REG - European Metals Hldg - Transitional Annual Report to Shareholders
31/03/2025 10:00
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RNS Number : 9083C European Metals Holdings Limited 31 March 2025
For immediate
release
31 March 2025
European Metals Holdings Limited
Transitional Financial Year RESULTS
European Metals Holdings Limited (ASX & AIM: EMH, OTCQX and OTCQB: EMHXY
and EMHLF) ("European Metals" or the "Company") are pleased to announce the
Company's Transitional Financial Year ("TFY") Report results for the audited
six-month period ended 31 December 2024.
The TFY Report has been released on the Australian Securities Exchange ("ASX")
as required under the listing rules of the ASX.
Whilst the financial information included in this announcement has been
prepared in accordance with the accounting policies and basis of preparation
set out below, this announcement does not constitute the Company's statutory
financial statements.
A copy of the TFY Report will be posted to shareholders and is also available
on the Company's website www.europeanmet.com.
ENQUIRIES:
European Metals Holdings Limited
Keith Coughlan, Executive Chairman Tel: +61 (0) 419 996 333
Email: keith@europeanmet.com (mailto:keith@europeanmet.com)
Kiran Morzaria, Non-Executive Director Tel: +44 (0) 20 7440 0647
Henko Vos, Company Secretary Tel: +61 (0) 400 550 042
Email: cosec (mailto:shannon@europeanmet.com) @europeanmet.com
Zeus Capital Limited (Nomad & Broker)
James Joyce / Darshan Patel/ Gabriella Zwarts Tel: +44 (0) 203 829 5000
(Corporate Finance)
Harry Ansell (Broking)
BlytheRay (Financial PR)
Tim Blythe Tel: +44 (0) 20 7138 3222
Megan Ray
Chapter 1 Advisors (Financial PR - Aus)
David Tasker Tel: +61 (0) 433 112 936
Directors Mr Keith Coughlan - Executive Chairman
Mr Richard Pavlik - Executive Director
Mr Kiran Morzaria - Non-Executive Director
Ambassador Lincoln Bloomfield, Jr - Non-Executive Director
Ms Merrill Gray - Non-Executive Director
Company secretary Mr Henko Vos
Registered office Ground Floor, 41 Colin Street
West Perth WA 6005
Telephone 08 6245 2050
Email www.europeanmet.com
Principal place of business Ground Floor, 41 Colin Street
West Perth WA 6005
Telephone 08 6245 2050
Email www.europeanmet.com
Registered office in Czech Republic GEOMET s.r.o.
Ruska 287
417 01 Dubi Bystrice
The Czech Republic
Telephone: +420 732 671 666
Auditor BDO Audit Pty Ltd
Level 9, Mia Yellagonga Tower 2, 5 Spring St
PERTH WA 6000
Telephone: +61 8 6382 4600
Nominated nomad & broker Zeus Capital Limited
125 Old Broad Street, 12th Floor,
London, EC2N 1AR
UK depository Computershare Investor Services plc
The Pavilions
Bridgewater Road
Bristol BS99 6ZZ
United Kingdom
Securities exchange listing - Australia European Metals Holdings Limited shares are listed on the Australian
Securities Exchange (ASX code: EMH)
ASX Limited
Level 40, Central Park
152-158 St Georges Terrace
Perth WA 6000
Securities exchange listing - United Kingdom London Stock Exchange plc
10 Paternoster Square
London EC4M 7LS
United Kingdom
AIM Code: EMH
Securities exchange listing - OTCQX Best Market and OTCQB OTC Markets Group
300 Vesey Street, 12th Floor
New York City
NY 10282 United States
OTCQX and OTCQB Codes: EMHXY and EMHLF
CHAIRMAN'S LETTER
Dear Shareholders,
Welcome to the 2024 Transitional Financial Year ("TFY") Report for European
Metals Holdings Limited ("European Metals" or "the Company"). With the change
in the Company's year-end to December to coincide with that of the project
company, this report covers the audited six-month period from 1 July 2024 to
31 December 2024.
On behalf of the Board of Directors, I am pleased to report on this period as
we continue to progress the Cinovec Lithium Project ("Cinovec Project").
The macro conditions in the global lithium market have continued to be
challenging throughout this period. These challenges persist into the post
reporting period, although at the time of writing there are some more
encouraging factors emerging. Production of electric vehicles has increased
sharply, particularly in Europe, as has the demand for Energy Storage Systems.
These are clearly the two key drivers for lithium demand.
We are also seeing a renewed focus on energy security as well as raw material
security as the world experiences a period of geo-political uncertainty. This
too is particularly evident in Europe. We have seen the European Council
restate its concerns and plans for the security of the raw materials required
to enable the green energy transition.
This focus is particularly important for the Cinovec Project given the profile
in the region and the potential of the project to be one of the largest local
suppliers of lithium chemicals into the European Union ("EU"). This importance
has been formally recognised post period with the Czech government's
designation of Cinovec as a Strategic Deposit under Czech law as well as a
Strategic Project under the EU's Critical Raw Materials Act ("CRMA").
At a project level we have made significant steps to bringing the project to
fruition, with a particular focus on improving the economics. We have
developed improvements to both the Front-End Comminution and Beneficiation
circuit ("FECAB") stage of the process and to the Lithium Processing Plant
with positive results in factors such as recoveries and reagent use as well as
the potential to increase the scale of the Cinovec Project all of which
provide positive outcomes for the project economics.
The project continues to enjoy strong support from all levels of the Czech and
EU governments. It remains well positioned to assist in addressing the supply
and demand imbalance of lithium in the European Union, as substantial battery
manufacturing projects progress and real raw material supply gaps emerge. The
ESG credentials of the project continue to be a focus, and we have made
significant progress in the field of stakeholder engagement as the project
develops.
Finally, I would like to take this opportunity to thank all staff, advisors,
contractors, our project partners, CEZ, and shareholders who have supported us
over the past difficult period. I look forward to updating you throughout the
new year as we continue to advance the Cinovec Project.
___________________________
Keith Coughlan
EXECUTIVE CHAIRMAN
PROJECT REVIEW
Geomet s.r.o. controls the mineral exploration licenses awarded by the Czech
State over the Cinovec Lithium Project. Geomet has been granted a preliminary
mining permit by the Ministry of Environment and the Ministry of Industry. The
company is owned 49% by EMH and 51% by CEZ a.s. through its wholly owned
subsidiary, SDAS. Cinovec hosts a globally significant hard rock lithium
deposit with a total Measured Mineral Resource of 53.3Mt at 0.48% Li2O,
Indicated Mineral Resource of 360.2Mt at 0.44% Li2O and an Inferred Mineral
Resource of 294.7Mt at 0.39% Li2O containing a combined 7.39 million tonnes
Lithium Carbonate Equivalent (refer to the Company's ASX/AIM release dated 13
October 2021) ("Resource Upgrade at Cinovec Lithium Project").
An initial Probable Ore Reserve of 34.5Mt at 0.65% Li2O reported 4 July 2017
("Cinovec Maiden Ore Reserve - Further Information") has been declared to
cover the first 20 years mining at an output of 22,500tpa of lithium carbonate
(refer to the Company's ASX/AIM release dated 11 July 2018) ("Cinovec
Production Modelled to Increase to 22,500tpa of Lithium Carbonate").
This makes Cinovec the largest hard rock lithium deposit in Europe and the
fifth largest non-brine deposit in the world.
Cinovec has been designated a Strategic Project by the European Union under
the Critical Raw Materials Act. (refer to the Company's ASX/AIM release dated
26/25 March 2025) ("Cinovec declared a Strategic Project under EU Critical Raw
Materials Act") and a Strategic Deposit by the Czech Government (refer to the
Company's ASX/AIM release dated 7 March 2025) ("Cinovec declared Strategic
Deposit by Czech Government"). The deposit has previously had over 400,000
tonnes of ore mined as a trial sub-level open stope underground mining
operation.
On 19 January 2022, EMH provided an update to the 2019 PFS Update. It
confirmed the deposit is amenable to bulk underground mining (refer to the
Company's ASX/AIM release dated 19 January 2022) ("PFS Update delivers
outstanding results"). Metallurgical test-work has produced both battery-grade
lithium hydroxide and battery-grade lithium carbonate at excellent recoveries.
In February 2023 DRA Global Limited ("DRA") was appointed to complete the
Definitive Feasibility Study ("DFS").
Cinovec is centrally located for European end-users and is well serviced by
infrastructure, with a sealed road adjacent to the deposit, rail lines located
5 km north and 8 km south of the deposit, and an active 22 kV transmission
line running to the historic mine. The deposit lies in an active mining
region.
The Cinovec processing plant comprises of a Front-End Comminution and
Beneficiation circuit ("FECAB") and Lithium Chemical Plant circuit ("LCP") in
combination producing Lithium Hydroxide or Lithium Carbonate end products and
will be located on the Prunéřov 1 Power Station site located approximately
59km by rail from the Cinovec mine site. (refer to the Company's ASX/AIM
releases dated 26 April 2024 and 27 November 2024) ("New Lithium Plant Site
Expected to Improve Project Permitting and Economics") ("Cinovec Project
Update").
The economic viability of Cinovec has been enhanced by the recent push for
supply security of critical raw materials for battery production, including
the strong increase in demand for lithium globally, and within Europe
specifically, as demonstrated by the European Union's Critical Raw Materials
Act ("CRMA").
Post this reporting period, there have been two critical developments for the
Cinovec Project with regards to Czech and European Union support.
Firstly, Cinovec was declared as a Strategic Deposit by the Czech government
for the purposes of the Czech Construction Code (refer to the Company's
ASX/AIM releases dated 7 March 2025) ("Cinovec Declared Strategic Deposit by
Czech Government"). Secondly, the European Commission has declared Cinovec as
a Strategic Project under the European Union Critical Raw Materials Act (refer
to the Company's ASX/AIM releases dated 26/25 March 2025) ("Cinovec Declared a
Strategic Project Under EU Critical Raw Materials Act").
These developments underscore the critical importance of the Project to the
European Union, simplifying and shortening the permitting process, and
providing likely access to large scale funding via European banking
institutions.
Process Flowsheet Improvements - FECAB
In July 2024, the Company advised that in order to enhance FECAB performance
and achieve a higher-grade concentrate, additional flotation testwork was
conducted using ore samples milled to P80<150μm without removing the
<20μm slimes fraction. The testwork produced excellent results, and the
project team is now evaluating the potential impacts on bulk materials
handling, tailings storage, and backfilling if the FECAB process flowsheet is
changed to 100% flotation beneficiation (refer to the Company's ASX/AIM
announcement of 31 July 2024) ("Cinovec Lithium Project Update").
This improvement from the use of flotation without magnetic separation
resulted in an uplift in concentrate grade from 1.198% Li (2.58% Li2O) to
produce almost pure zinnwaldite concentrate with average grade of 1.46% Li
(3.14% Li2O) and the capability to deliver overall FECAB lithium recovery
improvements from >87% to >94.7%, proven on a repeated basis.
Process Flowsheet Improvements - Lithium Chemical Plant
The Cinovec Lithium Project Update announcement of 31 July 2024 also
highlighted the benefits and impacts of optimisation testwork of the LCP
circuit. Recycling the mixed sulphate waste stream is a crucial element of the
patent-pending Cinovec LCP process. The updated LCP circuit design enables the
recycling of approximately 50% of the total mixed sulphate produced back into
the roast mix, while the remaining mixed sulphate will be treated as waste.
The benefits and impacts of this optimisation testwork of the LCP circuit
included elimination of sodium sulphate as a roasting reagent, reducing Opex/t
for the project and enabling Lithium not recovered in its first pass through
the lithium phosphate reactor tank circuit is reprocessed, enabling higher
overall lithium recovery.
Just Transition Fund
The Cinovec Project remains vital for the EU's critical materials security,
and the adoption of the CRMA will simplify the permitting process for such
projects (refer to the Company's ASX/AIM releases dated 27 March 2024 and 31
July 2024) ("Cinovec Project Update"). On 31 July 2024, the Company provided
an update that Geomet representatives met with the Czech Republic's Regional
Standing Conference ("RSK"), a body responsible for recommending Just
Transition Fund ("JTF") support. Geomet submitted an initial funding
application for early-stage construction works under existing exploration
licenses. Additionally, the RSK has recommended the sub-project for JTF
support, with final approval pending from the Ministry of Environment.
Cinovec Lithium Project and DFS Update
In November 2024, the Company released an update on the DFS for the Cinovec
Project (refer to the Company's ASX/AIM announcement of 27 November 2024)
("Cinovec Project Update").
The Company announced the selection of the former Prunéřov 1 Power Station
("EPR1") as the processing plant and related infrastructure construction
location. After extensive evaluations of potential sites within the broader
Prunéřov area. The EPR1 site offers advantages such as established
infrastructure for power, water and rail access to leverage off, leading to
cost reduction and enhanced operational efficiency. Key benefits include
enhanced logistics due to existing rail links, potential processing capacity
expansion areas and the potential for integration with CEZ's solar power
plans. The Dukla site will be reconfigured as a transport hub, while ongoing
engineering work focuses on optimising capital and operational expenditure at
EPR1.
The shift to the EPR1 site, which spans 36 hectares compared to the previous
24-hectare Dukla site, is expected to bring several significant benefits:
● Well-established road infrastructure including to rail links will provide
excellent access to site, which will provide significant constructability
advantages for the processing plant as well as ongoing operating cost ("Opex")
benefits and sustainability (environmental footprint) benefits as a result of
building on rehabilitated land.
● EPR1 was a major industrial site and is therefore well serviced by power, gas
and water infrastructure which will require less work and investment to
re-connect and reticulate into the processing plant.
● EPR1 is served directly by extensive rail infrastructure built for the purpose
of delivering coal to the EPR1 and EPR2 power plants, which will continue to
be used for EPR2 until it is decommissioned by CEZ. This presents synergies in
terms of operating and maintenance costs for shared infrastructure and
services and may enable expansion of planned processing capacity beyond that
published in the Project's 2022 Pre-Feasibility Study ("PFS"), namely 2.25mtpa
run-of-mine ore ("ROM") feed; and
● Ultimately, this may enable a further expansion of lithium production when the
adjacent EPR2 coal-fired power plant is shut down in-line with European and
Czech policy on phasing out coal-fired power generation and adoption of
renewables, including planned solar power installations in the Prunéřov
area.
Engineering work has continued in parallel to finalising the process plant
location and has included:
● Continuous improvement to mining and processing Capex and Opex, including
optimisation of process design criteria.
● Investigation of opportunities to increase mine production tonnages and
processing plant throughput volumes.
● Reconfiguration of the previous proposed plant site at Dukla to become a
transport hub to load ROM onto trains for transportation to the EPR1 site and,
in the reverse direction, receive tailings for the purpose of backfilling the
mine.
● Optimising materials handling solutions for ROM and tailings at both the Dukla
and EPR1 sites; and
● Evaluation of rail logistics and confirmation that the network capacity can
accommodate the volumes of material from the Cinovec Project.
Work on updating DFS to include the EPR1 site and revised fully integrated
project configuration has already commenced. The results of the DFS are
expected to be released in mid-2025.
In December 2024, the Company announced the outcomes of a Concept Study into
the potential to increase the planned annual production of lithium chemicals
from the Cinovec Project (refer to the Company's ASX/AIM announcement of 20
December 2024) ("Significant Increase in Planned Lithium Production"). The
Concept Study assessed potential scenarios to increase ROM ore processing
capacity compared to the Prefeasibility Study ("PFS"), without significantly
impacting processing plant head grade, life of mine, or plant recovery.
If supported and confirmed as part of the DFS, scenarios were identified that
could represent an increase to the possible production previously announced in
the PFS, of 29,386 tpa. The Concept Study indicated that this potential
increase in ROM ore could be achieved without expanding the surface footprint
of the underground mine and that the DFS could be based upon the increased ROM
capacity. In addition, that the increased production levels are not expected
to delay the DFS.
The Company notes however that the potential increase in production remains
conceptual and the economic viability of the project based on the variables
considered is currently unknown. However, the potential increase in production
would enable the Project to benefit from significant economies.
Process Flowsheet Improvements
The Project team is advancing several DFS-related initiatives to enhance the
FECAB circuit and the Lithium Chemical Plant ("LCP") circuit (refer to the
Company's ASX/AIM announcement of 27 November 2024) ("Cinovec Project
Update"). These improvements focus on optimising recovery rates, reducing
waste and lowering Opex costs to strengthen the Project's economic outlook.
In relation to the LCP, post-piloting testing continues to refine aspects such
as roasting reagents, pelletising and moisture reduction in the roast mix, as
well as improvements in lithium phosphate precipitation already achieved.
Consolidated ongoing testwork results demonstrate significant economic
benefits, including reduced kiln size and energy consumption, which will be
reflected in the DFS.
POST PERIOD UPDATE
Cinovec declared a Strategic Deposit
On 7 March 2025, and post the reporting period, the Company announced that the
Czech government had declared Cinovec a Strategic Deposit for the purposes of
the Czech Construction Code, simplifying and shortening permitting.
The designation of Cinovec is a major step forward for the Project, enabling
Geomet to obtain certain permits and take actions to secure the development of
the Project without undue delay. This designation helps accelerate permitting
processes in the following ways:
(1) Expedited approval processes - Strategically significant deposits will have
priority in obtaining permits and official approvals, reducing the time
required for project preparation and mining initiation.
(2) Reduced administrative burden - The designation will streamline coordination
between various authorities, eliminating bureaucratic obstacles and minimising
assessment duplication, fulfilling "One Stop Shop" permitting assessment as
required under the European Union's ("EU") CRMA.
(3) Priority environmental impact assessment ("EIA") review - The EIA process may
have accelerated deadlines or be coordinated to minimise delays caused by
complex administrative procedures.
(4) Use of exceptional procedures - Strategically significant deposits may be
eligible for special legislative procedures similar to those for key
infrastructure projects, potentially limiting blocking possibilities by
certain institutions or civil organisations. Overall, this status will enhance
the predictability and speed of permitting processes, facilitating the timely
extraction of raw materials critical for energy security and industrial needs.
(Refer to the Company's ASX/AIM release dated 7 March 2025) ("Cinovec Declared
a Strategic Deposit by Czech Government").
Cinovec Declared a Strategic Project under the EU Critical Raw Materials Act
On 26 March 2025, and post the reporting period, the Company that the European
Commission has declared Cinovec to be a Strategic Project under the recently
implemented CRMA.
(1) Declaration confirms the importance of Cinovec in supplying battery
grade lithium chemicals to the European battery supply chain.
(2) Strategic Project status will bring with it explicit support from
European institutions, including financial institutions.
(3) Permitting will be brought within accelerated and simplified process
and time limits set out within the CRMA.
The CRMA aims to strengthen security of critical raw material supplies, reduce
dependence on imports from third countries, and support innovation in the
sustainable sourcing of mineral resources. Lithium is a key raw material for
the transition to a modern low-carbon economy, and critical for the
development of the automotive industry and the modernisation of the power
sector.
(Refer to the Company's ASX/AIM releases dated 26 March 2025) ("Cinovec
Declared a Strategic Project Under EU Critical Raw Materials Act")
CORPORATE
The Company announced the change of Nominated Adviser and Broker to Zeus
Capital Limited on 30 August 2024 following the acquisition of WH Ireland
Capital Markets Division from WH Ireland Limited by Zeus Capital Limited
(refer to the Company's ASX/AIM release dated 30 August 2024) ("Change of
Nominated Adviser and Broker").
On 31 October 2024, the Company issued 300,000 performance rights and
5,000,000 unlisted options under the Company's Employee Inventive Plan to its
employees and consultants.
On 26 November 2024, the Company announced a change in its financial year-end
from 30 June to 31 December to align with Geomet's reporting period. This
transition is intended to enhance the efficiency and cost-effectiveness of
financial reporting, auditing and governance processes (refer to the Company's
ASX/AIM release dated 26 November 2024) ("Change of Financial Year End").
RISKS AND UNCERTAINTIES
The Group's activities have inherent risk, and the Board is unable to provide
certainty of the expected results of activities, or that any or all of the
likely activities will be achieved. The material business risks faced by the
Group that could influence the Group's future prospects, and how the Group
manages these risks, are provided below.
Operational risk
The Company may be affected by various operational factors. In the event that
any of these potential risks eventuate, the Company's operational and
financial performance may be adversely affected. No assurances can be given
that the Company will achieve commercial viability through successful
exploration outcomes on its tenement holdings. Until the Company is able to
realise value from its projects, it is likely to incur ongoing operating
losses.
The operations of the Company may be affected by various factors, including
failure to achieve predicted grades during mining, operational and technical
difficulties encountered during mining, lack of infrastructure in the
Company's areas of operation, unanticipated metallurgical problems which may
affect value of defined resources, increases in the costs of consumables,
spare parts, plant and equipment.
Mineral Resource estimates are made in accordance with the 2012 edition of the
JORC Code. Mineral resources are estimates only. An estimate is an expression
of judgement based on knowledge, experience and industry practice. Estimates
may alter significantly when new information or techniques become available.
Resource estimates can be imprecise and depend on interpretations, which may
prove to be inaccurate.
The Company's interests in mining tenements are at various stages of
exploration and potential production and potential investors should understand
that mineral exploration and production is a speculative and high-risk
undertaking that may be impeded by circumstances and factors beyond the
control of the Company. The Company has interests in mining tenements in the
Czech Republic which operate under different regulatory conditions which may
impact on time taken to evaluate projects and may affect the viability of
resources.
There can no assurance that the tenements, or any other exploration properties
that may be acquired in the future, will result in the exploitation of an
economic mineral resource. Even though an apparently viable deposit has been
identified, there is no guarantee that it can be economically exploited.
The Company will need to apply for a mining lease to undertake development and
mining on the relevant tenement. There is no guarantee that the Company will
be granted a mining lease and if it is granted, it will be subject to
conditions which may impact on the financial viability of the project.
Renewals
Mining and exploration tenements are subject to periodic renewal. The renewal
of the term of granted tenements is subject to compliance with the applicable
mining legislation and regulations and the discretion of the relevant mining
authority. Renewal conditions may include increased expenditure and work
commitments or compulsory relinquishment of areas of the tenements. The
imposition of new conditions or the inability to meet those conditions may
adversely affect the operations, financial position and/or performance of the
Company. The Company considers the likelihood of tenure forfeiture to be low
given the laws and regulations governing exploration in the Czech Republic and
the ongoing expenditure budgeted for by the Company. However, the consequence
of forfeiture or involuntary surrender of a granted tenement for reasons
beyond the control of the Company could be significant.
Title
Notwithstanding that the exploration licenses the subject of the Cinovec
Project has been granted, if the application for the licenses did not strictly
comply with the application requirements (such as were required reports were
not lodged or were lodged late), there is a risk that the tenements could be
deemed invalid.
Global conditions
General economic conditions, movements in interest and inflation rates and
currency exchange rates may have an adverse effect on the Company's potential
development activities, as well as on its ability to fund those activities.
General economic conditions, laws relating to taxation, new legislation, trade
barriers incl. tariffs, interest and inflation rates, currency exchange
controls, national and international political circumstances (including
outbreaks in international hostilities, wars, terrorist acts, sabotage,
subversive activities, security operations, labour unrest, civil disorder, and
states of emergency), natural disasters (including fires, earthquakes and
floods), and quarantine restrictions, epidemics and pandemics, may have an
adverse effect on the Company's operations and financial performance,
including the Company's exploration and development activities, as well as on
its ability to fund those activities.
Regulatory compliance
Regulatory risks of the Company's operating activities are subject to
extensive laws and regulations relating to numerous matters including resource
licence consent, environmental compliance and rehabilitation, taxation,
employee relations, health and worker safety, waste disposal, protection of
the environment, protection of endangered and protected species and other
matters. The Company requires permits from regulatory authorities to authorise
the Company's operations. These permits relate to exploration, development,
production and rehabilitation activities. While the Company believes that it
will operate in substantial compliance with all material current laws and
regulations, agreements or changes in their enforcement or regulatory
interpretation could result in changes in legal requirements or in the terms
of existing permits and agreements applicable to the Company or its
properties, which could have a material adverse impact on the Company's
current operations or planned activities.
Obtaining necessary permits can be a time-consuming process and there is a
risk that Company will not obtain these permits on acceptable terms, in a
timely manner or at all. The costs and delays associated with obtaining
necessary permits and complying with these permits and applicable laws and
regulations could materially delay or restrict the Company from proceeding
with the development of a project or the operation or development of a mine.
Any failure to comply with applicable laws and regulations or permits, even if
inadvertent, could result in material fines, penalties or other liabilities.
In extreme cases, failure could result in suspension of the Company's
activities or forfeiture of one or more of the tenements, the subject of the
Projects.
Climate
There are a number of climate-related factors that may affect the operations
and proposed activities of the Company. The climate change risks particularly
attributable to the Company include: (a) the emergence of new or expanded
regulations associated with the transitioning to a lower-carbon economy and
market changes related to climate change mitigation. The Company may be
impacted by changes to local or international compliance regulations related
to climate change mitigation efforts, or by specific taxation or penalties for
carbon emissions or environmental damage. These examples sit amongst an array
of possible restraints on industry that may further impact the Company and its
business viability. While the Company will endeavour to manage these risks and
limit any consequential impacts, there can be no guarantee that the Company
will not be impacted by these occurrences; and (b) climate change may cause
certain physical and environmental risks that cannot be predicted by the
Company, including events such as increased severity of weather patterns and
incidence of extreme weather events and longer-term physical risks such as
shifting climate patterns. All these risks associated with climate change may
significantly change the industry in which the Company operates.
General risks
Future funding requirements and the ability to access debt and equity markets.
The funds raised by the Company are considered sufficient to meet the
evaluation and development objectives of the Company. Additional funding will
be required in the event development costs exceed the Company's estimates and
to effectively implement its business and operations plans in the future, to
take advantage of opportunities for acquisitions, joint ventures or other
business opportunities, and to meet any unanticipated liabilities or expenses
which the Company may incur, additional financing will be required. In
addition, should the Company consider that its development results justify
commencement of production on any of its projects, additional funding will be
required to implement the Company's development plans, the quantum of which,
remain unknown at the date of the Annual report. The Company may seek to raise
further funds through equity or debt financing, joint ventures, production
sharing arrangements or other means. Failure to obtain sufficient financing
for the Company's activities and future projects may result in delay and
indefinite postponement of development or production on the Company's
properties or even loss of a property interest or interest in a joint venture.
There can be no assurance that additional finance will be available when
needed or, if available, the terms of the financing might not be favourable to
the Company and might involve substantial dilution to shareholders.
Reliance on key personnel
The responsibility of overseeing the day-to-day operations and the strategic
management of the Company depends substantially on its senior management and
its key personnel. There can be no assurance given that there will be no
detrimental impact on the Company if one or more of these employees cease
their employment. The Company may not be able to replace its senior management
or key personnel with persons of equivalent expertise and experience within a
reasonable period of time or at all and the Company may incur additional
expenses to recruit, train and retain personnel. Loss of such personnel may
also have an adverse effect on the performance of the Company.
Competition
The industry in which the Company will be involved is subject to domestic and
global competition. Although the Company will undertake all reasonable due
diligence in its business decisions and operations, the Company will have no
influence or control over the activities or actions of its competitors, which
activities or actions may, positively or negatively, affect the operating and
financial performance of the Company's projects and business.
Market conditions
Share market conditions may affect the value of the Company's shares
regardless of the Company's operating performance. Share market conditions are
affected by many factors such as:
(a) general economic outlook;
(b) introduction of tax reform or other new legislation;
(c) interest rates and inflation rates;
(d) global health epidemics or pandemics;
(e) currency fluctuations;
(f) changes in investor sentiment toward particular market sectors;
(g) the demand for, and supply of, capital;
(h) political tensions; and
(i) terrorism or other hostilities.
The market price of shares can fall as well as rise and may be subject to
varied and unpredictable influences on the market for equities in general and
resource exploration stocks in particular. Neither the Company nor the
Directors warrant the future performance of the Company or any return on an
investment in the Company. Potential investors should be aware that there are
risks associated with any securities investment. Securities listed on the
stock market, and in particular securities of exploration companies experience
extreme price and volume fluctuations that have often been unrelated to the
operating performance of such companies. These factors may materially affect
the market price of the shares regardless of the Company's performance. In
addition, after the end of the relevant escrow periods affecting shares in the
Company, a significant sale of then tradeable shares (or the market perception
that such a sale might occur) could have an adverse effect on the Company's
share price.
Commodity price volatility and exchange rate
If the Company achieves success leading to mineral production, the revenue it
will derive through the sale of product exposes the potential income of the
Company to commodity price and exchange rate risks. Commodity prices fluctuate
and are affected by many factors beyond the control of the Company. Such
factors include supply and demand fluctuations for precious and base metals,
technological advancements, forward selling activities and other
macro-economic factors. Furthermore, international prices of various
commodities are denominated in United States dollars, whereas the income and
expenditure of the Company will be taken into account in Australian currency,
exposing the Company to the fluctuations and volatility of the rate of
exchange between the United States dollar and the Australian dollar as
determined in international markets.
Government policy changes
Adverse changes in government policies or legislation may affect ownership of
mineral interests, taxation, royalties, land access, labour relations, and
mining and exploration activities of the Company. It is possible that the
current system of exploration and mine permitting in the Czech Republic may
change, resulting in impairment of rights and possibly expropriation of the
Company's properties without adequate compensation.
Dilution
In the future, the Company may elect to issue shares or engage in capital
raisings to fund development or construction of the Project and growth, for
investments or acquisitions that the Company may decide to undertake, to repay
debt or for any other reason the Board may determine at the relevant time.
While the Company will be subject to the constraints of the ASX Listing Rules
regarding the percentage of its capital that it is able to issue within a
12-month period (other than where exceptions apply), shareholder interests may
be diluted as a result of such issues of shares or other securities.
Taxation
The acquisition and disposal of shares will have tax consequences, which will
differ depending on the individual financial affairs of each investor. All
potential investors in the Company are urged to obtain independent financial
advice about the consequences of acquiring shares from a taxation viewpoint
and generally. To the maximum extent permitted by law, the Company, its
officers and each of their respective advisers accept no liability and
responsibility with respect to the taxation consequences of subscribing for
shares under any prospectus.
Litigation
The Company is exposed to possible litigation risks including, tenure
disputes, environmental claims, occupational health and safety claims and
employee claims. Further, the Company may be involved in disputes with other
parties in the future which may result in litigation. Any such claim or
dispute if proven, may impact adversely on the Company's operations,
reputation, financial performance and financial position. The Company is not
currently engaged in any litigation.
Environmental regulation
The operations and proposed activities of the Company are subject to Czech
laws and regulations concerning the environment. As with most exploration
projects and mining and mineral processing operations, the Company's
activities are expected to have an impact on the environment, particularly if
advanced exploration or mine and processing plant development
proceeds. Whilst the processing plant for the Cinovec Project is to be a
rehabilitated industrial site (Prunerov EPR1) outstanding rehabilitation
requirements may arise as a result of finalisation of this. It is the
Company's intention to conduct its activities to the highest standard of
environmental obligation, including compliance with all environmental laws.
Mining operations have inherent risks and liabilities associated with safety
and damage to the environment and the disposal of waste products occurring as
a result of mineral exploration and production. The occurrence of any such
safety or environmental incident could delay production or increase production
costs. Events, such as unpredictable rainfall or bushfires may impact on
the Company's ongoing compliance with environmental legislation,
regulations, and licences. Significant liabilities could be imposed on the
Company for damages, clean-up costs or penalties in the event of certain
discharges into the environment, environmental damage caused by previous
operations or non-compliance with environmental laws or regulations.
The disposal of mining and process waste and mine water discharge are under
constant legislative scrutiny and regulation. There is a risk that
environmental laws and regulations become more onerous making the Company's
operations more expensive.
Approvals are required for land clearing and for ground disturbing activities.
Delays in obtaining such approvals can result in the delay to anticipated
exploration programs or mining activities and any other rehabilitation
requirements arising.
The Directors present their report, together with the financial statements, on
the consolidated entity (referred to hereafter as the 'Group') consisting of
European Metals Holdings Limited (referred to hereafter as the 'Company' or
'parent entity') and the entities it controlled at the end of, or during, the
six-month period ended 31 December 2024.
Directors
The following persons were Directors of European Metals Holdings Limited
during the whole of the financial period and up to the date of this report,
unless otherwise stated:
Mr Keith Coughlan Executive Chairman
Mr Richard Pavlik Executive Director
Mr Kiran Morzaria Non-Executive Director
Ambassador Lincoln Bloomfield Jr Non-Executive Director
Ms Merrill Gray Non-Executive Director
Company secretary
Mr Henko Vos
Mr Vos was appointed as Company Secretary on 2 February 2024. Mr Vos is a
graduate member of the Australian Institute of Company Directors (AICD),
Governance Institute of Australia and Chartered Accountants Australia &
New Zealand. He holds similar secretarial roles in various other listed public
companies in both industrial and resource sectors.
Principal activities
The Group is primarily involved in the exploration activities of the Cinovec
lithium project in the Czech Republic.
Review of Operations
The six-month period ended 31 December 2024 has been one of significant growth
and development for the Group. For further information refer to the Review of
operations section of this report.
Results of Operations
The loss for the Group after providing for income tax amounted to $1,250,604
(30 June 2024: $3,355,576).
Financial Position
The net assets of the Group have decreased by $2,150,674 to $34,332,567 at 31
December 2024 (30 June 2024: $36,483,241).
Significant changes in the state of affairs
On 26 November 2024, the Company announced a change in its financial year-end
from 30 June to 31 December to align with Geomet's reporting period. This
transition is intended to enhance the efficiency and cost-effectiveness of
financial reporting, auditing and governance processes (refer to the Company's
ASX/AIM release dated 26 November 2024) (Change of Financial Year End).
There were no significant changes in the state of affairs of the Group during
the financial period other than the above and as disclosed in the Review of
operations section of this report.
Dividends
There were no dividends paid, recommended or declared during the current or
previous financial period.
Information on Directors
Name: Keith Coughlan
Title: Executive Chairman - Appointed 30 June 2020
Previously Managing Director (CEO) - Appointed 6 September 2013 to 30 June
2020
Qualifications: BA
Experience and expertise: Mr Coughlan has had almost 30 years' experience in stockbroking and funds
management. He has been largely involved in the funding and promoting of
resource companies listed on ASX, AIM and TSX. He has advised various
companies on the identification and acquisition of resource projects and was
previously employed by one of Australia's then largest funds management
organizations.
Other current directorships: Mr Coughlan is a Non-Executive Director of Codrus Minerals Limited (appointed
22 July 2024 - current)
Former directorships (last 3 years): Mr Coughlan was previously the Non-Executive Chairman of Doriemus plc
(appointed 19 June 2019, resigned 18 June 2024)
Mr Coughlan was previously a Non-Executive Director of Calidus Resources
Limited (appointed 13 June 2017, resigned 13 May 2022)
Special responsibilities: Member of Nomination Committee
Member of Environment, Social and Governance Committee
Interests in shares: Mr Coughlan held, at the date of this report, 850,000 shares direct interest
and 4,900,000 shares indirect interest held by Inswinger Holdings Pty Ltd, an
entity of which Mr Coughlan is a director and a shareholder
Interests in options: Nil
Interests in performance rights: Nil
Name: Richard Pavlik
Title: Executive Director - Appointed 27 June 2017
Qualifications: Masters Degree in Mining Engineer
Experience and expertise: Mr Pavlik is the Chief Advisor to the CEO of Geomet s.r.o. and is a highly
experienced Czech mining executive. Mr Pavlik holds a Masters Degree in Mining
Engineer from the Technical University of Ostrava in the Czech Republic. He is
the former Chief Project Manager and Advisor to the Chief Executive Officer at
OKD. OKD has been a major coal producer in the Czech Republic. He has almost
30 years of relevant industry experience in the Czech Republic. Mr Pavlik also
has experience as a Project Analyst at Normandy Capital in Sydney as part of
a postgraduate program from Swinburne University. Mr Pavlik has held
previous senior positions within OKD and New World Resources as Chief
Engineer, and as Head of Surveying and Geology. He has also served as the
Head of the Supervisory Board of NWR Karbonia, a Polish subsidiary of New
World Resources (UK) Limited. He has an intimate knowledge of mining in the
Czech Republic.
Other current directorships: Nil
Former directorships (last 3 years): Nil
Special responsibilities: Member of Environment, Social and Governance Committee
Member of Nomination Committee
Interests in shares: Mr Pavlik held, at the date of this report, 300,000 shares direct interest
Interests in options: Nil
Interests in performance rights: Nil
Name: Kiran Morzaria
Title: Non-Executive Director - Appointed 10 December 2015
Qualifications: Bachelor of Engineering (Industrial Geology) from the Camborne School of
Mines and an MBA (Finance) from CASS Business School
Experience and expertise: Mr Morzaria has extensive experience in the mineral resource industry working
in both operational and management roles. He spent the first four years of
his career in exploration, mining and civil engineering before obtaining his
MBA. Mr Morzaria has served as a director of a number of public companies in
both an executive and non-executive capacity.
Other current directorships: Chief Executive Officer and Director of Cadence Minerals plc (appointed 31
July 2015 - current) and Director of UK Oil & Gas plc (appointed 23
October 2015-current).
Former directorships (last 3 years): Nil
Special responsibilities: Chair of Remuneration Committee
Chair of Nomination Committee
Member of Audit and Risk Committee
Member of Environment, Social and Governance Committee
Interests in shares: Mr Morzaria held, at the date of this report, 200,000 shares direct
interest. Mr Morzaria is a director of Cadence Minerals Plc which owns
6,140,363 shares. Mr Morzaria does not exert control of the acquisition or
disposal of the shares held by Cadence Minerals and he is not a beneficiary.
Interests in options: Nil
Interests in performance rights: Nil
Name: Lincoln Bloomfield Jr.
Title: Non-Executive Director - Appointed 3 January 2021
Qualifications: Harvard College (cum laude, Government, 1974), Fletcher School of Law and
Diplomacy (M.A.L.D., 1980)
Experience and expertise: Ambassador Bloomfield is based in Washington, DC, and brings governance and
regulatory experience, years of international diplomacy and security expertise
to the EMH Board, along with a North American
presence, while his private sector experience is centered on sustainability,
resilience and renewable energy.
Other current directorships: Nil
Former directorships (last 3 years): Nil
Special responsibilities: Chair of Environment, Social and Governance Committee
Chair of Audit and Risk Committee
Member of Remuneration Committee
Member of Nomination Committee
Interests in shares: Ambassador Bloomfield held, at the date of this report, 644,630 shares direct
interest
Interests in options: Nil
Interests in performance rights: Nil
Name: Merrill Gray
Title: Non-Executive Director - Appointed 18 April 2024
Qualifications: Bachelor of Engineering, Bachelor of Science, MBA, fellow of The Australasian
Institute of Mining and Metallurgy and the Australian Institute of
Engineering.
Experience and expertise: Ms Gray is a highly experienced executive and non-executive of ASX and private
companies. Her appointment brings over 30 years of metallurgical and mining
engineering as well as geology experience., including large scale new
technology project development and production management skills. Ms Gray
currently works as a global critical minerals and renewable energy (including
hydrogen derivatives) corporate advisor, having previously been MD and CEO of
Syngas Ltd (Founder), NH3 Clean Energy Limited (previously: Hexagon Energy
Materials Limited) (ASX:NH3) and Co-MD of lithium-ion battery recycling
company, Primobius GmbH. She has significant international experience,
including within the European Union and specifically with German automotive
OEM's. Ms Gray brings experience and networks across the lithium-ion battery
supply chain.
Other current directorships: Ms Gray is a Non-Executive Director of AnteoTech Ltd (appointed 31 January
2025 - current)
Former directorships (last 3 years): Ms Gray was previously the Managing Director of Hexagon Energy Materials
Limited (Appointed 18 October 2021, resigned 17 May 2022)
Special responsibilities: Member of Environment, Social and Governance Committee
Member of Audit and Risk Committee
Interests in shares: Nil
Interests in options: Nil
Interests in performance rights: Nil
'Other current directorships' quoted above are current directorships for
listed entities only and excludes directorships of all other types of
entities, unless otherwise stated.
'Former directorships (last 3 years)' quoted above are directorships held in
the last 3 years for listed entities only and excludes directorships of all
other types of entities, unless otherwise stated.
Meetings of Directors
The number of meetings of the Company's Board of Directors ('the Board') held
during the period ended 31 December 2024, and the number of meetings attended
by each Director were:
Directors' Meetings Audit and Risk Committee Nomination Committee Remuneration Committee ESG Committee
Name Number attended Number eligible to attend Number attended Number eligible to attend Number attended Number eligible to attend Number attended Number eligible to attend Number attended Number eligible to attend
Keith Coughlan 2 2 - - - - - - - -
Richard Pavlik 2 2 - - - - - - - -
Kiran Morzaria 2 2 1 1 - - - - - -
Lincoln Bloomfield, Jr 2 2 1 1 - - - - - -
Merrill Gray 2 2 1 1 - - - - - -
The Board considers remuneration, nomination, and Environmental, Social, and
Governance ("ESG") matters as integral to its strategic oversight. As such,
these matters were discussed as part of Board meeting agendas rather than
through separate committee meetings. This approach ensures that all Directors
remain actively engaged in these critical areas, fostering a holistic and
informed decision-making process aligned with the Company's objectives and
governance principles.
Indemnifying officers or auditor
During or since the six-month period ended 31 December 2024 the Company has
given an indemnity or entered into an agreement to indemnify, or paid or
agreed to pay insurance premiums as follows:
(i) The Company has entered into agreements to indemnify all Directors and provide
access to documents, against any liability arising from a claim brought by a
third party against the Company. The agreement provides for the Company to pay
all damages and costs which may be awarded
against the Directors.
(ii) The Company has paid premiums of $55,000 (30 June 2024: $71,000) to insure
each of the Directors against liabilities for costs and expenses incurred by
them in defending any legal proceedings arising out of their conduct while
acting in the capacity of Director of the Company, other than conduct
involving a willful breach of duty in relation to the Company. Under the terms
and conditions of the insurance contract, the nature of the liabilities
insured against, and the premium paid cannot be disclosed.
(iii) No indemnity or insurance of auditors has been paid.
Shares under option
Unissued ordinary shares of European Metals Holdings Limited under option at
the date of this report are as follows:
Grant Expiry Exercise Number
date date price under option
15/06/2023 31/12/2025 $0.80 1,000,000
07/10/2024 30/06/2026 $0.25 5,000,000
6,000,000
No person entitled to exercise the options had or has any right by virtue of
the option to participate in any share issue of the Company or of any other
body corporate.
Shares issued on the exercise of options
There were no ordinary shares of European Metals Holdings Limited issued on
the exercise of options during the six-month period ended 31 December 2024 and
up to the date of this report.
Performance Rights
Performance rights on issue at the date of this report is as follows:
Grant Issue Expiry Number
Issued to date date date on issue
Employee in terms of ESIP 07/10/2024 31/10/2024 02/03/2026 100,000
14/12/2022 20/12/2022 20/12/2025 100,000
Environmental, Social and Governance
The Company has adopted a set of Environmental, Social and Governance ("ESG")
metrics and disclosures following the recommendations released by the World
Economic Forum ("WEF") in Geneva, Switzerland which are acknowledged as the
gold standard for ESG reporting.
The establishment of an ESG Committee at Board level is chaired by Ambassador
Lincoln Bloomfield who has considerable private sector experience centred on
sustainability, resilience and renewable energy. Ambassador Bloomfield has
stated, "European Metals is making every effort to ensure that any finished
product containing our lithium will satisfy the public's need for assurance
that high ESG standards have been upheld at every stage of our production
process. We are committed to the well-being of our workforce, minimizing
environmental impact throughout our process, and engaging with the local
community".
The Company engaged Socialsuite ESG technology platform - a global leader in
ESG impact management systems and sustainability reporting.
The Company has utilised Socialsuite's ESG technology platform to establish
its initial ESG baseline dashboard. The Company will focus on delivering and
reporting on its ESG metrics and indicators. Socialsuite's ESG reporting
technology provides an easy way for investors and other stakeholders to assess
the progress of the Company on its journey.
The Company's ESG transparency commitment is a precursor to an independent
lithium production Life Cycle Assessment2 ("LCA") which includes a full Carbon
Footprint assessment.
Proceedings on behalf of the Company
No person has applied to the Court under section 237 of the Corporations Act
2001 for leave to bring proceedings on behalf of the Company, or to intervene
in any proceedings to which the Company is a party for the purpose of taking
responsibility on behalf of the Company for all or part of those proceedings.
Non-audit services
There were no non-audit services provided during the financial period by the
auditor.
Auditor's independence declaration
A copy of the auditor's independence declaration as required under section
307C of the Corporations Act 2001 is set out immediately after this Directors'
report.
Corporate Governance Statement
The Company's 2024 Corporate Governance Statement has been released as a
separate document and is located on the Company's website at
https://www.europeanmet.com/corporate-governance/.
Rounding of amounts
The Company is of a kind referred to in Corporations Instrument 2016/191,
issued by the Australian Securities and Investments Commission, relating to
'rounding-off'. Amounts in this report have been rounded off in accordance
with that Corporations Instrument to the nearest dollar.
Remuneration report (audited)
This report details the nature and amount of remuneration for each Director of
the Company, and key management personnel ("KMP"). The Directors are pleased
to present the remuneration report which sets out the remuneration information
for European Metals Holdings Limited's Non-Executive Directors, Executive
Directors and other key management personnel.
A. Principles used to determine the nature and amount of remuneration
The remuneration policy of the Group has been designed to align Director and
management objectives with shareholder and business objectives by providing a
fixed remuneration component, and offering specific long-term incentives based
on key performance areas affecting the Group financial results. The Board of
the Company believes the remuneration policy to be appropriate and effective
in its ability to attract and retain the best management and Directors to run
and manage the Group, as well as create goal congruence between Directors,
executives and shareholders.
The Board's policy for determining the nature and amount of remuneration for
Board members and senior executives of the Group is as follows:
The remuneration policy, setting the terms and conditions for the executive
Directors and other senior executives, was developed by the Board. All
executives receive a base salary (which is based on factors such as length of
service and experience), superannuation, options and performance incentives.
The Board reviews executive packages annually by reference to the Group's
performance, executive performance, and comparable information from industry
sectors and other listed companies in similar industries.
Executives are also entitled to participate in the employee share and option
arrangements.
All remuneration paid to Directors and executives is valued at the cost to the
Group and expensed.
The Board policy is to remunerate Non-executive Directors at an amount of
$70,000 per annum (or equivalent in other currencies), including an allowance
for membership of committees and to remunerate Executive Chairman at an amount
of $490,000 per annum, including superannuation but excluding bonuses and
long-term incentives. The Board determines payments to the Non-executive
Directors and reviews their remuneration annually based on market practice,
duties, and accountability. Independent external advice is sought when
required. The maximum aggregate amount of fees that can be paid to
Non-executive Directors is subject to approval by shareholders at the Annual
General Meeting. Fees for Non-executive Directors are not linked to the
performance of the Group. However, to align Directors' interests with
shareholder interests, the Directors are encouraged to hold shares in the
Company.
The remuneration policy has been tailored to increase the direct positive
relationship between shareholders' investment objectives and Directors' and
Executives' performance. Currently, this is facilitated through the issue of
options to the majority of Directors and Executives to encourage the alignment
of personal and shareholder interests. The Company believes this policy will
be effective in increasing shareholder wealth. For details of Directors' and
Executives' interests in shares, options and performance shares at year end,
refer to sections d, e and f of the remuneration report.
Voting and comments made at the Company's 2024 Annual General Meeting ('AGM')
At the 2024 AGM, 52% of the votes received did not supported the adoption of
the remuneration report for the year ended 30 June 2024.
Following the "first strike" received on the 30 June 2024 remuneration report,
the Company understand the concerns raised by shareholders regarding the
alignment of the remuneration framework with company performance and
shareholder expectations. the Company acknowledge the importance of
addressing these concerns and are committed to making necessary improvements.
To that end, the Company will undertake a comprehensive review of the
remuneration framework.
B. Details of remuneration
Details of the nature and amount of each element of the emoluments of each of
the KMP of the Company (the Directors) for the six month period ended 31
December 2024 are set out in the following tables:
The maximum amount of remuneration for Non-Executive Directors is $300,000 as
approved by shareholders.
During the financial period, the Company did not engage any remuneration
consultants.
Short-term benefits Post-employment benefits Long-term benefits Equity-settled share-based payments % related to performance
Salary fees and leave Profit share and bonuses Non-monetary Super-annuation Annual leave and long service leave Performance rights/ options((ii)) Total
six-month period ended 31 December 2024 $ $ $ $ $ $ $ %
Keith Coughlan((i)) 236,661 - - 15,000 22,793 (584,984) (310,530) -
Richard Pavlik 38,448 - - - - (292,492) (254,044) -
Kiran Morzaria 29,446 - - - - - 29,446 -
Lincoln Bloomfield Jr 35,023 - - - - - 35,023 -
Merrill Gray 35,000 - - - - - 35,000 -
374,578 - - 15,000 22,793 (877,476) (465,105)
((i)) During the financial period, a total of $68,640 of Mr Coughlan's remuneration
was reimbursed by Geomet s.r.o.
((ii)) As noted in section F "Performance rights granted for the six-month period
ended 31 December 2024" of the Remuneration Report, performance rights were
granted to Keith Coughlan and Richard Pavlik on 17 December 2020. The Group's
estimate of the probability of when these performance rights will vest has
been updated, as disclosed in section F. As a result, there has been a
reversal of the expense.
Short-term benefits Post-employment benefits Long-term benefits Equity-settled share-based payments % related to performance
Salary fees and leave Profit share and bonuses Non-monetary Superannuation Annual leave and long service leave Performance rights/ options ((ii)) Total
For the year 30 June 2024 $ $ $ $ $ $ $ %
Keith Coughlan((i)) 478,322 116,978 - 27,500 195,098 (880,462) (62,564) 14%
Richard Pavlik 74,287 61,660 - - - (440,231) (304,284) 45%
Kiran Morzaria 54,826 - - - - - 54,826 -
Lincoln Bloomfield Jr 70,100 - - - - - 70,100 -
Merrill Gray 11,667 - - - - - 11,667 -
689,202 178,638 - 27,500 195,098 (1,320,693) (230,255)
((i)) During the financial year, a total of $137,280 of Mr Coughlan's remuneration
was reimbursed by Geomet s.r.o.
((ii)) As noted in section F "Performance Rights granted for the year ended 30 June
2024" of the Remuneration Report, performance rights were granted to Keith
Coughlan and Richard Pavlik on 17 December 2020. The Group's estimate of the
probability of when these performance rights will vest has been updated, as
disclosed in section F. As a result, there has been a reversal of the expense.
C. Service agreements
It was formally agreed at a meeting of the Directors that the following
remuneration be established; there are no formal notice periods or termination
benefits payable on termination.
Mr Keith Coughlan, Executive Chairman, receives a salary of $460,000 plus
statutory superannuation contribution per annum. For the six-month period
ended 31 December 2024 he received a salary of $236,661 plus statutory
superannuation contribution.
D. Share-based compensation
During the six-month period ended 31 December 2024 no shares were issued to
KMP under the Employee Securities Incentive Plan (ESIP) (30 June 2024: nil).
Loan shares on issue to KMP under the ESIP are as follows:
31 Loan shares Exercised Lapsed/ Balance at
December grant details cancelled end of the period
2024
Grant date No. Value No. Value No. Value No. vested Value
$ $ $ $
Group KMP
Keith Coughlan 30/11/2017 850,000 592,245 - - - - 850,000 592,245
Richard Pavlik 30/11/2017 300,000 209,028 - - - - 300,000 209,028
Kiran Morzaria 30/11/2017 200,000 139,352 - - - - 200,000 139,352
1,350,000 940,625 - - - - 1,350,000 940,625
The terms of the loan shares are disclosed in note 14(d).
E. Options issued for the six-month period ended 31 December 2024
No options were issued as part of the remuneration for the six-month period
ended 31 December 2024 (30 June 2024: nil).
No options were held by key management personnel at 31 December 2024 (30 June
2024: nil).
F. Performance rights granted for the six-month period ended 31 December 2024
No performance rights were granted as part of the remuneration for the
six-month period ended 31 December 2024 (30 June 2024: nil).
Granted in previous periods Performance rights details Exercised Lapsed/ Cancelled Balance at Vested Unvested
end of the period
Grant date No. Value(1) No. Value No. Value No. Value No. No.
$ $ $ $
Group KMP -
Keith Coughlan 17/12/2020 2,400,000 2,088,000 - - - - 2,400,000 2,088,000 - -
Richard Pavlik 17/12/2020 1,200,000 1,044,000 - - - - 1,200,000 1,044,000 - -
((1)) The value of performance rights granted to key management personnel is
calculated as at the grant date based on the share price at grant date. As at
31 December 2024, management's assessment is that the performance rights will
vest as follows:
- 1,200,000 Class A performance rights before 2 March 2025, probability 0%
- 1,200,000 Class B performance rights before 2 March 2025, probability 0%
- 1,200,000 Class C performance rights before 2 March 2025, probability 0%
G. Equity instruments issued on exercise of remuneration options
No equity instruments were issued during the six-month period ended 31
December 2024 to Directors or other KMP.
H. Loans to Directors and key management personnel
No loans were issued to Directors or key management personnel during the
six-month period ended 31 December 2024. See section D for share loans
currently recognised from previous issue.
I. Company performance, shareholder wealth and Directors' and executives'
remuneration
The remuneration policy has been tailored to increase the direct positive
relationship between shareholders' investment objectives and Directors' and
executives' performance. This will be facilitated through the issue of options
to the majority of Directors and executives to encourage the alignment of
personal and shareholder interests. The Company believes this policy will be
effective in increasing shareholder wealth. At commencement of mine
production, performance-based bonuses based on key performance indicators are
expected to be introduced.
J. Other information - Shareholdings
Balance at start of period Granted as remuneration during the period Issued on exercise of options Other changes during the period Balance at end of the period
Name No. No. No. No. No.
Keith Coughlan 850,000 - - - 850,000
Indirect(1) 4,900,000 - - - 4,900,000
Richard Pavlik 300,000 - - - 300,000
Kiran Morzaria 200,000 - - - 200,000
Indirect(2) 6,140,363 - - - 6,140,363
Lincoln Bloomfield, Jr 525,000 - - - 525,000
12,915,363 - - - 12,915,363
((1)) Mr Coughlan held, at the end of 31 December 2024 , 850,000 shares direct
interest and 4,900,000 shares indirect interest held by Inswinger Holdings Pty
Ltd, an entity of which Mr Coughlan is a director and a shareholder.
((2)) Mr Morzaria is a director of Cadence Minerals plc, an entity which owns
6,140,363 shares in European Metals Holdings Limited. Mr Morzaria does not
exert control of the acquisition or disposal of the shares held by Cadence
Minerals and he is not a beneficiary.
K. Other transactions with key management personnel
Purchases from related parties are made on terms equivalent to those that
prevail in arm's length transactions.
From July 2024, the Company received company secretarial, accounting and
bookkeeping services of $100,015 plus GST from Nexia, a company at which the
spouse of Executive Chairman, Keith Coughlan, acts as key management
personnel. Amount payable to Nexia as at 31 December 2024 was $15,543 (30 June
2024: $37,969).
There were no other transactions with key management personnel during the
six-month period ended 31 December 2024.
L. Additional information
The earnings of the Group for the five years to 31 December 2024 are
summarised below:
six-month period ended 31 December 2024 For the year 30 30 30 30
June June June June
2024 2023 2022 2021
$ $ $ $ $
Sales revenue - - - - -
Loss after income tax (1,250,604) (3,355,576) (5,928,441) (6,802,895) (3,962,450)
EBITDA (1,218,042) (3,289,784) (5,876,476) (6,758,452) (3,892,419)
EBIT (1,243,778) (3,344,508) (5,925,349) (6,798,864) (3,901,295)
Reconciliation from EBITDA to the loss after income tax
Consolidated
six-month period ended 31 December 2024 For the year 30
June
2024
$ $
EBITDA (1,218,042) (3,289,784)
Interest (6,826) (11,068)
Depreciation (25,736) (54,724)
Loss after income tax (1,250,604) (3,355,576)
The factors that are considered to affect total shareholders return ('TSR')
are summarised below:
six-month period ended 31 December 2024 For the year 30 30 30 30
June June June June
2024 2023 2022 2021
Share price at financial period end ($) 0.17 0.28 0.83 0.65 1.60
Total dividends declared (cents per share) - - - - -
Basic earnings per share (cents per share) (0.60) (1.64) (3.14) (3.78) (2.39)
Diluted earnings per share (cents per share) (0.60) (1.64) (3.14) (3.78) (2.39)
This concludes the remuneration report, which has been audited.
This report is made in accordance with a resolution of Directors, pursuant to
section 298(2)(a) of the Corporations Act 2001.
On behalf of the Directors
___________________________
Keith Coughlan
EXECUTIVE CHAIRMAN
31 March 2025
Consolidated statement of profit or loss and other comprehensive income
For the six-month period ended 31 December 2024
Consolidated
Note six-month period ended 31 December 2024 For the year 30
June
2024
$ $
Finance Income 377,490 767,263
Other income - 127
Expenses
Share based payments 15 (#_ObpNote_TOC) 1,366,048 2,299,512
Share of loss of equity accounted investee 11 (#_NaeNote_TOC) (1,486,398) (2,301,708)
Professional fees (503,457) (1,268,139)
Employee benefits expense (309,418) (1,083,604)
Advertising and promotion (168,260) (547,634)
Travel and accommodation (95,263) (161,770)
Directors' fees (148,404) (272,539)
Share registry and listing expenses (70,067) (342,526)
Insurance expense (35,293) (78,366)
Audit fees 7 (#_OraNote_TOC) (58,160) (77,952)
Depreciation and amortisation expense (25,736) (54,724)
Facility, advance fee and finance costs (6,826) (11,068)
Foreign exchange gain/(loss) 98,769 46,202
Other expenses (185,629) (268,650)
Loss before income tax expense (1,250,604) (3,355,576)
Income tax expense 4 (#_AitNote_TOC) - -
Loss after income tax expense for the period (1,250,604) (3,355,576)
Other comprehensive income/(loss)
Items that may be reclassified subsequently to profit or loss
Exchange differences on translating foreign operations (370,368) 13,379
Exchange difference on translating investment in Geomet 11 (#_NaeNote_TOC) 836,346 (2,206,706)
Other comprehensive income/(loss) for the period, net of tax 465,978 (2,193,327)
Total comprehensive loss for the period (784,626) (5,548,903)
Cents Cents
Basic loss per share 8 (#_OepNote_TOC) (0.60) (1.64)
Diluted loss per share 8 (#_OepNote_TOC) (0.60) (1.64)
The above consolidated statement of profit or loss and other comprehensive
income should be read in conjunction with the accompanying notes.
Consolidated statement of financial position
As at 31 December 2024
Consolidated
Note 31 December 2024 30
June
2024
$ $
Assets
Current assets
Cash and cash equivalents 9 (#_CacNote_TOC) 3,524,484 4,727,375
Trade and other receivables 10 (#_CarNote_TOC) 349,385 391,942
Other assets 144,429 37,263
Total current assets 4,018,298 5,156,580
Non-current assets
Other assets 30,075 28,549
Right-of-use assets 141,281 166,211
Investments accounted for using the equity method 11 (#_NaeNote_TOC) 22,881,546 23,531,598
Advances to associate 12 (#_CayNote_TOC) 8,052,790 8,430,289
Property, plant and equipment 4,407 5,212
Total non-current assets 31,110,099 32,161,859
Total assets 35,128,397 37,318,439
Liabilities
Current liabilities
Trade and other payables 325,624 359,859
Employee benefits 326,350 310,832
Lease liabilities 49,086 45,917
Total current liabilities 701,060 716,608
Non-current liabilities
Employee benefits - 329
Lease liabilities 94,770 118,261
Total non-current liabilities 94,770 118,590
Total liabilities 795,830 835,198
Net assets 34,332,567 36,483,241
Equity
Issued capital 13 (#_EqcNote_TOC) 58,886,707 58,886,707
Reserves 14 (#_EqrNote_TOC) 2,811,041 7,684,597
Accumulated losses (27,365,181) (30,088,063)
Total equity 34,332,567 36,483,241
The above consolidated statement of financial position should be read in
conjunction with the accompanying notes.
Consolidated statement of changes in
equity
For the six-month period ended 31 December 2024
Issued Share based payment Foreign currency translation Accumulated Total equity
capital reserve reserve losses
Consolidated $ $ $ $ $
Balance at 1 July 2023 47,881,352 13,837,650 2,881,475 (31,274,176) 33,326,301
Loss after income tax expense for the period - - - (3,355,576) (3,355,576)
Other comprehensive loss for the period, net of tax - - (2,193,327) - (2,193,327)
Total comprehensive loss for the period - - (2,193,327) (3,355,576) (5,548,903)
Transactions with owners, recognised directly in equity:
Shares issued during the year (net of costs) 9,885,275 - - - 9,885,275
Exercise of options 1,120,080 - - - 1,120,080
Share-based payments (note 15) - (2,299,512) - - (2,299,512)
Transfer from performance rights/options reserve note 14a,c - (4,541,689) - 4,541,689 -
Balance at 30 June 2024 58,886,707 6,996,449 688,148 (30,088,063) 36,483,241
Issued Share based payment Foreign currency translation Accumulated Total equity
capital reserve reserve losses
Consolidated $ $ $ $ $
Balance at 1 July 2024 58,886,707 6,996,449 688,148 (30,088,063) 36,483,241
Loss after income tax expense for the period - - - (1,250,604) (1,250,604)
Other comprehensive income for the period, net of tax - - 465,978 - 465,978
Total comprehensive income/(loss) for the period - - 465,978 (1,250,604) (784,626)
Transactions with owners, recognised directly in equity:
Share-based payments (note 15) - (1,366,048) - - (1,366,048)
Transfer from performance rights/options reserve note 14b,d - (3,973,486) - 3,973,486 -
Balance at 31 December 2024 58,886,707 1,656,915 1,154,126 (27,365,181) 34,332,567
The above consolidated statement of changes in equity should be read in
conjunction with the accompanying notes.
Consolidated statement of cash flows
For the six-month period ended 31 December 2024
For the year 30
Note Consolidated six-month period ended 31 December 2024
$ June
2024
$
$
Cash flows from operating activities
Payments to suppliers and employees (1,652,575) (4,238,769)
Interest received 378,390 827,502
Payments for Cinovec associated costs - (10,334)
Net cash used in operating activities 16 (#_OcfNote_TOC) (1,274,185) (3,421,601)
Cash flows from investing activities
Payments for investments in associate - (11,391,585)
Payments for property, plant and equipment - (3,812)
Net cash used in investing activities - (11,395,397)
Cash flows from financing activities
Proceeds from issue of shares - 9,889,116
Share issue transaction costs - (3,841)
Proceeds from exercise of options - 1,120,080
Repayment of lease liabilities (43,514) (62,616)
Net cash (used in)/from financing activities (43,514) 10,942,739
Net decrease in cash and cash equivalents (1,317,699) (3,874,259)
Cash and cash equivalents at the beginning of the financial period 4,727,375 8,892,951
Effects of exchange rate changes on cash and cash equivalents 114,808 (291,317)
Cash and cash equivalents at the end of the financial period 9 (#_CacNote_TOC) 3,524,484 4,727,375
Note Consolidated six-month period ended 31 December 2024
$
For the year 30
June
2024
$
Cash flows from operating activities
$
Payments to suppliers and employees
(1,652,575)
(4,238,769)
Interest received
378,390
827,502
Payments for Cinovec associated costs
-
(10,334)
Net cash used in operating activities
16 (#_OcfNote_TOC)
(1,274,185)
(3,421,601)
Cash flows from investing activities
Payments for investments in associate
-
(11,391,585)
Payments for property, plant and equipment
-
(3,812)
Net cash used in investing activities
-
(11,395,397)
Cash flows from financing activities
Proceeds from issue of shares
-
9,889,116
Share issue transaction costs
-
(3,841)
Proceeds from exercise of options
-
1,120,080
Repayment of lease liabilities
(43,514)
(62,616)
Net cash (used in)/from financing activities
(43,514)
10,942,739
Net decrease in cash and cash equivalents
(1,317,699)
(3,874,259)
Cash and cash equivalents at the beginning of the financial period
4,727,375
8,892,951
Effects of exchange rate changes on cash and cash equivalents
114,808
(291,317)
Cash and cash equivalents at the end of the financial period
9 (#_CacNote_TOC)
3,524,484
4,727,375
The above consolidated statement of cash flows should be read in conjunction
with the accompanying notes.
Note 1. General information
The financial statements cover European Metals Holdings Limited as a Group
consisting of European Metals Holdings Limited and the entities it controlled
at the end of, or during, the period. The financial statements are presented
in Australian dollars, which is European Metals Holdings Limited's functional
and presentation currency.
European Metals Holdings Limited is a listed public company limited by shares,
incorporated and domiciled in Australia. Its registered office and principal
place of business is:
Ground Floor, 41 Colin Street
West Perth WA 6005
Telephone 08 6245 2050
Email www.europeanmet.com
A description of the nature of the Group's operations and its principal
activities are included in the Directors' report, which is not part of the
financial statements.
The financial statements were authorised for issue, in accordance with a
resolution of Directors, on 31 March 2025.
Note 2. Material accounting policy information
(a) Basis of preparation
These consolidated financial statements and notes represent those of European
Metals Holdings Limited ("EMH" or "the Company") and its Controlled Entities
(the "Consolidated Group" or "Group").
The consolidated financial statements are general purpose financial
statements, which have been prepared in accordance with Australian Accounting
Standards, Australian Accounting Interpretations, other authoritative
pronouncements of the Australian Accounting Standards Boards (AASB) and the
Corporations Act 2001. The Group is a for-profit entity for financial
reporting purposes under Australian Accounting Standards.
The accounting policies detailed below have been adopted in the preparation of
the financial report. Except for cash flow information, the consolidated
financial statements have been prepared on an accrual basis and are based on
historical cost, modified, where applicable, by the measurement at fair values
of selected non-current assets, financial assets and financial liabilities.
The Company is a listed public company, incorporated in Australia.
(i) New and Revised Accounting Standards Adopted by the
Group
The Group has adopted all the new or amended Accounting Standards and
Interpretations issued by the Australian Accounting Standards Board ("AASB")
that are mandatory for the current reporting period.
New and revised Accounting Standards for Application in Future Periods
Australian Accounting Standards and Interpretations that have recently been
issued or amended but are not yet mandatory, have not been early adopted by
the consolidated entity for the annual reporting period ended 31 December
2024. The consolidated entity's assessment of the impact of these new or
amended Accounting Standards and Interpretations, most relevant to the
consolidated entity, are set out below.
AASB 18 Presentation and Disclosure in Financial Statements
This standard is applicable to annual reporting periods beginning on or after
1 January 2027 and early adoption is permitted. The standard replaces IAS 1
'Presentation of Financial Statements', with many of the original disclosure
requirements retained and there will be no impact on the recognition and
measurement of items in the financial statements. But the standard will affect
presentation and disclosure in the financial statements, including introducing
five categories in the statement of profit or loss and other comprehensive
income: operating, investing, financing, income taxes and discontinued
operations. The standard introduces two mandatory sub-totals in the statement:
'Operating profit' and 'Profit before financing and income taxes'. There are
also new disclosure requirements for 'management-defined performance
measures', such as earnings before interest, taxes, depreciation and
amortisation ('EBITDA') or 'adjusted profit'. The standard provides enhanced
guidance on grouping of information (aggregation and disaggregation),
including whether to present this information in the primary financial
statements or in the notes. The consolidated entity will adopt this standard
from 1 January 2027, and it is expected that there will be a significant
change to the layout of the statement of profit or loss and other
comprehensive income.
(ii) Statement of Compliance
Australian Accounting Standards set out accounting policies that the AASB has
concluded would result in the financial statements containing relevant and
reliable information about transactions, events and conditions. Compliance
with Australian Accounting Standards ensures that the financial statements and
notes also comply with International Financial Reporting Standards as issued
by the IASB.
(ii) Reporting period and comparative information
The Company has changed its financial year end from 30 June to 31 December.
This financial report therefore relates to the six-month period ending 31
December 2024. The change of financial year end will align EMH with its main
project through its investment in associate, Geomet s.r.o, which has a
financial year end of 31 December. The comparative information relates to the
12-month period ended 30 June 2024 and therefore the comparative amounts
presented are not entirely comparable.
(iv) Going concern
The Group's financial statements have been prepared on the going concern
basis, which contemplates continuity of normal business activities and the
realisation of assets and the settlement of liabilities in the ordinary course
of business.
At 31 December 2024, the Group had a cash position of $3,524,484 (30
June 2024: $4,727,375) and a working capital surplus of $3,317,238 (30 June
2024: surplus of $4,439,972). For the six month period ended 31 December 2024,
the Group recorded a loss of $1,250,604 (12 month year ended 30 June 2024:
$3,355,576) and had net cash outflows from operating and investing activities
of $1,274,185 (12 month year ended 30 June 2024: cash outflow of $14,816,998).
The Group's cash flow forecast to 31 March 2026 indicates that
the Group will have sufficient funds to meet its current level of
operating costs. The Group will need to raise additional funds to meet its
investment activities in order to maintain its current level of ownership
in Geomet. Should the Company not be able to meet its proportional share of
future cash calls from Geomet, then it may be subject to a dilution of its
interest in Geomet based on a fair market value of shares represented by the
amount of the cash call not paid. The Group intends to maintain its current
investment strategy to maintain its current investment in Geomet, and as a
result, there is a material uncertainty that may cast significant doubt over
the entity's ability to continue as a going concern in respect to the current
investment strategy.
The Directors believe it is appropriate to prepare the financial report on a
going concern basis for the following reasons:
- the Group has a net asset position of $ 34,332,567 and a
cash balance of $ 3,524,484 as at reporting date.
- the Group continues its focus on maintaining an appropriate
level of corporate overheads in line with the available cash resources.
- if the Group cannot meet any future cash calls from Geomet, it
has the option of either raising additional funds through a capital raising or
diluting its interest in the event that it decides not to meet such cash
calls.
- the Group has the ability to raise further funds through a
capital raising as it has successfully demonstrated in the past.
Based on these factors, the directors believe that it is appropriate to
prepare the 31 December 2024 financial statements on a going concern basis.
In the event that the Company is not able to successfully complete any one
or more of the aforementioned activities, it may be unable to realise its
assets and discharge its liabilities in the normal course of business. The
financial statements do not include adjustments relating to the recoverability
and classification of recorded asset amounts, nor to the amounts and
classification of liabilities that might be necessary should the Company and
the Group not continue as a going concern.
(v) Critical accounting estimates and judgements
The application of accounting policies requires the use of judgements,
estimates and assumptions about carrying values of assets and liabilities that
are not readily apparent from other sources. The estimates and associated
assumptions are based on historical experience and other factors that are
considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions are recognised in the period in which the estimate is revised if it
affects only that period or in the period of the revision and future periods
if the revision affects both current and future periods.
Share-based payment transactions
The Group measures the cost of equity-settled transactions with employees and
consultants by reference to the estimated fair value of the equity instruments
at the date at which they are granted. These are expensed over the estimated
vesting periods. Judgement has been exercised on the probability and timing of
achieving milestones related to performance rights granted to Directors.
Recognition of deferred tax assets
Deferred tax assets relating to temporary differences and unused tax losses
have not been recognised
as the Directors are of the opinion that it is not probable that future
taxable profit will be available against which the benefits of the deferred
tax assets can be utilised.
Investment in associate
Control exists where the parent entity is exposed or has the rights to
variable returns from its involvement with the investee and has the ability to
affect those returns through its power over the investee. Power over the
investee exists when it has existing rights to direct the relevant activities
of the investee which are those which significantly affect the investee's
returns. Joint control is the contractually agreed sharing of control of an
arrangement, which exists only when decisions about the relevant activities
require the unanimous consent of the parties sharing control. Significant
influence exists if the Group holds 20% or more of the voting power of an
investee and has the power to participate in the financial and operating
policy decisions of the entity.
Judgements are required by the Group to consider the existence of control,
joint control or significant influence over an investee. The Group has
considered its investment in Geomet concluding the Group has significant
influence but not control or joint control. Control and joint control do not
exist as the Group does not direct and does not have the power to direct the
relevant activities of Geomet, this lies with the Geomet board, of which there
are only 2 directors out of 5 in common with the Group, and Geomet CEO and CFO
who are employed and work directly for Geomet.
(b) Income Tax
Current income tax expense charged to the profit or loss is the tax payable on
taxable income calculated using applicable income tax rates enacted, or
substantially enacted, as at reporting date. Current tax liabilities (assets)
are therefore measured at the amounts expected to be paid to (recovered from)
the relevant taxation authority.
Deferred income tax expense reflects movements in deferred tax asset and
deferred tax liability balances during the year as well unused tax losses.
Current and deferred income tax expense (income) is charged or credited
directly to equity instead of the profit or loss when the tax relates to items
that are credited or charged directly to equity.
Deferred tax assets and liabilities are ascertained based on temporary
differences arising between the tax bases of assets and liabilities and their
carrying amounts in the consolidated financial statements. Deferred tax assets
also result where amounts have been fully expensed but future tax deductions
are available. No deferred income tax will be recognised from the initial
recognition of an asset or liability, excluding a business combination, where
there is no effect on accounting or taxable profit or loss.
Deferred tax assets and liabilities are calculated at the tax rates that are
expected to apply to the period when the asset is realised or the liability is
settled, based on tax rates enacted or substantively enacted at reporting
date. Their measurement also reflects the manner in which management expects
to recover or settle the carrying amount of the related asset or liability.
Deferred tax assets relating to temporary differences and unused tax losses
are recognised only to the extent that it is probable that future taxable
profit will be available against which the benefits of the deferred tax asset
can be utilised. Where temporary differences exist in relation to investments
in subsidiaries, branches, associates, and joint ventures, deferred tax assets
and liabilities are not recognised where the timing of the reversal of the
temporary difference can be controlled, and it is not probable that the
reversal will occur in the foreseeable future.
Current tax assets and liabilities are offset where a legally enforceable
right of set-off exists and it is intended that net settlement or simultaneous
realisation, and settlement of the respective asset and liability will
occur. Deferred tax assets and liabilities are offset where a legally
enforceable right of set-off exists, the deferred tax assets and liabilities
relate to income taxes levied by the same taxation authority on either the
same taxable entity or different taxable entities where it is intended that
net settlement or simultaneous realisation and settlement of the respective
asset and liability will occur in future periods in which significant amounts
of deferred tax assets or liabilities are expected to be recovered or settled.
(c) Impairment of Assets
At the end of each reporting period the Group assesses whether there is an
indication that an asset may be impaired. If any such indication exists, or
when annual impairment testing for an asset is required, the Group makes an
estimate of the asset's recoverable amount. An asset's recoverable amount is
the higher of its fair value less costs to sell and its value in use and is
determined for an individual asset, unless the asset does not generate cash
inflows that are largely independent of those from other assets or groups of
assets and the asset's value in use cannot be estimated to be close to its
fair value. In such cases the asset is tested for impairment as part of the
cash-generating unit to which it belongs. When the carrying amount of an asset
or cash-generating unit exceeds its recoverable amount, the asset or
cash-generating unit is considered impaired and is written down to its
recoverable amount.
In assessing value in use, the estimated future 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.
Impairment losses relating to continuing operations are recognised in those
expense categories consistent with the function of the impaired asset unless
the asset is carried at revalued amount in which case the impairment loss is
treated as a revaluation decrease.
An assessment is also made at each reporting period as to whether there is any
indication that previously recognised impairment losses may no longer exist or
may have decreased. If such indication exists, the recoverable amount is
estimated. A previously recognised impairment loss is reversed only if there
has been a change in the estimates used to determine the asset's recoverable
amount since the last impairment loss was recognised. If that is the case the
carrying amount of the asset is increased to its recoverable amount. That
increased amount cannot exceed the carrying amount that would have been
determined, net of depreciation, had no impairment loss been recognised for
the asset in prior years.
Such reversal is recognised in profit or loss unless the asset is carried at
revalued amount, in which case the reversal is treated as a revaluation
increase. After such a reversal the depreciation charge is adjusted in future
periods to allocate the asset's revised carrying amount, less any residual
value, on a systematic basis over its remaining useful life.
(h) Segment reporting
An operating segment is a component of the Group that engages in business
activities from which it may earn revenues and incur expenses, including
revenues and expenses that relate to transactions with any of the Group's
other components. Operating segments' results are reviewed by the Group's
Executive Chairman to make decisions about resources to be allocated to the
segment and assess its performance, and for which discrete financial
information is available.
(i) Principles of Consolidation
The consolidated financial statements incorporate all of the assets,
liabilities and results of the parent European Metals Holdings Limited and all
of the subsidiaries. Subsidiaries are entities the parent controls. The parent
controls an entity when it is exposed to, or has rights to, variable returns
from its involvement with the entity and has the ability to affect those
returns through its power over the entity. A list of the subsidiaries is
provided in note 19.
The assets, liabilities and results of all subsidiaries are fully consolidated
into the financial statements of the Group from the date on which control is
obtained by the Group. The consolidation of a subsidiary is discontinued from
the date that control ceases. Intercompany transactions, balances and
unrealised gains or losses on transactions between Group entities are fully
eliminated on consolidation. Accounting policies of subsidiaries have been
changed and adjustments made where necessary to ensure uniformity of the
accounting policies adopted by the Group.
Equity interests in a subsidiary not attributable, directly or indirectly, to
the Group are presented as "non-controlling interests". The Group initially
recognises non-controlling interests that are present ownership interests in
subsidiaries and are entitled to a proportionate share of the subsidiary's net
assets on liquidation at either fair value or at the non-controlling
interests' proportionate share of the subsidiary's net assets. Subsequent to
initial recognition, non-controlling interests are attributed their share of
profit or loss and each component of other comprehensive income.
Non-controlling interests are shown separately within the equity section of
the statement of financial position and statement of comprehensive income.
(j) Share based payments
The grant date fair value of share-based payment awards granted to employees
is recognised as an employee expense, with a corresponding increase in equity,
over the period that the employees unconditionally become entitled to the
awards. The amount recognised as an expense is adjusted to reflect the number
of awards for which the related service and non-market vesting conditions are
expected to be met, such that the amount ultimately recognised as an expense
is based on the number of awards that do not meet the related service and
non-market performance conditions at the vesting date. For share-based payment
awards with non-vesting conditions, the grant date fair value of the
share-based payment is measured to reflect such conditions and there is no
true-up for differences between expected and actual outcomes.
Loan shares are treated similar to options and value is an estimate calculated
using an appropriate mathematical formula based on Black-Scholes option
pricing model. The choice of models and the resultant Loan share value
require assumptions to be made in relation to the likelihood and timing of the
vesting of the Loan shares and the value and volatility of the price of the
underlying shares.
(k) Foreign Currency Transactions and Balances
Functional and presentation currency
The functional currency of each of the Group's entities is measured using the
currency of the primary economic environment in which that entity operates.
The consolidated financial statements are presented in Australian dollars
which is the parent entity's functional and presentation currency.
Transaction and balances
Foreign currency transactions are translated into functional currency using
the exchange rates prevailing at the date of the transaction. Foreign currency
monetary items are translated at the year-end exchange rate. Non-monetary
items measured at historical cost continue to be carried at the exchange rate
at the date of the transaction. Non-monetary items measured at fair value are
reported at the exchange rate at the date when fair values were determined.
Exchange differences arising on the translation of monetary items are
recognised in Profit or Loss, except where deferred in equity as a qualifying
cash flow or net investment hedge. Exchange differences arising on the
translation of non-monetary items are recognised directly in equity to the
extent that the gain or loss is directly recognised in other comprehensive
income; otherwise the exchange difference is recognised in Profit or Loss.
Group companies
The financial results and position of foreign operations whose functional
currency is different from the Group's presentation currency are translated as
follows:
· Assets and liabilities are translated at year end exchange rates
prevailing at the end of the reporting period;
· Income and expenses are translated at average exchange rates for the
period; and
· Retained earnings are translated at the exchange rates prevailing at the
date of the transaction.
Exchange differences arising on translation of foreign operations recognised
in the other comprehensive income and included in the foreign currency
translation reserve in the Statement of Financial Position. These differences
are reclassified into Profit or Loss in the period in which the operation is
disposed.
(l) Investments in associates
Associates are entities over which the consolidated entity has significant
influence but not control or joint control. Investments in associates are
accounted for using the equity method. Under the equity method, the share of
the profits or losses of the associate is recognised in profit or loss and the
share of the movements in equity is recognised in other comprehensive income.
Investments in associates are carried in the statement of financial position
at cost plus post-acquisition changes in the consolidated entity's share of
net assets of the associate. Goodwill relating to the associate is included in
the carrying amount of the investment and is neither amortised nor
individually tested for impairment. Dividends received or receivable from
associates reduce the carrying amount of the investment.
When the consolidated entity's share of losses in an associate equal or
exceeds its interest in the associate, including any unsecured long-term
receivables, the consolidated entity does not recognise further losses, unless
it has incurred obligations or made payments on behalf of the associate.
The consolidated entity discontinues the use of the equity method upon the
loss of significant influence over the associate and recognises any retained
investment at its fair value. Any difference between the associate's carrying
amount, fair value of the retained investment and proceeds from disposal is
recognised in profit or loss.
Note 3. Determination of fair values
A number of the Group's accounting policies and disclosures require the
determination of fair value, for both financial and non-financial assets and
liabilities. Fair values have been determined for measurement and / or
disclosure purposes based on the following methods. When applicable, further
information about the assumptions made in determining fair values is disclosed
in the notes specific to that asset or liability.
When an asset or liability, financial or non-financial, is measured at fair
value for recognition or disclosure purposes, the fair value is based on the
price that would be received to sell an asset or paid to transfer a liability
in an orderly transaction between market participants at the measurement date;
and assumes that the transaction will take place either: in the principal
market; or in the absence of a principal market, in the most advantageous
market.
Fair value is measured using the assumptions that market participants would
use when pricing the asset or liability, assuming they act in their economic
best interests. For non-financial assets, the fair value measurement is based
on its highest and best use. Valuation techniques that are appropriate in the
circumstances and for which sufficient data are available to measure fair
value, are used, maximising the use of relevant observable inputs and
minimising the use of unobservable inputs.
Assets and liabilities measured at fair value are classified into three
levels, using a fair value hierarchy that reflects the significance of the
inputs used in making the measurements. Classifications are reviewed at each
reporting date and transfers between levels are determined based on a
reassessment of the lowest level of input that is significant to the fair
value measurement.
For recurring and non-recurring fair value measurements, external valuers may
be used when internal expertise is either not available or when the valuation
is deemed to be significant. External valuers are selected based on market
knowledge and reputation. Where there is a significant change in fair value of
an asset or liability from one period to another, an analysis is undertaken,
which includes a verification of the major inputs applied in the latest
valuation and a comparison, where applicable, with external sources of data.
Share-based payment transactions
The fair value of the employee share options is measured using the
Black-Scholes formula. Measurement inputs include share price on measurement
date, exercise price of the instrument, expected volatility (based on weighted
average historic volatility adjusted for changes expected due to publicly
available information), weighted average expected life of the instruments
(based on historical experience and general option holder behaviour), expected
dividends, and the risk-free interest rate (based on government bonds).
Service and non-market performance conditions attached to the transactions are
not taken into account in determining the fair value.
The fair value of consultant share options is measured at the fee for the
services received, except for when the fair value of the services cannot be
estimated reliably, in which case the fair value is measured using the
Black-Scholes formula.
The fair value of performance rights granted to Directors is measured using
the share price at grant date. Service and non-market performance conditions
attached to the transactions are not taken into account in determining the
fair value.
Note 4. Income tax expense
Consolidated
six-month period ended 31 December 2024 30
June
2024
$ $
(a) Income tax benefit
Current tax - -
Deferred tax - origination and reversal of temporary differences - -
Aggregate income tax expense - -
Deferred tax included in income tax expense comprises:
Decrease in deferred tax assets - -
Increase in deferred tax liabilities * - -
Deferred tax - origination and reversal of temporary differences - -
(b) Numerical reconciliation of income tax benefit and tax at the statutory
rate
Loss before income tax expense (1,250,604) (3,355,576)
Tax at the statutory tax rate of 25% (312,651) (838,894)
Tax effect amounts which are not deductible/(taxable) in calculating taxable
income:
Non-deductible expenses 490,387 854,198
Non-assessable income (341,512) (574,878)
Adjustments recognised in the current year in relation to the current tax of - (37,663)
previous years
Effect of temporary differences that would be recognised directly in equity - (960)
Temporary differences not recognised 163,776 598,197
Income tax expense - -
Consolidated
31 December 2024 30
June
2024
$ $
Deferred tax assets/(liabilities) not recognised
Deferred tax assets/(liabilities) not recognised comprises temporary
differences attributable to:
Tax losses 2,213,330 2,003,970
Other future deductions 672 768
Cash and cash equivalents (43,101) (16,449)
Trade and other receivables (1,466) (1,691)
Prepayment (36,107) (9,316)
Trade and other payables 9,203 6,734
Right-of-use assets (35,320) (41,553)
Lease liabilities 35,964 41,045
Employee benefits 85,337 81,228
Unrecognised net deferred tax asset 2,228,512 2,064,736
* Any capital gain on disposal of shares in Geomet held by EMH UK is
tax-exempt under the current UK legislation (Schedule 7AC of the Taxation of
Chargeable Gains Act 1992). For this reason, no deferred tax liability has
been recognised as at 31 December 2024.
The Company is a tax resident of Australia. The unused tax losses are
representative of losses incurred in Australia. These tax losses can only be
utilised in the future if the continuity of ownership test is passed, or
failing that, the business continuity test.
The Company is subject to UK taxation regulations in respect of European
Metals (UK) Limited.
Note 5. Related party transactions
Transactions between related parties are at arms' length and on normal
commercial terms and conditions no more favourable than those available to
other parties unless otherwise stated.
During the six-month period ended 31 December 2024, the Company received a
total of $488,438 (30 June 2024: $1,009,490) from its associate, Geomet s.r.o.
These amounts related mainly to recharges for management services provided for
the Cinovec project. The balance owing from Geomet s.r.o at 31 December 2024
is $94,802 (30 June 2024: $94,802). The Company's Executive Chairman also
received remuneration of $6,641 from Geomet s.r.o during the financial
period.
From July 2024, the Company received company secretarial, accounting and
bookkeeping services of $100,015 plus GST from Nexia, a company at which the
spouse of Executive Chairman, Keith Coughlan, acts as key management
personnel. Amount payable to Nexia as at 31 December 2024 was $15,543 (30
June 2024 : $37,969).
On 31 May 2023, an unsecured loan of $8,418,872 (initial value of CZK
121,000,000) was advanced to Geomet s.r.o by the Company. The loan is due for
repayment on 31 December 2028 and carries a fixed interest rate at 8.8% per
annum. There have been no further loan advancements or repayments made during
the year. Interest charged and paid for the year was $356,863 (CZK 5,442,311).
Closing balance of the loan is $8,052,790 (See note 12).
There were no other transactions with related parties during the financial
year.
Subsidiaries
Interests in subsidiaries are set out in note 19.
Key management personnel
Disclosures relating to key management personnel are set out in note 6 and the
remuneration report included in the Directors' report.
Note 6. Key management personnel disclosures
Refer to the Remuneration report contained in the Directors' report for
details of the remuneration paid or payable to each member of the Group's key
management personnel (KMP) for the six-month period ended 31 December 2024 and
year ended 30 June 2024.
The totals of remuneration paid to KMP during the year are as follows:
Consolidated
six-month period ended 31 December 2024 30
June
2024
$ $
Short-term benefits 374,578 867,840
Post-employment benefits 15,000 27,500
Annual leave and long service leave 22,793 195,098
412,371 1,090,438
Equity settled (877,477) (1,320,692)
(465,106) (230,254)
There were no loans to Key Management Personnel during the six-month period
ended 31 December 2024 (30 June 2024: nil). The total value of loan shares
at 31 December 2024 amounted to $940,625 (30 June 2024: $1,442,667). The fair
value of the remaining 1,350,000 loan shares is $940,625 at 31 December 2024
(See note 14).
Note 7. Remuneration of auditors
Consolidated
six-month period ended 31 December 2024 For the year 30
June
2024
Auditor's services $ $
Audit and review of financial report 43,554 65,677
Other services - 3,500
Under provision in prior year 14,606 8,775
58,160 77,952
Note 8. Earnings per share
Consolidated
six-month period ended 31 December 2024 For the year 30
June
2024
$ $
Loss after income tax (1,250,604) (3,355,576)
Number Number
Weighted average number of ordinary shares used in calculating basic earnings 207,444,705 204,755,046
per share
Cents Cents
Basic loss per share (0.60) (1.64)
Diluted loss per share (0.60) (1.64)
Potential ordinary shares of the Company consist of 6,000,000 options and
7,600,000 performance rights which were considered as being potentially
dilutive at balance date.
In accordance with AASB 133 'Earnings per Share' these options have been
excluded from the calculation of diluted loss per share due to their
antidilutive effect and as such, diluted loss per share is equal to basic loss
per share.
Note 9. Cash and cash equivalents
Consolidated
31 December 2024 30
June
2024
$ $
Current assets
Cash at bank 1,767,689 2,990,454
Cash on deposit 1,756,795 1,736,921
3,524,484 4,727,375
Note 10. Trade and other receivables
Consolidated
31 December 2024 30
June
2024
$ $
Current assets
Trade receivables 94,802 94,802
Other receivables 211,432 243,310
Interest receivable 5,862 6,762
BAS receivable 37,289 47,068
349,385 391,942
Note 11. Investments accounted for using the equity method
Consolidated
31 December 2024 30
June
2024
$ $
Non-current assets
Investments accounted for using equity method 22,881,546 23,531,598
Reconciliation
Reconciliation of the carrying amounts at the beginning and end of the current
and previous financial period are set out below:
Opening carrying amount 23,531,598 22,275,934
Increase in investment - 5,764,078
Share of loss - associates (1,486,398) (2,301,708)
Share of the movement in foreign currency translation reserve - associates 836,346 (2,206,706)
Closing carrying amount 22,881,546 23,531,598
Effective 28 April 2020 and up to 31 December 2024, Geomet was equity
accounted (i.e. 49% of share of the profit or loss of the investee after the
date of acquisition) for as Investment in Associate by EMH. The Company was
appointed to provide services of managing the Cinovec project development, see
note 5 for details.
Contingent liabilities, commitments and bank guarantees
Geomet had no contingent liabilities, commitments or bank guarantees at 31
December 2024.
31 December 2024 30
June
2024
$ $
Summarised statement of financial position
Current assets 7,368,336 10,679,067
Non-current assets 80,218,467 74,233,700
Total assets 87,586,803 84,912,767
Current liabilities 4,665,823 1,892,298
Non-current liabilities 16,644,730 15,963,209
Total liabilities 21,310,553 17,855,507
Net assets 66,276,250 67,057,260
six-month period ended 31 December 2024 30
June
2024
Summarised statement of profit or loss and other comprehensive income $ $
Revenue 340,242 1,409,179
Expenses (3,373,707) (6,058,543)
Loss for the year (3,033,465) (4,649,364)
Note 12. Advances to associate
Consolidated
31 December 2024 30
June
2024
$ $
Non-current assets
Advances to associate 8,052,790 8,430,289
On 31 May 2023 an unsecured loan of $8,418,872 (initial value of
CZK121,000,000) was advanced to Geomet s.r.o by the Company. The loan is due
for repayment on 31 December 2028 and carries a fixed interest rate at 8.8%
per annum.
Note 13. Issued capital
(a) Issued and paid up capital
Consolidated
31 December 2024 30 31 December 2024 30
June June 2024
2024
Shares Shares $ $
Issued capital 207,444,705 207,444,705 58,886,707 58,886,707
(b) Movements in shares
There have been no movements in shares during the six-month period ended 31
December 2024.
(c) Capital risk management
The Group's objectives when managing capital is to safeguard its ability to
continue as a going concern, so that it may continue to provide returns for
shareholders and benefits for other stakeholders.
The capital structure of the Group consists of equity comprising issued
capital, reserves and accumulated losses.
The Group does not have ready access to credit facilities, with the primary
source of funding being equity raisings. Therefore, the focus of the Group's
capital risk management is to maintain sufficient current working capital to
meet the requirements of the Group to meet exploration programs and corporate
overheads. The Group's strategy is to ensure appropriate liquidity is
maintained to meet anticipated operating requirements, with a view to
initiating appropriate capital raisings as required. The working capital
position of the Group at 31 December 2024 is as follows:
Consolidated
31 December 2024 30
June
2024
$ $
Cash and cash equivalents 3,524,484 4,727,375
Trade and other receivables 349,385 391,942
Other assets 144,429 37,263
Trade and other payables (325,624) (359,859)
Employee benefits (326,350) (310,832)
Lease liability (49,086) (45,917)
Working capital surplus 3,317,238 4,439,972
The Group is not subject to any externally imposed capital requirements.
Note 14. Reserves
Consolidated
31 December 2024 30
June
2024
$ $
Options reserve 14(a) 716,290 418,000
Performance shares reserve 14(b) - 3,471,444
Performance rights reserve 14(c) - 1,664,338
Loan shares reserve 14(d) 940,625 1,442,667
Foreign currency reserve 14(e) 1,154,126 688,148
2,811,041 7,684,597
(a) Option reserve
Consolidated
31 December 2024 30
June
2024
$ $
Balance at the beginning of the period 418,000 4,788,589
Share based payment expense 298,290 -
Transfer to retained earnings - (4,370,589)
Balance at the end of the period 716,290 418,000
The following options existed as at 30 June 2024 and 31 December 2024:
Balance at Issued during Exercised during Expired/ Balance at
cancelled during
Expiry date 30 the period the period the period 31
June December 2024
2024
Options @ 80 cents(1) 31/12/2025 1,000,000 - - - 1,000,000
Options @ 25 cents(2) 30/06/2026 - 5,000,000 - - 5,000,000
1,000,000 5,000,000 - - 6,000,000
((1)) 2,000,000 options exercisable at $0.80 on or before 31 December 2025 were
granted to consultants on 15 June 2023, subject to vesting conditions. The
share-based payment expense of $418,000 was recognised in the consolidated
statement of profit or loss and other comprehensive income in 30 June 2023 as
1,000,000 had met vesting conditions. 1,000,000 did not meet vesting
conditions and therefore lapsed on 28 March 2024.
((2)) 5,000,000 options exercisable at $0.25 on or before 30 June 2026 were granted
to consultants on 7 October 2024, they were not subject to vesting conditions
therefore the share-based payment expense of $298,290 was recognised in the
consolidated statement of profit or loss and other comprehensive income for
the six-month period ended 31 December 2024.
(b) Performance shares reserve
The Performance shares reserve records the fair value of performance shares
issued. No performance shares were on issue at 31 December 2024.
Date Number $
Balance at the beginning of the period 01/07/2024 - 3,471,444
Transfer to retained earnings - (3,471,444)
Balance at the end of the period - -
(c) Performance rights reserve
31 December 2024 31 December 2024 30 June 2024 30 June 2024
Number $ Number $
Balance at the beginning of the period 7,300,000 1,664,338 7,470,000 4,134,950
Granted 300,000 - - -
Converted - - (120,000) -
Cancelled - - (50,000) -
Movement(1) - (1,664,338) - (2,299,512)
Transfer to retained earnings - - - (171,100)
Balance at the end of the period 7,600,000 - 7,300,000 1,664,338
((1)) Movement relates to reassessment of probability of performance rights by
management during the six-month period ended 31 December 2024.
(d) Loan shares reserve
In prior years, remuneration in the form of an employee securities incentive
plan was issued to the Directors and employees to attract, motivate and retain
such persons and to provide them with an incentive to deliver growth and value
to shareholders.
The loan shares reserve records the fair value of the loan shares issued.
The loan shares represent an option arrangement. Loan shares vested
immediately. The key terms of the employee share plan and of each limited
recourse loan provided under the plan are as follows:
(i) The total loan equal to issue price multiplied by the number of plan
shares/shares applied for ("the Advance"), which shall be deemed to have been
drawn down at settlement upon issued of the loan shares.
(ii) The loan shall be interest free. However, if the advance is not repaid on or
before the repayment date, the Advance will accrue interest at the rate
disclosed in the plan from the business day after the repayment date until
the date the Advance is repaid in full.
(iii) All or part of the loan may be repaid prior to the Advance repayment Date.
Repayment date
(i) Notwithstanding paragraph iii. above, ("the borrower") may repay all or part
of the Advance at any time before the repayment date i.e. the repayment date
for 1,650,000 Director shares - 15 years after the date of loan advance and
the repayment date for 1,500,000 Employee shares - 7 years after the date of
loan advice.
(ii) The Loan is repayable on the earlier of:
(a) The repayment date;
(b) The plan shares being sold;
(c) The borrower becoming insolvent;
(d) The borrower ceasing to be employed by the Company; and
(e) The plan shares being acquired by a third party by way of an amalgamation,
arrangement, or formal takeover bid for not less than all the outstanding
shares.
Loan forgiveness
(i) The Board may, in its sole discretion, waive the right to repayment of all or
any part of the outstanding balance of an Advance where:
(a) The borrower dies or becomes permanently disabled; or
(b) The Board otherwise determines that such waiver is appropriate.
(ii) Where the Board waives repayment of the Advance in accordance with clause
6(a), the Advance is deemed to have been repaid in full for the purposes of
the plan in this agreement.
Sale of loan shares
(i) In accordance with the terms of the plan and the invitation, the loan shares
cannot be sold, transferred, assigned, charged or otherwise encumbered with
the plan shares except in accordance with the plan.
31 December 2024 31 December 2024 30 30
June June
2024 2024
Number $ Number $
Balance at the beginning of the period 1,350,000 1,442,667 1,350,000 1,442,667
Transfer to retained earnings - (502,042) - -
Balance at the end of the period 1,350,000 940,625 1,350,000 1,442,667
Loan shares entitle the holder to participate in dividends and the proceeds on
winding up of the Company in proportion to the number of shares held. On a
show of hands every holder of a share present at a meeting in person or by
proxy, is entitled to one vote, and in a poll each share is entitled to one
vote.
The Loan shares were issued to the executive members under the employee
securities incentive plan on 6 June 2018.
Holders of shares have the same entitlement benefits of holding the underlying
shares. Each share in the Company confers upon the Shareholder:
(1) the right to one vote at a meeting of the shareholders of the Company or on
any resolution of shareholders;
(2) the right to an equal share in any dividend paid by the Company; and
(3) the right to an equal share in the distribution of the surplus assets of the
Company on its liquidation.
Loan shares granted in prior years and existed during the financial period
ended 31 December 2024:
30 Repaid during 31 December 2024
June
2024
Number the period Number
Director Loan shares 1,350,000 - 1,350,000
1,350,000 - 1,350,000
No loan shares were granted/repaid during the financial period.
The total fair value of the loan shares was fully expensed in the consolidated
statement of profit or loss and other comprehensive income in the 30 June 2019
financial year.
A summary of the outstanding Director loan shares at 31 December 2024 and the
inputs used in the valuation of the loan shares issued to Directors are as
follows:
Loan shares Keith Coughlan Richard Pavlik Kiran Morzaria
Issue price $0.725 $0.725 $0.725
Share price at date of issue $0.70 $0.70 $0.70
Grant date 30/11/2017 30/11/2017 30/11/2017
Expected volatility 143.41% 143.41% 143.41%
Expiry date 30/11/2032 30/11/2032 30/11/2032
Expected dividends Nil Nil Nil
Risk free interest rate 2.47% 2.47% 2.47%
Value per loan $0.69676 $0.69676 $0.69676
Number of loan shares 850,000 300,000 200,000
Total value $592,245 $209,028 $139,352
(e) Foreign currency translation reserve
The foreign currency translation reserve records exchange differences arising
on translation of foreign controlled subsidiary and the Group's share of
foreign exchange movement in Geomet s.r.o.
Consolidated
31 December 2024 30
June
2024
$ $
Balance at the beginning of the period 688,148 2,881,475
Movement during the period 465,978 (2,193,327)
Balance at the end of the period 1,154,126 688,148
Note 15. Share-based payments
Number of options Weighted average exercise price Number of options Weighted average exercise price
31 December 2024 31 December 2024 30 30
June June
2024 2024
Outstanding at the beginning of the financial period 1,000,000 $0.80 2,000,000 $0.80
Granted 5,000,000 $0.25 - $0.00
Expired - $0.00 (1,000,000) $0.80
Outstanding at the end of the financial period 6,000,000 $0.34 1,000,000 $0.80
Exercisable at the end of the financial period 6,000,000 $0.34 1,000,000 $0.80
The weighted average remaining contractual life of options outstanding at the
end of the six-month period ended 31 December 2024 was 1.41 years (30 June
2024: 0.17 years).
During the six-month period ended 31 December 2024, the Group incurred a
share-based payment expense of $298,290 (30 June 2024: $47,686) and a reversal
of $1,664,339 (30 June 2024: $2,347,198) for a total reversal through the
consolidated statement of profit or loss and other comprehensive income for
the six month period ended 31 December 2024 of $1,366,048 (30 June 2024:
$2,299,512) resulting from the transactions detailed below.
(i) Share based payment arrangements granted in previous
years/periods and existing during the six-month period ended 31 December 2024:
● On 17 December 2020, 3,600,000 performance rights were granted to Directors.
The performance rights were valued at $3,132,000 at grant date and are being
expensed over the vesting period as noted below. For the period ended 31
December 2024, management assessed the probability of achieving the financial
hurdles to be 0% for its Class A, Class B and Class C performance rights, as a
result of which, a reversal of share based payment expense of $877,477 has
been recognised in the consolidated statement of profit or loss and other
comprehensive income for the six month period ended 31 December 2024.
Number Grant Expiry Share price on grant Value Total fair % vested
granted date date date per right value %
Class A((i)) 1,200,000 17/12/2020 02/03/2025 $0.87 $0.87 1,044,000 -
Class B((ii)) 1,200,000 17/12/2020 02/03/2025 $0.87 $0.87 1,044,000 -
Class C((iii)) 1,200,000 17/12/2020 02/03/2025 $0.87 $0.87 1,044,000 -
● On 22 February 2022, 900,000 performance rights were granted to a consultant.
The performance rights were valued at $1,044,000 at grant date and are being
expensed over the vesting period as noted below. For the period ended 31
December 2024, management assessed the probability of achieving the financial
hurdles to be 0% for its Class A, Class B and Class C performance rights, as a
result of which, a reversal of share- based payment expense of $270,773 has
been recognised in the consolidated statement of profit or loss and other
comprehensive income for the six month period ended 31 December 2024.
Number Grant Expiry Share price on grant Value Total fair % vested
granted date date date per right value %
Class A((i)) 300,000 22/02/2022 02/03/2025 $1.16 $1.16 348,000 -
Class B((iIi)) 300,000 22/02/2022 02/03/2025 $1.16 $1.16 348,000 -
Class C((ii)) 300,000 22/02/2022 02/03/2025 $1.16 $1.16 348,000 -
● On 27 February 2022, 1,200,000 performance rights were granted to a
consultant. The performance rights were valued at $1,368,000 at grant date and
are being expensed over the vesting period as noted below. For the period
ended 31 December 2024, management assessed the probability of achieving the
financial hurdles to be 0% for its Class A, Class B and Class C performance
rights, as a result of which, a reversal of share-based payment expense of
$354,345 has been recognised in the consolidated statement of profit or loss
and other comprehensive income for the six month period ended 31 December
2024.
Number Grant Expiry Share price on grant Value Total fair % vested
granted date date date per right value %
Class A((i)) 400,000 27/02/2022 02/03/2025 $1.14 $1.14 456,000 -
Class B((iii)) 400,000 27/02/2022 02/03/2025 $1.14 $1.14 456,000 -
Class C((ii)) 400,000 27/02/2022 02/03/2025 $1.14 $1.14 456,000 -
● On 29 August 2022, 750,000 performance rights were granted to an employee. The
performance rights were valued at $547,500 at grant date and are being
expensed over the vesting period as noted below. For the period ended 31
December 2024, management assessed the probability of achieving the financial
hurdles to be 0% for its Tranche 1, Tranche 2 and Tranche 3 performance
rights, as a result of which, a reversal of share-based payment expense of
$133,686 has been recognised in the consolidated statement of profit or loss
and other comprehensive income for the six month period ended 31 December
2024.
Number Grant Expiry Share price on grant Value Total fair % vested
granted date date date per right value %
Tranche 1((i)) 250,000 29/08/2022 02/03/2025 $0.73 $0.73 182,500 -
Tranche 2((ii)) 250,000 29/08/2022 02/03/2025 $0.73 $0.73 182,500 -
Tranche 3((iii)) 250,000 29/08/2022 02/03/2025 $0.73 $0.73 182,500 -
● On 14 December 2022, 100,000 performance rights were granted to an employee.
The performance rights were valued at $69,000 at grant date and are being
expensed over the vesting period as noted below. For the period ended 31
December 2024, management assessed the probability of achieving the financial
hurdles to be 0% for its Tranche 2 performance rights, as a result of which, a
reversal of share-based payment expense of $28,058 has been recognised in the
consolidated statement of profit or loss and other comprehensive income for
the six month period ended 31 December 2024.
Number Grant Expiry Share price on grant Value Total fair % vested
granted date date date per right value %
Tranche 2((iv)) 100,000 14/12/2022 20/12/2025 $0.69 $0.69 69,000 -
(ii) Share based payment arrangements granted during the six-month period
ended 31 December 2024:
● On 7 October 2024, 5,000,000 options were granted to consultants. The options
were valued at $298,290 at grant date and were fully expensed during the
six-month period ended 31 December 2024 as there were no vesting conditions
attached.
The options granted were valued using Black-Scholes model. The number of
securities granted, and valuation inputs are outlined below.
Options Share price Expected Risk-free Fair value
issued Grant Expiry at grant Exercise volatility rate at grant
No. date date date price % % date
Consultant options 5,000,000 07/10/2024 30/06/2026 $0.165 $0.25 85.26% 3.78% 298,290
● On 7 October 2024, 300,000 performance rights were granted to a consultant.
The performance rights were valued at $49,500 at grant date and are being
expensed over the vesting period as noted below. For the period ended 31
December 2024, management assessed the probability of achieving the financial
hurdles to be 0% for its Tranche 1, Tranche 2 and Tranche 3 performance
rights, as a result of which, no share-based payment expense has been
recognised in the consolidated statement of profit or loss and other
comprehensive income for the six month period ended 31 December 2024.
The above performance rights did not have market vesting conditions and
therefore have been valued at the share price on the grant date of 7 October
2024.
Number Grant Expiry Share price on grant Value Total fair % vested
granted date date date per right value %
Tranche 1((ii)) 100,000 07/10/2024 02/03/2025 $0.165 $0.165 16,500 -
Tranche 2((iii)) 100,000 07/10/2024 02/03/2025 $0.165 $0.165 16,500 -
Tranche 3((v)) 100,000 07/10/2024 02/03/2026 $0.165 $0.165 16,500 -
((i)) shall vest upon an announcement by the Company to the ASX stating that the
Company has executed an offtake agreement for at least 25% of the product
planned to be produced from the Cinovec Project.
((ii)) shall vest upon the attainment of Project Finance for the Cinovec Project.
((iii)) shall vest upon an announcement by the Company to the ASX stating that the
Company has made a Decision to Mine in respect of the Cinovec Project.
((iv)) shall vest upon an announcement by the Company to the ASX stating that the
Company has the detailed designs of the plant in connection with the Cinovec
Project.
((v)) shall vest upon successful commissioning of the LCP Plant, as specified in the
Definitive Feasibility Study.
Note 16. Cash flow information
(a) Reconciliation of loss after income tax to net cash used in operating
activities
Consolidated
six-month period ended 31 December 2024 30
June
2024
$ $
Loss after income tax expense for the period (1,250,604) (3,355,576)
Adjustments for:
Share-based payments (1,366,048) (2,299,512)
Finance costs 6,826 11,068
Foreign exchange differences (114,808) 300,381
Depreciation and amortisation 25,736 54,724
Share of loss - associates 1,486,398 2,301,708
Change in operating assets and liabilities:
Increase in trade and other receivables (48,129) (184,449)
Decrease in trade and other payables (28,745) (460,486)
Increase in other provisions 15,189 210,541
Net cash used in operating activities (1,274,185) (3,421,601)
(b) Credit standby facilities
The Company had no credit standby facilities as at 31 December 2024 and 30
June 2024.
(c) Investing and financing activities - non-cash
There were no non-cash investing or financing activities during the period.
Note 17. Operating segments
The accounting policies used by the Group in reporting segments are in
accordance with the measurement principles of Australian Accounting Standards.
The Group has identified its operating segments based on the internal reports
that are provided to the Board of Directors. According to AASB 8 Operating
Segments, two or more operating segments may be aggregated into a single
operating segment if the segments have similar economic characteristics, and
the segments are similar in each of the following respects:
• The nature of the products and services;
• The nature of the production processes;
• The type or class of customer for their products and services;
• The methods used to distribute their products or provide their
services; and
• If applicable, the nature of the regulatory environment, for
example; banking, insurance and public utilities.
Effective 28 April 2020, the Group has a 49% interest in Geomet s.r.o. which
is accounted for in accordance with AASB 128 Investment in Associates and
Joint Venture. Therefore, the Group has only one operating segment based on
geographical location. The Australian segment incorporates the services
provided to Geomet s.r.o. in relation to the Cinovec project development along
with head office and treasury function. Consequently, the financial
information for the sole operating segment is identical to the information
presented in these financial reports.
Note 18. Financial risk management
The Group's financial instruments consist mainly of deposits with banks, loans
to associated company, leases and accounts receivable and payable. The main
purpose of non-derivative financial instruments is to raise finance for
Group's operations. The Group does not speculate in the trading of derivative
instruments.
The Group holds the following financial instruments:
Consolidated
31 December 2024 30
June
2024
$ $
Financial assets
Cash and cash equivalents 3,524,484 4,727,375
Trade and other receivables 349,385 391,942
Other assets 174,504 65,812
Advances to associate 8,052,790 8,430,289
12,101,163 13,615,418
Financial liabilities
Trade and other payables 325,624 359,859
Lease liabilities 143,856 164,178
469,480 524,037
The fair value of the Group's financial assets and liabilities approximate
their carrying value.
Specific Financial Risk Exposures and Management
The Group's activities expose it to a variety of financial risks: market risk
(including currency risk, interest rate risk and price risk) credit risk and
liquidity risk.
(i) Market risk
The Board meets on a regular basis to analyse currency and interest rate
exposure and to evaluate treasury management strategies in the context of the
most recent economic conditions and forecasts.
Interest rate risk
Exposure to interest rate risk arises on financial assets and financial
liabilities recognised at the end of the reporting period whereby a future
change in interest rates will affect future cash flows or the fair value of
fixed rate financial instruments. The Group is also exposed to earnings
volatility on floating rate instruments. Interest rate risk is not material to
the Group as no interest-bearing debt arrangements have been entered into.
Price risk
Price risk relates to the risk that the fair value or future cash flows of a
financial instrument will fluctuate because of changes in market prices. The
Group is not exposed to significant price risk.
Foreign exchange risk
Exposure to foreign exchange risk may result in the fair value or future cash
flows of a financial instrument fluctuating due to movement in foreign
exchange rates of currencies in which the Group holds financial instruments
which are other than the AUD functional currency of the Group.
With instruments being held by overseas operations, fluctuations in foreign
currencies may impact on the Group's financial results. The Group's exposure
to foreign exchange risk is monitored by the Board. The majority of the
Group's funds are held in Australian dollars, British Sterling and the Euro.
At 31 December 2024, the Group has financial assets and liabilities
denominated in the foreign currencies detailed below:
31 December 2024 30 June 2024
Amount in EUR Amount in GBP Amount in CZK Amount in USD Amount in EUR Amount in GBP Amount in CZK Amount in USD
Cash and cash equivalents in EMH 1,207,125 51,328 - - 2,080,365 48,100 - -
Trade and other payables in EMH 8,380 1,960 - 86,942 56,224 27,871 - 8,823
Advances to associates in EMH UK - - 8,052,790 - - - 8,430,289 -
1,215,505 53,288 8,052,790 86,942 2,136,589 75,971 8,430,289 8,823
5% effect in foreign exchange rates 60,775 2,664 402,640 4,347 106,829 3,799 421,514 441
Other than intercompany balances and the advance to associate there were no
financial assets and liabilities denominated in foreign currencies for EMH UK.
(ii) Credit risk
Credit exposure represents the extent of credit related losses that the Group
may be subject to on amounts to be received from financial assets. Credit risk
arises principally from trade and other receivables. The objective of the
Group is to minimise the risk of loss from credit risk. The Group trades only
with creditworthy third parties. In addition, receivable balances are
monitored on an ongoing basis with the result that the Group's exposure to bad
debts is insignificant. The Group's maximum credit risk exposure is limited to
the carrying value of its financial assets as indicated on the Consolidated
Statement of Financial Position and notes to the consolidated financial
statements.
The credit quality of the financial assets was high during the period. The
table below details the credit quality of the financial assets at the end of
the period.
31 December 2024 30
June
2024
Financial assets Credit Quality $ $
Cash and cash equivalents held at Westpac Bank High 1,230,664 2,456,825
Cash and cash equivalents held at ANZ bank High 2,293,820 2,270,550
Bank guarantee held at ANZ bank High 30,075 28,549
Trade and other receivables 349,385 391,942
Other assets 144,429 37,263
Advances to associate 8,052,790 8,430,289
12,101,163 13,615,418
Management has considered the credit risk of the advance to associate. The
resources base, economic viability and development progress of the Cinovec
project supports the recoverability of the loan. The probability of default is
assessed as low due to the project's viability and Geomet' s ability to meet
its obligations of repayment.
(iii) Liquidity risk
Liquidity risk is the risk that the entity will not be able to meet its
financial obligations as they fall due. The objective of the Group is to
maintain sufficient liquidity to meet commitments under normal and stressed
conditions.
Prudent liquidity risk management implies maintaining sufficient cash and
marketable securities, and the availability of funding through an adequate
amount of committed credit facilities. The Group aims at maintaining
flexibility in funding by maintaining adequate reserves of liquidity.
The following are the contractual maturities of financial assets and financial
liabilities, including estimated interest receipts and payments and excluding
the impact of netting arrangements.
Carrying amount Contractual Cash flows 3 months 3-6 months 6-24 months >24 months
As at 31 December 2024 $ $ $ $ $ $
Financial assets
Cash and cash equivalents 3,524,484 3,524,484 3,524,484 - - -
Trade and other receivables 349,385 349,385 349,385 - - -
Other assets 174,504 174,504 144,429 - 30,075 -
Advances to associate 8,052,790 8,052,790 - - - 8,052,790
Cash inflows 12,101,163 12,101,163 4,018,298 - 30,075 8,052,790
Financial liabilities
Trade and other payables 325,624 325,624 325,624 - - -
Lease liabilities 143,856 143,856 7,176 14,679 102,504 19,497
Cash outflows 469,480 469,480 332,800 14,679 102,504 19,497
Carrying amount Contractual Cash flows 3 months 3-6 months 6-24 months >24 months
As at 30 June 2024 $ $ $ $ $ $
Financial assets
Cash and cash equivalents 4,727,375 4,727,375 4,727,375 - - -
Trade and other receivables 391,942 391,942 391,942 - - -
Other assets 65,812 65,812 37,263 - 28,549 -
Advances to associate 8,430,289 8,430,289 - - - 8,430,289
Cash inflows 13,615,418 13,615,418 5,156,580 - 28,549 8,430,289
Financial liabilities
Trade and other payables 359,859 359,859 359,859 - - -
Lease liabilities 164,178 164,178 6,576 13,746 96,188 47,668
Cash outflows 524,037 524,037 366,435 13,746 96,188 47,668
(iv) Interest rate risk
From time to time the Group has significant interest-bearing assets, but they
are as a result of the timing of equity raising and capital expenditure rather
than a reliance on interest income. The interest rate risk arises on the rise
and fall of interest rates. The Group's exposure to interest rate risk, which
is the risk that a financial instrument's value will fluctuate as a result of
changes in market interest rates and the effective weighted average interest
rate for each class of financial assets and financial liabilities comprises:
Weighted average Floating Fixed Non
interest rate interest rate interest rate interest bearing Total
As at 31 December 2024 % $ $ $ $
Financial assets
Cash and cash equivalents 1.00% 1,767,689 1,756,795 - 3,524,484
Trade and other receivables - - 349,385 349,385
Other assets 4.00% - 30,075 144,429 174,504
Advances to associate 8.80% - 8,052,790 - 8,052,790
1,767,689 9,839,660 493,814 12,101,163
Financial liabilities
Trade and other payables - - 325,624 325,624
Lease liabilities 9.02% - 143,856 - 143,856
- 143,856 325,624 469,480
Weighted average Floating Fixed Non
interest rate interest rate interest rate interest bearing Total
As at 30 June 2024 % $ $ $ $
Financial assets
Cash and cash equivalents 0.90% 2,990,454 1,736,921 - 4,727,375
Trade and other receivables - - 391,942 391,942
Other assets 5.33% - 28,549 37,263 65,812
Advances to associate 8.80% - 8,430,289 - 8,430,289
2,990,454 10,195,759 429,205 13,615,418
Financial liabilities
Trade and other payables - - 359,859 359,859
Lease liabilities 9.02% - 164,178 - 164,178
- 164,178 359,859 524,037
Cash flow sensitivity analysis for variable rate instruments
A change of 100 basis points in the interest rates at the reporting date would
have increased or decreased the Group's equity and profit or loss by $17,677
(30 June 2024: $29,905).
(v) Net fair value of financial assets and liabilities
The net fair value of cash and cash equivalents and non-interest-bearing
monetary assets and financial liabilities approximates their carrying values.
Note 19. Controlled entities
Subsidiaries of European Metals Holdings Limited are as follows:
Ownership interest
Principal place of business / 31 December 2024 30
June
2024
Name Country of incorporation % %
European Metals UK Limited (EMH UK) United Kingdom 100.00% 100.00%
EMH (Australia) Pty Ltd Australia 100.00% 100.00%
Note 20. Parent entity information
The following information has been extracted from the books and records of the
parent, European Metals Holdings Limited, and has been prepared in accordance
with Australian Accounting Standards.
Statement of financial position
Parent
31 December 2024 30
June
2024
$ $
Total current assets 4,018,298 5,156,580
Total non-current assets 19,999,423 20,023,039
Total assets 24,017,721 25,179,619
Total current liabilities 701,062 709,161
Total non-current liabilities 94,770 118,590
Total liabilities 795,832 827,751
Net assets 23,221,889 24,351,868
Equity
Issued capital 58,886,707 58,886,707
Options reserve 14(a) 716,290 418,000
Performance shares reserve 14(b) - 3,471,444
Performance rights reserve 14(c) - 1,664,338
Loan shares reserve 14(d) 940,625 1,442,667
Accumulated losses (37,321,733) (41,531,288)
Total Equity 23,221,889 24,351,868
Statement of profit or loss and other comprehensive income
Parent
six-month period ended 31 December 2024 30
June
2024
$ $
Profit/(loss) after income tax 236,067 (1,045,910)
Total comprehensive income/(loss) 236,067 (1,045,910)
Guarantees entered into by the parent entity in relation to the debts of its
subsidiaries
The parent entity had no guarantees in relation to the debts of its
subsidiaries as at 31 December 2024 and 30 June 2024.
Contingent liabilities
The parent entity had no contingent liabilities as at 31 December 2024 and
30 June 2024 .
Commitments
The parent entity had no commitments as at 31 December 2024 and 30 June 2024.
Material accounting policy information
The accounting policies of the parent entity are consistent with those of the
Group, as disclosed in note 2, except for the following:
● Investments in subsidiaries are accounted for at cost, less any impairment, in
the parent entity.
Note 21. Capital commitments
There are no capital commitments for the Group as at 31 December 2024 and 30
June 2024.
Note 22. Contingent liabilities
There are no contingent liabilities for the Group as at 31 December 2024 and
30 June 2024.
Note 23. Events after the reporting period
No matter or circumstance has arisen since 31 December 2024 that has
significantly affected, or may significantly affect the Group's operations,
the results of those operations, or the Group's state of affairs in future
financial years.
Basis of preparation
This consolidated entity disclosure statement (CEDS) has been prepared in
accordance with the Corporations Act 2001 and includes information for each
entity that was part of the consolidated entity as at the end of the financial
period in accordance with AASB 10 Consolidated Financial Statements.
Determination of tax residency
Section 295 (3A)(vi) of the Corporation Act 2001 defines tax residency as
having the meaning in the Income Tax Assessment Act 1997. The determination of
tax residency involves judgement as there are different interpretations that
could be adopted, and which could give rise to a different conclusion on
residency.
In determining tax residency, the consolidated entity has applied the
following interpretations:
● Australian tax residency the consolidated entity has applied current
legislation and judicial precedent, including having regard to the Tax
Commissioner's public guidance in Tax Ruling TR 2018/5
● Foreign tax residency where necessary, the consolidated entity has used
independent tax advisers in foreign jurisdictions to assist in its
determination of tax residency to ensure applicable foreign tax legislation
has been complied with (see section 295(3A)(vii) of the Corporations Act
2001).
Place formed / Ownership interest
Entity name Entity type Country of incorporation % Tax residency
European Metals Holding Limited Body corporate Australia 100.00% Australia
European Metals UK Limited (EMH UK) Body corporate United Kingdom 100.00% United Kingdom
EMH (Australia) Pty Ltd Body corporate Australia 100.00% Australia
In the Directors' opinion:
● the attached financial statements and notes comply with the Corporations Act
2001, the Accounting Standards, the Corporations Regulations 2001 and other
mandatory professional reporting requirements;
● the attached financial statements and notes comply with International
Financial Reporting Standards as issued by the International Accounting
Standards Board as described in note 2 to the financial statements;
● the attached financial statements and notes give a true and fair view of the
Group's financial position as at 31 December 2024 and of its performance for
the financial period ended on that date;
● there are reasonable grounds to believe that the Company will be able to pay
its debts as and when they become due and payable; and
● the information disclosed in the attached consolidated entity disclosure
statement is true and correct.
The Directors have been given the declarations required by section 295A of the
Corporations Act 2001.
Signed in accordance with a resolution of Directors made pursuant to section
295(5)(a) of the Corporations Act 2001.
On behalf of the Directors
___________________________
Keith Coughlan
EXECUTIVE CHAIRMAN
31 March 2025
The shareholder information set out below was applicable as at 14 March 2025.
Distribution of shareholders
Number Percentage of
of
shareholders shareholders
Category (size of holding) %
1 - 1,000 575 0.16%
1,001 - 5,000 729 0.92%
5,001 - 10,000 344 1.32%
10,001 - 100,000 483 7.59%
100,001 - and over 165 90.01%
2,296
Unmarketable Parcel
The number of shareholdings held in less than marketable parcels is 1,013.
On-market Buy Back
At the date of this report, the Company is not involved in an on-market
buyback.
Voting Rights
Every member present at a meeting in person or by proxy shall have one vote
for each share conducted via a poll.
Restricted Securities
There are no restricted securities under escrow at the date of this report.
Substantial holders
Number Percentage of
of
shares/ DI's held capital held
Shareholder %
MR RICHARD KELLER (including his associated entities) 16,874,000 8.13%
EUROPEAN BANK FOR RECONSTRUCTION AND DEVELOPMENT (held under EUROCLEAR 12,315,213 5.94%
NOMINEES LIMITED EOC01>)
BNP PARIBAS NOMINEES PTY LTD CLEARSTREAM> 11,766,672 5.67%
20 Largest Shareholders
Number Percentage of
of
shares/ DI's held capital held
Rank Shareholder %
1 ARMCO BARRIERS PTY LTD 13,644,000 6.58%
2 EUROCLEAR NOMINEES LIMITED EOC01> 12,371,555 5.96%
3 BNP PARIBAS NOMINEES PTY LTD CLEARSTREAM> 11,766,672 5.67%
4 J P MORGAN NOMINEES AUSTRALIA PTY LIMITED 9,857,087 4.75%
5 HARGREAVES LANSDOWN (NOMINEES) LIMITED 15942> 8,358,360 4.03%
6 EUROPEAN ENERGY & INFRASTRUCTURE GROUP LIMITED 6,343,007 3.06%
7 CITICORP NOMINEES PTY LIMITED 6,291,761 3.03%
8 INTERACTIVE INVESTOR SERVICES NOMINEES LIMITED SMKTISAS> 5,304,714 2.56%
9 BARCLAYS DIRECT INVESTING NOMINEES LIMITED CLIENT1> 5,013,595 2.42%
10 HARGREAVES LANSDOWN (NOMINEES) LIMITED VRA> 4,727,704 2.28%
11 INSWINGER HOLDINGS PTY LTD 3,900,000 1.88%
12 VIDACOS NOMINEES LIMITED CLRLUX> 3,670,535 1.77%
13 LAWSHARE NOMINEES LIMITED SIPP> 3,571,480 1.72%
14 BNP PARIBAS NOMINEES PTY LTD IB AU NOMS RETAILCLIENT> 3,419,612 1.65%
15 INTERACTIVE BROKERS LLC IBLLC2> 3,305,822 1.59%
16 HSDL NOMINEES LIMITED MAXI> 3,129,408 1.51%
17 INTERACTIVE INVESTOR SERVICES NOMINEES LIMITED SMKTNOMS> 2,969,972 1.43%
18 MORGAN STANLEY CLIENT SECURITIES NOMINEES LIMITED SEG> 2,249,710 1.08%
19 WILGUS INVESTMENTS PTY LTD 2,210,000 1.07%
20 BNP PARIBAS NOMS PTY LTD 2,208,268 1.06%
Total Top 20 shareholders 114,313,262
Unquoted Securities
The Company has on issue:
Number Number
of of
Unquoted Security Expiry Date securities holders
Unlisted options exercisable at $0.80 31/12/2025 1,000,000 1
Unlisted options exercisable at $0.25 30/06/2026 5,000,000 2
Performance rights 20/12/2025 100,000 1
Performance rights 02/03/2026 100,000 1
Holders of unquoted securities are not entitled to vote at a General Meeting
of Members in person, by proxy or upon a poll, in respect of their holding.
Consistency with Business Objectives
The Group has used its cash and assets in a form readily convertible to cash
that it had at the time of listing in a way consistent with its stated
business objectives.
Tenement Schedule
Interest at Interest at
Permit Code Deposit beginning of quarter Acquired / disposed end of
quarter
% %
Exploration Area Cinovec N/A 100% N/A 100%
Exploration Area Cinovec II N/A 100% N/A 100%
Exploration Area Cinovec III N/A 100% N/A 100%
Exploration Area Cinovec IV N/A 100% N/A 100%
Preliminary Mining Permit Cinovec II Cinovec South 100% N/A 100%
Preliminary Mining Permit Cinovec III Cinovec East 100% N/A 100%
Preliminary Mining Permit Cinovec IV Cinovec NorthWest 100% N/A 100%
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. END FR SDWSAFEISELDRecent news on European Metals Holdings
See all newsREG - European Metals Hldg - Notice of AGM
AnnouncementREG - European Metals Hldg - Quarterly Activities/Appendix 5B Cash Flow Report
AnnouncementREG - European Metals Hldg - USD 36m JTF Grant Approved for Cinovec Project
AnnouncementREG - European Metals Hldg - Corporate Governance Statement
AnnouncementREG - European Metals Hldg - Transitional Annual Report to Shareholders
Announcement