TIDMHEV
Helium Ventures plc
("Helium Ventures" or the "Company")
Final Results for the year ended 30 April 2023
Helium Ventures (AQSE: HEV), a London based investment company, announces its
audited final results for the year ended 30 April 2023.
CHAIRMAN'S STATEMENT
I am pleased to present the Chairman's statement for the Company, covering the
twelve months to 30 April 2023. The Company was incorporated in 2021 as a
Special Purpose Acquisition Company with the aim of investing in low carbon,
pure play, helium projects internationally. Following admission on the AQSE
Growth Market, a secondary listing on the US OTC market was achieved in order to
make the Company's shares more accessible to a wider audience.
Whilst the Board reviewed a wide range of helium projects globally, we were
unable to secure a project which met our investment criteria and which we could
complete within our target timeframe. An opportunity arose to acquire Vestigo
Technologies Ltd ("Trackimo"), which owns and distributes its advanced tracking
software product, Trackimo and associated hardware and intellectual property,
providing utilisation of our capital at a premium to our share price and
exposure to a high growth business with significant existing revenues and strong
partnerships with tier one global technology businesses. On 7 October 2022, the
Company announced the conditional acquisition of Trackimo, to be satisfied by
the issue of Helium Ventures shares.
On 21 September 2023, the Company raised net proceeds of £250,000 through the
issue of 6,250,000 new ordinary shares of 1 pence each at price of 4 pence per
share to support the ongoing transaction and provide additional working capital.
On 9 October 2023, the proposed acquisition of Trackimo was terminated and the
Company instead entered into an agreement to subscribe for £250,000 new ordinary
shares in Trackimo with the proceeds of the recent placing. The Company will
receive a total value of £1.55 million in Trackimo shares at the Trackimo IPO
subscription price, or at a price to be determined by an independent valuation
of Trackimo, if the Trackimo IPO does not proceed. Furthermore, for the
Company's continued support and assistance throughout the transaction, Trackimo
has also agreed to issue the Company an additional £100,000 new ordinary shares
on completion of the Trackimo IPO.
The Company has agreed with Trackimo that any remaining proceeds received from
the potential exercise of warrants in the Company, once the Company's general
working capital and operating costs have been deducted, will be invested into
Trackimo, with the Company receiving shares (calculated on the above agreed
valuation).
At the date of this report, the total consideration due to the Company is
£1,900,000 in the form of Trackimo equity which will be issued to the Company at
either the Trackimo IPO or at the long stop date of 31 March 2024. The issuance
of Trackimo equity to the Company will be capped at 9.99% of the enlarged issued
share capital of Trackimo.
The Company continues to hold 7,142,858 ordinary shares in Blue Star Helium
Limited ("Blue Star"), an ASX listed company with a portfolio of helium acreage
in the USA. Blue Star has made excellent progress during recent months and has
recently completed a US$7m equity raise alongside a gas processing agreement
with IACX Energy LLC which will enable maiden production at their Voyager Helium
discovery during Q4, 2023. The global helium market dynamics remain strong and
it is hoped that the Blue Star equity valuation will fully reflect that once
production is established.
We believe that the recent re-structuring of the transaction with Trackimo will
enable the Company to secure value for its shareholders in a potentially AIM
listed company. Once the Trackimo shares are issued the Company will re-assess
the best method to ensure that shareholders can receive value for the underlying
shareholdings held within Helium Ventures.
I would like to thank our shareholders, my fellow directors, and our
professional advisers for their ongoing support.
Neil Ritson, Non-Executive Chairman
30 October 2023
MATERIAL UNCERTAINTY RELATED TO GOING CONCERN
The Auditors have drawn attention to note 2.2 in the financial statements, which
indicates that the Company incurred a net loss of £429,657 and incurred
operating cash outflows of £279,621 during the year ended 30 April 2023. As
stated in note 2.2, these events or conditions, along with the other matters as
set forth in note 2.2, indicate that a material uncertainty exists that may cast
significant doubt on the Company's ability to continue as a going concern. The
Auditors opinion is not modified in respect of this matter.
STATEMENT OF COMPREHENSIVE INCOME FOR THE PERIODED 30 APRIL 2023
Year Period
ended ended
30 April
30 April 2022
2023
Note £ £
Continuing Operations
Administrative expenses 4 (389,404) (452,160)
Fair value loss on financial asset at fair 12 (39,830) (63,510)
value through profit and loss
Operating loss (429,234) (515,670)
Foreign exchanges losses (423) (504)
Loss before taxation (429,657) (516,174)
Taxation on loss of ordinary activities 7 - -
Loss for the year from continuing operations (429,657) (516,174)
Other comprehensive income
Other comprehensive income - -
Total comprehensive loss for the year (429,657) (516,174)
attributable to shareholders from continuing
operations
Basic & dilutive earnings per share - pence 8 (2.55) (3.54)
The statement of comprehensive income has been prepared on the basis that all
operations are continuing operations. The accompanying notes form part of these
financial statements.
STATEMENT OF FINANCIAL POSITION AS AT 30 APRIL 2023
Note As at 30 As at 30
April April
2023 2022
£ £
CURRENT ASSETS
Cash and cash equivalents 9 64,691 344,312
Trade and other 10 3,002 16,380
receivables
Investments held at fair 12 116,609 156,439
value through profit or
loss
TOTAL CURRENT ASSETS 184,302 517,131
TOTAL ASSETS 184,302 517,131
EQUITY
Share capital 13 168,400 168,400
Share premium account 13 810,005 810,005
Share based payment 14 18,615 18,615
reserve
Retained deficit (945,831) (516,174)
TOTAL EQUITY 51,189 480,846
CURRENT LIABILITIES
Trade and other payables 11 133,113 36,285
TOTAL CURRENT LIABILITIES 133,113 36,285
TOTAL LIABILITIES 133,113 36,285
TOTAL EQUITY AND 184,302 517,131
LIABILITIES
The accompanying notes form part of these financial statements.
The financial statements were approved by the board on 30 October 2023 by:
Neil Ritson, Non-Executive Chairman
STATEMENT OF CHANGES IN EQUITYAS AT 30 APRIL 2023
Ordinary Share Share Based Retained Total
Share Premium Payment deficit equity
capital Reserves
£ £ £ £ £
Comprehensive
income for the
period
Loss for the period - - - (516,174) (516,174)
Other comprehensive - - - - -
income
Total comprehensive - - - (516,174) (516,174)
loss for the period
Transactions with
owners
Ordinary Shares 168,400 831,600 - - 1,000,000
issued
Warrants issued - (10,095) 18,615 - 8,520
Share Issue Costs - (11,500) - - (11,500)
Total transactions 168,400 810,005 18,615 - 997,020
with owners
As at 30 April 2022 168,400 810,005 18,615 (516,174) 480,846
Ordinary Share Share Based Retained Total
Share Premium Payment deficit equity
capital Reserves
£ £ £ £ £
Comprehensive
income for the
year
Loss for the year - - - (429,657) (429,657)
Other - - - - -
comprehensive
income
Total - - - (429,657) (429,657)
comprehensive loss
for the year
Transactions with
owners
Ordinary Shares - - - - -
issued
Warrants issued - - - - -
Share Issue Costs - - - - -
Total transactions - - - - -
with owners
As at 30 April 168,400 810,005 18,615 (945,831) 51,189
2023
The accompanying notes form part of these financial statements.
STATEMENT OF CASH FLOW FOR THE YEARED 30 APRIL 2023
Year ended Period ended
30 April 2023 30 April 2022
Note £ £
Cash flow from operating
activities
Loss for the year (429,657) (516,174)
Adjustments for:
Share based payments 14 - 8,520
Fair value losses 12 39,830 63,510
Changes in working capital:
Decrease/(increase) in 13,377 (16,380)
trade and other
receivables
Increase in trade and other 96,829 36,285
payables
Net cash outflow from (279,621) (424,239)
operating activities
Cash flows from investing
activities
Investment in Blue Star 12 - (219,949)
Helium
Net cash flow from - (219,949)
investing activities
Cash flows from financing
activities
Proceeds from issue of 13 - 988,500
shares net of share issue
costs
Net cash flow from - 988,500
financing activities
Net increase in cash and (279,621) 344,312
cash equivalents
Cash and cash equivalents 344,312 -
at beginning of the year
Cash and cash equivalents 9 64,691 344,312
at end of year
The accompanying notes form part of these financial statements.
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARED 30 APRIL 2023
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 or technology sectors.
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 year ended 30 April 2023 have been prepared by
Helium Ventures plc in accordance with the requirements of the AQSE Rules, UK
adopted international accounting standards (`IFRS') and requirements of the
Companies Act 2006. 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 Company's business activities, together with facts likely to affect its
future operations and financial and liquidity positions are set out in the
Chairman's Statement and the Strategic Report. In addition, note 15 to the
financial statements disclose the Company's financial risk management policy.
The Company's financial statements have been prepared on the going concern
basis, which contemplates that the Company will be able to realize its assets
and discharge liabilities in the normal course of business. Despite this, there
can be no assurance that the Company will either achieve or maintain
profitability in the future and financial returns arising therefrom, may be
adversely affected by factors outside the control of the Company.
The Company has had recurring losses in the current year and prior period, and
its continuation as a going concern is dependent on the Company's ability to
successfully fund its operations by obtaining additional financing from equity
injections or other funding.
This indicates that a material uncertainty exists that may cast significant
doubt over the Company's ability to continue as a going concern.
Whilst acknowledging this material uncertainty, the directors consider it
appropriate to prepare the consolidated financial statements on a going concern
basis for the following reasons:
· The Company may reasonably expect to maintain continued support from
shareholders and other financiers that have supported the Company's previous
capital raising to assist with meeting future funding needs; and
· All outgoing and expenditure can be suspended until the sufficient
completion of a capital raise.
The financial statements do not include the adjustments that would result if the
Company were unable to continue as a going concern. The auditors have made
reference to going concern by way of a material uncertainty within their report.
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 year 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 year 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$400,000 translated into GBP£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 2023. 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 year. 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
year 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 year in which the estimates are
revised and in any future years affected. There was no significant accounting
judgements in the current year.
· Share Based Payments: warrants valued using Black Scholes method
In prior periods, 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 £Nil (2022: £8,520). In the prior period
£10,095 was also offset from the share premium account.
2.10 New standards and interpretations not yet adopted
New standards, amendments and interpretations adopted by the Company
The adoption of the following mentioned amendments, which were all effective for
the years beginning after 1 May 2022, have not had a material impact on the
Company's financial statements:
Standard Impact on initial application Effective date
IFRS 3 Reference to conceptual framework 1 January 2022
IAS 16 Property, plant and equipment: 1 January 2022
Proceeds before intended use
IAS 37 Provisions, contingent liabilities 1 January 2022
and contingent assets
IAS 1 Presentation of Financial statements: 1 January 2022
Classification of Liabilities as
Current or Non-Current- Deferral or
Effective date
IAS 1 Presentation of financial statements: 1 January 2022
Disclosure of accounting policies
IAS 8 Changes to accounting estimates and 1 January 2022
errors - Definition of accounting
errors
IAS 12 Income taxes - Deferred tax related 1 January 2022
to assets and liabilities arising
from a single transaction
Annual improvements to Amendments to IFRS 1, IFRS 9, IFRS 16 1 January 2022
IFRS standards 2018 and IAS 41
-2022
New standards, amendments and interpretations not yet adopted by the Company:
Standard Impact on initial application Effective date
Amendments Presentation of Financial Statements and IFRS 1 January 2023
to IAS 1 Practice Statement 2: Disclosure of Accounting
Policies
Amendments Accounting policies, Changes in Accounting 1 January 2023
to IAS 8 Estimates and Errors - Definition of Accounting
Estimates
Amendments Income Taxes - Deferred Tax related to Assets and 1 January 2023
to IAS 12 Liabilities arising from a Single Transaction
Amendments Amendments to IFRS 16 Leases: Lease Liability in a 1 January 2024
to IFRS 16 Sale and Leaseback
IAS 1 Presentation of Financial statements: 1 January 2024
Classification of Liabilities as Current or Non
-Current
IFRS 9 Financial instruments 1 January 2024
IAS 1 Presentation of financial statements - Disclosure 1 January 2024
of accounting policies
The Directors have evaluated the impact of transition to the above standards and
do not consider that there will be a material impact of transition on the
financial statements.
3. Segmental analysis
The Company manages its operations in one segment, being seeking a suitable
investment target. 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:
Year ended Period ended
30 April 2023 30 April 2022
£ £
Directors' fees (note 5) 78,088 57,976
Professional fees 165,475 220,167
Listing expenses 109,484 99,222
Other administrative expenses 36,357 66,275
Share based payments - 8,520
389,404 452,160
5. Employees
The average number of persons employed by the Company (including executive
directors) during the year was:
No. of employees
Year ended Period ended
30 April 2023 30 April 2022
Management 3 3
3 3
The aggregate payroll costs of these persons were as follows:
Year ended Period ended
30 April 2023 30 April 2022
£ £
Directors' fees 77,366 57,600
Employers NI 722 376
78,088 57,976
6. Auditor's Remuneration
Year ended Period ended
30 April 2023 30 April 2022
£ £
Fees payable to the Company's 37,000 27,500
auditor for the audit of the
Company
Fees payable to the Company's
auditor for other services:
Audit related assurance services - 1,500
Reporting accountant services 45,000 15,000
82,000 44,000
7. Taxation
Year ended Period ended
30 April 2023 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:
Year ended Period ended
30 April 2023 30 April 2022
£ £
Loss before taxation (429,657) (516,174)
Tax at the UK Corporation rate (81,634) (98,073)
of 19%
Tax effect of amounts which 7,567 13,686
are not deductible
Tax losses on which no 74,067 84,387
deferred tax asset has been
recognised
Total tax (charge)/credit - -
UK - -
Overseas - -
Total tax (charge)/credit) - -
The Company has accumulated tax losses of approximately £158,067 (2022: £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 £158,067 (2022: £84,000).
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.
Year ended Period ended
30 April 2023 30 April 2022
£ £
Loss attributable to shareholders (429,657) (516,174)
of Helium Ventures plc
Weighted number of ordinary shares 16,480,000 14,587,882
in issue
Basic & dilutive earnings per share (2.55) (3.54)
from continuing operations - 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
Year ended Period ended
30 April 2023 30 April 2022
£ £
Cash at bank 64,691 344,312
64,691 344,312
10. Trade and other receivables
Year ended Period ended
30 April 2023 30 April 2022
£ £
Prepayments 3,002 16,380
3,002 16,380
11. Trade and other payables
Year ended Period ended
30 April 2023 30 April 2022
£ £
Trade creditors 45,785 4,506
Accruals 30,000 31,779
Payroll liabilities 57,328 -
133,113 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
Cost at 30 April 2023 219,949
-
Fair value loss at 30 April 2022 (63,510)
Fair value loss at 30 April 2023 (39,830)
Fair value of Investment at 30 April 2022 156,439
Fair value of Investment at 30 April 2023 116,609
On3 November 2021, the Company acquired an investment in Blue Star Helium
Limited. The investment totalled AUD$400,000 at AUD5.6 centsper 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 year a fair value loss was recognised in the income statement
reflecting the fall in value from the last revaluation date of AUD 3.9 cents per
share at acquisition to AUD 3.1 cents per share at the date of these accounts.
The shares were initially purchased for AUD 5.6 cents per share.
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 year. The quoted market price used for
financial assets held by the Company 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 Shares ShareCapital Share Premium Total
# £ £ £
Issue of ordinary 5,000,000 50,000 - 50,000
shares on
incorporation1
Issue of ordinary 2,600,000 26,000 - 26,000
shares 2
Issue of ordinary 9,240,000 92,400 831,600 924,000
shares 3
Share issue costs - - (21,595) (21,595)
At 30 April 2022 16,840,000 168,400 810,005 978,405
At 30 April 2023 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
£
Opening balance on incorporation
Advisor warrants Issued 1 8,520
Broker warrants issued 2 10,095
At 30 April 2022 18,615
Movement in the year -
At 30 April 2023 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 £0.10 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 £0.10 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 Number of Share Exercise Expected Expected Risk Expected
of warrants Price Price volatility life free dividends
grant 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 year:
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
Issued during the year: - - -
At 30 April 2023 8,100,000 £0.05
The weighted average exercise price of the warrants exercisable at 30 April 2023
is £0.05 (2022: £0.05)
The weighted average time to expiry of the warrants as at 30 April is 1.14 years
(2022: 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.
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
Year ended Period ended
30 April 30 April
2023 2022
£ £
Investment held at fair value 116,609 156,439
through profit or loss (note
12)
Cash at bank and in hand 64,691 344,312
181,300 500,751
Financial Liabilities
Year ended Period ended
30 April 2023 30 April
£ 2022
£
Trade and other payables 133,113 36,285
133,113 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 Company 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 Company's results and financial
condition.
The table below shows the currency profiles of cash and cash equivalents:
Year ended Period ended
30 April 2023 30 April 2022
£ £
Cash and cash equivalents GBP 64,691 344,312
64,691 344,312
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 year ended 30 April 2023, 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 2023 on the basis of their earliest possible
contractual maturity.
Total Within 2 months Within
£ £ 2-6 months
£
At 30 April 2023
Trade payables 45,785 45,785 -
Accruals 30,000 30,000 -
Payroll liabilities 57,328 57,328 -
133,113 133,113 -
Total Within 2 months Within
£ £ 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
Provision of services
Orana Corporate LLP has a service agreement with the Company for the provision
of accounting, company secretarial and corporate finance services. In the year
to 30 April 2023, Orana Corporate LLP received £41,366 (2022: £50,000) for these
services from the Company.
Directors' remuneration
For details of the directors' remuneration paid in the year, see note 5.
Other than these there were no other related party transactions.
17. Ultimate Controlling Party
As at 30 April 2023 there was no ultimate controlling party of the Company.
18. Contingent liabilities
As at 30 April 2023 (2022: £0) there were no contingent liabilities for the
Company.
19. Capital Commitments
As at 30 April 2023 (2022: £0) there were no capital commitments for the
Company.
20. Events Subsequent to year end
On 21 September 2023, the Company announced that it had raised net proceeds of
£250,000 through the issue of 6,250,000 new ordinary shares of 1 pence each at
price of 4 pence per share and has issued an additional 812,500 new ordinary
shares of 1 pence each at price of 4 pence per share in relation to a placing
and a broking fee retainer.
On 9 October 2023, the proposed acquisition of Trackimo was terminated and the
Company instead entered into an agreement to subscribe for £250,000 new ordinary
shares in Trackimo with the proceeds of the recent placing. The Company will
receive a total value of £1.55 million in Trackimo shares at the Trackimo IPO
subscription price, or at price to be determined by an independent valuation of
Trackimo, if the Trackimo IPO does not proceed. Furthermore, for the Company's
continued support and assistance throughout the transaction, Trackimo has also
agreed to issue the Company an additional £100,000 new ordinary shares on
completion of the Trackimo IPO.
On 10 October 2023, the temporary suspension in the Company's shares was lifted
and trading resumed.
There are no other events of significance subsequent to the year end.
This announcement contains inside information for the purposes of the UK Market
Abuse Regulation and the Directors of the Company accept responsibility for the
contents of this announcement.
ENDS
Enquiries:
Helium Ventures plc +44 (0) 20 3475 6834
Neil Ritson
Cairn Financial Advisers LLP (AQSE Corporate Adviser) +44 (0) 20 72130 880
Liam Murray / 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.
This information was brought to you by Cision http://news.cision.com
END
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