Update on Acquisition & Suspension Subscription Agreement with Vestigo Technologies Ltd
Helium Ventures plc
("Helium Ventures" or the "Company")
Update on Acquisition & Suspension
Subscription Agreement with Vestigo Technologies Ltd
Helium Ventures (AQSE: HEV), a London based investment company initially focused on opportunities within the helium sector, announces that, further to the announcement on 7 October 2022, the proposed acquisition of Vestigo Technologies Ltd ("Trackimo") has been terminated and the Company has instead entered into an agreement to subscribe for £250,000 new ordinary shares in Trackimo ("Subscription Agreement").
On 7 October 2022 Helium Ventures announced that it had entered into a term sheet outlining its intention to acquire the entire issued share capital of Trackimo and seek admission to trading on the London Stock Exchange. Following assessment of the current markets in collaboration with the Company, Trackimo will now be pursuing an IPO on the AIM Market ("Trackimo IPO"). The Company will receive a total value of £1.55 million in Trackimo shares ("Fee Shares") at the Trackimo IPO subscription price ("IPO Price"), or price to be determined by an independent valuation of Trackimo, if the Trackimo IPO does not proceed ("Alternative Subscription Price").
The £1.55 million accounts for professional costs, management time and Trackimo's release from exclusivity undertakings for the AIM IPO transaction. The valuation mechanism states that if the AIM IPO does not complete, the Trackimo shares issued to Helium Ventures will be at the Alternative Subscription Price.
Subscription Agreement
In addition to the above, the Company has agreed to pay upfront £250,000 for a proposed subscription of £250,000 of new ordinary shares in Trackimo ("Subscription Shares") to fulfil certain banking covenants and support Trackimo's working capital leading up to the potential AIM IPO.
Furthermore, for the Company's continued support and assistance throughout the transaction, Trackimo will issue the Company an additional £100,000 new ordinary shares on completion of the Trackimo IPO ("Support Shares").
The Company has also agreed with Trackimo that any remaining proceeds received from the potential exercise of warrants in the Company, once the Company's general working capital and operating costs have been deducted, will be invested into Trackimo, with the Company receiving shares (calculated on an agreed formula) ("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 the Alternative Subscription Price.
Update on Suspension
The Company is working with its advisers with regards to lifting the suspension of trading in the Company's shares on AQSE. A further announcement will be made in due course.
Charlie Wood, Director of the Company commented: "We are pleased to announce our investment into Trackimo, a dynamic technology-driven company. While we acknowledge that unforeseen circumstances have led to certain delays in our collaboration, we are eagerly anticipating the opportunity to become a dedicated and supportive shareholder within the vibrant landscape of this high-growth tech venture."
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 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
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.
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