Half-Year Report for the Six Months Ended 31 October 2024
Helium Ventures plc
(“Helium Ventures” or the “Company”)
Half-Year Report for the Six Months Ended 31 October 2024
Helium Ventures plc (AQSE:HEV), presents its unaudited interim results for the six-month period ended 31 October 2024.
Chairman’s Statement
I am pleased to present the interim financial statements for Helium Ventures Plc for the six-month period from 1 May 2024 to 31 October 2024.
During the period, the Company maintained its investment portfolio, which includes:
- Vestigo Technologies Ltd ("Trackimo" or "Vestigo")
On 9 October 2023, the Company entered into an agreement to subscribe for £250,000 in new ordinary shares of Trackimo, funded through the proceeds of a placing. As announced 6 June 2024, the Company was issued 1,032,407 ordinary A class shares at a price of approximately £1.84 per share in Trackimo representing a 19.36% equity stake at the time, as determined by an independent valuation which was triggered by the expiry of the long stop date for Trackimo completing an IPO. The ordinary A class shares the Company was issued is inclusive of the £250,000 subscription the Company made in Trackimo. Trackimo continues to trade in line with expectations.
- Blue Star Helium Limited
The Company holds 7,142,858 ordinary shares in Blue Star Helium Limited, an ASX-listed company with significant helium exploration acreage in the USA. In recent months, Blue Star announced the mobilisation of a drilling rig to the Jackson 31 site within the Galactica Project in Las Animas County, Colorado, as part of a five-well programme. Initial results from this drilling campaign are expected in H1 2025.
Looking ahead, the Board remains focused on identifying and evaluating strategic opportunities to enhance shareholder value, following the termination of the Trackimo RTO. This work is ongoing, and we will keep shareholders informed as we progress.
The Company continues to carefully manage its working capital position and may need to raise further capital in the future through equity or alternative financing agreements. There can be no guarantee that funding discussions will result in new funding being secured nor that that the terms of any such agreement will be favourable to the Company and its shareholders. Further announcements will be made in due course.
On behalf of the Board, I would like to extend my gratitude to our shareholders, fellow directors, and professional advisers for their continued support.
Neil Ritson
Chairman
30 January 2025
The Directors of the Company accept responsibility for the contents of this announcement. This announcement contains inside information for the purposes of UK Market Abuse Regulation.
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 |
For more information please visit: www.heliumvs.com
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.
HELIUM VENTURES PLC – CONDENSED INTERIM FINANCIAL STATEMENTS
STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD FROM 1 MAY 2024 TO 31 OCTOBER 2024
|
|
| Unaudited Period ended 31 October 2024 | Unaudited Period ended 31 October 2023 | Audited Year ended 30 April 2024 |
|
| Notes | £ | £ | £ |
|
|
|
|
|
|
| Administrative expenses |
| (65,121) | (44,373) | (291,175) |
| Fair value through profit & loss | 7 | (16,027) | (42,103) | (86,920) |
| Other income |
| - | - | 86,431 |
| Operating loss |
| (81,148) | (86,476) | (291,664) |
| Foreign exchanges losses |
| - | - | (396) |
| Finance income/(expense) |
| - | - | - |
| Loss before taxation |
| (81,148) | (86,476) | (292,060) |
| Income tax |
| - | - | - |
| Loss for the period from continuing operations |
| (81,148) | (86,476) | (292,060) |
| 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 |
| (81,148) | (86,476) | (292,060) |
|
|
|
|
|
|
|
|
|
|
|
|
| Basic & dilutive earnings per ordinary share (pence) | 6 | (0.34) | (0.48) | (1.38) |
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|
|
|
|
|
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 2024
|
| Note |
Unaudited As at 31 October 2024 £ |
Unaudited As at 31 October 2023 £ | Audited As at 30 April 2024 £ |
| NON-CURRENT ASSETS |
|
|
|
|
| Investments held at fair value through profit or loss | 7 | 250,000 | - | 250,000 |
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|
|
|
|
|
| CURRENT ASSETS |
|
|
|
|
| Cash and cash equivalents |
| 36,955 | 116,171 | 56,215 |
| Trade and other receivables |
| 21,227 | 256,914 | 15,407 |
| Investments held at fair value through profit or loss | 7 | 13,663 | 74,506 | 29,689 |
| TOTAL CURRENT ASSETS |
| 71,845 | 447,591 | 101,311 |
| TOTAL ASSETS |
| 321,845 | 447,591 | 351,311 |
|
|
|
|
|
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| EQUITY |
|
|
|
|
| Share capital | 8 | 239,025 | 239,025 | 239,025 |
| Share premium account | 8 | 1,004,380 | 1,004,380 | 1,004,380 |
| Share based payment reserve |
| 18,615 | 18,615 | 18,615 |
| Retained deficit |
| (1,319,039) | (1,032,307) | (1,237,891) |
| TOTAL EQUITY |
| (57,019) | 229,713 | 24,129 |
|
|
|
|
|
|
| CURRENT LIABILITIES |
|
|
|
|
| Trade and other payables |
| 378,864 | 217,878 | 327,182 |
| TOTAL CURRENT LIABILITIES |
| 378,864 | 217,878 | 327,182 |
| TOTAL LIABILITIES |
| 378,864 | 217,878 | 327,182 |
| TOTAL EQUITY AND LIABILITIES |
| 321,845 | 447,591 | 351,311 |
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 2024
|
|
| Unaudited Period to 31 October 2024 | Unaudited Period to 31 October 2023 | Audited Year ended 30 April 2024 |
|
|
| £ | £ | £ |
| Cash flow from operating activities |
|
|
|
|
| Loss before income tax |
| (81,148) | (86,476) | (292,060) |
| Adjustments for |
|
|
|
|
| Fair value adjustment |
| 16,027 | 42,103 | 86,920 |
| Share based payments |
| - | - | 15,000 |
| Changes in working capital: |
|
|
|
|
| Decrease / (increase) in other receivables |
|
(5,821) |
(3,917) | (12,405) |
| Decrease / (increase) in other payables |
| 51,682 | 99,769 | 194,069 |
| Net cash (used in)/ from in operating activities |
| (19,260) | 51,479 | (8,476) |
|
|
|
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|
|
| Cash flows from investing activities |
|
|
|
|
| Investment in Trackimo |
| - | (250,000) | (250,000) |
| Net cash flow from investing activities |
| - | (250,000) | (250,000) |
|
|
|
|
|
|
| Cashflows from financing activities |
|
|
|
|
| Proceeds from issue of ordinary shares |
| - | 250,000 | 250,000 |
| Net cash flow from financing activities |
| - | 250,000 | 250,000 |
|
|
|
|
|
|
| Net increase in cash and cash equivalents |
| (19,260) | 51,479 | (8,476) |
| Cash and cash equivalents at beginning of the period |
| 56,215 | 64,692 | 64,691 |
| Cash and cash equivalents at end of the period |
| 36,955 | 116,171 | 56,215 |
The notes form an integral part of the Unaudited Condensed Interim Financial Statements.
HELIUM VENTURES PLC – CONDENSED INTERIM FINANCIAL STATEMENTS
STATEMENT OF CHANGES IN EQUITY
FOR THE 6 MONTH PERIOD TO 31 OCTOBER 2024
|
| Ordinary Share capital |
Share Premium |
Share Based Payment Reserves |
Retained deficit |
Total equity |
|
| £ | £ | £ | £ | £ |
| As at 30 April 2023 | 168,400 | 810,005 | 18,615 | (945,831) | 51,189 |
| Comprehensive income for the year | - | - | - | - | - |
| Loss for the year | - | - | - | (292,060) | (292,060) |
| Other comprehensive income | - | - | - | - | - |
| Total comprehensive loss for the year | - | - | - | (292,060) | (292,060) |
|
|
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|
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| Transactions with owners |
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|
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|
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| 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 30 April 2024 | 239,025 | 1,004,380 | 18,615 | (1,237,891) | 24,129 |
|
| Ordinary Share capital |
Share Premium |
Share Based Payment Reserves |
Retained deficit |
Total equity |
|
| £ | £ | £ | £ | £ |
| As at 1 May 2024 | 239,025 | 1,004,380 | 18,615 | (1,237,891) | 24,129 |
| Comprehensive income for the period |
|
|
|
|
|
| Loss for the period | - | - | - | (81,148) | (81,148) |
| Other comprehensive income | - | - | - | - | - |
| Total comprehensive loss for the period | - | - | - | (81,148) | (81,148) |
|
|
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| Transactions with owners |
|
|
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|
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| Ordinary Shares issued | - | - | - | - | - |
| Warrants issued | - | - | - | - | - |
| Share Issue Costs | - | - | - | - | - |
| Total transactions with owners | - | - | - | - | - |
| As at 31 October 2024 | 239,025 | 1,004,380 | 18,615 | (1,319,039) | (57,019) |
The notes form an integral part of the Unaudited Condensed Interim Financial Statements.
HELIUM VENTURES PLC – CONDENSED INTERIM FINANCIAL STATEMENTS
NOTES TO THE INTERIM FINANCIAL INFORMATION
FOR THE PERIOD FROM 1 MAY 2024 TO 31 OCTOBER 2024
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 2024 to 31 October 2024 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 | 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 2024 £ | 31 October 2023 £ | 30 April 2024 £ |
| Director fees | 36,000 | 36,000 | 72,000 |
| Employers N.I | - |
| - |
|
| 36,000 |
36,000 | 72,000 |
6 Earnings per Ordinary Share
There were no potentially dilutive instruments in issue at the period end.
|
| Unaudited | Unaudited | Audited |
|
| 31 October 2024 | 31 October 2023 |
30 April 2024 |
| Basic and dilutive earnings per Ordinary Share |
|
|
|
| Earnings attributable to Shareholders | (81,148) | (86,476) | (292,060) |
| Weighted average number of Ordinary Shares | 23,902,500 | 17,867,876 | 21,135,548 |
| Per share amount-(pence) | (0.34) | (0.48) | (1.38) |
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
Current
|
| £ |
| Cost at 31 October 2023 | 219,949 |
|
|
|
| Cost at 30 April 2024 | 219,949 |
|
|
|
| Cost at 31 October 2024 | 219,949 |
|
|
|
| Fair value loss at 31 October 2023 | (42,103) |
| Fair value loss at 30 April 2024 | (86,920) |
| Fair value loss at 31 October 2024 | (16,027) |
|
|
|
| Fair value of Investment at 31 October 2023 | 74,506 |
| Fair value of Investment at 30 April 2024 | 29,689 |
| Fair value of Investment at 31 October 2024 | 13,663 |
|
|
|
|
Non – Current |
|
|
|
|
| Cost at 31 October 2023 | - |
| Additions | 250,000 |
| Cost at 30 April 2024 | 250,000 |
|
|
|
| Cost at 31 October 2024 | 250,000 |
|
|
|
| Fair value loss at 31 October 2023 | - |
| Fair value loss at 30 April 2024 | - |
| Fair value loss at 31 October 2024 | - |
|
|
|
| Fair value of Investment at 31 October 2023 | - |
| Fair value of Investment at 30 April 2024 | 250,000 |
| Fair value of Investment at 31 October 2024 | 250,000 |
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 0.8 cents per share to AUD 0.0375 cents per share at the date of these accounts. The shares were initially purchased for AUD 5.6 cents per share.
During the 2024 financial year the Company subscribed for £250,000 of new ordinary shares in Trackimo to fulfil certain banking covenants and support Trackimo's working capital leading up to a potential AIM IPO. Whilst the shares were issued in July 2024, the terms of the agreement were irrevocable and as such the investment is treated as an equity investment at year end.
At 30 April 2024 a third party valuation reporting indicating the fair value of the investment to be significantly higher than the current carrying value. The valuation was based on a discounted cash flow forecast (DCF) and included various observable inputs. However, due to the inherent unpredictability of future cash-flows and a lack of liquidity in a private company's securities, the asset was not valued upwards at the end of the period. The Company reviewed the valuation as at 31 October 2024 and noted there has been no material change to the assumptions used in the valuation. As a result there has been no adjustment to the carrying value of the asset.
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 whilst the investment in Trackimo is considered level 3. 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 2023 | 23,902,500 | 239,025 | 1,004,380 | 1,243,405 |
| At 30 April 2024 | 23,902,500 | 239,025 | 1,004,380 | 1,243,405 |
| Movement for the period | - | - | - | - |
| At 31 October 2024 | 23,902,500 | 239,025 | 1,004,380 | 1,243,405 |
9 Related Party Transactions
Provision of services:
Charlie Wood, a partner of Orana Corporate LLP, is also a director of the Company. As a result, Orana Corporate LLP is considered a related party under the applicable reporting framework due to the common directorship and influence Charlie Wood has over both entities.
Orana Corporate LLP has a service agreement with the Company for the provision of accounting, Company
secretarial and corporate finance services. In the period Orana Corporate LLP accrued £12,000 (2023: £12,150) for these services from the Company.
Directors' remuneration:
For details of the directors' remuneration paid in the year, refer to the Directors' report.
As at 31 October 2024 the Directors were owed the following amounts: Fungai Ndoro £53,000 (2024: £41,000), Neil Ritson £53,000 (2024: £41,000) and Charlie Wood £46,700 (2024: £34,700).
Other than these there were no other related party transactions.
10 Ultimate Controlling Party
As at 31 October 2024, there was no ultimate controlling party of the Company.
11 Post Balance Sheet Events
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 30 January 2025.
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