Half-Year Report for the Six Months Ended 31 Oc...
Helium Ventures Plc
(“Helium Ventures” or the “Company”)
Half-Year Report for the Six Months Ended 31 October 2022
Helium Ventures (Aquis Exchange: HEV), a London based investment company initially focused on opportunities within the helium sector, is pleased to present its unaudited half-year results for the six-month period ended 31 October 2022.
Chairman’s Statement
I am pleased to present the Company’s interim financial statements for the six-month period from 1 May 2022 to 31 October 2022.
On 7 October 2022, the Company announced the conditional acquisition of Vestigo Technologies Ltd (“Vestigo”) which owns and distributes its advanced tracking software product, Trackimo and associated hardware and intellectual property, to be satisfied by the issue of Helium Ventures shares. The existing ordinary shares of the Company are to be valued at £1.684 million (10p per share) as part of the transaction. After reviewing potential transactions in the helium sector and elsewhere, the Board concluded that the acquisition of Vestigo was the most viable, value enhancing transaction available to the Company.
Trackimo, a USA company wholly-owned by Vestigo Technologies Ltd, is an Internet of Things solution provider with proprietary technology, enabling worldwide connectivity for Machine to Machine devices. Trackimo is seeking to transform its business model through the development of customisable radio frequency mobile technology solutions that are easy to implement, user friendly and that can be used globally with enhanced security and reliability. Due diligence is ongoing and the Board looks forward to updating shareholders as this transaction progress towards completion.
The Board has continued to closely monitor its investment in Blue Star Helium (“Blue Star”) made in October 2021, and notes the announcement on 9 January 2023 by Blue Star that the company has received final approval for the drilling of four development wells at their Galactica/Pegasus helium project.
Following the end of the current reporting period the Board appointed Charles Ainslie (“Charlie”) Wood as Non-executive Director of the Company and Jonathan Owen resigned as a director of the Company on 10 November 2022. The Board would like to thank Jonathan for his service since the founding of the Company in 2021, and to welcome Charlie, who brings extensive experience to the Board and who will assist in bringing the proposed Vestigo acquisition to completion.
As at 31 October 2022, the Company had cash and cash equivalents of £157,030. The Company continues to carefully and prudently manage its working capital position throughout the ongoing Trackimo transaction.
Neil Ritson
Chairman
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.
ENDS
Enquiries:
| Helium Ventures plc | +44 (0)20 3475 6834 |
| Neil Ritson, Chairman | |
| Cairn Financial Advisers LLP (AQSE Corporate Adviser) | +44 (0)20 7213 0880 |
| Ludovico Lazzaretti Liam Murray |
|
HELIUM VENTURES PLC – CONDENSED INTERIM FINANCIAL STATEMENTS
STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD FROM 1 MAY 2022 TO 31 OCTOBER 2022
|
Unaudited
Six months to 31 October 2022 |
Unaudited
Period to 31 October 2021 |
Audited
Period to 30 April 2022 |
||
| Notes | £ | £ | ||
| Continuing operations | ||||
| Administrative expenses | 9 | (182,518) | (270,317) | (452,160) |
| Fair value gain/(loss) on financial asset at fair value through profit and loss | 15 | 3,222 | - | (63,510) |
| Operating loss | (179,296) | (270,317) | (515,670) | |
| Foreign exchange losses | - | (32) | (504) | |
| Loss before taxation | (179,296) | (270,349) | (516,174) | |
| Taxation on loss on ordinary activities | - | - | - | |
| Loss for the period from continuing operations | (179,296) | (270,349) |
(516,174) |
|
| Total loss for the period attributable to shareholders from continuing operations | (179,296) | (270,349) |
(516,174) |
|
| Basic & dilutive earnings per ordinary share (pence) | 11 | (1.06) | (2.17) |
(3.54) |
The notes form an integral part of the Unaudited Condensed Interim Financial Statements.
|
Notes |
Unaudited
As at 31 October 2022 |
Unaudited
As at 31 October 2021 |
Audited
As at 30 April 2022 |
|
| £ | £ | £ | ||
| CURRENT ASSETS | ||||
| Cash and cash equivalents | 12 | 157,030 | 703,526 | 344,312 |
| Trade & other receivables | 13 | 18,136 | 38,024 | 16,380 |
| Investments held at fair value through profit or loss | 15 | 159,661 | - | 156,439 |
| TOTAL CURRENT ASSETS | 334,827 | 741,550 | 517,131 | |
| TOTAL ASSETS | 334,827 | 741,550 | 517,131 | |
| EQUITY | ||||
| Share Capital | 16 | 168,400 | 168,400 | 168,400 |
| Share Premium | 16 | 810,005 | 820,100 | 810,005 |
| Share Based Payment Reserves | 17 | 18,615 | 18,615 | 18,615 |
| Retained deficit | (695,470) | (270,349) | (516,174) | |
| TOTAL EQUITY | 301,550 | 736,766 | 480,846 | |
| CURRENT LIABILITIES | ||||
| Trade and other payables | 14 | 33,277 | 4,784 | 36,285 |
| TOTAL CURRENT LIABILITIES | 33,277 | 4,784 | 36,285 | |
| TOTAL LIABILITIES | 33,277 | 4,784 | 36,285 | |
| TOTAL EQUITY AND LIABILITIES | 334,827 | 741,550 | 517,131 |
HELIUM VENTURES PLC – CONDENSED INTERIM FINANCIAL STATEMENTS
STATEMENT OF FINANCIAL POSITION
AS AT 31 OCTOBER 2022
The notes form an integral part of the Unaudited Condensed Interim Financial Statements.
|
|
Unaudited
Six months to 31 October 2022 |
Unaudited
Period to 31 October 2021 |
Audited
Period to 31 April 2022 |
|
| £ | ||||
| Cash flow from operating activities | ||||
| Loss for the period | (179,296) | (270,349) | (516,174) | |
| Adjustments for | ||||
| Share based payment | - | 18,615 | 8,520 | |
| Fair value losses/(gains) | (3,222) | - | 63,510 | |
| Changes in working capital: | ||||
| Increase in trade and other receivables | (1,756) | (38,024) | (16,380) | |
| Increase/(decrease) in trade and other payables | (3,008) | 4,784 | 36,285 | |
| Net cash outflow from operating activities | (187,282) | (284,974) | (424,239) | |
| Cash flows from investing activities | ||||
| Investment in Blue Star Helium | - | - | (219,949) | |
| Net cash flow from investing activities | - | - | (219,949) | |
| Cashflows from financing activities | ||||
| Proceeds from issue of ordinary shares net of share issue costs | - | 988,500 | 988,500 | |
| Net cash flow from financing activities | - | 988,500 | 988,500 | |
| Net increase/(decrease) in cash and cash equivalents | (187,282) | 703,526 | 344,312 | |
| Cash and cash equivalents at beginning of financial year | 344,312 | - | - | |
| Cash and cash equivalents at end of financial year | 157,030 | 703,526 | 344,312 |
HELIUM VENTURES PLC – CONDENSED INTERIM FINANCIAL STATEMENTS
STATEMENT OF CASHFLOW
FOR THE PERIOD FROM 1 MAY 2022 TO 31 OCTOBER 2022
| Ordinary Share capital |
Share Premium |
Share Based Payment Reserves |
Retained earnings |
Total equity |
|
| £ | £ | £ | £ | £ | |
| Balance at incorporation | - | - | - | - | - |
| Loss for period | - | - | - | (270,349) | (270,349) |
| Transactions with owners | |||||
| Ordinary shares issued | 168,400 | 831,600 | - | - | 1,000,000 |
| Warrants issued | - | - | 18,615 | - | 18,615 |
| Share issue costs | - | (11,500) | - | - | (11,500) |
| Total transactions with owners | 168,400 | 820,100 | 18,615 | - | 1,007,115 |
| Balance at 31 October 2021 | 168,400 | 820,100 | 18,615 | (270,349) | 736,766 |
| Loss for period | - | - | - | (245,825) | (245,825) |
| Transactions with owners | - | (10,095) | - | - | (10,095) |
| Balance at 30 April 2022 | 168,400 | 810,005 | 18,615 | (516,174) | 480,846 |
| Loss for period | - | - | - | (179,296) | (179,296) |
| Balance at 31 October 2022 | 168,400 | 810,005 | 18,615 | (695,470) | 301,550 |
HELIUM VENTURES PLC – CONDENSED INTERIM FINANCIAL STATEMENTS
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD FROM 1 MAY 2022 TO 31 OCTOBER 2022
HELIUM VENTURES PLC – CONDENSED INTERIM FINANCIAL STATEMENTS
NOTES TO THE INTERIM FINANCIAL INFORMATION
FOR THE PERIOD FROM I MAY 2022 TO 31 OCTOBER 2022
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.
The Company commenced trading on the Aquis Stock Exchange (AQSE) Growth Market on 8 July 2021 and a secondary listing on the US OTC market was completed on 4 January 2022.
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 UK adopted International Accounting Standards (“IFRS”) 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 to 31 October 2022 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 Historical Financial Information does not constitute statutory accounts within the meaning of section 434 of the Companies Act 2006.
The Historical Financial Information is presented in £ unless otherwise stated, which is the Company’s functional and presentational currency.
4. Going concern
The preparation of the financial statements requires an assessment on the validity of the going concern assumption.
The Board believes that it has certain levers at its disposal to further improve the cash position of the Company if this becomes necessary, such as suspending Directors’ fees, renegotiating the fees of certain advisors, selling down the Company’s stake in Blue Star Helium and encouraging warrant holders to exercise their warrants.
Having regard to the existing working capital position, the Directors are of the opinion that the Company has adequate resources and has a number of levers to enhance the cash within the business, in order to continue operating for the next twelve months.
The Company is pursuing an acquisition and it is expected that this transaction will be accompanied by a fundraising exercise. Accordingly, the Directors continue to adopt the going concern basis in preparing the financial statements.
5. Accounting policies
The same accounting policies, presentation and methods of computation have been followed in these condensed consolidated interim financial statements as were applied in the preparation of the Company’s financial statements for the period ended 30 April 2022.
6. 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. Actual results may differ from these estimates. In preparing these condensed consolidated interim financial statements, the significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those that applied to the financial statements for the year ended 30 April 2022.
7. Financial risk management
The Group's activities expose it to a variety of financial risks, including market risk (which includes currency risk and interest rate risk), credit risk and liquidity risk. The condensed interim financial statements do not include all financial risk management information and disclosures required in the annual financial statements; they should be read in conjunction with the Company's annual financial statements as at 30 April 2022. There have been no changes in any risk management policies since the year end.
8. 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:
|
Period to
31 October 2022 £ |
Period to
31 October 2021 £ |
Period to
30 April 2022 £ |
|
| Directors’ fees | 36,000 | 23,361 | 57,600 |
| Employer’s NI | - | - | 376 |
| 36,000 | 23,361 | 57,976 |
9. Operating loss
Operating loss for the company is stated after charging:
|
Period to
31 October 2022 £ |
Period to
31 October 2021 £ |
Period to
30 April 2022 £ |
|
| Directors’ fees | 36,000 | 23,361 | 57,976 |
| Professional fees | 20,886 | 95,644 | 220,167 |
| Listing expenses | - | 84,646 | 99,222 |
| Fees relating to acquisition of Vestigo | 93,027 | - | - |
| Other administrative expenses | 32,605 | 48,051 | 66,275 |
| Share based payments | - | 18,615 | 8,520 |
| 182,518 | 270,317 | 452,160 |
10. Income Tax
|
Period to
31 October 2022 £ |
Period to
31 October 2021 £ |
Period to
30 April 2022 £ |
|
| Current tax | - | - | - |
| Deferred tax | - | - | - |
| Income tax expense | - | - | - |
Income tax can be reconciled to the loss in the statement of comprehensive income as follows:
|
Period to
31 October 2022 |
Period to
31 October 2021 £ |
Period to
30 April 2022 |
|
| Loss before taxation | (179,296) | (270,349) | (516,174) |
| Tax at the UK corporation tax rate of 19% | (34,066) | (51,366) | (98,073) |
| Tax effect of amounts which are not deductible | (612) | - | 13,686 |
| Tax losses on which no deferred tax asset has been recognised | 34,678 | 51,366 | 84,387 |
| - | - | - |
The Company has accumulated tax losses of approximately £119,000 that are available, under current legislation, to be carried forward indefinitely against future profits.
A deferred tax asset has not been recognised in respect of these losses due to the uncertainty of future profits. The amount of the deferred tax asset not recognised is approximately £119,000.
On 11 March 2020 it was announced (and substantively enacted on 17 March 2020) that the UK corporation tax rate would remain at 19% and not reduce to 17% (the previously enacted rate) from 1 April 2020. On 3 March 2021, the Chancellor announced that the corporation tax rate will be increasing to 25% from 1 April 2023.
11. Earnings per Ordinary Share
There were no potentially dilutive instruments in issue at the period end.
|
Period to
31 October 2022 £ |
Period to
31 October 2021 £ |
Period to
30 April 2022 £ |
|
| Loss attributable to equity shareholders | (179,296) | (270,349) | (516,174) |
| Weighted number of ordinary shares in issue | 16,840,000 | 12,451,250 | 14,587,882 |
| Basic and diluted loss per share in pence | (1.06) | (2.17) | (3.54) |
There is no difference between the diluted loss per share and the basic loss per share presented. 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.
12. Cash and Cash Equivalents
|
Period to
31 October 2022 £ |
Period to
31 October 2021 £ |
Period to
30 April 2022 £ |
|
| Cash and cash equivalents | 157,030 | 703,526 | 344,312 |
| 157,030 | 703,526 | 344,312 |
13. Trade and Other Receivables
|
Period to
31 October 2022 £ |
Period to
31 October 2021 £ |
Period to
30 April 2022 £ |
|
| Prepayments | 18,136 | - | 16,380 |
| Other receivables | - | 38,024 | - |
| 18,136 | 38,024 | 16,380 |
14. Trade & Other Payables
|
Period to
31 October 2022 £ |
Period to
31 October 2021 £ |
Period to
30 April 2022 £ |
|
| Trade creditors | 13,757 | 3,024 | 4,506 |
| Accruals | 1,520 | - | 31,779 |
| Other payables | 18,000 | 1,760 | - |
| Trade and other payables | 33,277 | 4,784 | 36,285 |
15. Investments held at fair value through profit or loss
| £ | |
| Cost and fair value of investment at 31 October 2021 | - |
| Addition – Blue Star Helium Limited | 219,949 |
| Cost at 30 April 2022 | 219,949 |
| Fair value losses | (63,510) |
| Fair value of investment at 30 April 2022 | 156,439 |
| Fair value gain | 3,222 |
| Fair value of Investment at 31 October 2022 | 159,661 |
On 3 November 2021, the Company acquired an investment in Blue Star Helium Limited. The investment totalled A$400,000 at A$0.056 per share and was part of an A$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 period a fair value gain was recognised in the income statement reflecting an increase in value from the share price of A$0.039 per share at 30 April 2022 to A$0.040 per share at the date of these Condensed Interim Financial Statements.
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 period. The quoted market price used for financial assets held by the group 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.
16. Share Capital & Share Premium
| Ordinary Shares |
Share Capital |
Share Premium |
Total | |
| # | £ | £ | £ | |
| At 31 October 2021 | 16,840,000 | 168,400 | 820,100 | 988,500 |
| Transactions with owners | - | - | (10,095) | (10,095) |
| At 30 April 2022 and at 31 October 2022 | 16,840,000 | 168,400 | 810,005 | 978,405 |
17. Share Based Payment Reserves
|
Total
£ |
|
| Advisor warrants Issued 1 | 8,520 |
| Broker warrants issued 2 | 10,095 |
| At 31 October 2021, 30 April 2022 and 31 October 2022 | 18,615 |
1 On 1 May 2021, the board of directors entered into an agreement to issue 200,000 Advisor Warrants to Cairn subject to and conditional on Admission. The Advisor Warrants are exercisable at the price of £0.1 per Ordinary Share and are exercisable either in whole or part for a period of five years from the date of admission.
2 On 8 June 2021, the board of directors entered into an agreement to issue 300,000 Broker Warrants to Pello subject to and conditional on Admission. The Broker Warrants are exercisable at the price of £0.1 per Ordinary Share and are exercisable either in whole or part for a period of three years from the date of admission.
3 On 16 June 2021, 7.6 million founder warrants were issued linked to existing shares. Each warrant entitles the holder to subscribe for one share at a price of £0.05 for a period of three years from grant.
The estimated fair values of options which fall under IFRS 2, and the inputs used in the Black-Scholes model to calculate those fair values are as follows:
| Date of grant | Number of warrants | Share Price | Exercise Price | Expected volatility | Expected life | Risk free rate | Expected dividends |
| 8 July 2021 | 200,000 | £0.10 | £0.10 | 50.00% | 5 | 15.00% | 0.00% |
| 8 July 2021 | 300,000 | £0.10 | £0.10 | 50.00% | 3 | 15.00% | 0.00% |
Warrants
| Number of Warrants | Exercise Price | Expiry date | |
| Issued on 1 May 2021 | 200,000 | £0.10 | 8 July 2026 |
| Issued on 8 June 2021 | 300,000 | £0.10 | 8 July 2024 |
| Issued on 16 June 2021 | 7,600,000 | £0.05 | 16 June 2024 |
| At 31 October 2021 | 8,100,000 | £0.05 |
The weighted average exercise price of the warrants exercisable at 31 October 2022 is £0.05.
The weighted average time to expiry of the warrants as at 31 October 2022 is 1.64 years.
The 7,600,000 warrants issued on 16 June 2021 were issued alongside the placing of ordinary shares and as such are not fair valued separately, as they fall outside the scope of IFRS 2.
No warrants were exercised or expired in the period.
18. Related Party Transactions
Orana Corporate LLP has a service agreement with the Company for the provision of accounting and company secretarial services. During the period, Orana Corporate LLP received £6,000 from the Company in respect of these services. Orana also received an additional sum of £9,000 in connection with corporate finance work to be carried out on the proposed acquisition.
On 6 July 2021 the Company entered into a consultancy agreement with NR Global Consulting Limited (NR Global) pursuant to which NR Global agreed to provide certain services to the Company for an initial period of 12 months unless terminated earlier. Following the initial period, the agreement can be terminated by either party giving to the other not less than one month’s prior written notice. Director Neil Ritson has an interest in NR Global which has received no payment for its services during the period from the Company. NR Global through its principal consultant, Mr Neil Ritson, and various international associates provided detailed technical input to the evaluation of a significant number of helium prospects available to the Company for potential investment. NR Global also supplied analytical input on the helium market.
Other than these there were no other related party transactions.
19. Ultimate Controlling Party
As at 31 October 2022, there was no ultimate controlling party of the Company.
20. Post Balance Sheet Events
There has been no significant change in either the financial performance or the financial position of the Company since 30 April 2022.
21. Nature of the Interim Financial Statements
The Company Financial Information presented above does not constitute statutory accounts for the period under review.
22. Approval of the Condensed Interim Financial Statements
The Condensed Interim Financial Statements were approved by the Board of Directors on 25 January 2023.
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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