Helium Ventures Plc - Half-year Report

Helium Ventures Plc

(“Helium Ventures” or the “Company”)

Half-Year Report for the Six Months Ended 31 October 2021

Helium Ventures (Aquis Exchange: HEV), a London based investment company focused on opportunities within the helium sector, is pleased to present its unaudited half-year results for the six-month period ended 31 October 2021.

Highlights

•     Successfully admitted to trading on the Aquis Stock Exchange Growth Market on 8 July 2021 with a strategy to invest in the upstream natural gas sector, with a focus on helium

•     Completed first investment in October 2021 of AUD $400,000 into Blue Star Helium Limited, with operations and exploration projects in North America, with a strategy to find and develop new supplies of low-cost, high-grade helium

•     Cash at period end of £0.7 million

Chairman’s Statement

I am pleased to present the Company’s first interim financial statements for the period from incorporation on 23 April 2021 to 31 October 2021.

During the period, the Company successfully completed a fundraise of £924,000 in support of its strategy to invest in opportunities within the helium sector, and the listing of its ordinary shares on the Aquis Stock Exchange Growth Market (AQSE). The net loss of £270,349 reflects the costs largely incurred by the Company in respect of the listing process.

On 29 October 2021, the Company announced its first investment of AUD $400,0000 into Blue Star Helium Limited, an independent helium exploration and production company, headquartered in Australia, with operations and exploration projects in North America. Its strategy is to find and develop new supplies of low-cost, high-grade helium in North America. Our investment in Blue Star Helium has gained the Company exposure to an immediate and exciting drill programme, early results of which are highly encouraging.

Following the end of the reported period, the Company completed its dual listing on the OTCQB Market, the mid-tier OTC Equity Market in the US. It is hoped that the additional listing will in turn result in enhanced awareness of the Company’s activities in the US and increased liquidity in the Company’s shares.

The Board has been reviewing a number of projects since admission to AQSE and is looking forward to making further investments into a sector which is suffering a significant and widening supply deficit and in which there is a critical need for new and reliable sources of low carbon helium production.

Neil Ritson
Chairman

The financial statements contained in this announcement have been reviewed by the Company’s auditor.

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

Vigo Consulting (financial communications)
Ben Simons                                                                                     +44 (0) 20 7390 0230

Cairn Financial Advisers LLP (AQSE Corporate Adviser)          
Liam Murray                                                                                    +44 (0) 20 72130 880
Ludovico Lazzaretti           

HELIUM VENTURES PLC – CONDENSED INTERIM FINANCIAL STATEMENTS

STATEMENT OF COMPREHENSIVE INCOME

FOR THE PERIOD FROM INCORPORATION TO 31 OCTOBER 2021

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 2021

HELIUM VENTURES PLC – CONDENSED INTERIM FINANCIAL STATEMENTS

STATEMENT OF CASHFLOW                                        

FOR THE PERIOD FROM INCORPORATION TO 31 OCTOBER 2021

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 PERIOD FROM INCORPORATION TO 31 OCTOBER 2021

HELIUM VENTURES PLC – CONDENSED INTERIM FINANCIAL STATEMENTS

NOTES TO THE INTERIM FINANCIAL INFORMATION

FOR THE PERIOD FROM INCORPORATION TO 31 OCTOBER 2021

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.

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 incorporation to 31 October 2021 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.

No comparative figures have been presented as the Interim Financial Information covers the full period from incorporation on 23 April 2021.

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 period ended 21 May 2021, as included in the Admission Document dated 7 July 2021, 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.

Standards and interpretations issued and not yet effective:

Standards, amendments and interpretations that are not yet effective and have not been early adopted are as follows:

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: 

6             Income Tax

Income tax can be reconciled to the loss in the statement of comprehensive income as follows:

The corporation tax rate for the year beginning 1 April 2022 to remain at 19% and from 1 April 2023 to increase to 25%. The impact of this rate change has been considered in this interim financial statements.

7             Earnings per Ordinary Share

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

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.

8             Cash and Cash Equivalents

9             Trade and Other Receivables

11           Share Capital & Share Premium

¹ On incorporation on 23 April 2021 the Company issued 5,000,000 ordinary shares of £0.01 at their nominal value of £0.01.

² On 15 June 2021, the Company issued 2,600,000 ordinary shares at their nominal value of £0.01.

³ On admission to the Aquis Stock Exchange Growth Market on 8 July 2021, 9,240,000 shares were issued at a placing price of £0.10.

12           Share Based Payment Reserves

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:

 Warrants

The weighted average exercise price of the warrants exercisable at 31 October 2021 is £0.05.

The weighted average time to expiry of the warrants as at 31 October 2021 is 3.05 years.

The 7,200,000 warrants issued on 16 June 2021 were issued alongside the placing of ordinary shares and as such are not fair valued separately.

13           Related Party Transactions

On incorporation, the Company issued 5,000,000 Ordinary Shares of £0.01 at £0.01 per Ordinary Share to Orana Corporate LLP, an entity of which former director Charles Wood is a Partner. Subsequently these shares were subscribed for by the founding shareholders and 5,000,000 transferred to these founding shareholders, including 100,000 shares to Ryan Neates and 1,600,000 shares to Charles Wood. Ryan Neates and Charles Wood were both Directors of the Company during the period to 21 May 2021 and resigned as directors of the Company on l 2021. All of these shares held by Charles Wood and Ryan Neates were paid up during the period.

A further 2,600,000 Ordinary Shares of £0.01 at £0.01 per Ordinary Share were issued on 15^th June 2021. 750,000 shares for a cash consideration of £7,500 were issued to Neil Ritson and 500,000 shares for a cash consideration of £5,000 were issued to Jonathan Owen; both are Directors of the Company.

On listing on AQSE, the Company issued a further 9,240,000 Ordinary shares of £0.01 at £0.10 per Ordinary Share. 300,000 shares for a cash consideration of £30,000 were issued to Neil Ritson.

All of these shares are paid up.

On 16^th June 2021, the Company issued 7,600,000 Founder Warrants entitling the holder to subscribe for one share at a price of £0.05 for a period of three years from grant. Those who acted as Directors of the Company during the period were issued with the following: 1,600,000 Founder Warrants were issued to Charles Wood, 100,000 Founder Warrants were issued to Ryan Neates, 750,000 Founder Warrants were issued to Neil Ritson, and 500,000 Founder Warrants were issued to Jonathan Owen.

Orana Corporate LLP has a service agreement with the Company for the provision of accounting and company secretarial services. In the period Orana Corporate LLP received £35,080 for these services from the Company.

Director Neil Ritson has an interest in Energy Consulting which has received £9,066 for its services during the period from the Company.

14           Ultimate Controlling Party

As at 31 October 2021, there was no ultimate controlling party of the Company.

15           Post Balance Sheet Events

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.

On 4^th January 2022 the Company began dual trading on the OTQCB Market in the US. The Company believes that the dual trading of its shares on the UK Aquis Stock Exchange and the US OTCQB market will provide enhanced investor benefits, including easier access to trading for investors based in the US and increased liquidity provided by a broader pool of potential investors.

Other than above, there has been no significant change in either the financial performance or the financial position of the Company since 31 October 2021.

16           Nature of the Interim Financial Statements

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

17           Approval of the Condensed Interim Financial Statements

The Condensed Interim Financial Statements were approved by the Board of Directors on 28 January 2022.

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.