RCS - European Green Trans - Intention to float on the AIM market

hVIVOAnnouncement

18/03/2024 08:45

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RNS Number : 1396H  European Green Transition Limited  18 March 2024

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This announcement is an advertisement and not an admission document or a
prospectus and does not constitute or form part of an offer to sell or issue
or a solicitation of an offer to subscribe for or buy any securities nor
should it be relied upon in connection with any contract or commitment
whatsoever in any jurisdiction. Potential investors should not purchase or
subscribe for any transferable securities referred to in this announcement
except on the basis of the information in the final form of an admission
document (the "Admission Document") which may be published by a newly
incorporated holding company in due course in connection with the proposed
admission of its issued and to be issued ordinary shares ("Shares") to trading
on AIM, a market operated by London Stock Exchange plc ("AIM"). Copies of the
Admission Document will, following publication, be available during normal
business hours on any day (except Saturdays, Sundays and public holidays) at
the registered office of the Company and online at
www.europeangreentransition.com, subject to applicable securities laws or
regulations. Upon such publication the Admission Document will supersede this
this announcement and the information contained herein in its entirety and
your investment decision, if any, must be made only on the basis of the
information contained therein. It should be noted that an investment in any
transferable securities referred to in this announcement carries a number of
risks and that the value of investments may go down as well as up.  Investors
should take independent advice from a person experienced in advising on
investment in securities such as those referred to in this announcement if
they are in doubt.

 

European Green Transition Ltd

("European Green Transition", "EGT" or "the Company")

Intention to float on the AIM market of the London Stock Exchange

 

European Green Transition ("EGT"), a company developing a portfolio of green
economy assets in Europe which aims to capitalise on the opportunity created
by the green energy transition, announces its intention to conduct a fundraise
("Fundraise") and to list its ordinary shares on AIM, a market of the London
Stock Exchange ("Admission").

Panmure Gordon is acting as Nominated Adviser, sole bookrunner and broker to
the Company on its proposed Fundraise and Admission. The Company also intends
to launch a retail offering through the Bookbuild platform and a further
announcement will be made in due course.

Developing a Portfolio of Green Economy Assets through a Disciplined M&A
Focused Model

·      EGT's business model is to develop a portfolio of green economy
assets in Europe, capitalising on Europe's green energy transition. The
Company intends to implement a disciplined M&A focused model and has
already acquired a portfolio of assets, notably their principal Olserum Rare
Earth Element (REE) project.

·      The Company intends to utilise its experienced team and Board to
acquire further green economy assets in Europe, with a particular focus on
distressed and/or undervalued assets, which includes critical  materials
projects, solar projects, wind projects, rehabilitation projects and
processing projects.

·      EGT has already identified a pipeline of additional green economy
assets, some of which the Directors believe could be acquired for a fraction
of the capital that has previously been invested in them.

·      Through capital-efficient investment and operational expertise,
EGT intends to advance its projects to build a sustainable, profitable
business with the optionality to sell or partner certain assets with large
financial investors or industry players.

Experienced Leadership Team with Strong Track Record (1)

·      EGT is managed by a highly qualified, experienced team with
extensive small cap public company experience including Cathal Friel
(co-founder, largest shareholder and Non-Executive Director), Aiden Lavelle
(CEO and Chartered Geologist with 16 years' industry experience) and Jack
Kelly (CFO and Chartered Accountant with extensive experience in M&A).

·      The EGT team and Board have a strong track record of establishing
and scaling M&A focused companies in the public market, including:

o  Cove Energy plc: IPO completed in 2009, acquired distressed asset from the
Artumas Group, completed a trade sale in 2012 for US$1.9 billion.

o  Amryt Pharma plc: IPO completed in 2016, acquired distressed and/or
undervalued assets (Birken AG, Aegerion Pharmaceuticals Inc and Chiasma Inc),
completed a trade sale in 2023 for US$1.48 billion.

o  hVIVO plc (formerly named Open Orphan plc): IPO completed in 2019,
acquired distressed assets Venn Life Sciences plc (c. £4 million) and hVIVO
plc (c. £13 million), current market cap c. £197 million(2).

Existing Portfolio of Assets in Europe (3)

·      The Company's principal asset is the Olserum REE project in
Sweden, which EGT aims to progress towards obtaining a 25-year exploitation
permit.

·      REEs are a set of 17 metallic elements which are crucial
components to the green transition used in a range of high-tech devices
including electric vehicles and wind turbines.

·      The Olserum project is one of Sweden's projects of "National
Interest" as designated by the Swedish Geological Survey and the directors
believe it has the potential to become Europe's first operating rare earths
mine.

·      EGT will look to capitalise upon the significant forecast
shortage of REEs(4) by monetising the asset through sale or partnership with
financial institutions and/or industry players. Therefore, crucially, EGT does
not intend to develop a mine but is confident in its ability to find third
parties to acquire or partner on the project.

·      In addition, the Company owns copper and graphite assets in
northern Sweden and critical mineral projects in Saxony, Germany, all of which
have defined potential and tangible upside.

Strong Market Tailwinds and Focus on Environmental, Social & Governance
Considerations

·      EGT expects to benefit from the European Critical Raw Materials
Act (CRMA), which has been established to address critical supply shortages in
Europe. The CRMA sets clear objectives around extraction, refining and
processing, recycling and external sourcing of critical minerals for the EU.

·      The global market for REEs is forecast to more than double to $21
billion in the next 10 years.(5) REEs are crucial components in the production
of permanent magnets found in wind turbines, with each standard 3 MW direct
drive wind turbine containing 2 tonnes of REEs.

·      Maintaining high ESG standards is at the forefront of all of
EGT's activities and the Company intends to maintain its environmental and
social practices across all projects, engaging with local communities and
stakeholders throughout.

Use of Proceeds and Admission

·      The net proceeds of the Fundraise will be used primarily to
execute on EGT's capital-efficient development programmes and to support the
acquisition of additional green economy assets.

·      Cathal Friel, Founder and Non-Executive Director of EGT, has
notified the Board of his intention to participate in the Fundraise.

Aiden Lavelle, Chief Executive Officer of European Green Transition, said:

"We feel there is a significant opportunity to realise returns across Europe
as part of the green economy transition. Through EGT's disciplined M&A
focused model, we have already acquired an exciting portfolio of assets,
including the Olserum Rare Earth Element (REE) project in southern Sweden.
Olserum has the potential to be progressed to become Europe's first commercial
stage rare earth mine and we will look to monetise this project with larger
industry players or financial investors in the near future.

"Furthermore, we have built an M&A growth pipeline of opportunistic
distressed and undervalued assets, which we believe we can acquire for a
fraction of the capital that has previously been invested. With our expertise
and through strategic, cost effective investment, we will aim to generate
significant inflection points for these assets as we look to develop a
profitable and sustainable business."

Cathal Friel, Co-Founder & Non-Executive Director of European Green
Transition, said:

"We are very excited by the scale of the opportunities created by the green
economy transition in Europe. We are applying our M&A focused approach of
targeting distressed and undervalued assets towards prospects in the green
economy. This approach has already generated success, delivering value across
a range of public companies, namely Cove Energy plc, Amryt Pharma plc and
hVIVO plc. We aim to repeat this formula with EGT.

"We have chosen to list in London as we are very confident in its depth of
capital and talent, and its unique understanding of green economy projects.
London is a world leading capital market for small cap companies, and in
particular for European-focused businesses with strong credentials to support
the energy transition, such as European Green Transition."

 

The Company's existing portfolio of licences are summarised below:

 Asset             Project                      Licence Number/  Holder                           Company Interest  Status                   Licence Expiry Date  Licence Area km2        Comments

Reference
 Olserum nr 21     Olserum REE Project, Sweden  2017:91          European Mineral Exploration AB  100%              Advanced Exploration     08/06/2025           10.99 km²               Has Historical REE Mineral Resource

(1099 Ha)
 Olserum nr        Olserum REE Project, Sweden  2017:90          Olree AB                         100%              Advanced                 08/06/2025           2.72 km²                Has Historical REE Mineral Resource

2001
Exploration
(272 Ha)
 Olserum nr 22     Olserum REE Project, Sweden  2023:77          European Green                   100%              Early Stage Exploration  5/29/2026            71.21 km²               New permit granted May 2023, prospective for REEs.

Metals Ltd
(7121.86 Ha)
 Olserum nr 23     Olserum REE Project, Sweden  2023:156         European Green                   100%              Early Stage Exploration  25/10/2026           19.81 km²               New permit granted Oct 2023, prospective for REEs.

Metals Ltd
(1981.05 Ha)
 Liviövaara 101    Pajala Project, Sweden       2022:22          Rockfleet                        100%              Early Stage              09/03/2025           7.8 km²                 Prospective for graphite and copper-gold. Historic drill intersections for

Minerals Ltd
Exploration
(780 Ha)               graphite and copper
 Lehtosölkä 101    Pajala Project, Sweden       2022:21          Rockfleet                        100%              Early Stage              09/03/2025           7.235 km²               Prospective for graphite and copper-gold. Historic drill intersections for

Minerals Ltd
Exploration
(723.5 Ha)             graphite
 Lehtosölkä 102    Pajala Project, Sweden       2023:76          Rockfleet                        100%              Early Stage              14/11/2025           36.132 km²              Prospective for Graphite and copper-gold

Minerals Ltd
Exploration
(3613.2 Ha)
 Eichigt II        Saxony Project, Germany      1710             European Green                   100%              Early Stage Exploration  15/04/2027           14.057 km²              Prospective for cobalt & REEs in veins and greisens at depth. Renewal

Metals Ltd
(1405.7 Ha)            submitted and pending.
 Marienberg        Saxony Project, Germany      1714             European Green                   100%              Early Stage Exploration  15/07/2026           381.58 km² (38250 Ha)   Prospective for epithermal tin, lithium-tin-copper

Metals Ltd

Important Notes & References

1. There can be no certainty that EGT will deliver similar shareholder returns
to those described in the section 'Experienced Leadership Team and Strong
Track Record' above in this announcement.

2. As at 15 March 2024.

3. There can be no guarantee that any potential pipeline acquisition as noted
in the section 'Developing a Portfolio of Green Economy Assets through a
Disciplined M&A Focused Model' above will proceed. Any potential pipeline
acquisition, should it result in a transaction, may be material for the
Company.

4. Source: The Financial Times, 20 September 2023.

5. Source: The Financial Times, 20 September 2023.

An investment in the Company's ordinary shares is only suitable for investors
capable of evaluating the risks (including the risk of capital loss) and
merits of such investment and who have sufficient resources to sustain a total
loss of their investment. An investment in the Company's ordinary shares
should be seen as long-term in nature and complementary to investments in a
range of other financial assets and should only constitute part of a
diversified investment portfolio. Accordingly, typical investors in the
Company are expected to be institutional investors, private client fund
managers and private client brokers, as well as private individuals who have
received advice from their professional advisers regarding investment in the
ordinary shares and/or who have sufficient experience to enable them to
evaluate the risks and merits of such investment themselves. Potential
investors should not purchase or subscribe for any transferable securities
referred to in this announcement except on the basis of the information in the
Admission Document, including the risk factors set out therein.

 

Enquiries

 

European Green Transition

 Aiden Lavelle, CEO  +44 (0) 208 058 6129
 Jack Kelly, CFO

 

Panmure Gordon - Nominated Adviser, Sole Bookrunner and Broker

 James Sinclair-Ford / Dougie McLeod / Ivo Macdonald  + 44 (0) 20 7886 2500

 Mark Murphy / Hugh Rich / Rauf Munir

 

Camarco - Financial PR

 Billy Clegg, Elfie Kent, Lily Pettifar  Europeangreentransition@camarco.co.uk + 44 (0) 20 3757 4980

 

For more information visit www.europeangreentransition.com
(http://www.europeangreentransition.com)

 

Important legal information

This is a financial promotion and is not intended to be investment (or any
other) advice.

The contents of this announcement, which has been prepared by and is the sole
responsibility of European Green Transition Limited, have been approved by
Panmure Gordon (UK) Limited ("Panmure Gordon") of 40 Gracechurch Street,
London, EC3V 0BT, UK, solely for the purposes of section 21(2)(b) of the
Financial Services and Markets Act 2000, as amended. As set out above, upon
publication, the Admission Document will supersede this this announcement and
the information contained herein in its entirety. Accordingly, at such point,
Panmure Gordon's approval of this announcement for the purposes of section
21(2)(b) of the Financial Services and Markets Act 2000 will no longer be
relevant, and is withdrawn at such point.

This announcement does not constitute, or form part of, any offer or
invitation to sell, allot or issue, or any solicitation of any offer to
purchase or subscribe for, any securities in the Company in any jurisdiction
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into, any contract or commitment therefor.

Recipients of this announcement who are considering subscribing for or
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be made only on the basis of the information contained in the final Admission
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information or opinions contained in this announcement or on its accuracy,
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given by or on behalf of the Company, Panmure Gordon, or their respective
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(as defined below) and Admission and is not acting for or advising any other
person, or treating any other person as its  client, in relation thereto, or
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Such persons should seek their own independent legal, investment and tax
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invitation to sell or issue, or any solicitation of any offer to purchase or
subscribe for any Shares or any other securities nor shall it (or any part of
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(EU) 2017/1129 (as amended) ("Qualified Investors"); and (B) if in the United
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Information to distributors

Solely for the purposes of the product governance requirements contained
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all and any liability, whether arising in tort, contract or otherwise, which
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are: (i) compatible with an end target market of investors who meet the
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channels as are permitted by MiFID II (the "EU Target Market Assessment").

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Fundraise. Furthermore, it is noted that, notwithstanding the UK Target Market
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procure investors who meet the criteria of professional clients and eligible
counterparties each as defined under COBS or MiFID II, as applicable.

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