Helium Ventures PLC

Interim / Quarterly Report • Jan 31, 2024

National Storage Mechanism | Additional information

Helium Ventures Plc - Half-Year Report for the Six Months Ended 31 October 2023

PR Newswire

LONDON, United Kingdom, January 31

Helium Ventures plc

(“Helium Ventures” or “the Company”)

Half-Year Report for the Six Months Ended 31 October 2023

Helium Ventures Plc, (AQSE: HEV) presents its unaudited interim results for the six-month period ended 31 October 2023.

Chairman Statement

I am pleased to present the interim financial statements to shareholders for the period from 1 May 2023 to 31 October 2023.

As announced on 21 September 2023, the Company successfully raised net proceeds totalling £250,000 through the issue of 6,250,000 new ordinary shares with a nominal value of 1 pence each at a price of 4 pence per share. The Company also issued 812,500 new ordinary shares of 1 pence each, priced at 4 pence per share, as fee shares, as part of the placing and broking fee retainer. This strategic move enhanced our financial position and underscores our commitment to sustained growth and value creation.

The Board has continued to closely monitor its investment in Blue Star Helium (“Blue Star”) made in October 2021, and notes the announcement on 11 January 2024 by Blue Star that the company has received final approval for the drilling of four additional well locations at their Galactica/Pegasus helium project.

Helium Ventures announced the termination of the proposed acquisition of Vestigo Technologies Ltd ("Trackimo") on 9 October 2023. Instead, the Company has entered into an agreement to subscribe for £250,000 new ordinary shares in Trackimo (“Subscription Agreement”). Following a collaborative market assessment with Trackimo, Trackimo is now pursuing an IPO on the AIM Market. Helium Ventures will receive a total value of £1.55 million in Trackimo shares (“Fee Shares”) at the Trackimo IPO subscription price (“IPO Price”), or an alternative subscription price if the IPO does not proceed.

Pursuant to the Subscription Agreement, Helium Ventures has agreed to pay £250,000 for a proposed subscription of new ordinary shares in Trackimo (“Subscription Shares”) to fulfil banking covenants and support Trackimo's working capital for the potential AIM IPO (“Support Shares”). As part of the ongoing support, Trackimo will issue an additional £100,000 new ordinary shares to Helium Ventures upon completion of the Trackimo IPO (“Support Shares”). Furthermore, any remaining proceeds from the potential exercise of warrants in Helium Ventures will be invested into Trackimo (“Warrant Shares”). In aggregate, the issue of the Fee Shares, Subscription Shares, Support Shares and Warrant Shares (together the "Trackimo Shares") to the Company is capped at 9.99% of the enlarged issued share capital of Trackimo. The Trackimo Shares will be issued at the date of the Trackimo IPO at the IPO Price or in the event the Trackimo IPO does not proceed, the Trackimo Shares will be issued at an alternative subscription price.

Financial Review

For the 6 months to 31 October 2023 the Company reported a net loss of £86,476 (2022: £157,030) mostly relating to administrative expenses and costs relating to the Trackimo transaction which has now been terminated. The Company held cash at period end of £116,171 and investments of £74,506 in listed securities.

Neil Ritson

Chairman

31 January 2024

This announcement contains inside information for the purposes of the UK Market Abuse Regulation and the Directors of the Company accept responsibility for the contents of this announcement.

Enquiries:

Helium Ventures plc Neil Ritson	+44 (0) 20 3475 6834
Cairn Financial Advisers LLP (AQSE Corporate Adviser) Liam Murray / Ludovico Lazzaretti	+44 (0) 20 72130 880

HELIUM VENTURES PLC – CONDENSED INTERIM FINANCIAL STATEMENTS

STATEMENT OF COMPREHENSIVE INCOME

FOR THE PERIOD FROM 1 MAY 2023 TO 31 OCTOBER 2023

		Unaudited Period ended 31 October 2023	Unaudited Period ended 31 October 2022	Audited  Year ended 30 April 2023
	Notes	£	£	£
Administrative expenses		(44,373)	(181,496)	(389,404)
Fair value through profit and loss		(42,103)	3,222	(39,830)
Operating loss		(86,476)	(178,274)	(429,234)
Foreign exchanges losses		-	-	(423)
Finance income/(expense)		-	-
Loss before taxation		(86,476)	(178,274)	(429,657)
Income tax		-	-	-
Loss for the period from continuing operations		(86,476)	(178,274)	(429,657)
Total loss for the year attributable to equity holders of the Company
Other comprehensive loss		-	-	-
Total comprehensive loss attributable to equity holders of the Company		(86,476)	(178,274)	(429,657)
Basic & dilutive earnings per ordinary share (pence)	6	(0.48)	(1.06)	(2.55)

The notes form an integral part of the Unaudited Condensed Interim Financial Statements.

HELIUM VENTURES PLC – CONDENSED INTERIM FINANCIAL STATEMENTS

STATEMENT OF FINANCIAL POSITION

AS AT 31 OCTOBER 2023

	Note	Unaudited As at 31 October 2023 £	Unaudited As at 31 October 2022 £	Audited As at 30 April 2023 £
CURRENT ASSETS
Cash and cash equivalents		116,171	157,030	64,691
Trade and other receivables		256,914	16,288	3,002
Investments held at fair value through profit or loss	7	74,506	159,661	116,609
TOTAL CURRENT ASSETS		447,591	332,979	184,302
TOTAL ASSETS		447,591	332,979	184,302
EQUITY
Share capital	8	239,025	168,400	168,400
Share premium account	8	1,004,380	810,005	810,005
Share based payment reserve		18,615	18,615	18,615
Retained deficit		(1,032,307)	(694,447)	(945,831)
TOTAL EQUITY		229,713	302,573	51,189
CURRENT LIABILITIES
Trade and other payables		217,878	30,406	133,113
TOTAL CURRENT LIABILITIES		217,878	30,406	133,113
TOTAL LIABILITIES		217,878	30,406	133,113
TOTAL EQUITY AND LIABILITIES		447,591	332,979	184,302

The notes form an integral part of the Unaudited Condensed Interim Financial Statements.

**HELIUM VENTURES PLC – CONDENSED INTERIM FINANCIAL STATEMENTS

STATEMENT OF CASHFLOW**

FOR THE 6 MONTH PERIOD ENDED 31 OCTOBER 2023

		Unaudited Period to 31 October 2023	Unaudited Period to 31 October 2022	Audited Year ended 30 April 2023
		£	£	£
Cash flow from operating activities
Loss before income tax		(86,476)	(178,274)	(429,657)
Adjustments for
Fair value adjustment		42,103	(3,222)	39,830
Changes in working capital:
Decrease / (increase) in other receivables		(3,917)	91	13,377
Decrease / (increase) in other payables		99,769	(5,876)	96,829
Net cash used in operating activities		51,479	(187,281)	(279,621)
Cash flows from investing activities
Investment in Trackimo		(250,000)	-	-
Net cash flow from investing activities		(250,000)	-	-
Cashflows from financing activities
Proceeds from issue of ordinary shares		250,000	-	-
Net cash flow from financing activities		250,000	-	-
Net increase in cash and cash equivalents		51,479	(187,281)	(279,621)
Cash and cash equivalents at beginning of the period		64,692	344,312	344,312
Cash and cash equivalents at end of the period		116,171	157,031	64,691

**HELIUM VENTURES PLC – CONDENSED INTERIM FINANCIAL STATEMENTS

STATEMENT OF CHANGES IN EQUITY

FOR THE 6 MONTH PERIOD TO 31 OCTOBER 2023**

	Ordinary Share capital	Share Premium	Share Based Payment Reserves	Retained deficit	Total equity
	£	£	£	£	£
Comprehensive income for the year
Loss for the year	-	-	-	(429,657)	(429,657)
Other comprehensive income	-	-	-	-	-
Total comprehensive loss for the year	-	-	-	(429,657)	(429,657)
Transactions with owners
Ordinary Shares issued	-	-	-	-	-
Warrants issued	-	-	-	-	-
Share Issue Costs	-	-	-	-	-
Total transactions with owners	-	-	-	-	-
As at 30 April 2023	168,400	810,005	18,615	(945,831)	51,189

	Ordinary Share capital	Share Premium	Share Based Payment Reserves	Retained deficit	Total equity
	£	£	£	£	£
Comprehensive income for the period
Loss for the period	-	-	-	(86,476)	(86,476)
Other comprehensive income	-	-	-	-
Total comprehensive loss for the period	-	-	-	(86,476)	(86,476)
Transactions with owners
Ordinary Shares issued	70,625	211,875	-	-	282,500
Warrants issued	-	-	-	-	-
Share Issue Costs	-	(17,500)	-	-	(17,500)
Total transactions with owners	70,625	194,375	-	-	265,000
As at 31 October 2023	239,025	1,004,380	18,615	(1,032,307)	229,713

**HELIUM VENTURES PLC – CONDENSED INTERIM FINANCIAL STATEMENTS

NOTES TO THE INTERIM FINANCIAL INFORMATION

FOR THE PERIOD FROM INCORPORATION TO 31 OCTOBER 2023**

1          General Information

The Company was incorporated on 23 April 2021 in England and Wales with Registered Number 13355240 under the Companies Act 2006.

The address of its registered office is Eccleston Yards, 25 Eccleston Place, London SW1W 9NF, United Kingdom.

The principal activity of the Company is to seek suitable investment opportunities in the technology sector.

The Company commenced trading on the Aquis Stock Exchange (AQSE) Growth Market on 8 July 2021.

2                     Accounting Policies

IAS 8 requires that management shall use its judgement in developing and applying accounting policies that result in information which is relevant to the economic decision-making needs of users, that are reliable, free from bias, prudent, complete and represent faithfully the financial position, financial performance and cash flows of the entity.

3                     Basis of preparation

The Condensed Interim Financial Statements have been prepared in accordance with the requirements of the AQSE Rules and International Accounting Standards in conformity with the requirements of the Companies Act 2006 and the Companies Act 2006 applicable to companies reporting under IFRS.

The Condensed Interim Financial Statements have not been prepared in accordance with IAS 34 “Interim Financial Statements.” The Condensed Interim Financial Statements do not include all disclosures that would otherwise be required in a complete set of financial statements but have been prepared in accordance with the existing accounting policies of the Company.

The Interim Financial Statements for the period from 1 May 2023 to 31 October 2023 are unaudited.

The Company Financial Information has been prepared using the measurement bases specified by IFRS for each type of asset, liability, income and expense.

The Historic Financial Information does not constitute statutory accounts within the meaning of section 434 of the Companies Act 2006.

The Historic Financial Information is presented in £ unless otherwise stated, which is the Company’s functional and presentational currency.

Going concern

The Directors have made an assessment of the Company’s ability to continue as a going concern and are satisfied that the company has the adequate resources to continue in operational existence for the foreseeable future. The Company, therefore, continues to adopt the going concern basis in preparing its interim financial statements.

Accounting policies

The same accounting policies, presentation and methods of computation have been followed in these Condensed Interim Financial Statements as were applied in the preparation of the Company’s historic financial information for the year ended 30 April 2023 except for the impact of the adoption of the Standards and interpretations described below and new accounting policies adopted as a result of changes in the Company.

Standards and interpretations adopted in the period

There were no new standards or interpretations adopted by the Company in the period.

New standards and interpretations not yet adopted

At the date of approval of these financial statements, the following standards and interpretations which have not been applied in these financial statements were in issue but not yet effective (and in some cases have not yet been adopted by the UK): 

Standard	Impact on initial application	Effective date
Amendments to IAS 1	Classification of liabilities as Current or Non-current, effective from 1 January 2024  or Non-current	1 January 2024
Amendments to IFRS 16 Leases	Lease Liability in a Sale and Leasebacks	1 January 2024
Amendments to IAS 1 Presentation of Financial Statements	Non-current Liabilities with Covenants	1 January 2024

The effect of these new and amended Standards and Interpretations which are in issue but not yet mandatorily effective is not expected to be material.

The directors are evaluating the impact that these standards may have on the financial statements of Company.

4                     Critical accounting estimates and judgments

In preparing the Condensed Interim Financial Statements, the Directors have to make judgments on how to apply the Company’s accounting policies and make estimates about the future. Estimates and judgements are continuously evaluated based on historical experiences and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may deviate from these estimates and assumptions.

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below.

5         Employees and directors’ remuneration

There were no employees of the Company in the period under review, other than the three directors. Directors’ remuneration for the period was as follows: 

	Unaudited	Unaudited	Audited
	31 October   2023  £	31 October   2022  £	30 April  2023 £
Director fees	36,000	36,000	77,366
Employers N.I.	-	-	722
	36,000	36,000	78,088

6                     Earnings per Ordinary Share

There were no potentially dilutive instruments in issue at the period end.

	Unaudited	Unaudited	Audited
	31 October 2023	31 October 2022	30 April  2023
Basic and dilutive earnings per Ordinary Share
Earnings attributable to Shareholders	(86,476)	(178,274)	(429,657)
Weighted average number of Ordinary Shares	17,867,876	16,840,000	16,480,000
Per share amount-(pence)	(0.48)	(1.06)	(2.55)

There is no difference between the diluted loss per share and the basic loss per share presented. . Share options and warrants could potentially dilute basic earnings per share in the future but were not included in the calculation of diluted earnings per share as they are anti-dilutive for the period presented.

7                     Investments held at fair value through profit and loss

	£
Cost at 31 October 2022	219,949
Cost at 30 April 2023	219,949
Cost at 31 October 2023	219,949
Fair value loss at 31 October 2022	3,222
Fair value loss at 30 April 2023	(39,830)
Fair value loss at 31 October 2023	(42,103)
Fair value of Investment at 31 October 2022	159,661
Fair value of Investment at 30 April 2023	116,609
Fair value of Investment at 31 October 2023	74,506

On 3 November 2021, the Company acquired an investment in Blue Star Helium Limited. The investment totalled AUD $400,000 at AUD 5.6 cents per share and was part of a AUD $15 million fundraise. The Company holds 7,142,858 shares in Blue Star Helium Limited representing 0.45% of the total issued shares in that company.

The investment was recognised as a financial asset held at fair value through profit and loss. It is classified as a current asset as the Company views this as an asset which is likely to be held for the short term only.

During the year a fair value loss was recognised in the income statement reflecting the fall in value from the last revaluation date of AUD 3.1 cents per share at acquisition to AUD 2 cents per share at the date of these accounts. The shares were initially purchased for AUD 5.6 cents per share.

Accounting standards, including IFRS 13, prescribe a three-level hierarchy for fair valuing financial instruments. The investment in Blue Star Helium Limited has been measured and recognised in the financial statements at Level 1 as the entity is publicly quoted. The three levels are described below:

Level 1: The fair value of financial instruments traded in active markets (such as publicly traded derivatives, and equity securities) is based on quoted market prices at the end of the reporting year. The quoted market price used for financial assets held by the Company is the current bid price. These instruments are included in level 1.

Level 2: The fair value of financial instruments that are not traded in an active market (e.g. over-the- counter derivatives) is determined using valuation techniques that maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities

8                     Share Capital & Share Premium

	Ordinary Shares	Share Capital	Share Premium	Total
	#	£	£	£
At 31 October 2022	16,840,000	168,400	810,005	978,405
At 30 April 2023	16,840,000	168,400	810,005	978,405
September 2023 Placing	7,062,500	70,625	211,875	282,500
Share issue costs	-	-	(17,500)	(17,500)
At 31 October 2023	23,902,500	239,025	1,004,380	1,243,405

9                     Related Party Transactions

Charlie Wood and Neil Ritson, both directors of the Company, subscribed for, in aggregate, 1,750,000 new ordinary shares at a price of 4p per share in the placing announced on 21 September 2023.  Charlie Wood subscribed for 1,250,000 via Orana Corporate LLP of which he is a Partner and 33.3% shareholder, Neil Ritson subscribed for the balance of 500,000.  There were no other related party transactions during the period.

10                  Ultimate Controlling Party

As at 31 October 2023, there was no ultimate controlling party of the Company.

11                  Post Balance Sheet Events

On 21 December 2023, following approval at the AGM, the Company changed its investment strategy to focus on opportunities in the technology sector.

There have been no other material events subsequent to period end.

12                  Nature of the Interim Financial Statements

The Company Financial Information presented above does not constitute statutory accounts for the period under review. 

13                  Approval of the Condensed Interim Financial Statements

The Condensed Interim Financial Statements were approved by the Board of Directors on 31 January 2024.

Note:

Certain statements made in this announcement are forward-looking statements. These forward-looking statements are not historical facts but rather are based on the Company's current expectations, estimates, and projections about its industry; its beliefs; and assumptions. Words such as 'anticipates,' 'expects,' 'intends,' 'plans,' 'believes,' 'seeks,' 'estimates,' and similar expressions are intended to identify forward-looking statements. These statements are not a guarantee of future performance and are subject to known and unknown risks, uncertainties, and other factors, some of which are beyond the Company's control, are difficult to predict, and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. The Company cautions security holders and prospective security holders not to place undue reliance on these forward-looking statements, which reflect the view of the Company only as of the date of this announcement. The forward-looking statements made in this announcement relate only to events as of the date on which the statements are made. The Company will not undertake any obligation to release publicly any revisions or updates to these forward-looking statements to reflect events, circumstances, or unanticipated events occurring after the date of this announcement except as required by law or by any appropriate regulatory authority.

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