TIDMHEV
Helium Ventures Plc
("Helium Ventures" or the "Company")
Final Results for the year ended 30 April 2022
Helium Ventures (Aquis Exchange: HEV), a London based investment company
focused on opportunities within the helium sector, is pleased to present its
audited final results for the year ended 30 April 2022.
CHAIRMAN'S STATEMENT
It is my pleasure to submit the first Chairman's Statement for the Company
covering the twelve months to 30th April 2022, which included the initial
public offering ("IPO") on the Growth Market segment of the London AQSE on 8th
July 2021. The Company was incorporated as a Special Purpose Investment
Company with the aim of investing in low carbon, pure play, helium projects
internationally. Following listing in London, a secondary listing on the US
OTC market was agreed in order to make the Company's shares more accessible to
an American investment audience. This was completed on 4 January 2022.
The helium market fundamentals have remained strong with prices for spot pure
helium being recorded at above US$1,000 per mcf. The market has tightened
further in 2022 as post pandemic demand has risen but a major explosion and
delays in the commissioning of Amur in Russia, combined with outages at various
plants in the USA, have reduced available supply. The situation has been
further complicated by the Russian invasion of Ukraine which has led to some
producers, notably Algeria, seeking to ship as much LNG as possible and as a
consequence reducing the extraction of helium so as not to slow production of
natural gas destined for the European market. As a result, US pundits have
declared Helium Shortage 4.0, which seems set to continue for the short into
medium term regardless of the outcome of the conflict in Ukraine. The outlook
remains strong and as investors move away from traditional hydrocarbon
projects, the need for low carbon sources of helium will continue to grow.
The global market has responded dramatically to Helium Shortages 1.0, 2.0 and
3.0 and the parallel belief that non-hydrocarbon associated resources would be
key to future helium growth. The result is a high number of new
helium-oriented start-ups; private and public, many based in the USA, Canada,
and Australia. To date only Helium One Global Ltd with its Tanzanian project,
has listed on the London market. Several of the North American helium
companies have seen major valuation increases as they have reported positive
drilling results. Many of the new entrants have yet to raise funding for their
drilling activities and these present opportunities for the Company.
Against this backdrop, the Company embarked on a comprehensive review of
potential projects across North America, Europe and Africa. In total over 40
investment opportunities were reviewed in the USA, Canada, Europe, and in South
and East Africa. An initial screening methodology has been used and where
appropriate a thorough technical assessment was conducted. In one case
commercial and legal due diligence was conducted, however, we have so far not
identified a suitable project for the Company to get involved in.
Following a technical assessment of the underlying helium prospectivity within
the Blue Star Helium Limited ("Blue Star") portfolio of helium acreage in the
USA it was agreed to participate in a funding round ahead of drilling. As a
result, AUD$400,000 was invested from cash reserves in Blue Star shares on the
ASX. The full drilling programme has yet to complete, although initial
indications continue to be positive, and we await results to indicate the
extent of trapped helium resources within their acreage.
Given the continued lack of a suitable helium project which meets the
investment criteria set out by the Company, the Board decided in early second
quarter 2022 to consider a potential change in Investment Strategy and to
review projects in industries outside the helium sector. The Company intends
to communicate any potential changes in strategy to shareholders if a suitable
transaction is identified, the Board will seek shareholder approval to proceed
with such an investment.
The Board remains fully committed to finding a project of the appropriate scale
which will deliver value to shareholders in the long-term and we look forward
to updating shareholders as and when such an opportunity arises; within or
potentially outside the helium sector. I would like to thank our shareholders,
my fellow directors and our colleagues at Orana Corporate for their ongoing
support.
Neil Ritson, Non-Executive Chairman
28 September 2022
STATEMENT OF COMPREHENSIVE INCOME FOR THE PERIODED 30 APRIL 2022
Period ended 30
April 2022
Note £
Continuing Operations
Administrative expenses (452,160)
Fair value loss on financial asset at fair value 12 (63,510)
through profit and loss
Operating loss 4 (515,670)
Foreign exchanges losses (504)
Loss before taxation (516,174)
Taxation on loss of ordinary activities 7 -
Loss for the year from continuing operations (516,174)
(516,174)
Total loss for the year attributable to shareholders
from continuing operations
Basic & dilutive earnings per share - pence 8 (3.54)
The statement of comprehensive income has been prepared on the basis that all
operations are continuing operations.
STATEMENT OF FINANCIAL POSITION AS AT 30 APRIL 2022
Note As at 30
April 2022
£
CURRENT ASSETS
Cash and cash equivalents 9 344,312
Trade and other receivables 10 16,380
Investments held at fair value through profit or loss 12 156,439
TOTAL CURRENT ASSETS 517,131
TOTAL ASSETS 517,131
EQUITY 13 168,400
Share capital
Share premium account 13 810,005
Share based payment reserve 14 18,615
Retained deficit (516,174)
TOTAL EQUITY 480,846
CURRENT LIABILITIES 11 36,285
Trade and other payables
TOTAL CURRENT LIABILITIES 36,285
TOTAL LIABILITIES 36,285
TOTAL EQUITY AND LIABILITIES 517,131
The financial statements were approved by the board on 28 September 2022 by:
Neil Ritson, Non-Executive Chairman
STATEMENT OF CHANGES IN EQUITY AS AT 30 APRIL 2022
Ordinary
Share capital Share Premium Share Based Retained Total equity
Payment deficit
Reserves
£ £ £ £ £
Comprehensive
income for the
period
Loss for the - - - (516,174) (516,174)
period
Total loss for - - (516,174) (516,174)
the period
Transactions
with owners
Ordinary Shares 168,400 831,600 - - 1,000,000
issued
Warrants - (10,095) 18,615 - 8,520
issued
Share Issue - (11,500) - - (11,500)
Costs
Total 168,400 810,005 18,615 - 997,020
transactions
with owners
As at 30 April 168,400 810,005 18,615 (516,174) 480,846
2022
STATEMENT OF CASH FLOW FOR THE PERIODED 30 APRIL 2022
Period ended
30 April 2022
Note £
Cash flow from operating activities
Loss for the (516,174)
period
Adjustments for: 14 8,520
Share based payments
Fair value losses 12 63,510
Changes in working capital: 10 (16,380)
(Increase) in trade and other receivables
Increase in trade and other payables 11 36,285
Net cash outflow from operating activities (424,239)
Cash flows from investing activities 12 (219,949)
Investment in Blue Star
Helium
Net cash flow from investing activities (219,949)
Cash flows from financing activities 13 988,500
Proceeds from Issue of Shares net of share issue costs
Net cash flow from financing activities 988,500
Net increase in cash and cash equivalents 344,312
Cash and cash equivalents at beginning of the period -
Cash and cash equivalents at end of period 9 344,312
Non-cash transactions
A share based payment charge of £18,615 has been recognised, which consists of
£8,520 included in the profit and loss account for advisor warrants and £10,095
included in share premium in relation to broker warrants. See notes 13 and 14
for further information on the warrants issued during the period.
The accompanying notes on pages 33 to 48 form part of these financial
statements
NOTES TO THE FINANCIAL STATEMENTS
1. General Information
Helium Ventures plc was incorporated on 23 April 2021 in England and Wales and
remains domiciled there 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 primarily in potential companies, businesses or asset/(s) that
have operations in the natural gas exploration, development and production
sector, with a particular focus on helium.
The Company listed on the Aquis Stock Exchange ("AQSE") on 8 July 2021. The
Company began dual trading on the US OTCQB Market on 4 January 2022.
2. Accounting policies
The principal accounting policies applied in preparation of these financial
statements are set out below. These policies have been consistently applied
unless otherwise stated.
2.1. Basis of preparation
The financial statements for the period ended 30 April 2022 have been prepared
by Helium Ventures plc in accordance with the requirements of the AQSE Rules
and UK adopted International Accounting Standards ('IFRS'). The financial
statements have been prepared under the historical cost convention, as modified
by financial assets and financial liabilities (including derivative
instruments) at fair value.
The preparation of financial statements requires the use of certain critical
accounting estimates. It also requires management to exercise its judgement in
the process of applying the Company's accounting policies. The areas involving
a higher degree of judgement or complexity, or areas where assumptions and
estimates are significant in the financial statements, are disclosed in note
2.9.
2.2. Going concern
The financial statements have been prepared on a going concern basis, which
assumes that the Company will continue to meet its liabilities as they fall
due.
The Directors have prepared detailed projected cash flow information for the
period to end 29 February 2024, taking into account expected expenditure. In
addition, 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.
In the event the Company were to embark on a reverse takeover transaction, such
a transaction would be accompanied by a fundraising exercise in order to ensure
adequate funding for this process and beyond. Accordingly, the Directors
continue to adopt the going concern basis in preparing the financial
statements.
2.3. Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and in hand, and demand
deposits with banks and other financial institutions.
2.4. Equity
Share capital is determined using the nominal value of shares that have been
issued.
The Share premium account includes any premiums received on the initial issuing
of the share capital. Any transaction costs associated with the issuing of
shares are deducted from the Share premium account, net of any related income
tax benefits.
Equity-settled share-based payments are credited to a share-based payment
reserve as a component of equity until related options or warrants are
exercised or lapse. See note 2.7.
Retained losses includes all current and prior period results as disclosed in
the income statement.
2.5. Foreign currency translation
The financial statements are presented in Sterling which is the Company's
functional and presentational currency.
Transactions in currencies other than the functional currency are recognised at
the rates of exchange on the dates of the transactions. At each balance sheet
date, monetary assets and liabilities are retranslated at the rates prevailing
at the balance sheet date with differences recognised in the Statement of
comprehensive income in the period in which they arise.
2.6. Financial instruments
IFRS 9 requires an entity to address the classification, measurement and
recognition of financial assets and liabilities.
a) Classification
The Company classifies its financial assets in the following measurement
categories:
. those to be measured subsequently at fair value (either through OCI or
through profit or loss);
. those to be measured at amortised cost; and
. those to be measured subsequently at fair value through profit or loss.
The classification depends on the Company's business model for managing the
financial assets and the contractual terms of the cash flows.
For assets measured at fair value, gains and losses will be recorded either in
profit or loss or in OCI. For investments in equity instruments that are not
held for trading, this will depend on whether the Company has made an
irrevocable election at the time of initial recognition to account for the
equity investment at fair value through other comprehensive income (FVOCI).
b) Recognition
Purchases and sales of financial assets are recognised on trade date (that is,
the date on which the Company commits to purchase or sell the asset). Financial
assets are derecognised when the rights to receive cash flows from the
financial assets have expired or have been transferred and the Company has
transferred substantially all the risks and rewards of ownership.
During the period the Company acquired an investment in Blue Star Helium
Limited. This is an equity investment which is held for trading, and as such it
has been classified as a current financial asset at fair value through profit
or loss.
c) Measurement
At initial recognition, the Company measures a financial asset at its fair
value plus, in the case of a financial asset not at fair value through profit
or loss (FVPL), transaction costs that are directly attributable to the
acquisition of the financial asset.
Transaction costs of financial assets carried at FVPL are expensed in profit or
loss.
For Blue Star Helium Limited the initial investment was recognised at the fair
value of the consideration paid in AUD of $400,000 translated into GBP of £
219,949 at the date of acquisition. See note 12.
Debt instruments
Amortised cost: Assets that are held for collection of contractual cash flows,
where those cash flows represent solely payments of principal and interest, are
measured at amortised cost. Interest income from these financial assets is
included in finance income using the effective interest rate method. Any gain
or loss arising on derecognition is recognised directly in profit or loss and
presented in other gains/(losses) together with foreign exchange gains and
losses. Impairment losses are presented as a separate line item in the
statement of profit or loss.
Equity instruments
The Company subsequently measures all equity investments at fair value. Where
the Company's management has elected to present fair value gains and losses on
equity investments in OCI, there is no subsequent reclassification of fair
value gains and losses to profit or loss following the derecognition of the
investment. Dividends from such investments continue to be recognised in profit
or loss as other income when the Company's right to receive payments is
established. Changes in the fair value of financial assets at FVPL are
recognised in other gains/(losses) in the statement of profit or loss as
applicable. Impairment losses (and reversal of impairment losses) on equity
investments measured at FVOCI are not reported separately from other changes in
fair value.
At the year end the Company has recognised a fair value loss in the investment
in Blue Star Helium Limited. This loss has been determined by reference to the
closing share price of Blue Helium Limited at 30 April 2022. See note 12.
d) Impairment
The Company assesses, on a forward-looking basis, the expected credit losses
associated with any debt instruments carried at amortised cost. The impairment
methodology applied depends on whether there has been a significant increase in
credit risk. For trade receivables, the Company applies the simplified approach
permitted by IFRS 9, which requires expected lifetime losses to be recognised
from initial recognition of the receivables.
2.7. Equity instruments
Share capital is determined using the nominal value of shares that have been
issued.
The Share premium account includes any premiums received on the initial issuing
of the share capital. Any transaction costs associated with the issuing of
shares are deducted from the Share premium account.
Share based payments reserves represent the value of equity settled share-based
payments provided to employees, including key management personnel, and third
parties for services provided.
In accordance with IFRS 2, for equity-settled share-based payment transactions,
the entity shall measure the goods or services received, and the corresponding
increase in equity, directly, at the fair value of the goods or services
received, unless that fair value cannot be estimated reliably. The fair value
of the service received in exchange for the grant of options and warrants is
recognised as an expense, other than those warrants that were issued in
relation to the listing which have been recorded against share premium in
equity. If the entity cannot estimate reliably the fair value of the goods or
services received, the entity shall measure their value, and the corresponding
increase in equity, indirectly, by reference to the fair value of the equity
instruments granted.
Retained deficit represents the cumulative retained losses of the Company at
the reporting date.
2.8. Taxation
Tax currently payable is based on taxable profit for the period. Taxable profit
differs from profit as reported in the income statement because it excludes
items of income and expense that are taxable or deductible in other years and
it further excludes items that are never taxable or deductible. The liability
for current tax is calculated using tax rates that have been enacted or
substantively enacted by the balance sheet date.
Deferred tax is recognised on differences between the carrying amounts of
assets and liabilities in the financial information and the corresponding tax
bases used in the computation of taxable profit and is accounted for using the
balance sheet liability method. Deferred tax liabilities are generally
recognised for all taxable temporary differences and deferred tax assets are
recognised to the extent that it is probable that taxable profits will be
available against which deductible temporary differences can be utilised. Such
assets and liabilities are not recognised if the temporary difference arises
from initial recognition of goodwill or from the initial recognition (other
than in a business combination) of other assets and liabilities in a
transaction that affects neither the taxable profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences
arising on investments in subsidiaries and associates, and interests in joint
ventures, except where the Company is able to control the reversal of the
temporary difference and it is probable that the temporary difference will not
reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at each balance sheet
date and reduced to the extent that it is no longer probable that sufficient
taxable profits will be available to allow all or part of the asset to be
recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the
period when the liability is settled, or the asset realised. Deferred tax is
charged or credited to profit or loss, except when it relates to items charged
or credited directly to equity, in which case the deferred tax is also dealt
with in equity.
Deferred tax assets and liabilities are offset when there is a legally
enforceable right to set off current tax assets against current tax liabilities
and when they relate to income taxes levied by the same taxation authority and
the Company intends to settle its current tax assets and liabilities on a net
basis.
2.9. Critical accounting judgements and key sources of estimation uncertainty
The preparation of the financial statements in conformity with IFRSs requires
management to make judgements, estimates and assumptions that affect the
application of accounting policies and the reported amounts of assets,
liabilities, income and expense. Actual results may differ from these
estimates. Estimates and underlying assumptions are reviewed on an ongoing
basis. Revisions to accounting estimates are recognised in the period in which
the estimates are revised and in any future periods affected. The areas
involving a higher degree of judgement or complexity, or areas where
assumptions and estimates are significant to the financial statements, are
disclosed below:
· Share Based Payments: warrants valued using Black Scholes method
The Company has made awards of warrants on its unissued share capital to
certain parties in return for services provided to the Company. The valuation
of these warrants involved making a number of critical estimates relating to
price volatility, future dividend yields, expected life of the options and
interest rates. These assumptions have been integrated into the Black Scholes
Option Pricing model in this instance to derive a value for any share-based
payments. These judgements and assumptions are described in more detail in note
14.
The expense charged to the Statement of Comprehensive Income during the year in
relation to share based payments was £8,520. A further £10,095 was offset from
the share premium account.
2.10 New standards and interpretations not yet adopted
At the date of approval of these financial statements, the following standards
and interpretations which have not been applied in these financial statements
were in issue but not yet effective (and in some cases have not yet been
adopted by the UK):
Standard Impact on initial Effective date
application
Annual Improvements 2018-2020 Cycle 1 January 2023
IFRS 17 Insurance Contracts 1 January 2023
IAS 1 Classification of 1 January 2023
liabilities as Current or
Non-current
IAS 8 Accounting estimates 1 January 2023
IAS 12 Deferred tax arising from a 1 January 2023
single transaction
The effect of these new and amended Standards and Interpretations which are in
issue but not yet mandatorily effective is not expected to be material.
The directors are evaluating the impact that these standards may have on the
financial statements of Company.
3. Segmental analysis
The Company manages its operations in one segment, being seeking a suitable
investment specifically in the natural gas sector. The results of this segment
are regularly reviewed by the board as a basis for the allocation of resources,
in conjunction with individual investment appraisals, and to assess its
performance.
4. Operating Loss
Operating loss for the company is stated after charging:
Period ended
30 April 2022
£
Directors' fees 57,976
Professional fees 220,167
Listing expenses 99,222
Other administrative expenses 66,275
Share based payments 8,520
452,160
5. Employees
The average number of persons employed by the Company (including executive
directors) during the period ended 30 November 2021 was:
No. of
employees
Management 3
3
The aggregate payroll costs of these persons were as follows:
Period ended
30 April 2022
£
Directors' fees 57,600
Employers NI 376
57,976
6. Auditor's Remuneration
Period ended
30 April 2022
£
Fees payable to the Company's auditor for the audit of the Company 27,500
Fees payable to the Company's auditor for other services:
Audit related assurance services 1,500
Corporate finance services 15,000
44,000
The period covers from incorporation to 30 April 2022 and includes accrued
expenses relating to the 2022
audit.
7. Taxation
Period ended
30 April 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 ended
30 April 2022
£
Loss before taxation (516,174)
Tax at the UK Corporation rate of 19% (98,073)
Tax effect of amounts which are not deductible 13,686
Tax losses on which no deferred tax asset has been recognised 84,387
Total tax (charge)/credit -
UK -
Overseas -
Total tax (charge)/credit) -
The Company has accumulated tax losses of approximately £84,000 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 £84,000.
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.
8. Earnings per share
The calculation of the basic and diluted earnings per share is calculated by
dividing the profit or loss for the year by the weighted average number of
ordinary shares in issue during the year.
Period
ended 30
April 2022
£
Loss attributable to shareholders of Helium Ventures plc (516,174)
Weighted number of ordinary shares in issue 14,587,882
Basic & dilutive earnings per share from continuing operations - (3.54)
pence
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 year presented.
See note 14 for further details.
9. Cash and cash equivalents
Period ended
30 April 2022
£
Cash at bank 344,312
344,312
10. Trade and other receivables
Period ended
30 April 2022
£
Prepayments 16,380
16,380
11. Trade and other payables
Period ended
30 April 2022
£
Trade creditors 4,506
Accruals 31,779
36,285
12. Investments held at fair value through profit or loss
£
Cost at 23 April 2021 -
Addition - Blue Star Helium Limited 219,949
Cost at 30 April 2022 219,949
Fair value loss at 23 April 2021 -
Fair value losses (63,510)
Fair value loss at 30 April 2022 (63,510)
Fair value of Investment at 23 April 2021 -
Fair value of Investment at 30 April 2022 156,439
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.
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 loss was recognised in the income statement
reflecting the fall in value from the initial purchase price of AUD 5.6 cents
per share at acquisition to AUD 3.9 cents per share at the date of these
accounts.
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.
13. Share capital and share premium
Ordinary Share Capital Share Total £
Shares Premium
# £ £ £
Issue of ordinary shares on 5,000,000 50,000 - 50,000
incorporation1
Issue of ordinary shares 2 2,600,000 26,000 - 26,000
Issue of ordinary shares 3 9,240,000 92,400 831,600 924,000
Share issue costs - - (21,595) (21,595)
At 30 April 2022 16,840,000 168,400 810,005 978,405
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.
14. Share based payment reserves
Total
£
Advisor warrants Issued 1 8,520
Broker warrants issued 2 10,095
At 30 April 2021 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.
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 warrants which fall under IFRS 2, and the inputs
used in the Black-Scholes model to calculate those fair values are as follows:
Date of Number of Share Exercise Expected Expected Risk Expected
grant warrants Price Price volatility life free dividends
rate
8 July 200,000 £0.10 £0.10 50.00% 5 15.00% 0.00%
2021
8 July 300,000 £0.10 £0.10 50.00% 3 15.00% 0.00%
2021
The total number of warrants issued during the period:
Number of Warrants Exercise Price Expiry date
On incorporation
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 30 April 2022 8,100,000 £0.05
The weighted average exercise price of the warrants exercisable at 30 April
2022 is £0.05.
The weighted average time to expiry of the warrants as at 30 April is 2.14
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 of the scope of IFRS 2.
No warrants were exercised or expired in the period.
15. Financial Instruments and Risk Management
Principal financial instruments
The principal financial instruments used by the Company from which the
financial risk arises are as follows:
Financial Assets
Period ended
30 April 2022
£
Investment held at fair value through profit or loss (note 12) 156,439
Cash at bank and in hand 344,312
500,751
Financial Liabilities
Period ended
30 April 2022
£
Trade and other payables 36,285
36,285
The financial liabilities are payable within one year.
General objectives and policies
As alluded to in the Directors report the overall objective of the Board is to
set policies that seek to reduce risk as far as practical without unduly
affecting the Company's competitiveness and flexibility. Further details
regarding these policies are:
Policy on financial risk management
The Company's principal financial instruments comprise cash and cash
equivalents, other receivables, trade and other payables. The Company's
accounting policies and methods adopted, including the criteria for
recognition, the basis on which income and expenses are recognised in respect
of each class of financial asset, financial liability and equity instrument are
set out in note 2 - "Accounting Policies".
The Company does not use financial instruments for speculative purposes. The
carrying value of all financial assets and liabilities approximates to their
fair value.
Derivatives, financial instruments and risk management
The Company does not use derivative instruments or other financial instruments
to manage its exposure to fluctuations in foreign currency exchange rates,
interest rates and commodity prices.
Foreign currency risk management
The Company operates in a global market with income and costs possibly arising
in a number of currencies and is exposed to foreign currency risk arising from
commercial transactions, translation of assets and liabilities and net
investment in foreign subsidiaries. Exposure to commercial transactions arise
from sales or purchases by operating companies in currencies other than the
Company's functional currency. Currency exposures are reviewed regularly.
Due to the minimal amount of transactions in AUD, the Company does not consider
hedging its investment in Blue Star Helium Limited beneficial because the cash
flow risk created from such hedging techniques would outweigh the risk of
foreign currency exposure.
The Group has a limited level of exposure to foreign exchange risk through
their foreign currency denominated cash balances.
Accordingly, movements in the Sterling exchange rate against these currencies
could have a detrimental effect on the Group's results and financial condition.
Currency risk is managed by maintaining some cash deposits in currencies other
than Sterling. The table below shows the currency profiles of cash and cash
equivalents:
Period ended
30 April 2022
£
Cash and cash equivalents GBP 344,312
344,312
Credit risk
Credit risk refers to the risk that a counterparty will default on its
contractual obligations resulting in financial loss to the Company. The Company
has adopted a policy of only dealing with creditworthy counterparties. The
Company's exposure and the credit ratings of its counterparties are monitored
by the Board of Directors to ensure that the aggregate value of transactions is
spread amongst approved counterparties.
The Company applies IFRS 9 to measure expected credit losses for receivables,
these are regularly monitored and assessed. Receivables are subject to an
expected credit loss provision when it is probable that amounts outstanding are
not recoverable as set out in the accounting policy. The impact of expected
credit losses was immaterial.
The Company's principal financial assets are cash and cash equivalents. Cash
equivalents include amounts held on deposit with financial institutions.
The credit risk on liquid funds held in current accounts and available on
demand is limited because the Company's counterparties are banks with high
credit-ratings assigned by international credit-rating agencies.
No financial assets have indicators of impairment.
The Company's maximum exposure to credit risk is limited to the carrying amount
of financial assets recorded in the financial statements.
Borrowings and interest rate risk
The Company currently has no borrowings. The Company's principal financial
assets are cash and cash equivalents. Cash equivalents include amounts held on
deposit with financial institutions. The effect of variable interest rates is
not significant.
Liquidity risk
During the period ended 30 April 2022, the Company was financed by cash raised
through equity funding. Funds raised surplus to immediate requirements are held
as cash deposits in Sterling.
In managing liquidity risk, the main objective of the Company is to ensure that
it has the ability to pay all of its liabilities as they fall due. The Company
monitors its levels of working capital to ensure that it can meet its
liabilities as they fall due.
The table below shows the undiscounted cash flows on the Company's financial
liabilities as at 30 April 2022 on the basis of their earliest possible
contractual maturity.
Within 2 Within
Total months 2-6 months
£ £ £
At 30 April 2022
Trade payables 4,506 4,026 480
Accruals 31,779 4,279 27,500
36,285 8,305 27,980
Capital management
The Company considers its capital to be equal to the sum of its total equity.
The Company monitors its capital using a number of key performance indicators
including cash flow projections, working capital ratios, the cost to achieve
development milestones and potential revenue from partnerships and ongoing
licensing activities.
The Company's objective when managing its capital is to ensure it obtains
sufficient funding for continuing as a going concern. The Company funds its
capital requirements through the issue of new shares to investors.
16. Related Party Transactions
Warrants issued to Directors and Director related entities
During the year 2,600,000 Ordinary Shares of £0.01 at £0.01 per Ordinary Share
were issued on 15th June. 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 16th 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.
Provision of services
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 £25,000 for these services from the Company. Orana received an
additional sum of £25,000 in connection with corporate finance work carried out
at the time of the Placing onto the AQSE.
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 £26,472 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.
17. Ultimate Controlling Party
As at 30 April 2022 there was no ultimate controlling party of the Company.
18. Capital Commitments
As at 30 April 2022 there were no capital commitments for the Company.
19. Events Subsequent to period end
There are no events of significance subsequent to the period end. The Board
have located and are further investigating a project outside the helium sector
which would require a change in Investment Strategy. Work on evaluating that
opportunity is ongoing.
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.
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 7213 0880
Ludovico Lazzaretti
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
September 29, 2022 02:00 ET (06:00 GMT)
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