tax assets are recognised to the extent that the realisation
of the related tax benefit through future taxable profits is probable. There
is no deferred tax asset recognised for the Group or Company's accumulated tax
losses of £2,315,701 and £604,430 respectively as the Group and Company are
still pre-revenue.
21. Borrowings
Group Group Company Company
2024 2023 2024 2023
£ £ £ £
Current - falling due within 1 year
Convertible debt securities ("CDSs") 1,788,300
Non-current - falling due after 1 year
Convertible debt securities ("CDSs")
Total borrowings 1,788,300
During 2022, 2023 and 2024, EGM issued Convertible debt securities ("CDS") to
a collective of
high-net-worth investors.
For all CDSs either the principal was fully repayable at the end of year two
(2) or all CDSs were automatically convertible to ordinary shares if EGM
completed an initial public offering ("IPO") before the second anniversary of
each CDS.
Following novation of all CDSs from EGM to EGT in March 2024, the new Parent
Company of EGM, EGT, was admitted to trading on AIM on 8 April 2024 and
consequently all CDSs were converted into ordinary shares in EGT plc. (See
Note 12)
22. Share capital
Group Group Company Company
2024 2023 2024 2023
£ £ £ £
144,620,892 (2023 - Nil) Ordinary shares of
£0.0025 nominal value 361,552 361,552
Total 361,552 361,552
The share capital of European Green Transition plc 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.
EGT was incorporated on 25 January 2024. On incorporation on 25 January 2024,
2000 shares @ £0.0005 were issued. These shares were later converted to 400
shares@ £0.0025 when EGT acquired the EGM Group in March 2024.
On 14 March 2024, EGT and EGM completed a share exchange agreement whereby EGT
acquired the EGM group by issuing 1 EGT share for each 1 EGM share in issue.
56,307,702 EGT shares@ £0.0025/share were issued as a result.
Convertible debt securities (see Note 21) in issue were converted to equity on
admission of EGT to AIM on the London Stock Exchange on 8 April 2024.
23,691,900 EGT shares@ £0.01/share were issued as a result.
The Company issued a further 64,620,890 shares@ £0.01/share as part of a
fundraise on admission of EGT to AIM on the London Stock Exchange on 8 April
2024.
Other reserves
Group and Company
Share option premium
Share premium is the difference between the nominal value of share capital and
the actual cash received on fundraising less any costs associated with the
fund-raising.
Share option reserve
A share option reserve was created in Hi 2024, following the Company adopting
an Employee Performance Incentive Plan ("EPIP") for a number of key senior
management, which granted them share options in EGT following its admission to
AIM on 8 April 2024. (See Note 24)
Reverse acquisition reserve
The reverse acquisition reserve resulted from the reverse acquisition of
European Green Transition plc by European Green Metals Ltd. (See Note 23)
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.
The Euro denominated subsidiaries are Rockfleet Minerals Limited and European
Green Metals (Ireland) Limited. The SEK denominated subsidiaries are European
Mineral Exploration AB and Olree AB.
Retained Earnings
For the Group and Company, earnings reflect the earnings of European Green
Transition plc.
23. Reverse acquisition accounting
On 14 March 2024, EGT completed a share for share agreement for 100%of the
share capital of EGM (the 'Legal Subsidiary' or EGM Ltd) 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 owned all of the
Ordinary Shares of the Company and the executive management of EGM Ltd became
the executive management of EGT. 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 (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 14,495
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
24. Share based payments
In March 2024, conditional upon the IPO being successful in 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 share options is measured by the use of a Black Scholes
Model. The inputs into the Black Scholes Model 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 year ending 31 December 2024 was
£24,483 (2023: Nil). There were no share options outstanding as at 31
December 2023.
25. Cash used in operations
Restated Group
Group 2023 Company Company
2024 £ 2024 2023
£ £ £
(Loss) before income tax (2,140,030) (708,881) (1,321,188)
Adjustments for:
- Net finance costs (Note 10) (55,289) 43,932 (140,835)
- Depreciation 620
- Impairment of intangible 44,115
- FX Losses on conversion of CDSs (Note 21) 7,140
- IPO related costs 386,094 47,310 386,094
- Option agreement costs 233,927 233,927
- Share option expense 24,483 24,483
Changes in working capital:
- Decrease/(increase) in trade and other receivables (29,520) 1,878 (10,636)
- Increase in VAT tax recoverable (7,543) (31,548) (77,304)
- Increase in trade and other payables (29,330) 168,295 140,166
Net cash (used) in operations (1,616,588) (427,759) (765,293)
Prior year Group Net cash (used) in operations has been restated to reflect
IPO related costs of £47,310 which are now shown within financing activities.
Also the movement in trade and other receivables and payables has been
adjusted to move interest related accruals to financing activities.
26. Related Party Disclosures
Key management are those persons having authority and responsibility for
planning, controlling and directing the activities of the Company. In the
opinion of the Board, the Company's key management are the Directors of
European Green Transition plc.
Directors
The Directors' emoluments charged during 2024 were £443,135 (See Note 7).
There were no Directors' emoluments paid during 2023.
Group
Raglan Professional Services Limited, a company controlled by Cathal Friel,
Non-Executive Chairman, invoiced the Group in 2024 for services in relation to
business development opportunities for £105 (2023: £80,630), in relation to
consultancy services for £124,586 (2023: £nil) and in relation to IPO and
Corporate Finance Services for £161,180 (2023: nil).There was a balance of
£28,170 outstanding to Raglan Professional Services Ltd at year end (2023:
£80,630).
Poolbeg Pharma (Ireland) Limited, a company in which Cathal Friel is
Non-Executive Chairman, invoiced the Group in 2024 for services in relation to
shared office and staff costs of £110,664 (2023: £nil). There was a balance
of £35,248 outstanding to Poolbeg Pharma (Ireland) Limited at year end (2023:
nil).
Mitaks Investment & Management AB, a company controlled by Daniel
Akselson, Non-Executive Director' of EGT, was a 10% shareholder, in European
Mineral Exploration AB prior to the acquisition by EGM on 6 July 2023. As part
of the consideration paid by the Group, Mitaks Investment & Management AB
received a convertible debt security certificate for £45,000 plus a deferred
cash payment of £6,500. The CDS converted to equity on successful completion
of the IPO on 8 April 2024. Mitaks Investment & Management AB also
invoiced the Group in 2024 in relation to consultancy services for £25,000
(2023:£nil). There was no balance outstanding at year end to Mitaks
Investment & Management AB (2023: £nil).
There were no other related party transactions during the year.
Company
At 31 December 2024 the Company was owed £3,608,513 (2023 - £82,673) by its
subsidiaries.
27. Capital commitments
The Group had no capital commitments at 31 December 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.
28. Post balance sheet events
The following events have taken place since the year end:
1. On 14 April it was announced that Cathal Friel, Non-Executive Director,
would become Non-Executive Chairman of the Board and Daniel Akselson would
remain on the Board as a Non-Executive Director and chair of the Audit
Committee.
2. The licences for our Swedish exploration projects, in Pajala and Olserum,
were successfully renewed and have been extended to March 2028 and June 2029
respectively.
29. Ultimate controlling party
At 31 December 2024 there was no one ultimate controlling party of EGT plc.
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. END FR SSLEEDEISESMRecent news on European Green Transition
See all newsREG - European Green Trns. - Notice of AGM
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AnnouncementREG - European Green Trns. - Board Changes
AnnouncementREG - European Green Trns. - Extension granted for exploration licences
Announcement