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REG - European Metals Hldg - Half-year Report

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RNS Number : 1669Z  European Metals Holdings Limited  12 September 2025

The information contained within this announcement is deemed by the Company to
constitute inside information under the Market Abuse Regulation (EU) No.
596/2014 ("MAR") as it forms part of UK domestic law by virtue of the European
Union (Withdrawal) Act 2018 and is disclosed in accordance with the Company's
obligations under Article 17 of MAR.

 

 For immediate release

 

12 September 2025

EUROPEAN METALS HOLDINGS LIMITED

 

Interim Financial Report for the six months ended 30 June 2025

The Directors of European Metals Holdings Limited (ASX & AIM: EMH, OTCQX:
EMHXY, ERPNF and EMHLF) ("European Metals" or the "Company") are pleased to
release its interim financial report for the half-year ended 30 June 2025.

A copy of the European Metals Half Year Report is also available from the
Company's website at www.europeanmet.com (http://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

 Sujana Karthik, Company Secretary              Tel: +61 8 6245 2050

                                                Email: cosec@europeanmet.com (mailto:cosec@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

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
half-year ended 30 June 2025.

 

Directors

The following persons were Directors of European Metals Holdings Limited
during the whole of the financial half-year 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 (Resigned 14th July 2025)

 

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. Mr Vos resigned as Company
Secretary on 14 July 2025.

 

Ms Sujana Karthik (Appointed 14th July 2025)

 

Ms Karthik was appointed as Company Secretary on 14 July 2025. Ms. Karthik is
a Certified Practicing Accountant (CPA), Chartered Secretary (CS) and holds a
Bachelor of Commerce in Accounting. She is also an Associate Member of the
Governance Institute of Australia (AGIA). Ms. Karthik is a seasoned corporate
executive with expertise in financial management, financial reporting
services, corporate governance, risk and compliance management. Ms. Karthik
has over a decade of experience in accounting and corporate compliance. Ms.
Karthik has previously served as Chief Financial Officer and Company Secretary
for a number of ASX-listed and unlisted Companies.

 

Principal activities

The Group is primarily involved in the exploration activities of the Cinovec
lithium project in the Czech Republic.

 

Results of Operations

The loss for the Group after providing for income tax amounted to $2,754,685
(31 December 2024: $1,250,604).

 

Significant changes in the state of affairs

There were no significant changes in the state of affairs of the Group during
the financial half-year.

 

Review of operations

European Metals Holdings Limited ("the Group") achieved significant progress
during the half year in advancing the Cinovec Lithium Project ("Cinovec" or
"the Project"), the largest hard rock lithium deposit in Europe. Alongside
steady technical development, the Project benefited from a rapidly
strengthening macroeconomic and policy environment that supports the strategic
importance of securing domestic European lithium supply. This combination of
favourable market tailwinds and strong project execution is positioning
Cinovec as a cornerstone of Europe's battery materials supply chain.

 

Growing Macro Tailwinds for Lithium

 

The global transition to electric mobility and renewable energy storage
continues to drive unprecedented demand for lithium. Within Europe, government
and industry commitments to carbon neutrality, accelerated by the European
Green Deal and the Fit for 55 package, are creating a strong policy
environment for the rapid expansion of lithium-ion battery production. The
European Union is forecast to require more than 18 times its current lithium
supply by 2030 to meet battery demand.

In parallel, the implementation of the EU Critical Raw Materials Act (CRMA)
has placed a clear focus on establishing secure, domestic supply chains for
critical minerals. Lithium has been identified as essential for the green and
digital transition, and projects such as Cinovec are expected to play a
central role in achieving these targets. These macro tailwinds provide a
favourable backdrop for the Project, underpinning long-term demand and pricing
outlooks.

 

Cinovec Declared a Strategic Project under EU CRMA

 

In March 2025, the European Commission designated Cinovec as a Strategic
Project under the CRMA. This milestone recognition underscores Cinovec's
importance in supplying battery-grade lithium chemicals to Europe's rapidly
expanding battery supply chain.

Strategic Project status brings explicit support from European institutions,
including access to funding programs, and ensures that permitting is subject
to accelerated and simplified timelines. This designation significantly
de-risks the Project and highlights its centrality to Europe's green energy
transition, securing lithium supply for automotive, energy storage, and
defence sectors.

 

Cinovec Declared a Strategic Deposit by Czech Government

 

The Czech Government has further reinforced Cinovec's importance by
designating it as a Strategic Deposit under the Czech Construction Code. This
classification simplifies and expedites permitting, reduces bureaucratic
burdens, and prioritises environmental reviews. It ensures that Cinovec's
development will proceed with greater predictability and speed, supporting the
Czech Republic's industrial strategy and the European Union's energy security
goals.

 

USD 36 million Just Transition Fund Grant

 

In April 2025, Cinovec was awarded a CZK 800 million (US$36 million) grant
under the European Union's Just Transition Fund (JTF). The grant represents a
clear endorsement of Cinovec by both Czech and European authorities and
provides non-dilutive capital to accelerate development.

The funding will be applied to fast-track critical path items and ensure
timely progress towards construction. Conditions tied to the grant, including
submission of the Environmental Impact Assessment (EIA) by 31 December 2025
and approval by 30 June 2026, align with the Project's existing permitting
timetable. The JTF grant is not only a financial benefit but also a powerful
signal of institutional support for Cinovec.

 

Definitive Feasibility Study and Environmental Permitting

 

The DFS, led by DRA Global, is advancing across all workstreams and remains on
track, targeted for completion in October 2025. Technical progress includes
flowsheet optimisation, test work indicating potential reagent and waste
reductions, and bulk materials handling studies. Importantly, these
enhancements are not delaying the DFS timetable.

Preparatory work for the EIA is underway, with submission targeted for year
end. The EIA is a central component of both Czech permitting requirements and
the conditions attached to the JTF grant. Together, the DFS and EIA represent
critical milestones in transitioning Cinovec from development into
construction readiness.

 

Preliminary Mining Permit Secured for Cinovec South

 

Following the reporting period, Geomet, the Company's subsidiary, was granted
a Preliminary Mining Permit covering Cinovec South. Valid for eight years
until 2033, the permit secures priority rights to apply for a Final Mining
Permit and, when consolidated with existing permits, provides complete
coverage of the Cinovec orebody.

This milestone ensures Cinovec is legally positioned to progress seamlessly
into mining once construction is approved, consolidating development rights
across the deposit.

 

Funding Pathway Secured to Complete DFS

 

During August 2025, Geomet issued an €11.0 million cash call to fund the
completion of the DFS. EMH's share of €5.39 million (~A$9.67 million) has
been secured through a combination of a targeted A$3.0 million placement and
proactive refinancing of the Dukla loan and/or land sales.

This approach ensures that Cinovec remains fully funded through DFS completion
while minimising shareholder dilution. The funding pathway reflects prudent
financial management and reinforces the Company's commitment to delivering
value from the Project.

 

Outlook

 

Cinovec continues to advance at a time when macro tailwinds, policy support,
and market demand for lithium are intensifying. With Strategic Project and
Strategic Deposit designations, EU and Czech funding support, and a clear
permitting and financing pathway, the Project is ideally positioned to
transition into Europe's first major domestic producer of battery-grade
lithium chemicals.

The Board believes that Cinovec's scale, location, ESG credentials, and
institutional support combine to make it one of the most important critical
minerals projects currently in development globally. The coming period will
focus on completing the DFS, advancing permitting, and preparing for the
construction phase, all against a backdrop of unprecedented lithium demand
growth.

 

Matters subsequent to the end of the financial half-year

On 14 July 2025, Mr Henko Vos resigned as Company Secretary and was replaced
by Ms Sujana Karthik, who was appointed to the position effective the same
date.

 

On 18 August 2025, the Company announced that Geomet a.s. (the Cinovec project
company) had issued a €11 million Cash Call to fund completion of the DFS.
Under the project ownership structure, the Group's share of this cash call is
€5.39 million (~A$9.67 million), payable by 10 October 2025.

To support its funding obligations, the Company completed a placement of 18.75
million ordinary shares at an issue price of $0.16 per share, raising $3
million (before costs).

In addition, subsequent to the end of the financial half year, the Group
executed a sale agreement for Dukla loan originally advanced to Geomet in 2023
for the acquisition of land at Dukla, which had been contemplated as the site
of the Lithium Chemical Plant. Following the decision to relocate the plant
to Prunéřov, most of the Dukla land is no longer required. Consistent with
the Group's strategy to minimise shareholder dilution, the sale agreement had
been signed prior to the reporting date and the proceeds applied to the Cash
Call.

 

No other matter or circumstance has arisen since 30 June 2025 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.

 

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.

 

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.

 

This report is made in accordance with a resolution of directors, pursuant to
section 306(3)(a) of the Corporations Act 2001.

 

On behalf of the Directors

 

 ___________________________
 Keith Coughlan
 EXECUTIVE CHAIRMAN

 12 September 2025

 

 European Metals Holdings Limited
 Statement of profit or loss and other comprehensive income
 For the half-year ended 30 June 2025

 

                                                                      Consolidated
                                                                Note  30           31 December 2024

                                                                      June

                                                                      2025
                                                                      $            $
 Finance Income                                                       406,643      377,490

 Expenses
 Share of loss of equity accounted investee                     4     (1,410,400)  (1,486,398)
 Foreign exchange gain/(loss)                                         76,852       98,769
 Share based payments                                                 -            1,366,048
 Employee benefits expense                                            (332,164)    (309,418)
 Directors' fees                                                      (133,301)    (148,404)
 Depreciation and amortisation expense                                (25,722)     (25,736)
 Share registry and listing expenses                                  (83,560)     (70,067)
 Professional fees                                                    (812,531)    (503,457)
 Audit fees                                                           (48,751)     (58,160)
 Insurance expense                                                    (34,409)     (35,293)
 Travel and accommodation                                             (11,757)     (95,263)
 Advertising and promotion                                            (176,452)    (168,260)
 Facility, advance fee and finance costs                              (5,872)      (6,826)
 Other expenses                                                       (163,261)    (185,629)

 Loss before income tax expense                                       (2,754,685)  (1,250,604)

 Income tax expense                                                   -            -

 Loss after income tax expense for the half-year                      (2,754,685)  (1,250,604)

 Other comprehensive profit

 Items that may be reclassified subsequently to profit or loss
 Exchange differences on translating foreign operations               720,158      (370,368)
 Exchange difference on translating investment in Geomet        4     2,009,100    836,346

 Other comprehensive profit for the half-year, net of tax             2,729,258    465,978

 Total comprehensive loss for the half-year                           (25,427)     (784,626)
                                                                      Cents        Cents

 Basic loss per share                                           3     (1.33)       (0.60)
 Diluted loss per share                                         3     (1.33)       (0.60)

  European Metals Holdings Limited
 Statement of financial position
 As at 30 June 2025
                                            Consolidated
                                Note        30            31 December 2024

                                            June

                                            2025
                                            $             $

 Assets

 Current assets
 Cash and cash equivalents                  996,340       3,524,484
 Trade and other receivables                793,289       349,385
 Other assets                               59,208        144,429
 Total current assets                       1,848,837     4,018,298

 Non-current assets
 Other assets                               30,785        30,075
 Right-of-use assets                        116,351       141,281
 Investment in associate        4           26,074,527    22,881,546
 Advances to associate          7           8,766,132     8,052,790
 Property, plant and equipment              3,615         4,407
 Total non-current assets                   34,991,410    31,110,099

 Total assets                               36,840,247    35,128,397

 Liabilities

 Current liabilities
 Trade and other payables       8           2,183,504     325,624
 Employee benefits                          227,603       326,350
 Lease liabilities                          52,271        49,086
 Total current liabilities                  2,463,378     701,060

 Non-current liabilities
 Lease liabilities                          69,729        94,770
 Total non-current liabilities              69,729        94,770

 Total liabilities                          2,533,107     795,830

 Net assets                                 34,307,140    34,332,567

 Equity
 Issued capital                 5           58,886,707    58,886,707
 Reserves                       6           5,540,299     2,811,041
 Accumulated losses                         (30,119,866)  (27,365,181)

 Total equity                               34,307,140    34,332,567

 

 

Consolidated

Note

30

June

2025

31 December 2024

 

$

$

 

 

 

Assets

 

 

 

 

 

 

 

Current assets

 

 

 

Cash and cash equivalents

 

996,340

3,524,484

Trade and other receivables

 

793,289

349,385

Other assets

 

59,208

144,429

Total current assets

 

1,848,837

4,018,298

 

 

 

 

Non-current assets

 

 

 

Other assets

 

30,785

30,075

Right-of-use assets

 

116,351

141,281

Investment in associate

4

26,074,527

22,881,546

Advances to associate

7

8,766,132

8,052,790

Property, plant and equipment

 

3,615

4,407

Total non-current assets

 

34,991,410

31,110,099

 

 

 

 

Total assets

 

36,840,247

35,128,397

 

 

 

 

Liabilities

 

 

 

 

 

 

 

Current liabilities

 

 

 

Trade and other payables

8

2,183,504

325,624

Employee benefits

 

227,603

326,350

Lease liabilities

 

52,271

49,086

Total current liabilities

 

2,463,378

701,060

 

 

 

 

Non-current liabilities

 

 

 

Lease liabilities

 

69,729

94,770

Total non-current liabilities

 

69,729

94,770

 

 

 

 

Total liabilities

 

2,533,107

795,830

 

 

 

 

Net assets

 

34,307,140

34,332,567

 

 

 

 

Equity

 

 

 

Issued capital

5

58,886,707

58,886,707

Reserves

6

5,540,299

2,811,041

Accumulated losses

 

(30,119,866)

(27,365,181)

 

 

 

 

Total equity

 

34,307,140

34,332,567

 

 

 

 

 European Metals Holdings Limited
 Statement of changes in equity
 For the half-year ended 30 June 2025

 

                                                           Issued      Share based      Foreign currency     Accumulated   Total equity

                                                           capital     payment reserve  translation 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 half-year           -           -                -                    (1,250,604)   (1,250,604)
 Other comprehensive profit for the half-year, net of tax  -           -                465,978              -             465,978

 Total comprehensive profit/(loss) for the half-year       -           -                465,978              (1,250,604)   (784,626)

 Transactions with owners in their capacity as owners:
 Transfer from performance rights/options reserve          -           (3,973,486)      -                    3,973,486     -
 Share-based payments                                      -           (1,366,048)      -                    -             (1,366,048)

 Balance at 31 December 2024                               58,886,707  1,656,915        1,154,126            (27,365,181)  34,332,567

 

                                                           Issued      Share based      Foreign currency     Accumulated   Total equity
                                                           capital     payment reserve  translation reserve  losses
 Consolidated                                              $           $                $                    $             $

 Balance at 1 January 2025                                 58,886,707  1,656,915        1,154,126            (27,365,181)  34,332,567

 Loss after income tax expense for the half-year           -           -                -                    (2,754,685)   (2,754,685)
 Other comprehensive profit for the half-year, net of tax  -           -                2,729,258            -             2,729,258

 Total comprehensive profit/(loss) for the half-year       -           -                2,729,258            (2,754,685)   (25,427)

 Balance at 30 June 2025                                   58,886,707  1,656,915        3,883,384            (30,119,866)  34,307,140

 

 

 

 European Metals Holdings Limited
 Statement of cash flows
 For the half-year ended 30 June 2025

 

                                                                              Consolidated
                                                                        Note  30           31 December 2024

                                                                              June

                                                                              2025
                                                                              $            $

 Cash flows from operating activities
 Payments to suppliers and employees                                          (1,702,056)  (1,652,575)
 Interest received                                                            215,892      378,390
 Recharges for management services                                            1,486,927    -

 Net cash from/(used in) operating activities                                 763          (1,274,185)

 Cash flows from investing activities
 Payments for investments in associate                                  4     (2,594,281)  -

 Net cash used in investing activities                                        (2,594,281)  -

 Cash flows from financing activities
 Repayment of lease liabilities                                               (16,507)     (43,514)

 Net cash used in financing activities                                        (16,507)     (43,514)

 Net decrease in cash and cash equivalents                                    (2,610,025)  (1,317,699)
 Cash and cash equivalents at the beginning of the financial half-year        3,524,484    4,727,375
 Effects of exchange rate changes on cash and cash equivalents                81,881       114,808

 Cash and cash equivalents at the end of the financial half-year              996,340      3,524,484

 

 

 

 European Metals Holdings Limited
 Notes to the financial statements
 30 June 2025

 

Note 1. Basis of preparation

 

a. Statement of compliance

The half year financial report is a general purpose financial report prepared
in accordance with the Corporations Act 2001 and AASB 134 'Interim Financial
Reporting'. Compliance with AASB 134 ensures compliance with International
Financial Reporting Standard IAS 34 'Interim Financial Reporting'. The half
year report does not include notes of the type normally included in an annual
financial report and shall be read in conjunction with the annual report for
the transitional year ended 31 December 2024 and any public announcements made
by the company during the interim reporting period in accordance with the
continuous disclosure requirements of the Corporations Act 2001.

 

b. Basis of preparation

The consolidated financial statements have been prepared on the basis of
historical cost, except where applicable for the revaluation of certain
non-current assets and financial instruments. Cost is based on the fair values
of the consideration given in exchange for assets. All amounts are presented
in Australian dollars, unless otherwise noted.

The accounting policies and methods of computation adopted in the preparation
of the half year financial report are consistent with those adopted and
disclosed in the Group's 2024 transitional annual financial report for the
six-month period ended ended 31 December 2024, except for the impact of the
Standards and Interpretations described below. These accounting policies are
consistent with Australian Accounting Standards and with International
Financial Reporting Standards. The classification of comparative figures has
been changed where the change improves the understandability of the financial
information.

 

c. 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 30 June 2025, the Group had a cash position of $996,340 (31 December
2024: $3,524,484) and a working capital surplus of $614,541 (31 December 2024:
surplus of $3,317,238). For the half-year, the Group recorded a loss of
$2,754,685 (6 month period ended 31 December 2024: loss of $1,250,604) and had
net cash outflows of $2,610,025 (6 month period ended 31 December 2024: cash
outflows of $1,317,699).

The Group's cash flow forecast to 30 September 2026 indicates that
the Group will have sufficient funds to meet its current level of
operating costs. However. the Group will be required to raise additional
funds to support its investment activities in order to maintain its current
level of ownership in Geomet. As at 30 June 2025, no binding commitment
existed; however, subsequent to the reporting date, on 28 July 2025, Geomet
issued a cash call of €8.96 million, of which the Group's share is €5.39
million (~A$9.67 million), payable by 10 October 2025. The Group has paid €1
million (~A$1.78 million) towards this obligation in August 2025, and a
further EUR 4.39 million will be paid on or before 10 October 2025 including
the proceeds from the sale of the Dukla loan. Should the Group not be able to
meet its proportional share of any cash calls, its interest in Geomet may be
diluted under the terms of the Shareholders' Agreement. 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 nevertheless consider it appropriate to prepare the financial
report on a going concern basis, having regard to the following:

 -  the Group has a net asset position of $34,307,140 and a cash balance of
    $996,340 as at reporting date;
 -  the Group continues its focus on maintaining an appropriate level of corporate
    overheads in line with the available cash resources;
 -  the Group's demonstrated ability to raise capital, including the $3 million
    raised subsequent to period end; and
 -  the completion of the refinancing of the Dukla loan, which will provide
    funding in time to meet the Group's cash call obligations.

 

Based on these factors, the directors believe that it is appropriate to
prepare the 30 June 2025 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.

 

d. Changes in accounting policies, accounting standards and interpretations

The accounting policies adopted in the preparation of the interim consolidated
financial statements are consistent with those followed in the preparation of
the Group's transitional annual consolidated financial statements for the year
ended 31 December 2024. All applicable new standards and interpretations
effective since 1 January 2025 have been adopted. There was no significant
impact on the Group.

 

e. 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.

 

Note 2. 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 3. Loss per share

 

                        Consolidated
                        30           31 December 2024

                        June

                        2025
                        $            $

 Loss after income tax  (2,754,685)  (1,250,604)

 

                                                                                Number       Number

 Weighted average number of ordinary shares used in calculating basic loss per  207,444,705  207,444,705
 share

 Weighted average number of ordinary shares used in calculating diluted loss    207,444,705  207,444,705
 per share

 

                         Cents   Cents

 Basic loss per share    (1.33)  (0.60)
 Diluted loss per share  (1.33)  (0.60)

 

Potential ordinary shares of the Company consist of 6,000,000 options 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 4. Investment in associate

 

                                                                             Consolidated
                                                                             30           31 December 2024

                                                                             June

                                                                             2025
                                                                             $            $

 Investments accounted for using equity method                               26,074,527   22,881,546

 Reconciliation
 Reconciliation of the carrying amounts at the beginning and end of the
 current half-year and previous financial period are set out below:

 Opening carrying amount                                                     22,881,546   23,531,598
 Share of loss - associates                                                  (1,410,400)  (1,486,398)
 Share of the movement in foreign currency translation reserve - associates  2,009,100    836,346
 Increase in investment(1)                                                   2,594,281    -

 Closing carrying amount                                                     26,074,527   22,881,546

 

 (1)  On 2 May 2025 the Company made EUR 1,470,000 additional contributions to the
      equity outside of the registered capital of its associate to maintain its 49%
      shareholding.

 

Note 5. Issued capital

 

(a) Issued and paid up capital

 

                 Consolidated
                 30           31 December 2024  30          31 December 2024

                 June                           June

                 2025                           2025
                 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 half-year.

 

Note 6. Reserves

 

                                            Consolidated
                                            30         31 December 2024

                                            June

                                            2025
                                            $          $

 Options reserve 6(a)                       716,290    716,290
 Loan shares reserve 6(c)                   940,625    940,625
 Foreign currency translation reserve 6(d)  3,883,384  1,154,126

                                            5,540,299  2,811,041

 

(a) Option reserve

                                            Consolidated
                                            30       31 December 2024

                                            June

                                            2025
                                            $        $

 Balance at the beginning of the half-year  716,290  418,000
 Share based payment expense                -        298,290
 Balance at the end of the half-year        716,290  716,290

 

The following options existed as at 31 December 2024 and 30 June 2025:

                                  Balance at      Issued      Exercised during  Expired/           Balance at

cancelled during
                                                  during
                     Expiry date  31              the         the               the                30

                                  December 2024   half-year   half-year         half-year          June

                                                                                                   2025

 Options @ 80 cents  31/12/2025   1,000,000       -           -                 -                  1,000,000
 Options @ 25 cents  30/06/2026   5,000,000       -           -                 -                  5,000,000
                                  6,000,000       -           -                 -                  6,000,000

 

(b) Performance rights reserve

                                            30            30       31 December 2024   31 December 2024 

                                            June         June

                                            2025         2025 
                                            Number       $         Number            $

 Balance at the beginning of the half-year  7,600,000    -         7,300,000         1,664,338
 Granted                                    -            -         300,000           -
 Cancelled/Expired                          (7,400,000)  -         -                 -
 Movement(1)                                -            -         -                 (1,664,338)
 Balance at the end of the half-year        200,000      -         7,600,000         -

 

 ((1))  Movement relates to reassessment of probability of performance rights by
        management during the 6 month period ended 31 December 2024.

 

(c) Loan shares reserve

                                            30         30       31 December 2024  31 December 2024

                                            June       June

                                            2025       2025
                                            Number     $        Number            $

 Balance at the beginning of the half-year  1,350,000  940,625  1,350,000         1,442,667
 Transfer to retained earnings              -          -        -                 (502,042)
 Balance at the end of the half-year        1,350,000  940,625  1,350,000         940,625

 

Loan shares granted in prior years and existed during the financial half-year
ended 30 June 2025:

                       31 December 2024  Repaid during the  30

                                                            June

                                                            2025
                       Number            half-year          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 half-year.

 

(d) 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
                                            30         31 December 2024

                                            June

                                            2025
                                            $          $

 Balance at the beginning of the half-year  1,154,126  688,148
 Movement during the half-year              2,729,258  465,978
 Balance at the end of the half-year        3,883,384  1,154,126

 

Note 7. Advances to associate

 

                        Consolidated
                        30         31 December 2024

                        June

                        2025
                        $          $

 Advances to associate  8,766,132  8,052,790

 

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. The movement in the loan is due to foreign exchange.

 

Note 8. Trade and other payables

 

                 Consolidated
                 30         31 December 2024

                 June

                 2025
                 $          $

 Trade payables  390,940    165,745
 Other payables  1,792,564  159,879

                 2,183,504  325,624

 

Note 9. 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 half-year, the Company received a total of $1,486,927 (31 December
2024: $488,438) 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 30 June 2025 is $275,736 (31 December 2024:
$94,802). The Company's Executive Chairman also received remuneration of
$10,336 from Geomet s.r.o during the financial period.

The Company paid $403,636 as remuneration to directors and key management
personnel of the Company during the half-year.

From January to March 2025, the Company received company secretarial,
accounting and bookkeeping services of $42,390 plus GST from Nexia, a company
at which the spouse of Executive Chairman, Keith Coughlan, was acting as key
management personnel.

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. Interest charged for the half-year was $377,435 (CZK 5,353,578),
$182,053 was paid and the remainder is sitting as receivable. There have been
no further loan advancements or repayments made during the half-year. Closing
balance of the loan is $8,766,132 (See note 7).

There were no other transactions with related parties during the financial
year.

 

Note 10. Contingent liabilities and commitments

 

Commitment - Geomet a.s. Cash Call

 

Subsequent to the reporting date, on 28 July 2025, the Board of Geomet a.s.
issued a Cash Call Notice to the Company and other shareholders under Clause
13.2 of the Shareholders' Agreement, requiring a pro rata contribution of
€8,960,000 in aggregate. The Group's share of this cash call is €5.39
million (~A$9.67 million), payable by 10 October 2025.

The Group made a payment of €1 million (~A$1.78 million) Cash Call in August
2025. In addition, the proceeds from the sale of the Dukla loan will be
applied against the Cash Call and any remaining amount of the Cash Call will
be paid before 10 October 2025.

Accordingly, as at 30 June 2025, the Group was not yet committed to fund the
cash call. The obligation arose subsequent to reporting date and represents a
non-adjusting event after the reporting period.

The Group has disclosed this as a commitment rather than recognising a
liability in the financial statements as at 30 June 2025.

 

Contingent Liability - Dilution Risk

 

Under the Shareholders' Agreement, should the Group fail to meet its
proportional share of any future cash calls from Geomet, its ownership
interest in Geomet may be diluted in favour of those shareholders that do
contribute, based on the fair market value of the shares represented by the
unpaid cash call. As at the date of this report, no such dilution has
occurred.

 

Other Commitments and Contingent Liabilities

 

There have been no other material changes in the Group's contingent
liabilities or commitments since the last reporting date, other than those
disclosed above.

 

Note 11. Events after the reporting period

 

On 14 July 2025, Mr Henko Vos resigned as Company Secretary and was replaced
by Ms Sujana Karthik, who was appointed to the position effective the same
date.

 

On 18 August 2025, the Company announced that Geomet a.s. (the Cinovec project
company) had issued a €11 million Cash Call to fund completion of the DFS.
Under the project ownership structure, the Group's share of this cash call is
€5.39 million (~A$9.67 million), payable by 10 October 2025.

To support its funding obligations, the Company completed a placement of 18.75
million ordinary shares at an issue price of $0.16 per share, raising $3
million (before costs).

In addition, subsequent to the end of the financial half year, the Group
executed a sale agreement for Dukla loan originally advanced to Geomet in 2023
for the acquisition of land at Dukla, which had been contemplated as the site
of the Lithium Chemical Plant. Following the decision to relocate the plant
to Prunéřov, most of the Dukla land is no longer required. Consistent with
the Group's strategy to minimise shareholder dilution, the sale agreement had
been signed prior to the reporting date and the proceeds applied to the Cash
Call.

 

No other matter or circumstance has arisen since 30 June 2025 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.

 

In the directors' opinion:

 

 ●    the attached financial statements and notes comply with the Corporations Act
      2001, Australian Accounting Standard AASB 134 'Interim Financial Reporting',
      the Corporations Regulations 2001 and other mandatory professional reporting
      requirements;

 

 ●    the attached financial statements and notes give a true and fair view of the
      Group's financial position as at 30 June 2025 and of its performance for the
      financial half-year ended on that date; and

 

 ●    there are reasonable grounds to believe that the Company will be able to pay
      its debts as and when they become due and payable.

 

Signed in accordance with a resolution of directors made pursuant to section
303(5)(a) of the Corporations Act 2001.

 

On behalf of the directors

 

 ___________________________
 Keith Coughlan
 EXECUTIVE CHAIRMAN

 12 September 2025

 

INDEPENDENT AUDITOR'S REVIEW REPORT

 

To the members of European Metals Holdings Limited

 

Report on the Half-Year Financial Report

Conclusion

We have reviewed the half-year financial report of European Metals Holdings
Limited (the Company) and its subsidiaries (the Group), which comprises the
statement of financial position as at 30 June 2025, the statement of profit or
loss and other comprehensive income, the statement of changes in equity and
the statement of cash flows for the half-year ended on that date, material
accounting policy information and other explanatory information, and the
directors' declaration.

Based on our review, which is not an audit, we have not become aware of any
matter that makes us believe that the accompanying half-year financial report
of the Group does not comply with the Corporations Act 2001 including:

i.   Giving a true and fair view of the Group's financial position as at 30
June 2025 and of its financial performance for the half-year ended on that
date; and

ii.  Complying with Accounting Standard AASB 134 Interim Financial Reporting
and the Corporations Regulations 2001.

Basis for conclusion

We conducted our review in accordance with ASRE 2410 Review of a Financial
Report Performed by the Independent Auditor of the Entity. Our
responsibilities are further described in the Auditor's Responsibilities for
the Review of the Financial Report section of our report. We are independent
of the Company in accordance with the auditor independence requirements of the
Corporations Act 2001 and the ethical requirements of the Accounting
Professional and Ethical Standards Board's APES 110 Code of Ethics for
Professional Accountants (including Independence Standards) (the Code) that
are relevant to the audit of the annual financial report in Australia. We have
also fulfilled our other ethical responsibilities in accordance with the Code.

We confirm that the independence declaration required by the Corporations Act
2001 which has been given to the directors of the Company, would be the same
terms if given to the directors as at the time of this auditor's review
report.

Material uncertainty relating to going concern

We draw attention to Note 1(c) in the financial report which describes the
events and/or conditions which give rise to the existence of a material
uncertainty that may cast significant doubt about the Group's ability to
continue as a going concern and therefore the Group may be unable to realise
its assets and discharge its liabilities in the normal course of business. Our
conclusion is not modified in respect of this matter.

 

Responsibility of the directors for the financial report

The directors of the company are responsible for the preparation of the
half-year financial report that gives a true and fair view in accordance with
Australian Accounting Standards and the Corporations Act 2001 and for such
internal control as the directors determine is necessary to enable the
preparation of the half-year financial report that is true and fair and is
free from material misstatement, whether due to fraud or error.

Auditor's responsibility for the review of the financial report

Our responsibility is to express a conclusion on the half-year financial
report based on our review. ASRE 2410 requires us to conclude whether we
have become aware of any matter that makes us believe that the
half-year financial report is not in accordance with the Corporations Act
2001 including giving a true and fair view of the Group's financial
position as at 30 June 2025 and its performance for the half-year ended on
that date, and complying with Accounting Standard AASB 134 Interim Financial
Reporting and the Corporations Regulations 2001.

A review of a half-year financial report consists of making enquiries,
primarily of persons responsible for financial and accounting matters, and
applying analytical and other review procedures. A review is substantially
less in scope than an audit conducted in accordance with Australian Auditing
Standards and consequently does not enable us to obtain assurance that we
would become aware of all significant matters that might be identified in an
audit. Accordingly, we do not express an audit opinion.

 

BDO Audit Pty Ltd

 

Glyn O'Brien

Director

 

Perth, 12 September 2025

 

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