Interim Results for the period to 30 June 2024

European Green Transition PLC

24 September 2024

 

24 September 2024

European Green Transition plc

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

 Interim Results for the period to 30 June 2024

European Green Transition (AIM: EGT), a company developing green economy assets in Europe which aims to capitalise on the opportunities created by the green energy transition, is pleased to announce its unaudited interim results for the period ended 30 June 2024.

Interim Results 2024 Highlights

·    Successfully listed on AIM in April 2024, raising gross proceeds of £6.5 million.

·    Signed an exclusive 12-month option to potentially acquire the Cyprus Copper Tailings Recycling project at Limni in west Cyprus.

·    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.

·    Key milestones reached in the development of the Olserum rare earth elements ("REE") project in Sweden, including award of drill permitting, successful community engagement meeting, and positive sample results which reported high grade sample results from Djupedal with values of 4.79%, 5.8% and 11.77% TREO ("Total Rare Earth Oxides").

·    Robust cash position of £4.9 million as at 30 June 2024, providing capital to implement EGT's strategy of targeting revenue or near-revenue stage green economy assets.

Post Period End Highlights

·    Successful completion of 13 hole, c.1,500m low-cost drill programme at the Olserum REE project targeting the Djupedal and Olserum West prospects which aims to confirm the district scale REE potential at the Olserum REE project.  The Directors are encouraged by the work performed with visual inspection of the drill core indicating broad alteration zones and intervals with intersections of visible phosphate mineralisation. Laboratory results are expected later in H2-2024.

·    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.

·    Encouraging preliminary sample results received from the Cyprus Copper Tailings Recycling project in July 2024. The Company has now progressed to the next stage of due diligence, as it looks to evaluate the potential for near term revenue generation from a low-cost hydraulic pumping process, with subsequent potential for solar development.

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

"I am pleased to present European Green Transition's financial results for the first half of 2024. Following our successful listing on AIM in April 2024 where we raised gross proceeds of £6.5m, we have continued our momentum by signing two option agreements on exciting green economy projects: the Cyprus Copper Tailings Recycling project and the Altan Carbon Credit Project. We continue to conduct diligence on both projects, receiving encouraging initial sample results from the Cyprus Copper Tailings Recycling project which confirmed the presence of copper, and we are now progressing to the next stage of diligence as we look to generate near term revenue through the extraction of copper using a capital efficient hydraulic pumping system. Similarly, we continue to progress our Altan Carbon Credit Project, engaging with key stakeholders to develop a long term sustainable business, generating and selling carbon and biodiversity credits.  

"We recently announced the completion of our low-cost drill programme at the Olserum REE project in Sweden, ahead of schedule and under budget, as we look to prove the district scale potential for this project. I am pleased with the initial findings and observed geology in the drill core that we have obtained, and we look forward to receiving the results which are expected later this year. This programme is a crucial step in our goal to monetise the Olserum REE project in the near future, which if successful would allow us to redirect our focus and resources to more advanced revenue or near revenue stage opportunities in the green energy transition as we look to develop a profitable, sustainable business in the green economy."

A copy of this announcement, together with the Interim Results, will be available to view on the Company's website in due course at www.europeangreentransition.com

Notice of Investor Presentation

The EGT management will provide a virtual presentation via ShareSoc, followed by a live Q&A. The presentation will take place at 17.00 BST on Tuesday 24^th September 2024.

Investors can register for the webinar here.

Enquiries

European Green Transition plc

Aiden Lavelle, CEO	[phone]
Jack Kelly, CFO

Panmure Liberum - Nominated Adviser and Broker

James Sinclair-Ford / Dougie McLeod Mark Murphy / Kieron Hodgson / Rauf Munir

+ 44 (0) 20 7886 2500

Camarco - Financial PR

Billy Clegg, Elfie Kent, Lily Pettifar, Poppy Hawkins

[e-mail] + 44 (0) 20 3757 4980

Notes to Editors

European Green Transition plc (listed on the AIM London Stock Exchange under the ticker "EGT") is a business operating in the green economy transition space in Europe. EGT intends to capitalise on the opportunities created by Europe's transition away from fossil fuels to a green, renewables-focused economy. The Company plans to expand its existing portfolio of green economy assets through M&A, targeting what it believes to be distressed and undervalued projects that are at or close to revenue generation. EGT sees substantial opportunities to deliver value from its M&A pipeline across the green economy space.

EGT's highly experienced leadership team has a strong track record of building successful public companies through the acquisition of distressed assets via M&A. EGT plans to replicate this approach, creating a sustainable and profitable business while generating shareholder returns.

The Company's current portfolio of green economy assets includes the Olserum Rare Earth Project in Sweden. The Olserum project is one of Sweden's projects of "National Interest" and has the potential to become Europe's first operating REE mine. EGT has also taken an exclusive option over a copper tailings recycling project in Cyprus with the potential to generate meaningful amounts of copper, and the site and surroundings offer an excellent long-term location to establish a potential solar power facility. EGT has taken a further exclusive option to develop a peatland carbon sink programme and in turn generate carbon credits at Altan in Donegal in the northwest of Ireland. EGT owns additional projects in northern Sweden and Germany which have defined and tangible upside with potential to realise near-term inflection points in a cost-effective manner.

EGT's objective is to build a profitable business by aiming to monetise some of its assets through sale or partnership with larger industry players. The team is focused on success while remaining committed to its defined ESG strategy, ensuring excellent development practices across all projects in addition to regular local community engagement.

For more information, please go to  www.europeangreentransition.com  or follow us on X (formerly Twitter ) and LinkedIn.

CEO Statement

I am delighted to present the unaudited interim financial statements of European Green Transition plc ("EGT" or the "Company") for the period to 30 June 2024. Over this period, we've made significant progress delivering on our strategy which aims to capitalise on the opportunities created by the green energy transition across Europe.

Successful Initial Public Offering

In April 2024, EGT achieved the significant milestone of completing its IPO, raising gross proceeds of £6.5m and being admitted to trading on the AIM market of the London Stock Exchange. The funds are predominantly being used to identify and acquire attractive opportunities in the green economy while also contributing to our existing green economy projects which are intended to support the green economy transition across Europe.

Progress towards Revenue Generation

EGT has made progress on its M&A strategy in the first half of 2024, having completed two exclusive option agreements on green economy assets. Both of these opportunities align with our strategy to target green economy assets in Europe that are revenue generating or have near-term revenue potential, as we look to drive EGT towards a profitable, sustainable business.

Cyprus Copper Tailings Recycling Project

The Cyprus Copper Tailings Recycling project has the potential to recover meaningful amounts of copper in a capital efficient manner through low cost hydraulic pumping. The historic Limni copper mine was backfilled with the original mine tailings which were deposited at a site near the coast for a number of decades. During this time, the tailings oxidized and there is now evidence of metals in solution circulating in the pit at Limni. This can be seen following rainfall in the winter when copper enriched waters flow from the pit in a distinctive blue colour. Subject to further due diligence, EGT plans to extract copper from this water using a conventional hydraulic pumping system and capital efficient copper recovery circuits.

EGT completed an initial round of sampling at the site, and results were encouraging with acid soluble copper ranging from 0.41% to 0.92% found in the crusts. This clearly demonstrates the presence of copper in the water at surface. Results also indicated the potential upside for gold as part of the project. This, combined with the potential to establish a solar power facility at the site in partnership with an existing solar developer and operator, indicates the potential of multiple future revenue opportunities.

Altan Carbon Credit Project

Our second option agreement relates to the 1,370 acre Altan farm in Donegal in the northwest of Ireland where we are looking to develop a pilot peatland rehabilitation project to develop carbon and biodiversity credits. Peatland covers 1.5 million hectares of land in Ireland with c.30% of this currently degraded and releasing stored carbon into the atmosphere as CO₂. Restoring the damaged peatland to its properly functioning state will recommence the natural sequestration process, whereby plants absorb carbon, storing it in the ground.

EGT's objective is to rapidly commence the generation of credits and subsequently sell the credits to third parties earning revenue. Scaling the project is a key step and we continue to have interest and discussions to partner with local landowners in a revenue or profit-sharing model rather than acquiring the land. This is critical to ensure we adhere to our capital efficient model and we are working with key stakeholders to understand the optimal approach to develop a long-term, sustainable business that benefits the environment and all stakeholders. The global carbon credit market is forecast to grow rapidly in the near future and we see sizeable interest from big corporates and technology companies who are looking to support Irish nature-based projects as they progress towards their net zero goals.

Olserum REE Project

In May and June 2024, we returned high-grade channel and grab samples from the Olserum REE project in Sweden. The results were taken from a batch of samples collected in April, reporting high grade results from Djupedal with values of 4.79%, 5.8% and 11.77% TREO. This was a crucial step to increase our understanding of the Olserum REE project and increased our confidence that the project has potential to be expanded into a district-scale REE system.

Post period end, we reported positive metallurgical test work from a bulk sample taken from historic drill core at the Olserum REE project. These results confirmed that a high-grade REE concentrate from Olserum can be processed using conventional and relatively simple techniques. This is a key step for the future development of the project and avoids the requirement for a future owner to establish a costly, bespoke processing facility.

In September 2024 we completed a c. 1,500m low-cost drill programme at Olserum ahead of schedule and below budget. We are very encouraged by the work performed with visual inspection of the drill core indicating broad alteration zones and intervals with intersections of visible phosphate mineralisation, which we believe host the REEs. Laboratory results are expected later in H2-2024, and we believe that the drilling will confirm the presence of a district scale REE system at Olserum. This will be a critical step in our objective to monetise the Olserum REE project with a third party.

Furthermore, we also continue to evaluate monetisation opportunities for our other exploration assets, namely the Pajala copper-graphite project in Northern Sweden and the critical mineral projects in Saxony, Germany.   

Financial

EGT had a cash balance of £4.9m as at 30 June 2024. Loss for the period amounted to £1.5m, which includes £0.6m of IPO-related costs.

Outlook and Future M&A

The first half of 2024 has laid the foundation for the future of EGT as a publicly listed company. The green economy continues to rapidly expand across multiple areas, and we are reviewing a large number of exciting revenue or near revenue stage opportunities across the green economy. Our robust cash position leaves us well placed to execute on this strategy and this could be further supported by future potential monetisation of our Olserum REE asset, as well as other assets within our existing portfolio of assets, as we look to develop a profitable, sustainable business in the green economy while aiming to generate value for our shareholders.

Aiden Lavelle

23 September 2024

Condensed Consolidated Statement of Comprehensive Income

For the period ended 30 June 2024

	Note	6 months ended Unaudited 30 June 2024 GBP£	6 months ended Unaudited 30 June 2023 GBP£	Year ended Audited 31 December 2023 GBP£
Revenue, from contracts with customers Administrative costs Exceptional items	5 3	- (904,173) (589,002)	- (246,559) -	- (573,524)      (91,425)
Operating loss Net finance income/(costs)	4	(1,493,175) 1,391	(246,559) (21,248)	(664,949) (43,932)
(Loss) before income tax Income tax (charge)		(1,491,784) -	(267,807) -	(708,881) -
(Loss) for the period		(1,491,784)	(267,807)	(708,881)
Other comprehensive income Currency translation differences		(25,838)	(2,928)	1,543
Total comprehensive (loss) for the period		(1,517,622)	(270,735)	(707,338)
Earnings per share from operations attributable to shareholders during the period: Basic and diluted (loss) per ordinary share From operations	6	(£0.020)	(£0.0021)	(£0.0054)

All operations are continuing, and the accompanying notes form an integral part of these interim financial statements.

Condensed Consolidated Statement of Financial Position

As at 30 June 2024

	Note	30 June 2024 Unaudited GBP£	30 June 2023 Unaudited GBP£	31 December 2023 Audited GBP£
Assets Non-current assets Intangible assets                                                                 Property, plant and equipment	7	1,658,265 1,921	442,214 -	1,571,338 850
Total non-current assets		1,660,186	442,214	1,572,188
Current assets Trade and other receivables                                            Current VAT recoverable Cash and cash equivalents		64,593 62,606 4,879,233	3,079 - 287,497	1,296 31,548 87,969
Total current assets		5,006,432	290,576	120,813
Total assets		6,666,618	732,790	1,693,001
Equity attributable to owners Share capital                                                                       Share premium account Reverse acquisition reserve Share option reserve                                                        Foreign currency reserves                                               Retained earnings	9 9 9,10 9 9 9	361,552 7,930,356 305,081 8,161 (23,101) (2,335,525)	64,250 133,750 - - (1,734) (402,667)	116,672 291,015 - - 2,737 (843,741)
Total equity		6,246,524	(206,401)	(433,317)
Liabilities Current liabilities Trade and other payables                                                 Convertible debt securities	8	420,094 -	137,891 -	338,018 1,788,300
Total current liabilities		420,094	137,891	2,126,318
Non-current liabilities Convertible debt securities		-	801,300	-
Total non-current liabilities		-	801,300	-
Total liabilities		420,094	939,191	2,126,318
Total equity and liabilities		6,666,618	732,790	1,693,001

Condensed Consolidated Statement of Changes in Shareholders' Equity

 

For the period ended 30 June 2024

	Share Capital GBP£														Share Premium GBP£		Share Option Reserve GBP£	Reverse Acquisition Reserve GBP£	Foreign currency Reserve GBP£	Retained Earnings GBP£	Total GBP£
At 1 January 2023							64,250								133,750		-	-	1,194	(134,860)	64,334
Changes in equity for the 6 months ended 30 Jun 2023
(Loss) for the period												-			-		-	-	-	(267,807)	(267,807)
Currency differences												-			-		-	-	(2,928)	-	(2,928)
Total comprehensive (loss) for the period													-		-		-	-	(2,928)	(267,807)	(270,735)
Transactions with the owners
Shares issued								-							-		-	-	-	-	-
Total contributions by and distributions to owners												-			-		-	-	-	-	-
At 30 June 2023					64,250										133,750		-	-	(1,734)	(402,667)	(206,401)
Changes in equity for the 6 months ended 31 Dec 2023
(Loss) for the period										-					-		-	-	-	(441,074)	(441,074)
Currency differences										-					-		-	-	4,471	-	4,471
Total comprehensive (loss) for the period										-					-		-	-	4,471	(441,074)	(436,603)
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 December 2023					116,672										291,015		-	-	2,737	(843,741)	(433,317)
Changes in equity for the 6 months ended 30 Jun 2024
(Loss) for the period										-					-		-	-	-	(1,491,784)	(1,491,784)
Currency differences										-					-		-	-	(25,838)	-	(25,838)
Total comprehensive (loss) for the period										-					-		-	-	(25,838)	(1,491,784)	(1,517,622)
Transactions with the owners
Shares issued			244,880												7,639,341			-	-	-	7,884,221
Share Option Reserve											-				-		8,161	-	-	-	8,161
Reverse into EGT plc									-						-		-	305,081	-	-	305,081
Total contributions by and distributions to owners		244,880													7,639,341		8,161	305,081	-	-	8,197,463
At 30 June 2024				361,552											7,930,356		8,161	305,081	(23,101)	(2,335,525)	6,246,524

See note 9 for definition of the reserves above.

Condensed Consolidated Statement of Cash Flows

For the period ended 30 June 2024

	Note	30 June 2024 Unaudited GBP£	30 June 2023 Unaudited GBP£	31 December 2023 Audited GBP£ Restated
Cash Flow from operating activities
Loss before income tax		(1,491,784)	(267,807)	(708,881)
Adjustments:    Net finance costs    Exceptional items    Purchase of option agreements over new projects    Share based payment charge	3 5	(1,391) 589,002 209,743 8,161	21,248 - - -	43,932 91,425 - -
FX re issue of CDSs		-	-	7,140
Changes in working capital:    (Increase)/decrease in trade & other receivables    Increase in VAT recoverable    Increase in trade & other payables		(63,297) (31,058) 82,076	81 - 96,562	1,864 (31,548) 168,689
Net cash (used) in operating activities		(698,548)	(149,916)	(427,379)
Cash flow from investing activities
Purchase of property, plant and equipment		(1,071)	-	(850)
Purchase of intangible assets	7	(86,927)	(202,572)	(345,811)
Purchase of option agreements over new projects		(209,743)	-	-
Net cash used in investing activities		(297,741)	(202,572)	(346,661)
Cash flow from financing activities
Proceeds from issuance of ordinary shares	6,9	6,500,253	-	207,687
Cost of fundraising and IPO	3,9	(974,852)	-	(47,310)
Proceeds from new convertible debt securities		255,000	4,741	84,601
Convertible debt security interest (paid)		(15,512)	(21,248)	(44,262)
Net cash generated by financing activities		5,764,889	(16,507)	200,716
Net increase/(decrease) in cash and cash equivalents		4,768,600	(368,995)	(573,324)
Cash and cash equivalents at beginning of period		87,969	659,420	659,420
FX translation		22,664	(2,928)	1,873
Cash and cash equivalents at end of period		4,879,233	287,497	87,969

Notes to the Financial Statements

For the period ended 30 June 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, in order to facilitate its initial public offering on AIM.

2.   Basis of preparation and accounting policies

The consolidated Financial Statements comprise those of the Company and its subsidiaries (together the "Group"). The consolidated Financial Statements of the Group have been prepared in accordance with UK-adopted international accounting standards ("UK-adopted IAS") as they apply to the Group for the period ended 30 June 2024 with the requirements of the Companies Act 2006. The financial statements are prepared on the historical cost basis.

The accounting policies applied by the Group in this financial information are the same as those applied by the European Green Metals Ltd Group in its financial statements for the year ended 31 December 2023 and which will form the basis of the 2024 financial statements.

The financial information presented herein does not constitute full statutory accounts under Section 434 of the Companies Act 2006 and was not subject to a formal review by the auditors. The financial information in respect of the year ended 31 December 2023 has been extracted from the statutory accounts which have been delivered to the Registrar of Companies. The Group's Independent Auditor's report on those accounts was unqualified, did not include references to any matters to which the auditor drew attention by way of emphasis without qualifying their report and did not contain a statement under section 498(2) or 498(3) of the Companies Act 2006.

The financial information for the half years ended 30 June 2024 and 30 June 2023 is unaudited and the twelve months to 31 December 2023 is audited. The directors have not adopted IAS34 with the preparation of the interim financial statements.

The Interim Financial Statements were approved by the Board of Directors on 23 September 2024.

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.

3.   Exceptional items

	30 June 2024 Unaudited GBP£	30 June 2023 Unaudited GBP£	31 December 2023 Audited GBP£
Exceptional items include:
- Impairment of Hainichen Licence	-	-	44,115
- Transaction costs relating to IPO of Company	589,002	-	47,310
Total exceptional Loss	589,002	-	91,425

4.   Net finance costs

	30 June 2024 Unaudited GBP£	30 June 2023 Unaudited GBP£	31 December 2023 Audited GBP£
Interest write-back/(expense): - Interest on convertible debt securities*	1,247	(21,248)	(43,945)
Finance income (expense)	1,247	(21,248)	(43,945)
Finance income - Interest income - bond held by Swedish Mining authority	144	-	14
Finance income	144	-	14
Net finance income/(expense)	1,391	(21,248)	(43,932)

*All convertible debt securities converted to ordinary shares in EGT on date of IPO 8 April 2024.

5.   Share based payments

In March 2024, conditional upon the IPO being successful in April 2024, which it was on 8 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 options is measured by the use of a Black Scholes Model. The inputs into the Black Scholes Model made as at 30 June 2024 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 period ending 30 June 2024 was £8,161 (2023: Nil). There were no options outstanding as at 30 June 2023 or 31 December 2023.

6.   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 period.

	30 June 2024 Unaudited GBP£	30 June 2023 Unaudited GBP£	31 December 2023 Audited GBP£
(Loss) for the period	(1,491,784)	(267,807)	(708,881)
Weighted average number of Ordinary Shares in issue	74,482,841	128,500,000	131,874,275
Earnings per share from operations	£ (0.020)	£ (0.0021)	£ (0.0054)

Due to the losses in the period, the effect of the share options noted in note 5 are considered to be anti-dilutive. The weighted average of potentially dilutive number of shares at 30 June 2024 was 1,061,538.

Post year end, in January 2024, EGM issued 19,082,001 new shares bringing the total number of EGM ordinary shares in issue to 252,425,255. On 14 March 2024, EGM consolidated the number of ordinary shares in issue by a factor of approx. 1: 4.48 bringing the total number of ordinary shares in issue down to 56,308,102.

Subsequently on 14 March 2024, EGM and EGT completed a share exchange agreement whereby EGT acquired the EGM group by issuing 1 EGT share for each 1 EGM share in issue.

During March and April 2024, EGT completed a fund raise of £6.5m, which converted to ordinary shares in EGT on date of IPO 8 April 2024 and 6,4620,890 additional ordinary shares were created.

Also, on date of IPO 8 April 2024, all convertible debt securities converted to ordinary shares in EGT adding a further 23,691,900 shares to the EGT share register.

7.   Intangible fixed assets

Group	30 June 2024 Unaudited GBP£	30 June 2023 Unaudited GBP£	31 December 2023 Audited GBP£
Cost At 1 January Additions	1,615,453 86,927	239,642 202,572	239,642 1,375,811
At period end	1,702,380	442,214	1,615,453
Amortisation and impairment At 1 January Charge for the period	(44,115) -	- -	- (44,115)
At period end	(44,115)	-	(44,115)
Net book value At period end	1,658,265	442,214	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 period no impairment charge was indicated (2023: £44,115 impairment was made in relation to a German licence which was not being renewed in early 2024. This was as a result of the Directors reviewing ongoing licence programmes and concluding that the Group should concentrate the use of its resources on other core licences).

8.   Borrowings

	30 June 2024 Unaudited GBP£		30 June 2023 Unaudited GBP£		31 December 2023 Audited GBP£
Current - falling due within 1 year Convertible debt securities ("CDSs") Non-Current - falling due after 1 year Convertible debt securities ("CDSs")	- -	- 801,300		1,788,300 -
Total borrowings	-	801,300		1,788,300

During 2022, 2023 and 2024, the Group issued Convertible Debt Security certificates ("CDS") to a collective of high-net-worth investors.

For those CDSs issued in 2022, interest accrued at the rate of 5% per annum and was payable on the six (6) month anniversary of the issue of the Securities and every six (6) months thereafter for two (2) years (i.e. until the second anniversary of the issue of the Securities). Interest was calculated on a 'simple interest' basis. For those CDSs issued in 2023 and 2024 there was no interest payable.

For all CDSs, either the principal was to be fully repayable at the end of year two (2) or all CDSs were automatically convertible to ordinary shares if the company had an initial public offering ("IPO") before the end of year two. EGT was admitted to trading on AIM on 8 April 2024, before the end of year two,  so all CDSs have been converted into ordinary shares in EGT.

9.   Share capital & reserves

Share Capital	30 June 2024 Unaudited GBP£	30 June 2023 Unaudited  GBP£	31 December 2023 Audited GBP£
144,620,892 Ordinary EGT shares of £0.0025 H1 2023- 128,500,000; H2: 233,343,254 Ordinary EGM shares of £0.0005	361,552	64,250	116,672
Total	361,552	64,250	116,672

The share capital of European Green Transition plc ("EGT")  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.

During the period European Green Metals Ltd ("EGM"), a subsidiary of EGT, issued 19,081,907 nominal shares @ £0.002/Share to existing shareholders. The total number of nominal shares then in existence in EGM of 252,425,161@£0.0005 were consolidated at an approx. rate of 1: 4.48 into 56,308,102 shares@ £0.0025 nominal value. These EGM shares were then acquired by the new parent company European Green Transition plc on a one for one basis following a share for share agreement.

EGT then issued a further 64,620,890 nominal shares @ £0.1/share as a result of a fundraise and 23,691,900 nominal shares @ £0.1/share as a result of conversion of all the existing convertible debt securities on admission of the Company to AIM.

Share premium

Share premium is the difference between the nominal value of share capital and the actual cash received on fund-raising less any costs associated with the fund-raising.

Reverse acquisition reserve

This arises as a result of the reverse acquisition by European Green Metals Ltd of European Green Transition plc in March 2024 (see note 10).

Share option reserve

A share option reserve of £8,161 was created in June 2024 following the granting of share options in European Green Transition plc on its admission to AIM on 8 April 2024.

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.

Retained Earnings

Retained earnings reflect the earnings of the European Green Transition plc Group, including European Green Metals Ltd.

10.      Reverse acquisition accounting

On 14 March 2024, EGT completed a share for share agreement for 100% of the share capital of EGM Ltd (the 'Legal Subsidiary') 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 own all of the Ordinary Shares of the Company and the executive management of EGM Ltd  became the executive management of EGT Plc. 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 plc (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	14,496
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

11.            Capital commitments

The Group had no capital commitments at 30 June 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.

12.     Related Party disclosures

Raglan Professional Services Limited, a company controlled by Cathal Friel, non-executive director, invoiced the company for commission earned on fund raising activities of €161,180 (H1 2023: Nil) and for consultancy services of €55,559 (H1 2023: Nil).

Mitaks Investment & Management AB, a company controlled by Daniel Akselson, non-executive director, invoiced the company for consultancy services and related expenses of £25,000 (H1 2023: Nil).

13.     Post balance sheet events

The following events have taken place since the period end:

·    Commenced a c.1500m drilling programme at Olserum, Sweden in August 2024, with drilling completed in September 2024. Assay results are expected later in Q4 2024.  

14.      Ultimate controlling party

At 30 June 2024 there was no one ultimate controlling party of the EGT group.

 

END