TIDMHEV
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.S
Enquiries:
Helium Ventures plc +44 (0)20 3475 6834
Neil Ritson, Chairman
Cairn Financial Advisers LLP (AQSE Corporate +44 (0)20 7213 0880
Adviser)
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 Unaudited Audited
Six months to Period to Period to
31 October 31 October 30 April
2022 2021 2022
Notes £ £
Continuing operations
Administrative expenses 9 (182,518) (270,317) (452,160)
Fair value gain/(loss) on financial 15 3,222 - (63,510)
asset at fair value through profit
and loss
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 (179,296) (270,349)
operations (516,174)
Total loss for the period (179,296) (270,349)
attributable to shareholders from (516,174)
continuing operations
Basic & dilutive earnings per 11 (1.06) (2.17)
ordinary share (pence) (3.54)
The notes form an integral part of the Unaudited Condensed Interim Financial
Statements.
Unaudited Unaudited Audited
As at As at As at
Notes 31 October 31 October 30 April
2022 2021 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 15 159,661 - 156,439
profit or loss
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 Unaudited Audited
Six months to Period to 31 Period to 31
31 October April 2022
October 2021
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 (3,008) 4,784 36,285
payables
Net cash outflow from operating (187,282) (284,974) (424,239)
activities
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 - 988,500 988,500
net of share issue costs
Net cash flow from financing activities - 988,500 988,500
Net increase/(decrease) in cash and cash (187,282) 703,526 344,312
equivalents
Cash and cash equivalents at beginning 344,312 - -
of financial year
Cash and cash equivalents at end of 157,030 703,526 344,312
financial year
HELIUM VENTURES PLC - CONDENSED INTERIM FINANCIAL STATEMENTS
STATEMENT OF CASHFLOW
FOR THE PERIOD FROM 1 MAY 2022 TO 31 OCTOBER 2022
Ordinary
Share Share Share Based Retained Total
capital Premium Payment earnings equity
Reserves
£ £ £ £ £
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 168,400 820,100 18,615 - 1,007,115
owners
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 Period to Period to
31 October 31 October 30 April
2022 2021 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 Period to Period to
31 October 31 October 30 April
2022 2021 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 93,027 - -
Vestigo
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 Period to Period to
31 October 31 October 30 April
2022 2021 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 Period to Period to
31 October 31 October 30 April
2022 2021 2022
£
Loss before taxation (179,296) (270,349) (516,174)
Tax at the UK corporation tax (34,066) (51,366) (98,073)
rate of 19%
Tax effect of amounts which are (612) - 13,686
not deductible
Tax losses on which no deferred 34,678 51,366 84,387
tax asset has been recognised
- - -
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 Period to Period to
31 October 31 October 30 April
2022 2021 2022
£ £ £
Loss attributable to equity (179,296) (270,349) (516,174)
shareholders
Weighted number of ordinary 16,840,000 12,451,250 14,587,882
shares in issue
Basic and diluted loss per (1.06) (2.17) (3.54)
share in pence
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 Period to Period to
31 October 31 October 30 April
2022 2021 2022
£ £ £
Cash and cash equivalents 157,030 703,526 344,312
157,030 703,526 344,312
13. Trade and Other Receivables
Period to Period to Period to
31 October 31 October 30 April
2022 2021 2022
£ £ £
Prepayments 18,136 - 16,380
Other receivables - 38,024 -
18,136 38,024 16,380
14. Trade & Other Payables
Period to Period to Period to
31 October 31 October 30 April
2022 2021 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 Share Share Total
Shares Capital Premium
# £ £ £
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 16,840,000 168,400 810,005 978,405
2022
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 Share Exercise Expected Expected Risk free Expected
warrants Price Price volatility life rate 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 Expiry date
Price
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.
END
(END) Dow Jones Newswires
January 26, 2023 03:54 ET (08:54 GMT)
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