25 June 2024
European Green Transition
plc
("European Green
Transition", "EGT", "the Company" or "the Group")
Results for Year Ended
31 December 2023
European Green Transition (AIM:
EGT), a company developing green economy assets in Europe which
aims to capitalise on the opportunity created by the green energy
transition, is pleased to announce the audited results for European
Green Metals Limited ("EGM"), the Group's wholly owned subsidiary,
for the year ended 31 December 2023.
The Company was incorporated on 25
January 2024 as European Green Metals Holdings Limited, later
renamed European Green Transition Limited on 29 February 2024 and
subsequently re-registered as a public company changing its name to
European Green Transition plc on 25 March 2024, ahead of its
admission to AIM. European Green Transition plc is the holding
company of the Group.
2023
Highlights
·
Exercised
option and completed acquisition of the Olserum Rare Earth Element
("REE") project in Sweden in July 2023.
·
Extensive due diligence fieldwork completed at the
Olserum REE project.
·
Olserum REE Project designated as a project of
"National Interest" by the Swedish Geological Survey.
·
Granted permit in June 2023 for an early-stage
critical metals project at Marienberg in Saxony, Germany.
· Completed
extensive preparatory work for listing on the London Stock
Exchange, laying the foundations for admission to AIM in April
2024.
Post Period End
Highlights
·
Incorporation
and subsequent rebranding to European Green Transition plc,
reflecting the Group's broader strategic focus and future as a
public company.
·
Successful
admission of European Green Transition plc to AIM and concurrent
£6.5m fundraise in April 2024.
·
Entered
an exclusive 12-month option to commence due diligence on and
potentially acquire the Limni copper.
· Entered an exclusive 12-month option to investigate the
potential to develop a peatland carbon sink programme and in turn
generate carbon credits in Donegal, Ireland.
·
Positive
results from channel and grab samples taken at the Djupedal
prospect, the nearby Bersummen area, and the newly identified Stora
Lockerum structure, all located within the Olserum REE project in
Sweden. These results support the Directors' belief that our fully
permitted low-cost drill programme, scheduled for H2-2024, could
confirm a district scale system with further project upside,
supporting our aim of attracting a partner to fund a larger scale
programme.
Aiden Lavelle, Chief Executive Officer of European Green
Transition, said:
"Today we are presenting 2023 annual results
for the Group's wholly owned subsidiary. 2023 was a pivotal year
for the Group. We successfully completed the acquisition of the
Olserum REE project in Sweden and laid the foundations for
admission to AIM and concurrent fundraise of £6.5m in April
2024.
"Following our successful IPO, we aim to deliver value for
shareholders and support Europe's green energy transition through
our green economy portfolio. In H2-2024 we plan to conduct a
low-cost drill programme at the Olserum REE project. We anticipate
this will support our approach to engage a third party to fund its
future development and potential
commercialisation.
"Since IPO, EGT has secured two exclusive option agreements
to expand our portfolio of green economy assets. The Limni copper
tailings recycling project in Cyprus offers potential to recover
meaningful amounts of copper in a capital efficient manner and
subsequent solar energy development, and the Altan peatland carbon
credit project in Ireland offers potential entry into the voluntary
carbon credits market. We are now continuing our diligence work to
ascertain the commercial viability of these projects, with the
intention to pursue near-term revenue generation. We remain very
active in our pursuit of further opportunities; as Europe
progresses in its green transition, we see numerous undervalued
assets and are excited about the potential to capitalise on these
with a view to generate shareholder value."
A copy of this announcement,
together with the Annual Report and Accounts will be available to
view on the Company's website in due course at www.europeangreentransition.com
Enquiries
European Green Transition plc
|
Aiden Lavelle, CEO
|
+44 (0) 208 058 6129
|
|
Jack Kelly, CFO
|
|
|
|
|
Panmure Gordon - Nominated Adviser and
Broker
|
James Sinclair-Ford / Dougie
McLeod / Ivo Macdonald
Mark Murphy / Hugh Rich / Rauf
Munir
|
+ 44 (0) 20 7886 2500
|
Camarco - Financial PR
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. EGT sees substantial opportunities to deliver value from
its M&A pipeline, which includes critical material, wind,
solar, processing and recycling projects.
EGT's highly experienced
leadership team have a strong track record of building successful
public companies through the acquisition of distressed assets. 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 taken an exclusive option over a copper
tailings recycling project in Cyprus with the potential to generate
meaningful amounts of copper, and with the site and surroundings
offering 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 while aiming to monetise some of its
assets through sale or partnership with larger industry players or
European end users. 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.
Chairman's Statement
For the year ended 31 December 2023
Introduction
I am pleased to present my first
Annual Report statement as the Non-Executive Chairman of European
Green Transition plc (EGT) following the Company's successful
admission to AIM in April 2024 and concurrent £6.5m fundraise.
The financial statements presented
in this report relate to European Green Metals Limited (EGM), a
100% owned subsidiary of EGT. EGT was incorporated on 25 January 2024 as European Green
Metals Holdings Limited, later renamed European Green Transition
Limited on 29 February 2024 and subsequently re-registered as
public company changing its name to European Green Transition plc
on 25 March 2024, ahead of its admission to AIM.
EGT's goal is to capitalise on the
significant opportunity created by the green energy transition by
targeting green economy assets in Europe, for Europe. Led by a
highly qualified and experienced management team with a strong
track record of successfully founding and scaling companies in the
public markets, I have every confidence that we will deliver on our
mission.
Business Model
As we look to execute our strategy
of acquiring and developing a portfolio of green economy assets in
Europe, we have identified a pipeline of attractive, revenue or
near revenue stage projects, many of which we believe could
potentially be acquired for a fraction of the capital that has been
invested in them to date. These are typically projects where the
current owners are now unable to raise sufficient capital to
progress them further.
Our objective is to obtain control
of these assets by structuring deals with a small upfront payment,
with future payments tied to project milestone achievements. Once
acquired, we intend to seek to de-risk the projects through
cost-effective, capital-light activities with the goal of
developing a profitable, sustainable business, with the optionality
to monetise these projects through a sale or by bringing in a
larger partner with the required expertise and skills to develop
the project further.
Leadership
We have developed an experienced
leadership team that has extensive small cap public company
experience and a track record of successfully building and scaling
public companies. The EGT team has a strong track record in leading
M&A-focused businesses, focusing on identifying distressed or
undervalued assets, completing further acquisitions, generating
operational improvements, and ultimately scaling companies in the
public market.
Our team is led by Aiden Lavelle
(CEO and Chartered Geologist with 16 years' industry experience)
and Jack Kelly (CFO and Chartered Accountant with extensive
experience in M&A). Cathal Friel is co-founder, largest
shareholder and Non-Executive Director. Our Board is completed by
James Leahy, Non-Executive-Director who has c.34 years' experience
in stockbroking and commodities in a variety of roles, including as
a research analyst, equity salesperson and specialist corporate
broker.
The Green Economy
Opportunity
In 2023, the European Commission
proposed a comprehensive set of actions to ensure the EU's access
to a secure, diversified, affordable, and sustainable supply of
critical raw materials. At the same time as demand for critical raw
materials is projected to increase drastically, European industry
relies heavily on imports, often from quasi-monopolistic third
country suppliers such as China.
To mitigate this risk, the
European Commission launched the Critical Raw Materials Act (CRMA).
The CRMA aims to reduce dependence on non-European imports,
specifically from China, which in December 2023 imposed further
restrictions on the export of REE extraction and separation
technologies. It is the Board's belief that EGT is well placed to
benefit from the CRMA in Europe.
Focus on ESG &
Sustainability
Maintaining high ESG standards is
at the forefront of all of EGT's activities and the Company intends
to maintain its environmental and social practices across all
projects, engaging with local communities and stakeholders
throughout.
In Sweden, we hosted two community
meetings in August 2023 and April 2024, both of which I attended,
whereby we outlined our plans and activities at the Olserum REE
project. We have also engaged with local politicians, landowners,
business representatives and other key stakeholders to keep them
updated on our plans for the project. Regular engagement with local
stakeholders is critical to project success and we will continue to
work closely with those located nearby to all our
projects.
Outlook - Positioning EGT for the
future
2023 was a busy year for EGT. We
completed our acquisition of the Olserum REE project and undertook
the preparatory work to facilitate our admission to trading on the
AIM market of the London Stock Exchange in April
2024.
Following our IPO, we are very
excited by the future opportunities for EGT to deliver value to
shareholders through what the Board believe to be a number of high
potential projects.
The Olserum REE project in Sweden
has the potential to be Europe's first REE mine, and we look
forward to commencing our low-cost drill programme in H2-2024 which
could support the Company's aim of engaging in monetisation
discussions with potential partners and acquirors to fund its
future development and potential
commercialisation.
We have expanded our portfolio of
green economy assets with the addition, through exclusive option
agreements, for the Cyprus copper tailings recycling project, which
has the potential to recover meaningful amounts of copper in a
capital efficient manner and subsequent solar energy potential, and
for the Altan carbon credit project in Ireland. Management
continues to conduct encouraging discussions around monetising our
other assets, namely the Pajala copper-graphite project in Sweden
and the critical mineral projects in
Saxony.
I strongly believe in the
Company's potential, and in the management team's ability to
deliver on this and rapidly grow EGT in the coming years. We have a
clear strategic vision and a relentless focus on execution,
supported by a robust cash balance. With that in mind, we believe
that we are well positioned to capitalise on the opportunities that
lie ahead as we aim to deliver long-term value for our
shareholders.
Daniel Akselson
Chairman
25 JUNE 2024
CEO Statement
For the year ended 31 December 2023
Introduction
European Green Transition plc is a
business operating in the green economy transition space in Europe.
EGT was admitted to trading on the AIM market of the London Stock
Exchange in April 2024 under the ticker "EGT". The foundations of
our successful IPO in 2024 were established in 2023, and I believe
that EGT is now well positioned to build on this over the coming
12-24 months, as we seek to capitalise on the opportunities created
by Europe's transition away from fossil fuels to a green, renewable
energy-focussed economy.
EGT intends to expand its existing
portfolio of green economy assets through a disciplined
M&A-focused approach, targeting what it believes to be
distressed and/or undervalued projects with near revenue stage
potential. Our focus has shifted towards later stage opportunities
as this is where we see more potential to generate near-term
returns. We continue to review opportunities with the potential to
deliver value from our M&A pipeline, which includes tailings,
wind, solar, carbon credit and recycling projects. We remain
committed to our disciplined, capital light approach and we will
seek to progress our projects through key inflection points in a
cost-efficient manner.
Maintaining high ESG standards is
at the forefront of all of EGT's activities and the team is focused
on success while remaining committed to its ESG approach, ensuring
excellent development practices across all projects in addition to
regular local community engagement.
EGT's
current European Green Economy Assets
The Company's current portfolio of
green economy assets includes the Olserum Rare Earth Elements (REE)
Project in Sweden. Olserum was designated a project of "National
Interest" by the Swedish Geological Survey in 2023 and we believe
it is one of only a few significant REE resources in Europe. In
addition, EGT holds the Pajala copper-graphite project in northern
Sweden and an early-stage critical minerals project in Saxony,
Germany.
In recent months we have looked to
bolster our portfolio with further exciting assets through two
exclusive option agreements, including the Limni copper tailings
recycling project in Cyprus and the Altan carbon credit project in
Donegal, Ireland. These opportunities align with our strategy to
target green economy assets in Europe with revenue potential, as we
look to build a profitable business while aiming to monetise assets
through sale or partnership with larger industry
players.
Olserum REE
Project
The Olserum REE project is a 100%
owned REE project located near excellent infrastructure in southern
Sweden. It has a defined 43-101 compliant resource estimate from
2013 consisting of an Indicated Resource of 4.5Mt grading 0.6% TREO
and Inferred Resource of 3.3Mt grading 0.63% TREO using a 0.4%
cut-off, with 36 historic diamond drill holes across the project
totalling 6,191m. The resource has a good contribution of high
value critical REEs used in permanent magnets that are critical to
the green transition namely dysprosium, neodymium and
praseodymium.
Post-period, positive field
mapping and grab sampling results from H1-2024 have led the
Directors to believe that there is potential to scale the
resource, particularly at the adjacent Olserum west prospect and at
the Djupedal prospect where channel samples taken confirm REE
mineralisation including 3m @ 1.58% TREO and 1m @ 2.27% TREO with
c. 30% HREO average, and several new grab samples grading from
>1.0% up to 15.27% TREO. A new mineralised shear zone structure
at Stora Lockerum, 900m south of Djuepdal, was located and shows
the potential to expand the scale of the
project.
These results, combined with our
new structural model for the area, increase our confidence in
intersecting mineralisation in our upcoming H2-2024 drill programme
which we expect to confirm that a district scale REE system is
present. To date, we have defined a 1km mineralised trend at
Djupedal, and the footprint of this mineralised area exceeds that
of Olserum and Olserum West combined. The aim of the initial
low-cost, fully permitted drill program is to show the potential
for increased grade and size of the REE system at Olserum, which
may support third-party interest in the
project.
Exclusive Option over Cyprus
Copper Tailings Recycling Project
In late April 2024, the Company
announced an option to acquire the prospecting licence over the
past-producing Limni copper mine near Polis in western Cyprus. The
Limni project is a copper tailings recycling project with potential
to generate meaningful volumes of copper, with the site and
surroundings also offering an excellent long-term location to
establish a potential solar power facility with power grid
infrastructure adjacent to the site.
The Limni mine produced over 8.1 Mt at
1.11% Cu between 1937 and 1978 from a large open pit operation. The
tailings from the deposit and other adjacent smaller higher-grade
deposits were left at a tailings facility by the coast for c.30
years prior to being backfilled into the Limni pit by an EU funded
program in 2010. The tailings, which are largely believed to be
oxidised, are a source of copper and other metals which can be seen
leaching from the pit as blue metal-enriched water. The Company is
now working with consultants to determine if there is a low-cost
treatment method to extract the copper, with potential to thereby
generate a modest revenue while also improving the long-term
environment around the site.
Cyprus is a stable EU jurisdiction
which receives the most solar irradiance of any EU country, and yet
it is heavily dependent on fossil fuels for its baseload energy
requirements. The Company sees a strong opportunity to support
Cyprus' transition away from imported fossil fuels towards a
sustainable source of renewable energy through the potential
development of a solar energy plant with adjacent power grid
infrastructure, including a substation, near the
site.
Exclusive Option over Altan
Peatland Carbon Credit Project
In May 2024, EGT announced that it
had taken an exclusive option agreement on the Altan carbon credit
project in Ireland, to investigate the potential to develop a
carbon sink project through peatland restoration and sale of
certified carbon credits. Altan is a c.1,370 acre site primarily
comprising of blanket peatland located in county Donegal in the
northwest of Ireland.
EGT intends to generate carbon
credits at Altan through a revenue sharing model between EGT and
the Landowner. Through this approach the Company is looking to
replicate a number of successfully implemented projects in
Scotland, which leads the way in Europe in peatland re-wetting. A
carbon credit is generated by either removing from the atmosphere,
or avoiding the emission, of one tonne of carbon dioxide
equivalent. Carbon credit markets exist as mandatory (compliance)
schemes or voluntary programs, with the voluntary market projected
to grow by a factor of 15 or more by 2030 to $50bn as companies
strive to meet carbon neutral targets goals. Within this context,
EGT sees potential to generate carbon credits from Altan and scale
the Carbon Credit Project across other peatland
opportunities.
Outlook
Building on the momentum of our
successful listing on AIM, we continue to make important strides
across our portfolio of green economy assets while maintaining a
robust cash position through our disciplined approach to capital
allocation. We believe our focus on near revenue stage projects is
a key differentiator and we continue to explore further
opportunities that meet these criteria.
Looking to the remainder of 2024
and beyond we believe that EGT is well-positioned for further
growth. We are excited to commence our low-cost drilling programme
at the Olserum REE project which should increase our confidence
that a district scale REE system is present. We expect this will
support our efforts to monetise the project through looking to
partner with a larger industry player or long-term investor who can
fund the project's future development and potential
commercialisation. Likewise, we will continue our due diligence
activities over our options on the Cyprus Copper Tailings Recycling
project and the Altan Peatland Carbon Credit project as we look to
ascertain the commercial potential of both projects. We remain
committed to generating a return from our Pajala copper graphite
project and the Saxony projects and believe that we will be able to
advance these in 2024. Europe's green transition continues to
generate significant opportunities, many of which appear
undervalued, and we believe we can identify and capitalise on some
of these to generate shareholder value.
Aiden Lavelle
CEO
25 JUNE 2024
Notes to the Financial Statements
For the year ended 31 December 2023
1.
General information
European
Green Metals Limited ("EGM" or the "Company") is a private company,
limited by shares, incorporated in England
and Wales
with company
number 13399065.
Details of
the registered
office, the
officers and
advisers to
the Company are
presented on
the Company
Information page
at the
end of
this report.
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.
2.
Accounting policies
Basis of preparation
Compliance with applicable law and IFRS
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 2023 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 to 31 December 2023. 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.
Comparative
period
The comparative period is for the
year to 31 December 2022.
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 £88,000
as at 31 December 2023 and Group's forecasts and projections over
the 24 months from year end, along with sensitivity analysis
performed on the projected cashflows taking into account reasonable
changes in market conditions, were considered. The Group also took
into consideration the fund raise of £6.4m in March 2024 by its new
parent, EGT, post year end .The Group, therefore, continues to
adopt the going concern basis in preparing the consolidated
financial statements. Further information is provided on page 17 of
the Group Directors' Report.
Reclassification of
comparative information
A presentational change
has been
made to
the Consolidated
Statement of
Cash Flow,
specifically to
the Company
for the
year ended
31 December
2022. The
correction addresses the investment in Rockfleet Minerals
Ltd of
£90,000, which
was mistakenly
included in
the 2022
Company cashflow
statement. Since
no cash
was exchanged,
it is
a non-cash
flow item and had no
impact on last year's cash flow.
Presentation of balances
The consolidated Financial
Statements are
presented in
Pounds Sterling
("£") which
is the
functional and
presentational currency
of the Company.
The following table discloses the major exchange rates of those currencies utilised by the Group:
|
|
Average rate
2023
|
Average rate
2022
|
Year end rate
2023
|
Year end rate
2022
|
|
Rate
compared to GBP£
|
|
|
|
|
|
Euro (€)
|
1.16
|
1.14
|
1.15
|
1.13
|
|
Swedish Kroner (SEK)
|
13.05
|
n/a
|
12.85
|
n/a
|
Accounting policies and
disclosures
The accounting policies
adopted are
consistent throughout the financial period.
Standards and
amendments to
IFRS effective as of 1
January 2023 have been applied by the Group.
Standards issued but not yet effective
There were a number of standards
and interpretations which were in issue at 31 December 2023 but
were not effective at 31 December 2023 and
have not been adopted for these Financial Statements. These
include:
•
Amendments to
IFRS 7 Financial Instruments:
Disclosures -
amendments regarding supplier finance arrangements
(applicable on or after 1 January 2024)
•
Amendments to
IFRS 16
Leases -
requirements on
accounting for
sale and
leaseback after
the date
of transaction
(applicable on or after 1 January 2024)
•
Amendments to
IAS 1 Presentation of Financial Statements
- amendments
regarding the
classification of
debt with
covenants (applicable on or after 1 January
2024)
•
Amendments to
IAS 7 Statement of Cash Flows - amendments regarding supplier finance arrangements
(applicable on or after 1
January 2024)
The Directors have assessed the
impact of these accounting changes on the Group. To the extent that
they may be applicable, the Directors have concluded that none of these pronouncements will
cause material
adjustments to
the Group's Financial
Statements.
Critical accounting judgements and
key sources of estimation uncertainty
The preparation of Financial
Statements in conformity with IFRS 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 raise additional funding to enable it to continue the exploration activities.
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.
In the current year an impairment charge of £44,115 was made to Intangibles Assets
and charged
to the
Consolidated Income
Statement, 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 see no requirement for impairment of its investment in or loans to its
subsidiaries.
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 operations are taken to other comprehensive income.
When a
foreign operation
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.
EGM has 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.
Project evaluation costs
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 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 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;
or
• 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.
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
At each Statement of Financial Position
date, the
Company reviews
the carrying
amounts of
its investments
and acquired
intangible assets
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
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. From 1 April 2023 the UK main corporation tax rate is 25%, increasing from 19% where taxable profits exceed £250,000. For companies with taxable profits below £50,000 the small profits rate remains at 19%. 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
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
|
|
2023
£
|
2022
£
|
|
Sweden
|
1,436,670
|
142,465
|
|
Germany
|
134,668
|
97,178
|
|
UK
|
850
|
-
|
|
Total non-current
assets
|
1,572,188
|
239,642
|
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
|
|
2023
£
|
2022
£
|
|
Employee benefit expense (note 8)
|
13,002
|
-
|
|
Professional fees
|
201,977
|
31,701
|
|
Subcontractors' fees, travel, safety equipment
|
208,717
|
35,390
|
|
Business
development
|
101,991
|
30,524
|
|
Currency losses
|
14,911
|
455
|
|
Other expenses
|
32,926
|
5,097
|
|
Total
administrative costs
|
573,524
|
103,167
|
There were no short-term lease payments expensed
during year
ended 31
December 2023
(2022: £Nil).
5.
Exceptional items
Included within
note 6 above
are exceptional
items as shown
below:
|
|
2023
£
|
2022
£
|
|
Exceptional items include:
|
|
|
|
-
Impairment of
Hainichen Licence
(see note
14)
|
44,115
|
-
|
|
-
Transaction costs
relating to
forth-coming IPO
of Company
(see note
27)
|
47,310
|
-
|
|
Total
exceptional Loss
|
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:
|
|
2023
£
|
2022
£
|
|
Fees payable to Company's auditor for the audit of the Parent Company and consolidated financial statements
|
38,000
|
7,000
|
|
Total
paid to the
Company auditor
|
38,000
|
7,000
|
|
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
|
4,173
|
-
|
|
Total paid to other auditors
|
10,223
|
-
|
|
Total
auditor's remuneration
|
48,223
|
7,000
|
7.
Directors' emoluments
|
|
2023
£
|
2022
£
|
|
Aggregate emoluments
|
-
|
-
|
|
Social Security
Costs
|
-
|
-
|
|
Contribution to
defined contribution pension
scheme
|
-
|
-
|
|
Total Directors'
remuneration
|
-
|
-
|
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
|
|
2023
£
|
2022
£
|
|
Wages and salaries
|
10,738
|
-
|
|
Social
security costs
|
1,187
|
-
|
|
Pension costs
|
1,077
|
-
|
|
Total
employee benefit
expense
|
13,002
|
-
|
The first employee joined the group in November 2023. A contribution to their pension has been accrued at year end pending the opening of a new
pension scheme in 2024 - £1,077 (2022: Nil).
9.
Average number
of people
employed
|
|
2023
No.
|
2022
No.
|
|
Average number of people (including Directors)
employed was:
Administration
|
3
|
2
|
|
Total
average number
of
people employed
|
3
|
2
|
Monthly weighted average used in above calculation.
10.
Net finance costs
|
|
2023
£
|
2022
£
|
|
Interest expense:
-
Interest on
convertible debt
securities (see
note 21)
|
(43,945)
|
(19,915)
|
|
Finance costs
|
(43,945)
|
(19,915)
|
|
Finance income
-
Interest income on bond held by Swedish Mining authority
|
14
|
-
|
|
Finance income
|
14
|
-
|
|
Net
finance
(expense)
|
(43,932)
|
(19,915)
|
11.
Income tax
expense
|
Group
|
2023
£
|
2022
£
|
|
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:
|
|
2023
£
|
2022
£
|
|
(Loss)
before tax
|
(708,881)
|
(123,082)
|
|
Tax
calculated at
domestic tax
rates applicable
to UK small profits rate of tax of 19%
|
|
|
|
(2022 -
19%)
|
(134,687)
|
(22,870)
|
|
Tax
effects of:
|
|
|
|
-
Expenses not
deductible for
tax purposes
|
(173)
|
-
|
|
-
Losses carried
forward
|
(134,514)
|
22,870
|
|
Total tax charge
|
-
|
-
|
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.
|
|
2023
£
|
2022
Revised
£
|
|
(Loss) for the year
|
(708,881)
|
(123,082)
|
|
|
|
|
|
Weighted average number of Ordinary Shares in issue
|
131,874,275
|
94,299,060
|
|
Earnings per share from operations
|
£(0.0054)
|
£(0.0013)
|
There were no EGM share options outstanding
as at
31 December
2023.
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. 4.48 bringing the total number of ordinary shares in issue down to
56,307,702.
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 .
See also note 27 for further post year end details on EGT's subsequent fund raise, creation of EGT share options, initial public
offering (IPO)
of EGT
and admission
of EGT
to AIM
division of
London Stock
Exchange.
13.
Property, plant
and equipment
|
Group
& Company
|
Computer equipment
£
|
Total
£
|
|
Cost
At
1 January
2023 Additions
Exchange differences
|
- 850
-
|
- 850
-
|
|
At 31 December
2023
|
850
|
850
|
|
Depreciation
At 1
January 2023 Charge for the year Exchange
differences
|
-
-
-
|
-
-
-
|
|
At 31 December
2023
|
-
|
-
|
|
Net
book value
At 31 December
2023
|
850
|
850
|
At 31 December 2022
-
-
The equipment was purchased at year end 2023 so depreciation will
begin in
2024. There was no
movement in 2022, and thus not disclosed in the above
table.
14.
Intangible fixed
assets
|
Group
|
Group 2023
£
|
Group 2022
£
|
Company
2023
£
|
Company
2022
£
|
|
Cost
At
1 January
Additions*
|
239,642
1,375,811
|
-
239,642
|
108,068
320,687
|
-
108,068
|
|
At 31 December
|
1,615,453
|
239,642
|
428,755
|
108,068
|
|
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
|
1,571,338
|
239,642
|
384,640
|
108,068
|
* Additions include £1,030,000 non-cash
asset acquisition
of Swedish
Licences via
acquisition of
European Mineral
Exploration AB
and Olree
AB (see
note 15)
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
£44,115 (2022: nil) was made to
the Consolidated Income Statement in relation to a German licence
which is not being renewed
in early
2024. This
is 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.
15.
Investments in subsidiaries
|
Company
|
2023
£
|
2022
£
|
|
Shares in Group undertakings
|
|
|
|
At 1 January
|
90,000
|
-
|
|
Investment in Rockfleet Minerals Limited
|
-
|
90,000
|
|
Investment in European Mineral Exploration
AB
|
515,000
|
-
|
|
Investment in Olree AB
|
515,000
|
-
|
|
Investment in European Green Metals (Ireland) Limited
|
1
|
-
|
|
At 31 December
|
1,120,001
|
90,000
|
Investments in Group undertakings are recorded at cost, which is the fair value of the consideration paid.
Following review an impairment provision of Nil (2022: Nil) has been made to the investment in subsidiaries.
Swedish registered companies
European Mineral Exploration AB (company number 556932-0244) and
Olree AB (company number 559402-8465)
were acquired
by the
company on
6 July
2023 for
£515,000 each
- payable
by the issue of a
convertible debt security certificate for £450,000 and a cash
payment of £65,000. The convertible debt security certificate
was convertible
to ordinary
shares on
the admission
of the
Company to
AIM on
the London
Stock Exchange
on or before 30 April 2024. The cash payment was payable within 30 days of the IPO. The Parent Company of EGM, EGT, was admitted to trading on AIM on 8 April
2024 (see note 27).
Irish registered company European
Green Metals (Ireland) Limited (company number 750370) is a new
company incorporated in October 2023 created to employ Irish-based staff.
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.
16.
Financial instruments
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 7 and
8.
Financial instruments by
category
(a)
Assets
|
|
Group 2023
£
|
Group 2022
£
|
Company
2023
£
|
Company
2022
£
|
|
31 December
|
|
|
|
|
|
Assets
at
amortised cost
|
|
|
|
|
|
Trade and other receivables
|
1,296
|
3,160
|
82,673
|
48,469
|
|
Cash and cash equivalents
|
87,969
|
659,420
|
86,685
|
654,743
|
|
Total
|
89,265
|
662,580
|
169,358
|
703,212
|
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 2023
£
|
Group 2022
£
|
Company
2023
£
|
Company
2022
£
|
|
31 December
|
|
|
|
|
|
Liabilities
at
amortised cost
|
|
|
|
|
|
Convertible debt security certificates
|
1,788,300
|
796,559
|
1,788,300
|
796,559
|
|
Trade and other payables
|
338,018
|
41,329
|
324,858
|
41,330
|
|
Total
|
2,126,318
|
837,888
|
2,113,158
|
837,889
|
Liabilities in the analysis above
are all categorised as 'other financial liabilities at amortised
cost' for the Group and Company.
(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 2023 and 31 December
2022, 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
|
2023
£
|
2022
£
|
|
A -
AAA
|
87,969
|
659,420
|
|
Total
|
87,969
|
659,420
|
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 period
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 2023
£
|
Group 2022
£
|
Company
2023
£
|
Company
2022
£
|
|
Trade
receivables
|
1,296
|
3,160
|
-
|
-
|
|
Amounts
owed by subsidiary undertakings
|
-
|
-
|
82,673
|
48,469
|
|
Total
|
1,296
|
3,160
|
82,673
|
48,469
|
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 2023
£
|
Group 2022
£
|
Company
2023
£
|
Company
2022
£
|
|
SEK
|
1,296
|
3,160
|
-
|
-
|
|
Total
|
1,296
|
3,160
|
-
|
-
|
18.
Cash and cash equivalents
Cash and cash equivalents include
the following
for the
purposes of
the statement
of cash
flows:
|
|
Group 2023
£
|
Group 2022
£
|
Company
2023
£
|
Company
2022
£
|
|
Cash at bank and on hand
|
87,969
|
659,420
|
86,685
|
654,743
|
|
Cash and cash equivalents
|
87,969
|
659,420
|
86,685
|
654,743
|
The Directors consider
that the
carrying amount
of cash
and cash
equivalents approximates to its fair value.
19.
Trade and other payables
|
|
Group 2023
£
|
Group 2022
£
|
Company
2023
£
|
Company
2022
£
|
|
Trade
payables
|
46,953
|
10,541
|
46,953
|
10,543
|
|
Social security and other taxes (see note 8)
|
4,645
|
-
|
-
|
-
|
|
Other payables (see note
15)
|
130,000
|
-
|
130,000
|
-
|
|
Accrued expenses
|
156,420
|
30,787
|
147,906
|
30,787
|
|
Total
|
338,018
|
41,329
|
324,858
|
41,330
|
The fair value of trade and other payables approximates
to their
book value.
All balances
are due
within 1
year.
20.
Deferred income
tax
Deferred 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 losses
of £843,741 and £814,623 respectively as the
Group and Company are still pre-revenue.
21.
Borrowings
|
|
Group 2023
£
|
Group 2022
£
|
Company
2023
£
|
Company
2022
£
|
|
Current - falling due within
1 year Convertible debt securities
("CDSs") Non-current - falling due after 1 year
Convertible debt securities ("CDSs")
|
1,788,300
-
|
-
796,559
|
1,788,300
-
|
-
796,559
|
|
Total
borrowings
|
1,788,300
|
796,559
|
1,788,300
|
796,559
|
During 2022 and 2023, the Group
issued Convertible Debt Security certificates ("CDS") to a
collective of high-net-worth investors. During 2023, there were
additional CDSs created of £991,741. Of this balance £900,000 CDSs
were issued to the owners
of European
Mineral Exploration AB and Olree AB on acquisition of those companies in July 2023 (see note 15).
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 there was no interest payable. For all CDSs either the principal was fully repayable at the end of year two (2) or all debt security certificates
were automatically convertible
to ordinary
shares if
the company
had an
initial public
offering ("IPO") before the end of year
two.
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 so all CDSs have since been
converted into ordinary shares in EGT post year end (see
note 27).
22.
Share capital
|
|
Group 2023
£
|
Group 2022
£
|
Company
2023
£
|
Company
2022
£
|
|
233,343,254 (2022 - 128,500,000) Ordinary shares of
£0.0005
|
116,672
|
64,250
|
116,672
|
64,250
|
|
Total
|
116,672
|
64,250
|
116,672
|
64,250
|
The share capital of European Green Metals Limited 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 year the Company issued
104,843,254 shares @ £0.002/Share as a result of a rights issue to
existing shareholders.
23.
Other reserves Group and
Company 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.
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 Metals Limited.
24.
Cash used
in operations
|
|
Group 2023
£
|
Group 2022
£
|
Company
2023
£
|
Company
2022
£
|
|
(Loss) before income tax Adjustments for:
-
Net finance
costs (note
10)
-
Impairment of
intangible
-
FX Losses
on conversion
of CDSs
(note 21)
Changes in working capital
-
Decrease/(increase) re trade and other receivables
-
Increase re VAT tax recoverable
-
trade and
other receivables
re Rockfleet
Minerals Limited
-
Increase re trade
and other payables
-
trade and
other payables
re Rockfleet
Minerals Limited
|
(708,881)
43,932
44,115
7,140
1,864
(31,548)
- 168,689
-
|
(123,082)
19,915
-
-
(3,144)
-
7,450
38,330
(1,257)
|
(680,013)
43,946
44,115
7,140
- (31,372)
- 155,527
-
|
(122,832)
19,915
-
-
-
-
-
38,330
-
|
|
Net
cash (used)
in
operations
|
(474,689)
|
(61,789)
|
(460,657)
|
(64,587)
|
25.
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
There were no directors' emoluments
paid during
2023.
Group
David Hall, non-executive
Director until
his resignation
on 26
August 2023,
invoiced the
Company and
was paid
for his
services in relation to consultancy fees for
business development opportunities for £53,035 (2022:
£28,000).
Aiden Lavelle, non-executive
Director from his appointment on 2 October 2023, invoiced the
Company and was paid for his consultancy
services in relation to geological surveying for £30,284 (2022:
Nil).
Robert Whelan, former Company
Secretary, is owner/director of Resource HQ consulting Limited and
during 2023 Resource HQ consulting Limited invoiced the company and was paid for accountancy services
fees of
£15,600 (2022:
£11,000) and Robert Whelan invoiced the company and was paid personally for £2,296 (2022: £4,000).
Raglan Professional Services
Limited, a company controlled by Cathal Friel, non- executive
director, invoiced the Company
for services
in relation
to business
development opportunities for
£80,630 (2022:
Nil). This
balance remains
unpaid at year end.
Raglan Road Capital Limited, a company controlled by Cathal Friel, non- executive director, provided a bridging loan of
£150,000 to the Company to assist with cash flow during 2023. £2,500 of interest was charged on the loan. This loan plus after-tax interest
due was
later converted
to £152,000
of equity
in the
Company in
November 2023.
Mitaks Investment & Management AB, a company controlled by Daniel Akselson, non-Executive chairman
of EGT,
was a
10% shareholder,
in European
Mineral Exploration AB prior to the acquisition by the Company on 6 July 2023. As part of the consideration paid by the Company, 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.
There were no other related party transactions
during the year.
Company
At 31 December 2023 the Company was owed £82,673 (2022 - £48,469) by its subsidiaries.
26.
Capital commitments
The Group had no capital commitments at 31 December 2023 or at 31 December 2022.
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.
27.
Post balance
sheet events
The following events have taken place since the year end:
1.
In January
and February
2024, 3
additional CDSs
valued at
£255,000 were
issued in
EGM. All
CDSs were
novated to EGT in March
2024.
2.
European Green
Transition Ltd
("EGT") was
incorporated in
January 2024.
Following a
share consolidation
in EGM and
a share
exchange agreement
between EGT
and EGM
in March
2024, EGT
became the
Parent Company
of EGM.
3.
In April
2024, EGT
was admitted
to AIM on the London Stock Exchange following a fund -raise in March 2024 of
£6.4m. All CDSs were converted to equity on admission to AIM.
4.
EGT adopted an Employee Performance Incentive Plan
("EPIP") for a number of key senior management in March
2024.
5.
EGT signed
12-month option
agreements in
April 2024
and May
2024 for
£125,000 and
€100,000 respectively to perform due diligence on the Cyprus copper tailings recycling project and the Irish peatland carbon credits project.
28.
Ultimate controlling party
At 31 December 2023 there was no one ultimate controlling party
of the
EGM group.
Since March
2024, the
ultimate controlling party
of the
EGM group
is European
Green Transition
plc -
co. reg.
number 15442832
at registered
address The
Walbrook Building, 25 Walbrook, London,
EC4N 8AF,
UK.