Intention to float on the AIM market

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

European Green Transition Ltd

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

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

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

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

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

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

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

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

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

Experienced Leadership Team with Strong Track Record ¹

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

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

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

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

o  hVIVO plc (formerly named Open Orphan plc): IPO completed in 2019, acquired distressed assets Venn Life Sciences plc (c. £4 million) and hVIVO plc (c. £13 million), current market cap c. £197 million².

Existing Portfolio of Assets in Europe ³

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

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

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

·      EGT will look to capitalise upon the significant forecast shortage of REEs⁴ by monetising the asset through sale or partnership with financial institutions and/or industry players. Therefore, crucially, EGT does not intend to develop a mine but is confident in its ability to find third parties to acquire or partner on the project.

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

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

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

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

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

Use of Proceeds and Admission

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

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

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

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

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

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

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

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

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

Important Notes & References

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

2. As at 15 March 2024.

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

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

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

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

Enquiries

European Green Transition

Panmure Gordon - Nominated Adviser, Sole Bookrunner and Broker

Camarco - Financial PR

For more information visit www.europeangreentransition.com

Important legal information

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

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

This announcement does not constitute, or form part of, any offer or invitation to sell, allot or issue, or any solicitation of any offer to purchase or subscribe for, any securities in the Company in any jurisdiction nor shall it, or any part of it, or the fact of its distribution, form the basis of, or be relied on in connection with or act as an inducement to enter into, any contract or commitment therefor.

Recipients of this announcement who are considering subscribing for or acquiring Shares are reminded that any such acquisition or subscription must be made only on the basis of the information contained in the final Admission Document, which may be different from the information contained in this announcement. No reliance may be placed, for any purpose whatsoever, on the information or opinions contained in this announcement or on its accuracy, fairness or completeness. To the fullest extent permitted by applicable law or regulation, no undertaking, representation or warranty, express or implied, is given by or on behalf of the Company, Panmure Gordon, or their respective parent or subsidiary undertakings or the subsidiary undertakings of any such parent undertakings or any of their respective directors, officers, partners, employees, agents, affiliates, representatives or advisers or any other person as to the accuracy, sufficiency, completeness or fairness of the information, opinions or beliefs contained in this announcement and, save in the case of fraud, no responsibility or liability is accepted by any of them for any errors, omissions or inaccuracies in such information, opinions or beliefs or for any loss, cost or damage suffered or incurred, howsoever arising, from any use, as a result of the reliance on, or otherwise in connection with, this announcement.

Panmure Gordon, which is authorised and regulated by the Financial Conduct Authority is acting only for the Company in connection with the proposed Offer (as defined below) and Admission and is not acting for or advising any other person, or treating any other person as its  client, in relation thereto, or giving advice to any other person in relation to the matters contained herein. Such persons should seek their own independent legal, investment and tax advice as they see fit. Panmure Gordon's responsibilities, as the Company's nominated adviser under the AIM Rules for Nominated Advisers and AIM Rules for Companies will be owed solely to the London Stock Exchange and not to the Company, to any of its directors or to any other person in respect of a decision to subscribe for or otherwise acquire Shares in reliance on the Admission Document. No representation or warranty, express or implied, is made by Panmure Gordon or the Company or their respective affiliates, directors, officers, employees or advisers as to any of its contents.

The Company may decide not to go ahead with any offer of its Shares (the "Offer") and there is therefore no guarantee that an Admission Document will be published, any Offer will be made or Admission will occur and investors should not base their financial decisions on the Company's intentions in relation to any Offer or Admission at this stage.

This announcement does not form the basis of or constitute any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any Shares or any other securities nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract or commitment therefor. In particular, this announcement does not constitute an offer to sell, or a solicitation of an offer to buy, Shares in the United States. Shares may not be offered or sold in the United States absent registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"), except pursuant to an available exemption from, or in a transaction not subject to, the registration requirements under the Securities Act. The Shares have not been, and will not be, registered under the Securities Act and will not be offered to the public in the United States. The Shares have not been and will not be registered under the applicable securities laws of Australia, Canada, Japan or South Africa. Subject to certain exceptions, the Shares may not be offered or sold in Australia, Canada, Japan or South Africa or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, Japan or South Africa. There will be no public offer of the Shares in Australia, Canada, Japan or South Africa.

This announcement is only addressed to and directed at: (A) if in member states of the European Economic Area (the "EEA"), persons who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation (EU) 2017/1129 (as amended) ("Qualified Investors"); and (B) if in the United Kingdom, persons who are (a) both "qualified investors" within the meaning of the UK version of the EU Prospectus Regulation (2017/1129/ EU) which is part of UK law by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation") and either (i) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) who are high net worth entities falling within Article 49(2)(a) to (d) of the Order; or (b) other persons to whom it may otherwise lawfully be communicated (all such persons under (a) and (b) together being referred to as "relevant persons"). Any investment or investment activity to which this announcement relates will be available in the United Kingdom only to relevant persons and to Qualified Investors in any member state of the EEA and will be engaged in only with such persons.

This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These statements reflect beliefs of the Directors (including based on their expectations arising from pursuit of the Company's strategy) as well as assumptions made by the Directors and information currently available to the Company.  Although the Directors consider that these beliefs and assumptions are reasonable, by their nature, forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors that may cause the Company's actual financial condition, results of operations, cash flows, liquidity or prospects to be materially different from any future such metric expressed or implied by such statements. Past performance cannot be relied upon as a guide to future performance and should not be taken as a representation that trends or activities underlying past performance will continue in the future. Forward-looking statements speak only as of the date they are made. No representation is made or will be made that any forward-looking statements will come to pass or prove to be correct.

Whilst the contents of this announcement are believed to be true and accurate as at the date of its publication, no representation or warranty is made as to such contents continuing to be true and accurate at any point in the future.

For the avoidance of doubt, the contents of the Company's websites and social media accounts are not incorporated by reference into, and do not form part of, this announcement.

Information to distributors

Solely for the purposes of the product governance requirements contained within the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Rules"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Rules) may otherwise have with respect thereto, the Shares have been subject to a product approval process, which has determined that the Shares are: (i) compatible with an end target market of investors who meet the criteria of professional clients and eligible counterparties each as defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"); and (ii) eligible for distribution through all distribution channels as are permitted by the UK Product Governance Rules (the "UK Target Market Assessment").

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Shares have been subject to a product approval process, which has determined that the Shares are: (i) compatible with an end target market of investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "EU Target Market Assessment").

Notwithstanding the UK Target Market Assessment and the EU Target Market Assessment, distributors should note that: the price of the Shares may decline and investors could lose all or part of their investment; the Shares offer no guaranteed income and no capital protection; and an investment in the Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. Each of the UK Target Market Assessment and the EU Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Fundraise. Furthermore, it is noted that, notwithstanding the UK Target Market Assessment and the EU Target Market Assessment, Panmure Gordon will only procure investors who meet the criteria of professional clients and eligible counterparties each as defined under COBS or MiFID II, as applicable.

For the avoidance of doubt, each of the UK Target Market Assessment and the EU Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A respectively of COBS or MiFID II, as applicable; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to, the Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Shares and determining appropriate distribution channels. If you think you have received this communication in error please return it to the sender.

ENDS