4th Jun 2025 07:00
4 June 2025
European Green Transition plc
("European Green Transition", "EGT" or "the Company")
Results for the year ended 31 December 2024
European Green Transition (AIM: EGT), a company which aims to capitalise on the opportunities created by the green energy transition in Europe, announces it audited results for the year ended 31 December 2024.
FY 2024 Highlights
· Successful listing on the London Stock Exchange AIM in April 2024, raising gross proceeds of £6.46 million.
· Key milestone reached in preparing the Olserum Rare Earth Element ("REE") project for sale or partnership with the successful completion of a 1,500m drill programme, confirming the district scale potential for REEs at the project.
· REE mineralisation was evident in every hole at the Olserum REE project with results, as announced in December 2024, including highlights:
o Hole OLS24-07 at Djupedal intersected 2.45m grading 2.71% Total Rare Earth Oxides ("TREO") (33.4% Heavy Rare Earth Oxides ("HREO")) from 40.0m to 42.45m within a broad mineralised zone averaging 22.5m grading 0.58% TREO.
o Hole OLS24-11, at Olserum West, intersected 8.2m grading 0.94% TREO (22% HREO) from 44.55m to 52.75m including 3.2m grading 1.57 % TREO.
o Hole OLS24-13, also at Olserum West, intersected the highest-grade drill core assay to date of 0.5m grading 8.83% TREO (16.1% HREO).
· Positive metallurgical test work completed at the Olserum REE project with results from a bulk sample taken from the historic drill core at Olserum confirming that a high-grade REE concentrate can be processed using conventional and relatively simple techniques.
· Signed an exclusive 12-month option to potentially acquire the rights to generate carbon and biodiversity credits at the Altan Carbon Credit project, a peatland carbon sink programme in Donegal, Ireland. Discussions ongoing with large local landowners and regulatory bodies to assess the near-term revenue potential of the project.
· Robust cash position of £3.7m as at 31 December 2024 with EGT well positioned to execute its strategy of acquiring distressed, revenue generating businesses in the green economy with its existing cash resources.
Post Period Updates
· Secured four-year licence extension to June 2029 for the Olserum REE project, a key step in the process to monetise the project through sale or partnership to a third party.
· Secured three-year licence extension to 2028 for the Pajala copper-graphite project in northern Sweden.
· Secured a six-month extension to the option agreement on the Altan Carbon Credit project in Ireland at no additional cost to continue positive ongoing discussions with key stakeholders with a view to generating near-term revenue from the generation of carbon and biodiversity credits.
· The Board has elected to allow its option over the Cyprus Copper Tailings Recycling project to lapse, enabling the Company to focus on other acquisition opportunities that more closely align with its strategy of generating revenue in the near-term.
Outlook for 2025 and Board Changes
From the conclusion of the 2025 Annual General Meeting ("AGM"), the Company's co-founder, largest shareholder and Non-Executive Chairman, Cathal Friel, will assume the role of Executive Chairman. This transition will enable Mr Friel to lead EGT's M&A strategy, which is focused on acquiring and transforming distressed, revenue generating businesses. This appointment also follows Cathal's decision to step down from his role as Non-Executive Chairman of hVIVO plc effective from 5 June 2025, a position he has held for eight years.
Following the successful completion of the Olserum REE drill programme in 2024, and in recognition of the Company's strategy to transition away from its mining assets and focus on acquiring revenue generating businesses in the green economy, the Board has decided that a different set of skills and expertise will be required to execute EGT's M&A strategy going forward. The Board and Aiden Lavelle have mutually agreed that Mr Lavelle will step down from his role as Chief Executive Officer, and he will not seek re-election as a Director at the forthcoming AGM, and his employment will conclude on 30 June 2025.
As announced on 14 April 2025, Daniel Akselson changed roles from Non-Executive Chairman to Non-Executive Director. Daniel remains the head of the Audit Committee and will continue to support EGT's strategy to monetise the Olserum REE and Pajala copper projects.
Having entered 2025 in a strong cash position, the Board believes EGT remains well positioned to execute on its M&A focused strategy with a number of discussions ongoing with distressed revenue generating businesses which the Company hopes to complete and which the Directors believe could be the optimal route to generate value for shareholders.
Cathal Friel, Co-founder and Non-Executive Chairman, commented:
"2024 was a foundational year for the business, during which we achieved many significant milestones including EGT's IPO on the London Stock Exchange, and the successful execution of our low-cost drill programme at the Olserum REE project in Sweden. The work performed at the Olserum REE project has proved the district scale potential for REEs at Olserum and will support the potential sale or partnership of the project.
The current geopolitical environment, specifically the tensions between Trump's new US administration and China, has led to China barring the export of certain rare earths. The importance of rare earths to the global economy is highlighted by President Trump's mineral rights deal in Ukraine where he is attempting to secure future access rights to Ukraine's rare earth assets. The Ukraine deal and China's rare earth export bans have resulted in a substantial increase in interest in our Olserum REE project in Sweden. The urgent need for the establishment of a stable supply of REEs in Europe is clearly evident and EGT's Olserum REE project, which has been designated as a project of National Interest in Sweden, has the potential to be of critical strategic importance for Europe's REE supply security.
I am delighted to be assuming the role of Executive Chairman. As co-founder and largest shareholder of EGT, my interests are clearly aligned with our shareholders and I am confident that we can deliver on our M&A strategy in the near future as EGT's focus moves away from mining towards acquiring distressed revenue generating businesses in the green economy. On behalf of the Board, I would also like to thank Aiden Lavelle for his contribution over the last year and his commitment to the Olserum REE project.
"As we look towards the rest of 2025 and beyond, we retain a strong cash position and remain highly focused on executing on our M&A strategy in the near term by acquiring distressed revenue generating businesses at attractive valuations. We are in discussions with a number of companies as we look to complete a potential deal that could create value for our shareholders as we aim to replicate the previous successes I have had on AIM, notably hVIVO plc (formerly Open Orphan plc) and Amryt Pharma plc."
Enquiries
European Green Transition plc
Cathal Friel, Chairman | +44 (0) 208 058 6129 |
Jack Kelly, CFO | |
Panmure Liberum - Nominated Adviser and Broker
James Sinclair-Ford Mark Murphy / Rauf Munir | + 44 (0) 20 7886 2500 |
Camarco - Financial PR
Billy Clegg, Elfie Kent, Lily Pettifar, Poppy Hawkins | + 44 (0) 20 3757 4980
|
Notes to Editors
European Green Transition plc (quoted on the AIM market of the London Stock Exchange under the ticker "EGT") is a business operating in the green transition space in Europe. EGT intends to capitalise on the opportunities created by Europe's transition to a green, renewables-focused economy and plans to expand its existing portfolio of green economy assets through M&A, targeting revenue generating businesses that support the green transition.
For more information, please go to www.europeangreentransition.com or follow us on X (formerly Twitter) and LinkedIn.
Chairman's Statement For the year ended 31 December 2024
Introduction
I am pleased to present the 2024 Annual Results for European Green Transition plc (EGT), my first set of results as Non-Executive Chairman of the Company.
As previously announced, I was delighted to have been appointed Non-Executive Chairman of EGT in April 2025 and as of EGT's Annual General Meeting in June 2025, I will assume the role of Executive Chairman. As co-founder and the largest shareholder of EGT, my interests are clearly aligned with our shareholders, and I am confident that we can deliver on our M&A focused strategy to acquire revenue generating businesses and create significant value for shareholders.
I am very excited for the future of EGT. I see huge near term opportunities to acquire and turnaround a number of distressed businesses through our M&A focused model. EGT has moved its focus away from mining and is now directing its resources towards acquiring revenue generating businesses at attractive valuations and I am confident that we can replicate the previous successes I have had on AIM, notably with hVIVO plc (formerly Open Orphan plc) and Amryt Pharma plc, by acquiring distressed businesses, implementing significant operational changes and generating significant value for shareholders.
I look forward to working more closely with the strong team we have established so far at EGT and to help the Company capitalise on the many exciting opportunities that would transform EGT into a profitable, cash generative business and deliver returns to our shareholders.
2024 Overview
In April 2024, we successfully completed our IPO, raising gross proceeds of £6.46 million and gaining admission to trading on the AIM market of the London Stock Exchange.
Following our IPO, we made considerable progress on the Olserum Rare Earth Element ("REE") project in Sweden with a successful 1,500m drill programme which proved the district scale potential for REEs at the Olserum project.
The current geopolitical uncertainty has highlighted the urgent requirement for Europe to establish a secure supply of REEs to support European industry and the Olserum REE project has the potential to be a critical supplier of REEs to Europe in the near future. As we outlined at IPO, EGT's intention is not to develop its existing exploration mining assets through to production. Our focus is to monetise these assets, particularly the Olserum REE project, and we believe the Olserum REE project is now well positioned for sale or partnership with a large, established mining company who can support its future development while generating an attractive return for EGT shareholders.
These discussions are ongoing, and the Company's focus and resources have now been directed to a number of exciting acquisition opportunities across Europe, with a particular focus on capitalising on revenue generating businesses which support the transition to a greener and more sustainable world.
Furthermore, during 2024 we entered into two exclusive option agreements on projects with near-term revenue potential: the Altan Carbon Credit project in Ireland and the Cyprus Copper Tailings Recycling project. Further details on both projects are outlined below.
Strategy Targeting Revenue Generating Businesses
We are making considerable progress implementing our strategy to acquire revenue generating businesses, with several advanced and ongoing discussions currently underway.
The current market volatility created by the ongoing geopolitical uncertainty presents significant funding challenges for a number of green focused businesses. This, together with the increase in interest rates over the last couple of years has created a number of exciting, distressed opportunities that fit EGT's acquisition criteria and that we believe we can realise value from.
Our management team have a demonstrated track record of successfully leveraging the public markets to restructure distressed businesses and we believe we can replicate this approach with EGT. As such, our resources are now fully focused on acquiring businesses with a strong revenue profile that are currently profitable or have near term visibility to profitability.
EGT is in a strong position to implement this strategy and is well capitalised with £3.7m cash as at 31 December 2024 and no debt.
We believe our refined strategy represents the most effective approach to maximising shareholder returns in the current market environment. We look forward to keeping our shareholders informed as required as these deal discussions evolve in the coming months.
Olserum Rare Earth Project
International focus on REEs has grown in recent months, driven by their critical role in global supply chains, particularly in the production of permanent magnets essential to the renewable and defence sectors. China currently dominates the global supply, processing and refining of REEs, and with geopolitical tensions rising globally, there is a pressing need to establish a secure and resilient REE supply within Europe. With no active REE mines currently operating in Europe, we believe the Olserum REE project holds significant value and could be of critical strategic importance for Europe's REE supply security in the years ahead.
During the summer of 2024, we completed a low-cost drill programme at our Olserum REE project in Sweden, completing 13 holes for c.1,500 metres of diamond core drilling. The programme was completed ahead of schedule and below budget, adhering to our commitment to spend less than 10% of IPO funds raised on our exploration assets.
The results of the programme were positive, confirming the district scale REE potential of the project while also significantly de-risking the project for an incoming acquiror. The results of the programme were announced in December 2024 indicating that REE mineralisation was evident in every hole and some encouraging intersections including:
• Hole OLS24-07 at Djupedal intersected 2.45m grading 2.71% TREO (33.4% HREO) from 40.0m to 42.45m within a broad mineralised zone averaging 22.5m grading 0.58% TREO.
• Hole OLS24-11, at Olserum West, intersected 8.2m grading 0.94% TREO (22% HREO) from 44.55m to 52.75m including 3.2m grading 1.57 % TREO.
• Hole OLS24-13, also at Olserum West, intersected the highest-grade drill core assay to date of 0.5m grading 8.83% TREO (16.1% HREO).
Furthermore, new preliminary metallurgical studies were undertaken in 2024. Crucially, these studies confirmed that the mineralisation style at Olserum can produce a high-grade REE concentrate from simple magnetic separation followed by standard flotation. The concentrate can be further upgraded with high-intensity magnetic separation to separate the apatite from the monazite and xenotime leaving a concentrate with between 30-40.11% TREO in the tests conducted. The REE minerals recovered are monazite and xenotime, both phosphate minerals which are processed commercially at other sites globally. A well understood processing methodology is critical for incoming acquirers, avoiding the requirement for bespoke processing infrastructure.
In May 2025, we announced that the Olserum REE licence was extended for a further four-years, to June 2029. This extension could be critical for any incoming acquiror or partner of the Olserum REE project and further strengthens the Company's position in discussions going forward.
The work performed in 2024 has been fundamental to our strategy to monetise the Olserum REE project with a third party through sale or partnership. We are confident that the positive drill results, the strong metallurgical results, extending the licence for a further four-years and the encouraging local stakeholder and community engagement will facilitate this and generate an attractive return for our shareholders, as we look to prioritise other projects with immediate and scalable revenue potential.
Pajala Copper-Graphite Project
The Pajala project, located in northern Sweden, has excellent copper potential in addition to the high-grade graphite with potential for several million tonnes evident from historic work and new drill targets. The licence was formerly held by Anglo American with several widely spaced Anglo American drillholes intersecting copper at Liviovaara including the last hole 01Liv009 e.g. 10.75m @ 0.5% Cu and 310ppm Co along with other intersections in the same hole.
Similar to our approach for the Olserum REE project, we are confident of realising value for shareholders from this project through sale or partnership. This process was supported by extending the licences by three years to March 2028 given the work conducted by EGT pre-IPO.
The strength and resilience of copper prices has continued to make the project attractive to third parties as copper remains a critical component for the electrification of the global economy.
Altan Carbon Credit Project
In May 2024, we entered into an exclusive option agreement to investigate the potential to develop a carbon credit project at the 1,370-acre Altan farm in Donegal in the northwest of Ireland. The project aims to establish a consistent revenue stream by generating carbon and biodiversity credits through a pilot peatland rehabilitation project and, subsequently selling these credits to a range of corporate players who are looking to invest in Irish nature-based restoration projects to support their net zero targets.
The Irish Peatland Standard was launched in early 2025. This brings together stakeholders from government, semistate bodies, and local communities to direct capital to restoration projects by producing and facilitating the sale of verified nature certificates such as carbon credits. In order to maintain our capital efficient approach, we are seeking to position Altan as a potential pilot programme for the Irish Peatland Standard as we look to be one of the first movers in Ireland in the generation of these credits. Furthermore, we are actively engaging with key stakeholders including large landowners near our project in Donegal with the view to significantly scaling the size of the project and the quantity of credits that can be generated. To facilitate the continued progress of the project, we have extended our option agreement by a further 6 months, to the end of November 2025, at no further cost to the Company.
Cyprus Copper Tailings Recycling Project
In April 2024, we entered into an exclusive option agreement to commence due diligence on, and potentially acquire, the Cyprus Copper Tailings Recycling project at the historic Limni mine in north-west Cyprus. Despite the initial diligence on the project proving to be positive, due to our strategic focus, we have now decided to let the option agreement lapse as we focus on other acquisition opportunities in our pipeline that better fit our strategy and can generate a better near term return on capital for our shareholders.
Leadership
As outlined above, I will assume the role of Executive Chairman of EGT at the AGM later this month. This appointment follows my decision to step down from the Board of hVIVO plc after 8 years as Chairman effective from the 5th of June 2025, I am very excited by the opportunities ahead for EGT and the potential to replicate the successful formula we used with hVIVO plc, whereby we identified two distressed loss-making businesses and transformed them into the world leader in the testing of vaccines and antivirals using human challenge trials.
As announced on the 14th April 2025, Daniel Akselson has changed roles from Non-Executive Chairman to Non-Executive Director and will continue to manage our Swedish assets and key stakeholder relationships. Daniel continues to chair our Audit Committee, and I look forward to continuing to work closely with him.
Following the completion of the Olserum REE drill programme in 2024 and in recognition of the Company's strategy to transition away from its mining assets and focus EGT's resources on acquiring revenue generating businesses, a different set of skills and expertise will be required to execute EGT's revenue focused strategy going forward. The Board and Aiden Lavelle have mutually agreed that Aiden will step down from his role as Chief Executive Officer and Executive Director from today and will remain with the Company until 30 June 2025. As such, Aiden will not seek re-election at the 2025 Annual General Meeting.
On behalf of the Board and EGT management team, I would like to thank Aiden for his contribution over the last year and commitment to the Olserum REE project. Aiden will continue to support the Company as we progress discussions to monetise the Olserum REE project through a sale or partnership with third parties.
Outlook
Looking ahead to the remainder of 2025 and beyond, we retain a strong cash position and are excited by the Company's potential to execute on our M&A focused strategy and generate value for shareholders.
Against a supportive market backdrop for REEs, we are confident that the results of the Olserum REE drill programme will support the monetisation of the project. We are also optimistic that we can monetise the Pajala copper project in Sweden, which has potential to deliver value to shareholders.
I would like to thank our shareholders for their continued support, and I look forward to reporting on our progress throughout 2025.
Cathal Friel
Non-Executive Chairman
3 June 2025
Financial Statements
Consolidated Statement of Comprehensive Income
For the year ended 31 December 2024
Notes | Year to 31 December 2024 GBP£ | Year to 31 December 2023 GBP£ |
Revenue Administrative costs 4 Exceptional items 5 |
(1,809,225) (386,094) |
(573,524) (91,425) |
Operating loss Net finance income/(costs) 10 | (2,195,319) 55,289 | (664,949) (43,932) |
(Loss) before income tax Income tax (charge) 11 | (2,140,030) | (708,881) |
(Loss) for the year | (2,140,030) | (708,881) |
Other comprehensive income Currency translation differences |
10,376 |
1,543 |
Total comprehensive (loss) for the year | (2,129,654) | (707,338) |
Earnings per share from operations attributable to shareholders during the year: Basic and diluted (loss) per ordinary share From operations 12 |
(£0.0195) |
(£0.0054) |
All activities relate to continuing operations.
Consolidated and Company's Statement of Financial Position
As at 31 December 2024
Notes | Group 2024 GBP£ | Group 2023 GBP£ | Company 2024 GBP£ | Company 2023 GBP£ | |
Assets |
| ||||
Non-current assets | |||||
Intangible assets | 14 | 1,986,713 | 1,571,338 | ||
Property, plant and equipment | 13 | 2,505 | 850 | ||
Investments in subsidiaries | 15 | 140,769 | |||
Total non-current assets | 1,989,218 | 1,572,188 | 140,769 | ||
Current assets | |||||
Trade and other receivables | 17 | 43,204 | 1,296 | 3,631,286 | |
VAT recoverable | 39,091 | 31,548 | 77,304 | ||
Cash and cash equivalents | 18 | 3,661,001 | 87,969 | 3,075,781 | |
Total current assets | 3,743,296 | 120,813 | 6,784,371 | ||
Total assets | 5,732,514 | 1,693,001 | 6,925,140 | ||
Equity attributable to owners | |||||
Share capital | 22 | 361,552 | 116,672 | 361,552 | |
Share premium account | 22 | 7,720,127 | 291,015 | 7,720,127 | |
Reverse acquisition reserve | 23 | 305,081 | |||
Share option reserve | 24 | 24,483 | 24,483 | ||
Foreign currency reserves | 22 | 13,113 | 2,737 | ||
Retained earnings | 22 | (2,983,771) | (843,741) | (1,321,188) | |
Total equity | 5,440,585 | (433,317) | 6,784,974 | ||
Liabilities | |||||
Current liabilities | |||||
Trade and other payables | 19 | 291,929 | 338,018 | 140,166 | |
Convertible debt securities | 21 | - | 1,788,300 | ||
Total current liabilities | 291,929 | 2,126,318 | 140,166 | ||
Non-current liabilities Convertible debt securities |
21 | ||||
Total non-current liabilities | |||||
Total liabilities | 291,929 | 2,126,318 | 140,166 | ||
Total equity and liabilities | 5,732,514 | 1,693,001 | 6,925,140 |
The Company has elected to take the exemption under section 408 of the Companies Act 2006 not to present the parent Company income statement account. The loss for the Parent Company for the year was £1,321,188 (2023: n/a).
Consolidated Statement of Changes in Shareholders' Equity
For the year ended 31 December 2024
Share Capital | Share Premium | Share Option Reserve | Reverse Acquisition Reserve | Foreign currency Reserve |
Retained Earnings |
Total | |
GBP£ | GBP£ | GBP£ | GBP£ | GBP£ | GBP£ | GBP£ | |
At 1 January 2023 | 64,250 | 133,750 | 1,194 | (134,860) | 64,334 | ||
Changes in equity for the year ended 31 Dec 2023 | |||||||
(Loss) for the year | (708,881) | (708,881) | |||||
Currency differences | 1,543 | 1,543 | |||||
Total comprehensive (loss) for the year |
1,543 |
(708,881) |
(707,338) | ||||
Transactions with the owners | |||||||
Shares issued | 52,422 | 157,265 | 209,687 | ||||
Total contributions by and distributions to owners |
52,422 |
157,265 |
209,687 | ||||
At 31 Dec 2023 |
116,672 |
291,015 |
2,737 |
(843,741) |
(433,317) |
Changes in equity for the | |||||||
year ended 31 Dec 2024 | |||||||
(Loss) for the year | - | (2,140,030) | (2,140,030) | ||||
Currency differences | 10,376 | 10,376 | |||||
Total comprehensive (loss) for the year |
10,376 |
(2,140,030) |
(2,129,654) | ||||
Transactions with the | |||||||
owners | |||||||
Shares issued | 244,880 | 7,429,112 | - | 7,673,992 | |||
Share based payment reserve | 24,483 | 24,483 | |||||
Reverse Acquisition | 305,081 | 305,081 | |||||
Total contributions by and distributions to owners |
244,880 |
7,429,112 |
24,483 |
305,081 | - |
8,003,556 | |
At 31 Dec 2024 |
361,552 |
7,720,127 |
24,483 |
305,081 |
13,113 |
(2,983,771) |
5,440,585 |
See Note 22 for definition of the reserves above.
Company Statement of Changes in Shareholders' Equity
For the year ended 31 December 2024
Share Capital GBP£ |
Share Premium GBP£ | Share Option Reserve GBP£ |
Retained Earnings GBP£ |
Total GBP£ | ||||
At 1 January 2023 | - | - | - | - | - |
| ||
Changes in equity for the year ended 31 Dec 2023 |
| |||||||
(Loss) for the year | - | - | - | - | - |
| ||
Total comprehensive (loss) for the year | - | - | - | - | - |
| ||
Transactions with the owners |
| |||||||
Shares issued | - | - | - | - | - |
| ||
Total contributions by and distributions to owners |
- |
- |
- |
- |
- |
| ||
At 31 Dec 2023 | - | - | - | - | - |
| ||
Changes in equity for the year ended 31 Dec 2024 |
| |||||||
(Loss) for the year | - | - | - | (1,321,188) | (1,321,188) |
| ||
Total comprehensive (loss) for the year | - | - | - | (1,321,188) | (1,321,188) |
| ||
Transactions with the owners |
| |||||||
Shares issued for EGM shares | 140,769 | - | - | 140,769 |
| |||
Shares issued on IPO | 220,783 | 7,720,127 | - | - | 7,940,910 |
| ||
Share based payment reserve | - | - | 24,483 | - | 24,483 |
| ||
Total contributions by and distributions to owners |
361,552 |
7,720,127 |
24,483 |
- |
8,106,162 |
| ||
At 31 Dec 2024 | 361,552 | 7,720,127 | 24,483 | (1,321,188) | 6,784,974 |
| ||
See Note 22 for definition of the reserves above.
Consolidated and Company's Statement of Cash Flows
For the year ended 31 December 2024
Notes |
Group 2024 GBP£ | Restated Group 2023 GBP£ |
Company 2024 GBP£ |
Company 2023 GBP£ | |
Cash Flow from operating activities Continuing operations Cash (used) in operations |
25 |
(1,616,588) |
(427,759) |
(765,293) | |
Net cash (used) in operating activities | (1,616,588) | (427,759) | (765,293) | ||
Cash flow from investing activities | |||||
Cash acquired in new subsidiaries | 198,461 | ||||
Funding of subsidiaries | 15 | - | (1,675,661) | ||
Purchase of new project options | 4 | (233,927) | (233,927) | ||
Purchase of property, plant and equipment | 13 | (2,275) | (850) | ||
Purchase of intangible assets | 14 | (415,375) | (345,811) | ||
Net cash used in investing activities | (651,577) | (346,661) | (1,711,127) | ||
Cash flow from financing activities | |||||
Proceeds from issuance of ordinary shares | 22 | 6,500,253 | 207,687 | 6,462,089 | |
Costs of IP0 | (950,574) | (47,310) | (950,574) | ||
Proceeds from convertible debt securities | 21 | 255,000 | 84,601 | ||
Interest Received /(paid) | 10 | 26,142 | (43,553) | 40,686 | |
Net cash generated by financing activities | 5,830,821 | 201,425 | 5,552,201 | ||
Net increase in cash and cash equivalents | 3,562,656 | (572,994) | 3,075,781 | ||
Cash and cash equivalents at beginning of year | 18 | 87,969 | 659,420 | ||
FX translation | 10,376 | 1,543 | |||
Cash and cash equivalents at end of year | 3,661,001 | 87,969 | 3,075,781 |
Notes to the Financial Statements
For the year ended 31 December 2024
1. General information
European Green Transition plc ("EGT", the "Company", the " EGT Group"), was incorporated on 25 January 2024. The Company is a public limited company, incorporated in England and Wales. The Company is limited by shares, and it listed on the AIM market of the London Stock Exchange on 8 April 2024. The registered address of the Company is The Walbrook Building, 25 Walbrook, London, EC4N 8AF, UK. The EGT Group comprises European Green Transition plc and its subsidiary companies.
The principal activity of the Group is developing green economy assets in Europe which aims to capitalise on the opportunity created by the green energy transition.
The Financial Statements are presented in GBP ("£"), except where otherwise indicated.
The registered number of the Company is 15442832.
European Green Transition plc (formerly European Green Metal Holdings Ltd) completed a share for share exchange agreement with the European Green Metals Ltd Group ("EGM Group") on 14 March 2024, effectively completing a reverse acquisition by the EGM group.
2. Accounting policies
Basis of preparation
Compliance with applicable law and UK-adopted IAS
The consolidated Financial Statements comprise those of the Company and its subsidiaries (together the "Group"). The consolidated Financial Statements of the Group and the individual Financial Statements of the Company have been prepared in accordance with UK-adopted international accounting standards ("UK-adopted IAS") as they apply to the Group for the period ended 31 December 2024 and with the requirements of the Companies Act 2006. The Financial Statements are prepared on the historical cost basis.
Principal accounting policies
The principal accounting policies are summarised below. They have been consistently applied throughout the year covered by the Financial Statements.
Consolidation
The consolidated Financial Statements comprise the Financial Statements of the Company and its subsidiaries as at and for the year ended 31 December 2024. Subsidiaries are entities controlled by the Group. Where the Group has control over an investee, it is classified as a subsidiary. The Group controls an investee if all three of the following elements are present: power over an investee, exposure to variable returns from the investee, and the ability of the investor to use its power to affect those variable returns. Control is reassessed whenever facts and circumstances indicate that there may be a change in any of these elements of control. Subsidiaries are fully consolidated from the date that control commences until the date that control ceases. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group. Intergroup balances and any unrealised gains or losses or income or expenses arising from intergroup transactions are eliminated in preparing the consolidated Financial Statements.
Reverse acquisition
The acquisition of European Green Metals Ltd and its subsidiaries by European Green Transition plc on 14 March 2024 has been accounted using the principles of reverse acquisition accounting. Although the Group Financial Statements have been prepared in the name of the legal parent, European Green Transition Plc, they are in substance a continuation of the consolidated Financial Statements of the legal subsidiary, European Green Metals Ltd. The following accounting treatment has been applied in respect of the reverse accounting:
The assets and liabilities of the legal subsidiary, European Green Metals Ltd, are recognised and measured in the Group Financial Statements at the pre-combination carrying amounts, without restatement to fair value. The retained earnings recognised in the Group Financial Statements reflect the current earnings of European Green Transition plc from its incorporation date of 25 January 2024 to the period end plus the current and retained earnings of European Green Metals Ltd to the period end. The equity structure appearing in the Group Financial Statements reflects the equity structure of the legal parent, European Green Transition plc, including the equity instruments issued in order to affect the business combination. See Note 10 for further details.
Comparative period
The comparative period is for the year ended 31 December 2023.
Going concern
Management believe that it is appropriate to prepare these consolidated Financial Statements on the going concern basis. In making that assessment, management are required to consider whether the Group can continue in operational existence for the foreseeable future, being a period of not less than twelve months from the date of the approval of the consolidated Financial Statements. In reaching the going concern conclusion, the cash and cash equivalents of £3,661,001 as at 31 December 2024 and Group's forecasts and projections over the foreseeable future, along with sensitivity analysis performed on the projected cashflows taking into account reasonable changes in market conditions, were considered. The Group, therefore, continues to adopt the going concern basis in preparing the consolidated Financial Statements. Further information is provided on page 15 of the Group Directors' Report.
Presentation of balances
The consolidated Financial Statements are presented in Pounds Sterling ("£") which is the functional and presentational currency of both the Company and its subsidiary European Green Metals Ltd. The functional currency of the subsidiaries European Green Metals (Ireland) Limited and Rockfleet Minerals Ltd is the Euro ("€"). The functional currency of the subsidiaries European Mineral Exploration AB and Olree AB is the Swedish Kroner ("SEK").
The following table discloses the major exchange rates of those currencies utilised by the Group:
Average rate 2024 | Average rate 2023 | Year end rate 2024 | Year end rate 2023 | |
Rate compared to GBP£ | ||||
Euro(€) | 1.18 | 1.16 | 1.21 | 1.15 |
Swedish Kroner (SEK) | 13.57 | 13.05 | 13.84 | 12.85 |
Changes in accounting policies and disclosures
Except where disclosed otherwise in this note, the accounting policies adopted in the preparation of the consolidated Financial Statements are consistent with those applied when preparing the consolidated Financial Statements for the year ended 31 December 2023.
New accounting standards, amendments and interpretations adopted by the Group
The following new standards and amendments to existing standards became effective in January 2024 and have been adopted in the consolidated Financial Statements for the first time during the year ended 31 December 2024.
These have been assessed as having no financial or disclosure impact on these consolidated Financial Statements.
Date issued | Effective for accounting periods beginning on or after | |||
Amendments to IAS 1 Presentation of Financial Statements | October 2022 | 1 January 2024 | ||
- Clarification of the conditions required to be met in order to classify liabilities, notably debt with covenant, as either current or non-current. | ||||
| ||||
Amendments to IFRS 16 Leases | September 2022 | 1 January 2024 | ||
| ||||
- Specifies the requirements that a seller-lessee uses in measuring the lease liability arising in a sale and leaseback transaction. | ||||
New standards, amendments and interpretations not yet adopted by the Group
The following standards, amendments and interpretations were in issue but were not yet effective at the balance sheet date. These have not yet been endorsed by the UK Endorsement Board. These standards have not been applied when preparing the consolidated Financial Statements for the year ended 31 December 2024.
It is not anticipated that the application of the below will have a significant financial or disclosure impact in future years.
Date issued | Effective for accounting periods beginning on or after | |
Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates | August 2023 | 1 January 2025 |
- Provides guidance to specify when a currency is exchangeable | ||
and how to determine the exchange rate when it is not. | ||
Amendments to IFRS 9 Financial Instruments and IFRS 7 | May 2024 | 1 January 2026 |
Financial Instruments: Disclosures | ||
- Clarifies the classification and measurement of financial | ||
instruments. | ||
IFRS 18 Presentation and Disclosures in Financial Statements | April 2024 | 1 January 2027 |
- Specifies the requirements for presentation and disclosure of | ||
information in Financial Statements for all entities applying IFRS. | ||
IFRS 19 Subsidiaries without Public Accountability | May 2024 | 1 January 2027 |
- Sets out the disclosure requirements an eligible entity is | ||
permitted to apply instead of the disclosure requirements in | ||
other IFRS Accounting Standards. |
Critical accounting judgements and key sources of estimation uncertainty
The preparation of Financial Statements in conformity with UK-adopted IAS requires management to make estimates and judgements that affect the reported amounts of assets and liabilities as well as the disclosure of contingent assets and liabilities at the period end and the reported amounts of revenues and expenses during the reporting period. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
The Group's accounting policy descriptions set out the areas that involve significant estimation, uncertainty and critical judgement. The most significant of which are:
(a) Carrying value of intangible exploration and evaluation assets - Note 14
The capitalisation of exploration costs relating to the exploration and evaluation phase requires management to make judgements as to the future events and circumstances of a project, especially in relation to whether an economically viable extraction operation can be established. In making such judgements, the Directors take comfort from the findings from exploration activities undertaken, the fact the Group intends to continue these activities and that the Company expects to be able to bring in a partner to support future development of the project.
At each reporting date, management make a judgment as to whether circumstances have changed following the initial capitalisation and whether there are indicators of impairment. If there are such indicators, an impairment review will be performed which could result in the relevant capitalised amount being written off to the income statement. The Directors assess the impairment indicators as presented within IFRS 6 Exploration for and Evaluation of Mineral Resources.
In the current year an impairment charge of £nil (2023: £44,115) was made to Intangibles Assets and charged to the Consolidated Statement of Comprehensive Income, see Note 14.
(b) Investment in subsidiaries and recoverability of intercompany receivables - Note 15 and 17
In addition, the Company has also considered its investment in subsidiaries and loans to subsidiaries. In the current year and at this stage of the Company's development, the Company sees no requirement for impairment of its investment in or loans to its subsidiaries, given the early stage nature of the underlying exploration assets, the fact we have only just completed our first drill programme and we have recently renewed our exploration licences.
Employee benefits
All employee benefit costs, notably bonuses and contributions to personal pension plans are charged to the Consolidated Statement of Comprehensive Income on an accruals basis.
Financial instruments
Financial instruments are classified on initial recognition as financial assets, financial liabilities or equity instruments in accordance with the substance of the contractual arrangement. Financial instruments are initially recognised when the Company becomes party to the contractual provisions of the instrument. Financial assets are de-recognised when the contractual rights to the cash flows from the financial asset expire or when the contractual rights to those assets are transferred. Financial liabilities are de-recognised when the obligation specified in the contract is discharged, cancelled or expired.
Financial assets
Cash and cash equivalents
Cash and cash equivalents comprise bank current account balances and short-term deposits with a maturity of three months or less. Amounts are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.
Trade and other receivables
Trade and other receivables have fixed or determinable payments that are not quoted in an active market, are measured at initial recognition at fair value, and are subsequently measured at amortised costs using the effective interest method less impairment. Trade and other receivables are reduced by appropriate allowances for estimated irrecoverable amounts. Interest income is recognised by applying the effective interest rate, except for short-term receivables when the recognition of interest would be immaterial.
Impairment of financial assets
At each statement of financial position date, financial assets are assessed for indicators of impairment. Financial assets are impaired if indications exist that events have occurred after the initial recognition of the financial asset that estimated future cash flows have been impacted. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. Where the asset does not generate cash flows that are independent from other assets, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs. Any impairment loss arising from the review is charged to the statement of comprehensive income whenever the carrying amount of the asset exceeds its recoverable amount.
IFRS 9 requires the Company to make an assessment of expected credit losses relating to loans to subsidiary companies. An expected credit loss model has been used which takes into account the probability of default, the exposure at default and the loss given default at the year end. The Company defines default as the performance against plans, forecasts and the overall progress towards monetisation.
The Company does not expect loans to be recalled within the next 24 months and nor would amounts be available to repay on demand and therefore the Company has considered this in calculating the expected credit loss. The probability of default is considered to be low when considering the performance of the subsidiary companies. The potential recoverable amount has been estimated based on a probability weighted cashflow model. Cashflow assumptions include forecast future licence payments, the amount and timing of which are uncertain. The Company does not believe that there is a significant risk of default and therefore has not recognised a loss provision in the current year.
Financial liabilities
Trade and other payables
Trade and other payables are initially measured at their fair value and are subsequently measured at their amortised cost using the effective interest rate method except for short-term payables when the recognition of interest would be immaterial.
Foreign currency translation
The Company translates foreign currency transactions into its functional currency, £, at the rate of exchange prevailing at the transaction date. Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the rate of exchange prevailing at the Statement of Financial Position date. Exchange differences arising are taken to the Statement of Comprehensive Income.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions.
On consolidation, exchange differences arising from the translation of the net investment in foreign subsidiaries (listed below) are taken to other comprehensive income. When a foreign subsidiary is partially disposed of or sold, exchange differences that were recorded in equity are recognised in the income statement as part of the gain or loss on sale.
EGT and European Green Metals Limited have a functional currency of GBP£, Rockfleet Minerals Limited and European Green Metals (Ireland) Limited have a functional currency of Euro€ and European Mineral Exploration AB and Olree AB have a functional currency of Swedish Krona SEK.
Intangible assets - Exploration for and Evaluation of Mineral Resources
Exploration expenditure relates to the initial search for deposits with economic potential. Evaluation expenditure arises from a detailed assessment of deposits that have been identified as having economic potential. The costs of exploration assets include the cost of acquiring the right to explore. Costs incurred in relation to evaluating the technical feasibility and commercial viability of extracting resources are capitalised as part of exploration and evaluation assets. Exploration costs are capitalised until technical feasibility and commercial viability of extraction of reserves are demonstrable. At that point, all costs which have been capitalised to date and included in exploration and evaluation assets, are assessed for impairment. All impairment losses are recognised immediately in the statement of comprehensive income. If assets are not impaired, then they are reclassified as either tangible assets or intangible assets and amortised over their useful life.
Impairment of intangible assets - Exploration for and Evaluation of Minerals Resources
Exploration and evaluation assets are assessed for impairment when facts and circumstances suggest that the carrying amount may exceed its recoverable amount. The Group reviews and tests for impairment indicators on an ongoing basis and specifically if the following occurs:
• the period for which the group has a right to explore in the specific area has expired during the year or will expire in the near future, and is not expected to be renewed;
• substantive expenditure on further exploration for and evaluation of mineral resources in the specific area is neither budgeted nor planned;
• exploration for and evaluation of mineral resources in the specific area have not led to the discovery of commercially viable quantities of mineral resources and the Group has decided to discontinue such activities in the specific area;
• sufficient data exists to indicate that although a development in the specific area is likely to proceed the carrying amount of the exploration and evaluation asset is unlikely to be recovered in full from successful development or by sale.
Where an impairment indicator is met, the Group performs a full impairment assessment under IAS 36.
Investment in subsidiaries
Investments in subsidiaries are stated at cost less impairment. Investment in subsidiaries are subject to annual impairment review, with any impairment charge being recognised in the Statement of Comprehensive Income. The Group determines whether an investment is a business combination by applying the definition in IFRS 3, which requires that the assets acquired and liabilities assumed constitute a business. If the assets acquired are not a business, the Group accounts for the transaction as an asset acquisition. Frequently, the acquisition of mining exploration assets is effected through a non-operating corporate structure. As these structures do not represent a business, it is considered that the transaction does not meet the definition of a business combination. Accordingly, the transaction is accounted for as the acquisition of an asset. The net assets acquired are recognised at cost. When IFRS 3 guidance is applied to the acquisition of Rockfleet Minerals Limited, European Mineral Exploration AB and Olree AB the indicators point to the acquisition being that of assets (primarily mining exploration permits) as opposed to an acquisition of a business. After reviewing the characteristics of the acquisition, the Group has determined that the appropriate accounting treatment of these acquisitions is as asset acquisition.
Impairment of investment in subsidiaries
At each Statement of Financial Position date, the Company reviews the carrying amounts of its investment in subsidiaries to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. Any impairment loss arising from the review is charged to the Statement of Comprehensive Income whenever the carrying amount of the asset exceeds its recoverable amount.
The Group assesses each asset annually to determine whether any indication of impairment exists. Where an indicator of impairment exists, a formal estimate of the recoverable amount is made, which is considered to be the higher of the fair value less costs to sell and value in use. These assessments require the use of estimates and assumptions such as discount rates, future capital requirements, general risks affecting the green energy industry and other risks specific to the individual asset. Fair value is determined as the amount that would be obtained from the sale of the asset in an arm's length transaction between knowledgeable and willing parties. Fair value is generally determined as the present value of estimated future cash flows arising from the continued use of the asset, using assumptions that an independent market participant may take into account. Cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Assets are grouped into the smallest group that generate cash inflows are independent of other assets.
Property, plant and equipment
Property, plant and equipment are stated at historical cost less accumulated depreciation and any provision for impairment. Historical cost includes expenditure that is directly attributable to the acquisition of the asset and bringing the asset to its working condition for its intended use.
Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only where it is probable that future economic benefits associated with the asset will flow to the Group and the cost of the asset can be measured reliably. The carrying amount of the replaced asset is derecognised. All other repairs and maintenance are charged to the Statement of Comprehensive Income during the financial period in which they are incurred. Any borrowing costs associated with qualifying property, plant and equipment are capitalised and depreciated at the rate applicable to that asset category.
Depreciation on assets is calculated using the straight-line method to allocate their cost to its residual value over their estimated economic useful lives, as follows:
Computer Equipment three years
Office Equipment three years
The assets' residual values and useful economic lives are reviewed regularly, and adjusted if appropriate, at the end of each reporting period.
An asset's carrying value is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount.
Gains and losses on the disposal of assets are determined by comparing the proceeds with the carrying amount and are recognised in Administration expenses in the Statement of Comprehensive Income.
Taxes
Tax comprises current and deferred tax. Current tax is the expected tax payable on the taxable income for the period, using tax rates enacted or substantially enacted at the reporting date. Deferred tax assets or liabilities are recognised where the carrying value of an asset or liability in the Statement of Financial Position differs to its tax base and is accounted for using the statement of financial position liability method. Recognition of deferred tax assets is restricted to those instances where it is probable that taxable profit will be available against which the difference can be utilised. There is no deferred tax asset recognised for the Group or Company as the Company is still pre-revenue, and thus not considered probable that future trading profits would be generated in which this asset could be offset.
Share capital
Ordinary Shares are classified as equity. Proceeds in excess of the nominal value of shares issued are allocated to the share premium account and are also classified as equity. Incremental costs directly attributable to the issue of new Ordinary Shares or options are deducted from the share premium account.
Revenue recognition
Interest income
Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable.
Exceptional items
These are items of an unusual or non-recurring nature incurred by the Group and include transactional costs and one-off items relating to business combinations, such as acquisition expenses, restructuring costs, IPO costs etc.
3. Segmental information
The Board considers there to be only a single operating segment: Green Energy projects. All areas of the business are engaged in the development of a range of Green Energy projects. Performance information is reported as a single business unit to the executive management team, who are responsible for reviewing the Group's management information. The Chief Executive Officer and Chief Financial Officer are considered to be the chief operating decision makers.
The Group did not generate revenue during the year or prior year.
Location of non-current assets
2024 £ | 2023 £ | |
Sweden | 1,852,045 | 1,436,670 |
Germany | 134,668 | 134,668 |
UK/Ireland | 2,505 | 850 |
Total non-current assets | 1,989,218 | 1,572,188 |
Non-current assets consist of intangible assets and tangible assets. Intangible assets are classified under the location where the project is located. Tangible assets are classified where the company holding the asset is incorporated.
4. Administrative costs
2024 £ | 2023 £ | |
Employee benefit expense (Note 8) | 654,681 | 13,002 |
Professional fees, public and investor relations | 514,894 | 201,977 |
Licences, options, subcontractors' fees, travel | 306,891 | 208,717 |
Office, administration and general expenses | 308,276 | 149,828 |
Share option charge (Note 8 & 24) | 24,483 | |
Total administrative costs | 1,809,225 | 573,524 |
There were no short-term lease payments expensed during year ended 31 December 2024 (2023: £Nil).
5. Exceptional items
2024 £ | 2023 £ | |
Exceptional items include: | ||
- Impairment of Hainichen Licence | 44,115 | |
- Transaction costs relating to IPO of Company (see Note 27) | 386,094 | 47,310 |
Total exceptional Loss | 386,094 | 91,425 |
6. Auditor remuneration
Services provided by the Company's auditor and its associates. During the year the Group (including its overseas subsidiaries) obtained the following services from the Company's auditor and its associates:
2024 £ | 2023 £ | |
Fees payable to Company's auditor for the audit of the Parent Company and Consolidated Financial Statements Fees payable to Company's auditor as Reporting Accountant for IPO of Company (included in Note 5 exceptional costs above) |
43,050
70,000 |
38,000
30,000 |
Total paid to the Company auditor | 113,050 | 68,000 |
Fees payable to other auditors for services: | ||
- Prior year and interim audit fees paid to previous auditor | 6,050 | |
- Tax services paid to other auditors | 5,250 | 4,173 |
Total paid to other auditors | 5,250 | 10,223 |
Total auditor's remuneration | 118,300 | 78,223 |
7. Directors' emoluments
2024 £ | 2023 £ | |
Aggregate emoluments | 367,667 | |
Social security costs | 39,260 | |
Contribution to defined contribution pension scheme | 14,919 | |
Share based payment charge (Note 24) | 21,290 | |
Total Directors' remuneration | 443,136 |
See further disclosures within the Group Director's Report. There were no emoluments paid to Directors for their services as directors during 2023.
8. Employee benefit expense (including Note 7)
2024 £ | 2023 £ | |
Wages and salaries | 570,978 | 10,738 |
Social security costs | 56,464 | 1,187 |
Pension costs | 27,239 | 1,077 |
Share based payments charge (Note 24) | 24,483 | |
Total employee benefit expense | 679,164 | 13,002 |
9. Average number of people employed
2024 Group No. | 2023 Group No. | 2024 Company No. | 2023 Company No. | |
Average number of people (including Directors) employed was: Administration |
5 |
3 |
2 | |
Total average number of people employed | 5 | 3 | 2 |
Monthly weighted average used in above calculation.
10. Net finance costs
2024 £ | 2023 £ | |
Interest expense: - Interest credited/(charged) on convertible debt securities* (see Note 21) |
1,247 |
(43,945) |
Finance costs | 1,247 | (43,945) |
Finance income - Interest income on bond held by Swedish Mining authority - Interest on tax and other refunds - Interest income on bank deposits |
111 502 53,429 |
14 |
Finance income | 54,042 | 14 |
Net finance income/(expense) | 55,289 | (43,932) |
*All convertible debt securities converted to ordinary shares in EGT on date of IPO 8 April 2024.
11. Income tax expense
Group | 2024 £ | 2023 £ |
Total current tax charge | ||
Total deferred tax |
The tax charge on the Group's results before tax differs from the theoretical amount that would arise using the standard tax rate applicable to the loss of the consolidated entities as follows:
2024 £ | 2023 £ | |
(Loss) before tax | (2,140,030) | (708,881) |
Tax calculated at domestic tax rates applicable to UK small profits rate of tax of 19% | ||
(2023 - 19%) | (406,606) | (134,687) |
Tax effects of: | ||
- Expenses not deductible for tax purposes | (31) | (173) |
- Losses carried forward | (406,575) | (134,514) |
Total tax charge |
See Note 20 for details on deferred tax asset.
12. Loss per share
Basic and diluted
Basic loss per share is calculated by dividing the (Loss) attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the year.
2024 £ | 2023 £ | |
(Loss) for the year | (2,140,030) | |
Weighted average number of Ordinary Shares in issue | 109,743,447 | |
Loss per share from operations | (£0.0195) |
On incorporation on 25 January 2024, 2000 shares@ £0.0005 were issued. These shares were later converted to 400 shares@ £0.0025 when EGT acquired the EGM Group in March 2024.
On 14 March 2024, EGT and EGM completed a share exchange agreement whereby EGT acquired the EGM group by issuing 1 EGT share for each 1 EGM share in issue. 56,307,702 EGT shares @£0.0025/share were issued as a result.
Convertible debt securities (see Note 21) were converted to equity on admission of EGT to AIM on the London Stock exchange on 8 April 2024. 23,691,900 EGT shares@ £0.01/share were issued as a result.
The Company issued a further 64,620,890 shares@ £0.01/share as part of a fundraise on admission of EGT to AIM on the London Stock Exchange on 8 April 2024.
EGT adopted an Employee Performance Incentive Plan ("EPIP") for a number of key senior management on admission of EGT to AIM on the London Stock Exchange on 8 April 2024. Due to the losses in the year, the effect of the share options noted in Note 24 are considered to be anti-dilutive. The weighted average number of potentially dilutive shares at 31 December 2024 was 1,684,153.
13. Property, plant and equipment
Group | Office Equipment £ | Computer equipment £ | 2024 Total £ | 2023 Total £ |
Cost At 1 January 2024 Additions Exchange differences |
1,043 |
850 1,232 5 |
850 2,275 5 |
850 |
At 31 December | 1,043 | 2,087 | 3,130 | 850 |
Depreciation At 1 January 2024 Charge for the year Exchange differences |
261 |
364 |
625 | |
At 31 December | 261 | 364 | 625 | |
Net book value at 31 December | 782 | 1,723 | 2,505 | 850 |
The Company has no property, plant or equipment.
14. Intangible fixed assets
Group | Group 2024 £ | Group 2023 £ |
Cost At 1 January Additions Exchange differences |
1,615,453 422,877 (7,502) |
239,642 1,377,102 (1,291) |
At 31 December | 2,030,828 | 1,615,453 |
Amortisation and impairment At 1 January Charge for the year Impairment (see Note 5) |
44,115 |
44,115 |
At 31 December | 44,115 | 44,115 |
Net book value At 31 December |
1,986,713 |
1,571,338 |
The Group reviews the carrying amounts of its intangible assets to determine whether there are any indications that those assets have suffered an impairment loss. If any such indications exist, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. Impairment indications include events causing significant changes in any of the underlying valuation assumptions used.
In the current year an impairment charge of £nil (2023: £44,115) was made to the Consolidated Statement of Comprehensive Income.
The Company has no intangible fixed assets.
15. Investments in subsidiaries
Company | 2024 £ | 2023 £ |
Shares in Group undertakings At 1 January Investment in European Green Metals Ltd Group |
140,769 | |
At 31 December | 140,769 |
On 14 March 2024, EGT and EGM completed a share exchange agreement whereby EGT acquired the EGM Group by issuing 1 EGT share for each 1 EGM share in issue. 56,308,102 EGT shares@ £0.0025/share were issued as a result. (See Note 23)
The investment in the EGM Group is recorded at cost, which is the fair value of the consideration paid. Following review an impairment provision of Nil (2023: N/a) has been made to the investment in subsidiaries.
All the subsidiaries are included in the consolidation. The proportions of voting shares held by the Parent Company do not differ from the proportion of Ordinary Shares held. The subsidiaries are listed below:
Company Name | Registered address | % Holding | Business |
European Green Metals Limited
| 25 Walbrook, London, EC4N 8AF, UK
| 100% | Service Company |
European Green Metals (Ireland) Ltd
| 4th Floor Fitzwilliam Hall, Fitzwilliam Place, Dublin, Ireland
| 100% | Service company |
Rockfleet Minerals Limited
| 18, Kings Hill, Westport, Co. Mayo, F28 AC99, Ireland
| 100% | Exploration
|
European Minerals Exploration AB
| C/0 Fredersen Advokatbyra AB, Birger Jarlsgatan 8, 114 34 Stockholm, Sweden
| 100% | Early stage exploration |
Olree AB
| C/0 Fredersen Advokatbyra AB, Birger Jarlsgatan 8, 114 34 Stockholm, Sweden | 100% | In liquidation process |
The Group's financial instruments comprise investments, cash at bank, and various items such as debtors, convertible debt security certificates, and creditors. The Group has not entered into derivative transactions, nor does it trade financial instruments as a matter of policy. A detailed description of how risk management is carried out by the Directors of the Group is contained in the strategic report on page 5 and 6.
Financial instruments by category
(a) Assets
Group 2024 £ | Group 2023 £ | Company 2024 £ | Company 2023 £ | |
31 December | ||||
Assets at amortised cost | ||||
Trade and other receivables | 12,402 | 1,296 | 12,136 | |
Cash and cash equivalents | 3,661,001 | 87,969 | 3,075,781 | |
Total | 3,673,403 | 89,265 | 3,087,917 |
Assets in the analysis above are all categorised as 'other financial assets at amortised cost' for the Group and Company.
Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Group's approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group's reputation.
(b) Liabilities
Group 2024 £ | Restated Group 2023 £ |
Company 2024 £ |
Company 2023 £ | |
31 December Liabilities at amortised cost Convertible debt securities Trade and other payables |
- 273,651 |
1,788,300 333,373 |
135,379 | |
Total | 273,651 | 2,121,673 | 135,379 |
Liabilities in the analysis above are all categorised as 'other financial liabilities at amortised cost' for the Group and Company.
Prior year 2023 Group comparative has been restated to exclude payroll tax payment previously included.
(c) Credit quality of financial assets and liabilities
The Group is exposed to credit risk from its financing activities, including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments.
The Group's maximum exposure to credit risk, due to the failure of counter parties to perform their obligations as at
31 December 2024 and 31 December 2023, in relation to each class of recognised financial assets, is the carrying amount of those assets as indicated in the accompanying Statement of Financial Position.
Cash at bank
The credit quality of cash has been assessed by reference to external credit ratings, based on reputable credit agencies' long-term issuer ratings:
Rating | 2024 £ | 2023 £ |
A-AAA | 3,661,001 | |
Total | 3,661,001 |
Foreign currency risk
The Group incurs costs denominated in foreign currencies (including Euros and Swedish Krona) which gives rise to short term exchange risk. The Group does not currently hedge against these exposures as they are deemed immaterial and there is no material exposure as at the year end.
Market risk
Market risk is the risk that changes in market prices, such as commodity prices, interest rates, foreign exchange rates, and equity prices will affect the Group's value of its holdings in financial instruments.
17. Trade and other receivables
Group 2024 £ | Group 2023 £ | Company 2024 £ | Company 2023 £ | |
Trade and other receivables Amounts owed by subsidiary undertakings | 43,204 | 1,296 | 22,772 3,608,514 | |
Total | 43,204 | 1,296 | 3,631,286 |
The Directors consider that the carrying amount of trade and other receivables approximates to their fair value.
The carrying amounts of the Group's trade and other receivables denominated in all currencies were as follows:
Group 2024 £ | Group 2023 £ | Company 2024 £ | Company 2023 £ | |
GBP EUR SEK | 42,472 419 313 |
1,296 | 22,772 | |
Total | 43,204 | 1,296 | 22,772 |
18. Cash and cash equivalents
Cash and cash equivalents include the following for the purposes of the statement of cash flows:
Group 2024 £ | Group 2023 £ | Company 2024 £ | Company 2023 £ | |
Cash at bank and on hand Cash and cash equivalents | 3,661,001 3,661,001 | 87,969 87,969 | 3,075,781 3,075,781 |
The Directors consider that the carrying amount of cash and cash equivalents approximates to its fair value.
19. Trade and other payables
Group 2024 £ | Group 2023 £ | Company 2024 £ | Company 2023 £ | |
Trade payables Social security and other taxes (see Note 8) Other payables Accrued expenses | 52,821 17,346 932 220,830 | 46,953 4,645 130,000 156,420 |
4,787
135,379 | |
Total | 291,929 | 338,018 | 140,166 |
The fair value of trade and other payables approximates to their book value. All balances are due within 1 year.
20. Deferred income taxDeferred tax assets
Deferred income tax assets are recognised to the extent that the realisation of the related tax benefit through future taxable profits is probable. There is no deferred tax asset recognised for the Group or Company's accumulated tax losses of £2,315,701 and £604,430 respectively as the Group and Company are still pre-revenue.
21. Borrowings
Group 2024 £ | Group 2023 £ | Company 2024 £ | Company 2023 £ | |
Current - falling due within 1 year Convertible debt securities ("CDSs") Non-current - falling due after 1 year Convertible debt securities ("CDSs") |
1,788,300 | |||
Total borrowings | 1,788,300 |
During 2022, 2023 and 2024, EGM issued Convertible debt securities ("CDS") to a collective ofhigh-net-worth investors.
For all CDSs either the principal was fully repayable at the end of year two (2) or all CDSs were automatically convertible to ordinary shares if EGM completed an initial public offering ("IPO") before the second anniversary of each CDS.
Following novation of all CDSs from EGM to EGT in March 2024, the new Parent Company of EGM, EGT, was admitted to trading on AIM on 8 April 2024 and consequently all CDSs were converted into ordinary shares in EGT plc. (See Note 12)
22. Share capital
Group 2024 £ | Group 2023 £ | Company 2024 £ | Company 2023 £ | |
144,620,892 (2023 - Nil) Ordinary shares of £0.0025 nominal value |
361,552 |
361,552 | ||
Total | 361,552 | 361,552 |
The share capital of European Green Transition plc consists only of fully paid ordinary shares. All shares are equally eligible to share in declared dividends, appoint Directors, receive notice of, attend, speak and vote at any general meeting of the Company.
EGT was incorporated on 25 January 2024. On incorporation on 25 January 2024, 2000 shares @ £0.0005 were issued. These shares were later converted to 400 shares@ £0.0025 when EGT acquired the EGM Group in March 2024.
On 14 March 2024, EGT and EGM completed a share exchange agreement whereby EGT acquired the EGM group by issuing 1 EGT share for each 1 EGM share in issue. 56,307,702 EGT shares@ £0.0025/share were issued as a result.
Convertible debt securities (see Note 21) in issue were converted to equity on admission of EGT to AIM on the London Stock Exchange on 8 April 2024. 23,691,900 EGT shares@ £0.01/share were issued as a result.
The Company issued a further 64,620,890 shares@ £0.01/share as part of a fundraise on admission of EGT to AIM on the London Stock Exchange on 8 April 2024.
Other reserves
Group and Company
Share option premium
Share premium is the difference between the nominal value of share capital and the actual cash received on fundraising less any costs associated with the fund-raising.
Share option reserve
A share option reserve was created in Hi 2024, following the Company adopting an Employee Performance Incentive Plan ("EPIP") for a number of key senior management, which granted them share options in EGT following its admission to AIM on 8 April 2024. (See Note 24)
Reverse acquisition reserve
The reverse acquisition reserve resulted from the reverse acquisition of European Green Transition plc by European Green Metals Ltd. (See Note 23)
Foreign currency reserve
The presentation currency of the Group is GBP£. This reserve arises from the translation of the subsidiaries which are denominated in Euro and SEK into GBP£ on consolidation.
The Euro denominated subsidiaries are Rockfleet Minerals Limited and European Green Metals (Ireland) Limited. The SEK denominated subsidiaries are European Mineral Exploration AB and Olree AB.
Retained Earnings
For the Group and Company, earnings reflect the earnings of European Green Transition plc.
23. Reverse acquisition accounting
On 14 March 2024, EGT completed a share for share agreement for 100%of the share capital of EGM (the 'Legal Subsidiary' or EGM Ltd) for 56,308,102 Consideration Shares at a nominal value of £0.0025, valuing the Company at £140,770.
The acquisition has been treated as a reverse acquisition and hence accounted for in accordance with IFRS 2. Although the transaction resulted in EGM Ltd becoming a wholly owned subsidiary of the Company, the transaction constitutes a reverse acquisition as the previous shareholders of EGM Ltd owned all of the Ordinary Shares of the Company and the executive management of EGM Ltd became the executive management of EGT. In substance, the shareholders of EGM Ltd acquired controlling interest in the Company and the transaction has therefore been accounted for as a reverse acquisition. The reverse acquisition falls under IFRS 2 rather than IFRS 3 as the activities of EGT (the 'Legal Parent') did not constitute a business.
The following table summarises the consideration paid for the Legal Parent through the reverse acquisition and the amounts of the assets acquired and liabilities assumed on the acquisition date. The financial comparatives relate to Legal Subsidiary rather than the Legal Parent as the consolidated Financial Statements represent a continuation of the Financial Statements of the Legal Subsidiary.
Consideration at 14 March 2024 | GBP£ |
Equity instruments in issue (56,308,102 ordinary shares at £0.0025) | 140,770 |
Total consideration | 140,770 |
Recognise amounts of identifiable assets acquired and liabilities assumed | GBP£ |
Intangible assets | 1,601,168 |
PPE | 855 |
Trade & other receivables | 23,590 |
VAT recoverable | 78,798 |
Cash & cash equivalents | 198,461 |
Trade & other payables | (404,979) |
Convertible debenture securities | (2,043,300) |
FX reserve | 14,495 |
Retained losses | 976,763 |
Total identified net assets | 445,851 |
In a reverse acquisition, the acquisition date fair value of the consideration transferred by the Legal Subsidiary is based on the number of equity instruments that the Legal Subsidiary would have had to issue to the owners of the Legal Parent to give the owners of the Legal Parent the same percentage of equity interests that results from the reverse acquisition. However, in the absence of a reliable valuation of the Legal Subsidiary, the cost of the reverse acquisition was calculated using the fair value of all the pre-acquisition issued equity instruments of the Legal Parent as at the date of the acquisition. The fair value was based on the nominal price of the Legal Parent shares immediately prior to the acquisition being £0.0025 per share.
The fair values of the recognised amounts of identifiable assets acquired and liabilities assumed equate to their carrying values as stated above without restatement to fair value.
The Legal Parent did not contribute any revenue to the Group prior to the reverse acquisition.
The following table summarises the movements in the Reverse acquisition reserve for the period.
Reverse acquisition reserve | GBP£ |
Opening balance Investment in legal subsidiary - EGM Ltd |
(140,770) |
Elimination of legal subsidiary share capital and share premium | 445,851 |
Closing balance | 305,081 |
24. Share based payments
In March 2024, conditional upon the IPO being successful in April 2024, an Employee Performance Incentive Plan was launched granting 2,300,000 share options in EGT to 2 Executive Directors and a member of the senior management team.
The value of the share options is measured by the use of a Black Scholes Model. The inputs into the Black Scholes Model were as follows:
Options in issue | 2,300,000 |
Exercise price (when share price above 18.5p for 14 consecutive days on AIM) | 0.0025p |
Expected volatility | 75% |
Expected dividend | 0% |
Contractual life remaining | 6.6 yrs |
Risk free interest rate | 3.5% |
Estimated fair value of each option | 0.0982p |
The share-based payment charge for the year ending 31 December 2024 was £24,483 (2023: Nil). There were no share options outstanding as at 31 December 2023.
25. Cash used in operations
Group 2024 £ | Restated Group 2023 £ |
Company 2024 £ |
Company 2023 £ | |
(Loss) before income tax | (2,140,030) | (708,881) | (1,321,188) | |
Adjustments for: | ||||
- Net finance costs (Note 10) | (55,289) | 43,932 | (140,835) | |
- Depreciation | 620 | |||
- Impairment of intangible | 44,115 | |||
- FX Losses on conversion of CDSs (Note 21) | 7,140 | |||
- IPO related costs | 386,094 | 47,310 | 386,094 | |
- Option agreement costs | 233,927 | 233,927 | ||
- Share option expense | 24,483 | 24,483 | ||
Changes in working capital: | ||||
- Decrease/(increase) in trade and other receivables | (29,520) | 1,878 | (10,636) | |
- Increase in VAT tax recoverable | (7,543) | (31,548) | (77,304) | |
- Increase in trade and other payables | (29,330) | 168,295 | 140,166 | |
Net cash (used) in operations | (1,616,588) | (427,759) | (765,293) |
Prior year Group Net cash (used) in operations has been restated to reflect IPO related costs of £47,310 which are now shown within financing activities. Also the movement in trade and other receivables and payables has been adjusted to move interest related accruals to financing activities.
26. Related Party Disclosures
Key management are those persons having authority and responsibility for planning, controlling and directing the activities of the Company. In the opinion of the Board, the Company's key management are the Directors of European Green Transition plc.
Directors
The Directors' emoluments charged during 2024 were £443,135 (See Note 7). There were no Directors' emoluments paid during 2023.
Group
Raglan Professional Services Limited, a company controlled by Cathal Friel, Non-Executive Chairman, invoiced the Group in 2024 for services in relation to business development opportunities for £105 (2023: £80,630), in relation to consultancy services for £124,586 (2023: £nil) and in relation to IPO and Corporate Finance Services for £161,180 (2023: nil).There was a balance of £28,170 outstanding to Raglan Professional Services Ltd at year end (2023: £80,630).
Poolbeg Pharma (Ireland) Limited, a company in which Cathal Friel is Non-Executive Chairman, invoiced the Group in 2024 for services in relation to shared office and staff costs of £110,664 (2023: £nil). There was a balance of £35,248 outstanding to Poolbeg Pharma (Ireland) Limited at year end (2023: nil).
Mitaks Investment & Management AB, a company controlled by Daniel Akselson, Non-Executive Director' of EGT, was a 10% shareholder, in European Mineral Exploration AB prior to the acquisition by EGM on 6 July 2023. As part of the consideration paid by the Group, Mitaks Investment & Management AB received a convertible debt security certificate for £45,000 plus a deferred cash payment of £6,500. The CDS converted to equity on successful completion of the IPO on 8 April 2024. Mitaks Investment & Management AB also invoiced the Group in 2024 in relation to consultancy services for £25,000 (2023:£nil). There was no balance outstanding at year end to Mitaks Investment & Management AB (2023: £nil).
There were no other related party transactions during the year.
Company
At 31 December 2024 the Company was owed £3,608,513 (2023 - £82,673) by its subsidiaries.
27. Capital commitments
The Group had no capital commitments at 31 December 2024 or at 31 December 2023.
The projects are all held under exploration licences, which are due for renewal in the upcoming years. These renewals will incur associated renewal fees. There are various specific costs relating to the continuance of business activities including staffing and consultancy costs, office costs and various sundry items including warehousing commitments for equipment and core storage.
No provision has been made in the Financial Statements for these amounts as the expenditure items are expected to be incurred in the normal course of business operations. Furthermore, whilst maintaining the current portfolio of exploration interests is the intent of the Group, should activities be ceased in any project, aside from modest exit costs, the costs of that project would cease.
28. Post balance sheet events
The following events have taken place since the year end:
1. On 14 April it was announced that Cathal Friel, Non-Executive Director, would become Non-Executive Chairman of the Board and Daniel Akselson would remain on the Board as a Non-Executive Director and chair of the Audit Committee.
2. The licences for our Swedish exploration projects, in Pajala and Olserum, were successfully renewed and have been extended to March 2028 and June 2029 respectively.
29. Ultimate controlling partyAt 31 December 2024 there was no one ultimate controlling party of EGT plc.
Related Shares:
European Green Transition