Voyager Life PLC - Posting of Circular and Notice of General Meeting

2 July 2024

Voyager Life plc

("Voyager" or the "Company") 

Posting of Circular and Notice of General Meeting

Voyager announces, that further to the announcement of 27 June 2024, the Circular together with a Notice of General Meeting to be held at Arran House, Arran Road, Perth, Perthshire PH1 3DZ at 11.00 a.m. on 18 July 2024, has been posted to Shareholders and is available to view on the Company's website at https://voyagerlife.uk/our-investors/.

Expected timetable of principal events

Notes:

(1)   All of the above timings refer to London time unless otherwise stated.

(2)   The dates and timing of the events in the above timetable and in the Document are indicative only and may be subject to change.

(3)   If any of the above times or dates should change, the revised times and/or dates will be notified by an announcement through an RIS.

Admission and Fundraising statistics

¹Assuming authority is granted at the General Meeting to issue the Second Tranche Shares and Warrants

1.            Introduction

On 27 June 2024, Voyager announced that it had entered into an option agreement to acquire the entire issued share capital of M3 Helium Corp., a producer of helium based in Kansas, USA.  The Option gives Voyager the right to acquire M3 Helium through the issue of 57,611,552 New Ordinary Shares to M3 Helium's shareholders, representing 57 per cent. of the issued share capital of Voyager as enlarged by the New Ordinary Shares following the Option and the Fundraise.

The exercise of the Option will constitute a reverse takeover pursuant to AQSE Rule 3.6 of the Access Rule Book and is subject to, inter alia, publication of the Admission Document in due course.

Highlights of the Acquisition

·      M3 Helium is already producing helium and natural gas from its first well and has economic interests in four other wells believed to be economic to operate

·      Through an arrangement with a local partner, M3 Helium has access to existing infrastructure to transport and process helium in large quantities (specifically a pipeline to a processing plant)

·      The Directors believe that M3 Helium has the ability, subject to funding and availability of new leases, to scale up its projects to new drilling sites based on expected resource capacity from an independent resource report

·      M3 Helium owns an existing modular hybrid plant to process and enrich helium - utilised in Fort Dodge where there is no immediate access to infrastructure

The Company has conditionally raised £864,468 through the Fundraise of 28,815,606 New Ordinary Shares at an issue price of 3 pence per New Ordinary Share. For every two New Ordinary Shares issued pursuant to the Fundraise, investors will receive one Investor Warrant allowing the holder to subscribe for an additional new Ordinary Share in the Company at an exercise price of 6 pence per Ordinary Share, exercisable within two years up until the second anniversary of the date of Second Admission.

In connection with the Fundraise, the Company will issue, on completion of the Fundraise, 900,000 Broker Warrants. The Broker Warrants shall be exercisable at the Issue Price. The Broker Warrants are exercisable at any time until the second year anniversary of Second Admission. The Broker Warrants will not be tradeable, nor transferable or CREST-enabled. If the Resolutions are not passed, the Company will not be able to issue the Broker Warrants until such time as it has authority to do so.

The proceeds of the Fundraise will be utilised to:

·      fund the development of M3 Helium's operations;

·      M3 Helium expects to drill the first of several further wells at Hugoton North Play;

·      costs for the preparation of an Admission Document in connection with the proposed re-admission to trading on AQSE Growth Market; and

·      general working capital purposes for the Company.

The Fundraise will be undertaken in two tranches. The first tranche of 6,576,456 New Ordinary Shares ("First Tranche Shares") will utilise existing share authorities and will be issued pursuant to the Fundraise with admission of the First Tranche Shares to trading on Aquis Stock Exchange AQSE Growth Market expected to occur on or around 4 July 2024 ("First Admission"). The second tranche of 22,239,150 New Ordinary Shares ("Second Tranche Shares"), including the Warrants, will be issued and admitted to trading on Aquis Stock Exchange AQSE Growth Market ("Second Admission") subject to approval by Voyager's shareholders at the General Meeting.

Following completion of the Acquisition, the Directors expect to realise some cost synergies in areas such as finance, administration and marketing, but the primary benefit of the Acquisition is anticipated by the Directors to be through the development of M3 Helium's assets in Kansas and, specifically, increasing production and therefore revenue.

The consideration for the Acquisition is approximately £1.7 million, at the Issue Price, comprising 57,611,552 new Ordinary Shares. Coupled with the Fundraise, the Directors consider that the overall terms of this transaction compare favourably to the valuation of other helium assets, both on UK stock exchanges and elsewhere.

The Directors intend to dispose of Voyager's existing plant-based health and wellness operations following the reverse takeover.

There is no certainty that the Option will be exercised, nor that the enlarged group will successfully complete its re-admission to trading on the AQSE Growth Market.

The purpose of the Document is to set out the background to, and the reasons for, the Acquisition and the Fundraise and to provide details of the proposed Resolutions in relation to the Fundraise. The Document explains why the Directors consider the Acquisition and Fundraise to be in the best interests of the Company and its Shareholders as a whole. It also recommends that all Shareholders vote in favour of the Resolutions to be proposed in the General Meeting, as the Directors intend to do so themselves in respect of their own beneficial holdings of Ordinary Shares.

2.            Overview of the Acquisition

M3 Helium operates in Kansas, USA from two locations:

Hugoton Field: North Play

The Hugoton gas field, located primarily in southwestern Kansas, western Oklahoma, and the Texas panhandle, is one of the largest natural gas fields in North America, deriving its name from the town of Hugoton, Kansas. Discovered in 1927, this field which covers around 31,080 square kilometres has significantly contributed to the natural gas supply in the United States. Over its long history, more than 12,000 wells have been drilled in the Hugoton field.

The field's cumulative production is substantial, with over 30 trillion cubic feet of natural gas produced since being discovered. Additionally, it has yielded substantial quantities of natural gas liquids and helium.

M3 Helium's North Play potentially extends to 250 sections with recoverable gas, with each section being approximately 640 acres (one square mile).  Production to date has indicated a helium content of 1.25 per cent., a concentration that compares very favourably to other parts of the Hugoton gas field.  Analogous wells drilled by other operators within the North Play have averaged over 0.44 bcfg per well, meaning that, with four wells per section, M3 Helium estimates a potential of up to 440+ bcfg of recoverable gas across the entire area.  At a constant 1.25 per cent. helium content, M3 Helium estimates potential recoverable helium of over 5.5 bcf across the entire area.

The north region of the field has been historically largely undeveloped because of the combination of high nitrogen content, which makes natural gas economically challenging, coupled with infrastructure costs.  These economic impediments changed on 1 April 2024 when Scout Energy acquired the only existing pipeline thereby providing M3 Helium with a direct path to commercial sale, utilising Scout Energy's Jayhawk helium plant in Kansas. It is this access to nearby infrastructure that makes the North Play particularly significant.  Helium sale prices to date at the Jayhawk helium plant have been US$550 per MCF, less a 20 per cent. processing fee and M3 Helium is currently discussing revised arrangements on quantum and pricing going forward.  However, reflecting some recent price weakness in the global helium market, M3 Helium is assuming lower pricing going forward as modelled in its well analysis described below.

An independent resource report prepared by WSP for the benefit of M3 Helium on 25 January 2024 provided the following probabilistic contingent resource estimates*:

*The resource report has not been prepared to the standards of a competent person's report in line with the requirements for UK listed companies and, furthermore, it is addressed solely to M3 Helium. Other parties are unable to rely on the resource report.

Vertical wells in the North Play are forecast by M3 Helium to cost approximately US$300,000 to complete with a 29-month projected payback based on the following assumptions:

*M3 Helium models a flat helium price in determining financial returns from its wells although most market commentators predict a rising price over the 30 year well life.

M3 Helium estimates that the average life of vertical wells in the Hugoton North Play is circa 30 years. Whilst, to date, it has solely drilled vertical wells, management's longer-term strategy is to drill horizontal wells at this location. Upfront costs would be higher at circa US$2 million for a horizontal well of 10,000 feet (approximately 2 miles) in length with staged fracks every 220 feet. M3 Helium predicts an increased production rate from horizontal wells because of the greater wellbore length exposed to the pay zone and the Company expects to explore this option later in the year. 

Fort Dodge

Fort Dodge Prospect is in Ford County, Kansas. M3 Helium owns the lease and existing well in the area (Rost 1-26). Helium concentrations at Fort Dodge have been higher to date at 4.6 per cent. but, unlike the North Play, there is no access to infrastructure meaning that M3 Helium will utilise its modular hybrid plant to process and enrich produced helium.  Purified helium is expected to be collected on site by its customer with terms being negotiated.

The Fort Dodge lease allows for two additional similar wells to be drilled in addition to Rost 1-26.

Vertical wells in Fort Dodge are more expensive, being estimated by M3 Helium at US$800,000 due to depth and there is also the need for on-site processing and an injection well (for the disposal of saltwater). However, Fort Dodge wells have a 6 month projected payback based on the following assumptions:

Restructuring of M3 Helium

Prior to entering into the Option, M3 Helium underwent a restructuring whereby title to certain of its assets was transferred into the company in return for issuing shares to the asset owners.  The purpose of the restructuring was to ensure that all assets were held by a single legal entity and so that Voyager was able to enter into the Option with M3 Helium. The Option will expire if it has not been exercised by Voyager by 30 September 2024.

The Acquisition will be classified as a reverse takeover under Rule 3.6 of the AQSE Growth Market Access Rule Book and, consequently, exercising the Option will be subject to the publication of the Admission Document and re-admission to trading on the AQSE Growth Market.

Financial information on M3 Helium

M3 Helium was incorporated on 16 June 2023 and prepared its first unaudited accounts to the period ended 31 December 2023.  In that period, it recorded total operating expenses of US$24,724 and did not generate any income.  Cash outflows in that period, including both its investment activities and operating expenses, comprised US$1.14 million before financing activities of US$1.6 million.  The total assets, including cash resources of US$454,385, comprised US$1.57 million.  There were no liabilities at the period end.

M3 Helium has also provided Voyager with up to date unaudited financial information prepared on an interim basis to 31 May 2024.  This reflects the ongoing development of its Kansas wells and total assets at that date are shown as US$3.59 million with US$320,250 of outstanding liabilities.  Cash outflows in the period 1 January - 31 May 2024, reflecting these development activities, comprised US$2.19 million before financing activities of US$1.7 million.

M3 Helium presents its accounts in US GAAP but, following completion of the Acquisition and once it is a subsidiary of the Company, it will report in IFRS.  There are certain differences in the two standards for companies in the natural resources industry including:

·      Expense recognition: Under IFRS, expense recognition is generally principles-based. Expenses are recognised when it is probable that a decrease in future economic benefits related to a decrease in an asset or an increase in a liability has occurred and can be measured reliably.  Under US GAAP, expense recognition is more rules-based and follows a matching principle, meaning expenses should be matched with the revenues they help to generate.

·      Leases: Under IFRS all leases are recognised on the balance sheet (with some exceptions for short-term and low-value leases), with a right-of-use asset and corresponding lease liability. US GAAP applies more distinctions between finance leases and operating leases, affecting the pattern of expense recognition in the income statement.

·      Exploration and evaluation (E&E) costs: Companies have the flexibility to either expense or capitalise E&E costs. If capitalised, they are classified as intangible or tangible assets and assessed for impairment when facts and circumstances suggest that the carrying amount may exceed recoverable amount.  Under US GAAP, E&E costs are generally expensed as incurred but allows capitalisation of costs associated with successful exploration efforts, while unsuccessful efforts are expensed.

·      Capitalisation Criteria: IFRS also provides a broader criteria for the capitalisation of development costs; specifically costs can be capitalised if it is probable that they will generate future economic benefits and the costs can be measured reliably.

·      Impairment Reversal: Impairment testing is required when there are indicators of impairment. Assets are impaired if their carrying amount exceeds the recoverable amount. IFRS allows for the reversal of impairment losses (excluding goodwill) if conditions change whereas US GAAP does not.  Under US GAAP, it is necessary to assess if the carrying amount is recoverable based on undiscounted cash flows. If not recoverable, the impairment loss is measured as the excess of carrying amount over fair value.

·      Joint Arrangements: Under IFRS, joint arrangements are classified as either joint operations or joint ventures. Joint operations involve rights to assets and obligations for liabilities, with proportional consolidation. Joint ventures involve rights to net assets and are accounted for using the equity method.  US GAAP also accounts for joint ventures using the equity method but proportional consolidation is generally not permitted.

The Directors expect there to be adjustments to M3 Helium's historic financial track record when it is consolidated with Voyager but they do not consider these changes to be significant to investors' understanding of the Acquisition or the prospects of the Company overall.

3.            Helium

Helium Production

Helium is a non-toxic, colourless, odourless, tasteless, inert, monoatomic gas.  It is the first noble gas in the periodic table of elements and its boiling point is the lowest among all of the elements.  These properties make helium absolutely unique - there is no substitute, and no natural or manufactured replacement for it.

Whilst there is a large amount of helium in the atmosphere, it is prohibitively expensive to extract it from this source because its concentration is so low and, to do so, requires specialist equipment. It is estimated that distilling helium from the atmosphere would cost over US$1,500 per Mcf of helium so all commercial helium supply generally comes from underground reservoirs in which helium produced by the radioactive decay of uranium and thorium is concentrated and trapped over hundreds of millions of years.

Helium Separation and Purification

Because even 0.35 per cent. helium in a bulk-gas is considered a high-concentration, the first step is to separate the helium from the other components of the bulk gas stream. This can be accomplished through three principal technologies, which are often combined depending on the composition of the gas stream:

Membrane Separation

The helium content of a gas can be upgraded or purified by using high-pressure membranes which either concentrate or purify helium through selective diffusion of relatively smaller gas molecules through microscopic pores in the medium. This technology is relatively new for helium separation applications and may not be suitable for longer-lifetime projects.

PSA or TSA

Pressure-Swing Adsorption (PSA) or Temperature-Swing Adsorption (TSA). These technologies use temperature or pressure to cause selective adsorption of different sized gas molecules into a medium with a large surface area consisting of uniformly sized pore spaces. These technologies are time-tested, reliable, and can be deployed at small scale. The downside is that this process is less efficient than cryogenic separation, in terms of both energy use and product losses during the process.

Cryogenic Separation

Similar to the air separation units (ASUs) that are deployed worldwide in the industrial gas business, this technology uses low temperatures to cause different gases to condense off as a liquid in a fractionation tower. This process is ideally suited to helium, which has the lowest condensation point of any gas, but requires large scale for efficiency and has a higher initial capital cost.

Helium Liquefication

In order to economically ship helium around the globe, like LNG, purified helium gas is liquefied prior to shipping so that it will fill a smaller volume. Liquid helium product also addresses a wider market, including those end-users who require the low temperatures of liquid helium. In the larger global helium plants, the gas is liquefied and stored in specialised 40-foot long ISO intermodal shipping containers. Due to the high-value of helium, it can also be economically shipped regionally as a gas in high-pressure tube trailers, although shipping costs for helium gas are higher than for liquid helium.

Uses of Helium

Helium's unique properties make it essential for vital technologies that affect our lives every day.

Advanced Medical Imaging Equipment

Helium is used in advanced medical imaging equipment like MRIs, providing the super cooling needed for the creation of powerful magnetic fields by these devices.

Advanced Scientific Research

Helium is used in a variety of advanced scientific research applications where super cooling and powerful magnetic fields are required.  Applications such as mag-lev trains, superconducting electrical transmission lines and quantum computing are all examples.

Space Exploration & Defence Applications

Helium is used in space exploration and defence applications. Helium has unique properties such that it is the only gas that can be used to pressurise the liquid fuels that power the rockets driving space exploration, as well as the blimps and airships that have other applications within the atmosphere.

Manufacturing

Helium is required for the manufacture of semiconductors, fibre optics, liquid crystal displays and many other applications. By way of an everyday example, helium was required to make the equipment and components necessary to make computers and Internet connection systems work.

Global uses of helium

Source: Transparency Market Research, 2023

Demand for Helium

New potential sources of demand for helium are appearing all the time.  From new, low-cost reusable rockets for space launches, to the advancement of nuclear fusion research, to testing autonomous floating internet infrastructure, to new therapies targeting cancer cells with ion beams, helium's unique properties make it increasingly vital to our present and our future.

Global Helium Market

Helium is a vital element for a number of major technologies that affect our lives every day, but the ability of existing and planned sources of helium supply to meet future demand is highly uncertain.

A number of factors have come together to create a precarious situation, starting with the 1996 decision by the US government to sell off nearly its entire stockpile of helium, stored in a depleted natural gas field in Amarillo, Texas.  This created an increase in supply and prices of helium have arguably been artificially depressed prices for much of the last decade.  Until a few years ago, this facility was the only place in the world to store helium, so all of the helium that has been sold out of this reserve has already been consumed.

In addition to the depletion of the US government helium reserve, falling oil and gas prices caused by the advent of shale drilling, have caused the cancellation or significant delay of a number of major energy projects.  Helium has historically been produced as a by-product in a few large conventional oil & gas projects, which happened to have a high helium content. Many projects of this type with helium potential have been cancelled in the last few years, as they have been replaced by spending on oil & gas production from shale, which cannot trap or produce significant quantities of helium. There are no major projects under development in North America that can replace the loss of helium supply from US government stockpile sales. Recent shortages have made existing helium demand less elastic and quickly-maturing new sources of helium demand could increase the rate of demand growth. From new low-cost reusable rockets for space launches, to the advancement of nuclear fusion, to autonomous floating Internet infrastructure, to new therapies targeting cancer cells with ion beams, helium's unique physical properties make it increasingly vital to our present and our future.

US helium market

Source: GrandView Research

The Company expects a continued increase in demand underpinned by the lack of substitutes for helium in its main markets of MRIs and high-end science/engineering, including rapid growth in state-funded/private space exploration, pressure/purge applications and rising demand for semiconductors. A shortage in the early part of the last decade forced price spikes incentivising new supply (based on LNG plant start-ups), driving prices back to more normal levels. We believe current supply constraints should continue to support pricing and may support marked increases.

4.            The Fundraising, Director Participation and Issue of Warrants

The Company has conditionally raised gross proceeds of £864,468 through a fundraise of 28,815,606 New Ordinary Shares at an issue price of 3 pence per New Ordinary Share. For every two New Ordinary Shares issued pursuant to the Fundraise, investors will receive one warrant allowing the holder to subscribe for an additional Ordinary Share in the Company at an exercise price of 6 pence per Ordinary Share, exercisable within two years.

The First Tranche Shares will utilise existing share authorities with First Admission expected to occur on or around 4 July 2024. The Second Tranche Shares, including the Warrants, will be issued and Second Tranche Admission will occur subject to approval by Voyager's shareholders at the General Meeting. 

Eric Boyle, Non-executive Chairman, and Fetlar Capital Limited (a company controlled by Nick Tulloch, Chief Executive Officer and his spouse), each intend to invest £25,000 in the Fundraise and will therefore each receive New Ordinary Shares and Investor Warrants as part of the Second Tranche Shares.

The Fundraise, which is not being underwritten, is conditional, inter alia, upon admission to trading on AQSE. The New Ordinary Shares will rank pari passu in all respects with the Ordinary Shares including the right to receive all dividends and other distributions declared, paid or made after the date of issue.

Previously, New Ordinary Shares issued by the Company have been eligible for Enterprise Investment Scheme (EIS) and Venture Capital Trust (VCT) purposes providing tax benefits to certain investor groups. With its change in business activities, Voyager will apply to HMRC for clarification whether these tax efficient qualifications will remain in place following the Acquisition.

In connection with the Fundraise, the Company will issue, on completion of the Fundraise, 900,000 Broker Warrants. The Broker Warrants shall be exercisable at the Issue Price. The Broker Warrants are exercisable at any time until the second year anniversary of Second Admission. The Broker Warrants will not be tradeable, nor transferable or CREST-enabled. If the Resolutions are not passed, the Company will not be able to issue the Broker Warrants until such time as it has authority to do so.

Shareholders should note that First Admission is not conditional upon Second Admission occurring and in the event that the Resolutions are not passed, Second Admission may not occur and the Company would not receive the funds from the Second Tranche Shares, which would limit the amount of working capital available to it. In addition, the Warrants will not be issued in the event that the Resolutions are not passed and therefore persons subscribing First Tranche Shares on First Admission would not, in such circumstances, receive any Investor Warrants.

5.            Use of Proceeds and Strategy

The Fundraise will raise proceeds of £864,468 for the Company which will be applied towards:

·      the development of M3 Helium's operations;

·      M3 Helium expects to drill the first of several further wells at Hugoton North Play;

·      preparation of the Admission Document; and

·      general working capital purposes.

The Company expects to exercise the Option on re-admission to trading on AQSE Growth Market of the enlarged group and, immediately following the Fundraise, will commence preparation of the Admission Document. The Company intends to make a loan facility of up to US$500,000 (the "Loan Facility") available to M3 Helium to advance its drilling programme with its Kansas assets.

The Loan Facility has been prepared on the basis of an arm's length commercial agreement between Voyager and M3 Helium for a term of up to one year. The Loan Facility and bears an interest rate of 6 per cent. per annum starting from the date on which the funds are received and ending upon the term date. The Loan Facility contains restrictions on M3 Helium taking on external finance and is structured to ensure it ranks in priority to M3 Helium's other obligations.  Drawdowns under the Loan Facility must be for a specified purpose, namely the ongoing development of M3 Helium's business.

6.            Existing health and wellness operations

Following the Acquisition, the Directors will put plans in place to dispose of Voyager's existing plant-based health and wellness operations.  These comprise:

(i)    Manufacturing facility in Perth, Scotland producing both products for Voyager and third party customers

(ii)   E-commerce and wholesale operations based in Perth, Scotland

(iii)  Three retail stores in Scotland (St Andrews, Dundee and Edinburgh)

Although the Directors have concluded that the scale of these operations is not likely to be large enough in the short term to justify being a public company, there have been considerable successes in recent months.  On 4 June 2024, Voyager announced that it had been successful in pitching for and winning a substantial new customer for its manufacturing division, VoyagerCann.  Arrangements with this customer are still being finalised but outline terms are for a preliminary order for six product lines with an initial order value of up to £30,000 and thereafter further orders to meet demand.  This customer is a leader in its field with retail stores across the UK, a strong online presence and supplies to equally well-known third-party stores and has already started discussions with Voyager on "phase 2" of its product roll out which will comprise further additions to the range. 

The Company announced at the time that these arrangements represent potentially its biggest customer win since Voyager was established.  However, later that day, the Company also received an indicative order worth £38,000 for a new range of products for one of its existing customers.  VoyagerCann's order book is now stronger than at any time previously.

Voyager sells over 70 of its own product lines in store, online and through third party outlets and carries over 400 SKUs in its three retail stores. VoyagerCann continues to grow its reputation and, in addition to manufacturing Voyager, Ascend Skincare and Amphora branded products, also supplies customers who in turn supply some of the UK's best known supermarkets, health stores and TV shopping channels.  Within Voyager's own brand, and not taking into account the new customer described above, the Company's most prominent customer is Pets at Home with four products available on Pets at Home's website since November 2023. 

Following its success with its petcare range, Voyager contracted in the Spring of 2024 with Unified Retail to manage sales of its pet range and other products on Amazon.  In the months since the Company began working with Unified Retail, its Amazon profile has already improved with a greater range of products now available for sale through its Prime channel.

The Company has also been exploring a reinvigoration of its e-commerce strategy and has developed a plan with a specialist IT consultant for Voyager's primary website to be re-written in Shopify and accompanied by a revised SEO, social media and digital marketing strategy.  Shopify would provide more functionality and can also be integrated into the Company's stores and used at external events (such as trade fairs). The IT consultant is experienced in marketing CBD products online, including using sponsored advertisements, and the Board forecasts that sales, both B2C and B2B, are likely to benefit immediately from these plans. Initial set up is likely to cost in the range of £10,000 with monthly support costs variable in line with sales.  Once set up, Voyager's overall IT expenditure is expected to fall as Shopify could address three separate solutions currently being used.

With the low-cost acquisition of Amphora Health Limited earlier in the year, Voyager now has 23 products validated on the FSA's novel foods list, which the Board considers will be a key part of its e-commerce strategy.  Just as significantly, the acquisition enables Voyager to enter the potentially lucrative non-disposable vape market and the VoyagerCann team have completed preparations to commence manufacturing the Amphora formulations.  The Board believes that VoyagerCann will be able to produce a vape range that is significantly differentiated from the competition but at a very competitive price.

As previously announced, in line with others on the high street, Voyager's retail stores had a difficult second half to the 2023 calendar year but the Company reduced staffing and revised its product mix to address this challenge.  In recent months, the beginnings of a sales recovery across the stores have been observed.

With these successes, and even taking account of the low valuations currently ascribed to CBD and cannabis companies at present, the Board believes that a disposal of these operations will be possible in the near term and, importantly, will not be a cash drain on the Enlarged Group in the meantime.  The Company's manufacturing, e-commerce and wholesale operations can be profitable without the burden of the expenses of being a public company and, despite challenges on the high street, market rents for at least two of Voyager's shops are now materially higher than the rent paid by the Company so transferring these leases in the short term is a realistic possibility.

7.            Appointment of new director

Following completion of the Acquisition, it is proposed that Paul Mendell, co-founder of M3 Helium will join the board of directors of Voyager. 

Paul is an oil and gas producer and co-founder of two UK listed companies - Iofina plc, an AIM listed iodine producer, and Highlands Natural Resources, later known as Zoetic International where he was chairman of that company, now known as Chill Brands Group. Paul has owned interests in over two-hundred producing oil and gas wells in the US which he has developed or from properties he acquired and were subsequently acquired by larger firms including Anadarko, EnCana, Noble, Oxy and others. He is a geologist and a well-respected developer of new concepts in exploration for oil, gas, iodine and other commodities. Paul also founded Mendell Energy; a Denver based independent oil and gas producer, sold for US$12 million in 2012.

A further announcement will be made in due course.

8.            Admission

Application has been made for First Tranche Shares to be admitted to trading on the Aquis Stock Exchange AQSE Growth Market. First Admission is expected to occur at 8:00 am on or around 4 July 2024. Application will also be made for the Second Tranche to be admitted to trading on the Aquis Stock Exchange AQSE Growth Market with Second Admission expected to occur as soon as practicable following the approval of shareholders at the forthcoming General Meeting. The New Ordinary Shares will rank pari passu with the existing ordinary shares.

Total voting rights

Following First Admission, the Company's Enlarged Share Capital will comprise 20,979,344 ordinary shares of 1 pence each. Therefore, the total number of voting rights in the Company will be 20,979,344. This figure may be used by shareholders as the denominator for calculations by which they will determine if they are required to notify their interest in the Company, or a change to their interest in the Company, under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.

Investor Warrants will be issued over 14,407,803 new Ordinary Shares pursuant to the Fundraise. In addition, Broker Warrants will be issued over 900,000 new Ordinary Shares. In aggregate, 15,307,803 Warrants will be issued in connection with the Fundraise and 20,101,891 warrants will be in issue following Second Admission.

Previously Ordinary Shares have been eligible for Enterprise Investment Scheme (EIS) and Venture Capital Trust (VCT) purposes providing tax benefits to certain investor groups. With its change in business activities, Voyager will apply to HMRC for clarification whether these tax efficient qualifications will remain in place following the Acquisition.

9.            General Meeting

The Directors do not currently have authority to issue the Second Tranche Shares, the Investor Warrants and the Broker Warrants and, accordingly, the Board is seeking the approval of Shareholders to issue the Second Tranche Shares, the Investor Warrants and the Broker Warrants at the General Meeting. In addition, the Directors propose to seek additional authority to allot further Ordinary Shares in the future to provide flexibility and to allow the Company some ability to take advantage of opportunities which may present themselves in the future.

A notice convening the General Meeting to be held at the Arran House, Arran Road, Perth, Perthshire PH1 3DZ at 11.00 a.m. on 18 July 2024 is set out at the end of the Document. At the General Meeting, the following Resolutions will be proposed:

Resolution 1 is proposed as ordinary resolutions, which means that to be passed, more than half the votes cast must be cast in favour of each resolution. Resolution 2 is proposed as a special resolution, which means that to be passed, at least three-quarters of the votes cast must be cast in favour of the resolution.

Resolution 1 - Authority to allot shares

This resolution seeks shareholder approval to grant the Directors the authority to allot shares in the Company, or to grant rights to subscribe for or convert any securities into shares in the Company ("Rights"), pursuant to section 551 of the Act (the "Section 551 authority"). The authority contained in the resolution will be limited to an aggregate nominal amount of £1,000,000. If approved, the Section 551 authority shall, unless renewed, revoked or varied by the Company, expire nine months from the date of the passing of this resolution or, if earlier, at the conclusion of the next annual general meeting of the Company. The exception to this is that the Directors may allot shares or grant Rights after the authority has expired in connection with an offer or agreement made or entered into before the authority expired.  This power is in addition to, and not in substitution for, all existing powers granted at the 2023 Annual General Meeting of the Company.

Resolution 2 - Disapplication of pre-emption rights

This resolution seeks shareholder approval to grant the Directors the power to allot equity securities (as defined by section 560 of the Act) or sell treasury shares of the Company pursuant to sections 570 and 573 of the Act (the "Section 570 and 573 power") without first offering them to existing shareholders in proportion to their existing shareholdings. The power is limited to allotments for cash in connection with pre-emptive offers, subject to any arrangements that the Directors consider appropriate to deal with fractions and overseas requirements, and otherwise pursuant to non-pre-emptive offers for cash up to a maximum nominal value of £1,000,000. If approved, the Section 570 and 573 power shall expire nine months from the date of the passing of this resolution or, if earlier, at the conclusion of the next annual general meeting of the Company. The exception to this is that the Directors may allot equity securities after the power has expired in connection with an offer or agreement made or entered into before the power expired.

In both cases, the power proposed to be granted by the Resolutions is in addition to, and not in substitution for, all existing powers granted at the 2023 Annual General Meeting of the Company. 

10.          Action to be taken

The Notice of General Meeting is set out in the Circular and this letter explains the items to be transacted at the General Meeting.

A Form of Proxy for use at the General Meeting is enclosed. If you wish to validly appoint a proxy, the Form of Proxy should be completed and signed in accordance with the instructions printed thereon, and returned by post so as to be received by Share Registrars not later than 11.00 a.m. on 16 July 2024.

11.          Recommendation

The Directors consider the Fundraising and the conferring of additional shareholder authority to be in the best interests of the Company and the Shareholders as a whole and, accordingly, unanimously recommend that Shareholders vote in favour of the Resolutions as they intend to do in respect of their own beneficial holdings amounting, in aggregate, to 3,909,250 Ordinary Shares, representing approximately 27.1 per cent. of the Existing Share Capital.

Shareholders should note that First Admission is not conditional upon Second Admission occurring and in the event that the Resolutions are not passed, Second Admission may not occur and the Company would not receive the funds from the Second Tranche Shares, which would limit the amount of working capital available to it. In addition, the Warrants will not be issued in the event that the Resolutions are not passed and therefore persons subscribing for First Tranche Shares on First Admission would not, in such circumstances, receive any Investor Warrants.

The Directors unanimously recommend that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting.

Yours faithfully,

Eric Boyle

Chairman

Unless otherwise defined, all capitalised terms used but not defined in this announcement shall have the meaning given to them in the Circular.

This announcement contains inside information for the purposes of the UK Market Abuse Regulation and the Directors of the Company are responsible for the release of this announcement.

ENDS

Enquiries:

FORWARD LOOKING STATEMENTS

This announcement includes "forward-looking statements" which include all statements other than statements of historical facts, including, without limitation, those regarding the Company's financial position, business strategy, plans and objectives of management for future operations, or any statements preceded by, followed by or that include the words "targets", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "would", "could" or "similar" expressions or negatives thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Company's control that could cause the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Company's present and future business strategies and the environment in which the Company will operate in the future. These forward-looking statements speak only as at the date of this announcement. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based unless required to do so by applicable law.