Notice of GM & Clarification
Helium Ventures plc
(“Helium Ventures” or the “Company”)
Notice of GM & Clarification
Helium Ventures plc announces that further to the announcement on 29 May 2025, the Company has sent a notice of general Meeting (“GM”) to shareholders. The GM will be held at Eccleston Yards, 25 Eccleston Place, London, United Kingdom, SW1W 9NF on 18 June 2025 at 11:00 a.m.
The notice of GM will be made available on the Company's website (www.heliumvs.com), with hard copies being sent to shareholders as applicable in accordance with communications preferences.
The letter from the Non-Executive Chairman in the GM circular can be found below in Appendix I.
Clarification
The Company wishes to clarify that in line with the Financial Conduct Authority’s rules under COBS 22.6, the Company will not engage in the marketing, distribution, or sale of cryptoasset derivatives or exchange traded notes to retail investors.
The Company’s Bitcoin Treasury strategy, including any activities undertaken by NewQube Capital Ltd or its affiliates, will remain fully compliant with all applicable UK regulatory requirements.
The Directors take responsibility for the release of this announcement.
Enquiries
Helium Ventures plc
Charlie Wood
+44 (0)20 3475 6834
Cairn Financial Advisers LLP (AQSE Corporate Adviser)
Liam Murray / Ludovico Lazzaretti
+44 (0)20 7213 0880
Forward-looking statements
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.
Appendix I
| Directors:
Neil Ritson- Non-executive Chairman Charlie Wood- Non-executive Director Fungai Ndoro- Non-executive Director
| Registered Office:
Eccleston Yards 25 Eccleston Place London United Kingdom SW1W 9NF |
2 June 2025
Conditional Placing
MOU to Establish Bitcoin Treasury with NewQube Holdings Ltd
Creditor Settlement
Change of Name
Dear Shareholder,
On 29 May 2025, the Company announced several strategic initiatives to recapitalise the Company and shift its strategic focus, including:
- Entering into a Memorandum of Understanding with NewQube Holdings Ltd (“NewQube”) to establish a Bitcoin treasury function with strategic objectives to:
- accumulate material Bitcoin (“BTC”) holdings;
- hold BTC as a long-term treasury reserve asset;
- finance future acquisitions of BTC via equity*;
- realise potential gains through selective divestments and reinvestments.
- A proposed change of the Company’s name to VaultZ Capital plc.
- A fundraise of £1.2 million:
The Company raised approximately £1.2 million in cash, comprising £478,050 through the subscription of 23,902,500 new ordinary shares of 1 pence each (“Ordinary Shares”) at a price of £0.02 per share (“Subscription Price”) (“Subscription”) and £721,950 through a conditional subscription for 36,097,500 shares at the Subscription Price (“Conditional Subscription”), subject to shareholder approval.
- A proposal to issue shares for advisory services and the settlement of creditors.
*Further to the announcement of 2 June 2025 clarifying NewQube’s strategic objectives, future acquisitions will only be financed via equity.
The purpose of this document is to provide you with information regarding the resolutions to be proposed at the general meeting and to explain why the Board considers the Resolutions to be in the best interests of the Company and its Shareholders as a whole and why it unanimously recommends that you should vote in favour of the Resolutions to be proposed at the General Meeting, notice of which is set out at the end of this document.
Below is a summary of the resolutions to be considered at the General Meeting, as well as a summary of the background to, each resolution.
Resolution 1 – That the Company establish a Bitcoin Treasury with NewQube Holdings Ltd as investment manager.
Memorandum of Understanding (“MOU”) with NewQube Holdings Ltd (“NewQube”)
The Company has signed a MOU with NewQube), a Cayman Islands based specialist in providing institutional-grade Bitcoin and crypto-asset strategies, to establish a Bitcoin treasury function. This investment will be managed via a new special purpose vehicle, NQ InvestCo 2 (solely owned by Helium Ventures), to be renamed VaultZ Treasury, with NewQube appointed as Investment Manager.
About NewQube (https://newqube.com/):
NewQube specialises in institutional-grade Bitcoin and crypto-asset strategies. The firm combines discretionary and systematic trading methodologies with robust risk management frameworks tailored for volatile and asymmetric asset classes. NewQube has deep expertise in navigating regulated exchanges and OTC venues, and partners with Tier 1 custodians offering insured, multi-signature cold storage solutions. The team includes professionals with backgrounds in quantitative trading, digital asset security, and hedge fund governance, ensuring compliance with global best practices in digital asset custody, trade execution, and capital preservation.
Charlie Wood, Non-executive Director of the Company, holds approximately 1% of the issued share capital of NewQube as at the date of this document.
Under the terms of the MOU (binding, subject to contract):
- NewQube will receive 2,500,000 Ordinary Shares in Helium Ventures plc, conditional upon shareholder approval of the Bitcoin treasury function.
- A 0.5% annual management fee (based on assets under management) will commence 12 months after the initial Bitcoin acquisition.
Risk Warning
Bitcoin is a highly volatile digital asset. Investors should be aware that holding or trading cryptocurrencies involves substantial risk, including potential loss of capital. Shareholders are strongly advised to consult an independent financial adviser before making any investment decisions related to cryptoassets.
Key risks include:
- Extreme price volatility and risk of total capital loss;
- Lack of regulatory protection – cryptocurrencies are currently unregulated in the UK;
- Cybersecurity threats, including theft, hacking, and ransom attacks;
- Operational failures at exchanges or custodians, including fund co-mingling; and
- Limited legal or regulatory recourse in the event of asset loss or failure.
The Company has raised £721,950, through the Conditional Subscription and has agreed to settle historic liabilities of approximately £214,963 through the Creditor Settlement.
As detailed in the MOU with NewQube, the Company intends to sign a binding contract with NewQube and as part of that agreement the Company will issue 2,500,000 Ordinary Shares to NewQube as part of the fee for their services.
Resolutions 2 and 3 are being proposed to enable the directors to complete the Conditional Subscription, to carry out the share issuances and to give the Directors the flexibility to allot additional shares for cash, to take advantage of business opportunities, without having to offer them to existing shareholders.
Resolution 2 - Authority to allot shares
The Company is seeking the authority to allot shares to facilitate the Conditional Subscription; to settle historic creditors; to compensate third-party consultants; in connection with the Company’s agreement with NewQube; and flexibility to issue additional shares or grant options over or otherwise dispose of shares in the capital of the Company and other relevant securities of the Company. The Companies Act 2006 provides that Directors shall only allot shares with the authority of shareholders in general meeting.
This authority will expire at the end of the next general meeting of the Company or 15 months after the resolution is passed, whichever is earlier.
Resolution 3 - Disapplication of Pre-emption Rights
Under the Articles, where new Ordinary Shares are proposed to be issued for cash, they must first be offered to existing shareholders in proportion to their existing holdings. However, there are occasions when the directors may need the flexibility to issue Ordinary Shares without a fully pre-emptive offer in order to take advantage of business opportunities as they arise.
Therefore Resolution 3 seeks authority for the directors to allot shares to: facilitate the Conditional Subscription; to settle historic creditors; to compensation third-party consultants; in connection with the Company’s agreement with NewQube; and to allow flexibility to issue additional shares for cash as if the pre-emption rights set out in the Articles did not apply to such allotment.
This authority will expire at the end of the next general meeting of the Company or 15 months after the resolution is passed, whichever is earlier.
Resolution 4 – Change of name
To reflect the Company’s strategic initiative, the Directors propose that the name of the Company be changed to VaultZ Capital plc.
If this resolution is passed, the Company will change its name to VaultZ Capital plc and release an RIS to confirm when this becomes effective. No new share certificates will be issued to reflect the change in the Company’s name and existing share certificates will continue to be valid.
General Meeting
Please find enclosed the Notice of General Meeting (“Notice of GM”) to be held at 11.00am on 18 June 2025 at Eccleston Yards, 25 Eccleston Place, London, United Kingdom, SW1W 9NF. The Notice of GM details a number of resolutions proposed by the Company’s Board, a proxy form or form of instruction for you to complete and explanatory notes which contain information on the resolutions to be proposed at the GM.
Resolutions 1 and 2 in the Notice of GM will be proposed as Ordinary Resolutions and Resolutions 3 and 4 will be proposed as Special Resolutions.
Shareholders are encouraged to submit a proxy vote in advance of the General Meeting. You are strongly encouraged to use your right to appoint the Chair of the GM as your proxy to attend the meeting and vote on your behalf. Please vote online at to www.shareregistrars.uk.com, clicking on the “Proxy Vote” button and then following the on-screen instructions, or by filling in the Form of Proxy or the Form of Instruction sent with this Notice and returning it by post to the Company’s Registrars as soon as possible at Share Registrars Limited, 3 The Millennium Centre, Crosby Way, Farnham, Surrey GU9 7XX. The Registrars must receive your Form of Proxy by 11.00am. on 16 June 2025. For instructions on proxy voting, please see the notes to the Notice of GM for information.
Recommendation
The Board believes that the resolutions contained in the Notice of General Meeting are in the best interests of the Company and its shareholders as a whole. Accordingly, the Board recommends that you vote in favour of each of the resolutions to be proposed at the General Meeting, as the Directors intend to do in respect of their own shareholdings in the Company.
The Board looks forward to reporting to you on the business of the Company at the General Meeting.
Yours faithfully,
Neil Ritson
Non-executive Chairman
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