TIDMHE1
RNS Number : 6740I
Helium One Global Ltd
06 December 2022
6 December 2022
Helium One Global Ltd
("Helium One", the "Company" or the "Group")
Annual Results
Helium One (AIM: HE1) ("Helium One" or "the Company"), the
primary helium Company with exploration licences in Tanzania is
pleased to announce the Company's audited results for the year
ended 30 June 2022.
Within the period:
-- Completion of Maiden drilling programme, delivering a proof
of concept and enabling the Company to de-risk the Rukwa Basin
-- Working helium system demonstrated at Tai-1/-1A with the
presence of good quality reservoirs, thick sealing units and
multiple helium shows
-- Commencement of Phase II exploration programme, providing the
Company with the best information available to inform the planning
and targeting for the Phase II drilling campaign
-- Significantly strengthened management team
-- Licence renewals and licence relinquishments concluded,
enabling the Company to focus on more prospective remaining
acreage, as well as saving capital
-- Signed Memorandum of Understanding with Exalo Drilling S.A. for the supply of a drilling rig
-- Letter of Intent with Baker Hughes for the supply of integrated wellsite services
-- Phase II drilling programme planned to commence Q1 2023
Ian Stalker, Chairman, commented:
"This was a significant year for the Company as we completed our
first two exploration wells in Rukwa and significantly de-risked
the Rukwa project by identifying a working helium system at our Tai
prospect. As Phase II exploration moves towards drilling, with the
potential to prove up what we believe to be a world class helium
province, Helium One is able to leverage the knowledge and
experience of the team of experts that have joined us over the
period allowing us to move more confidently into the next phase of
our development.
"I would like to thank all our staff, shareholders, local
communities and the ministers and Government of Tanzania for their
continued support as we enter what will undoubtedly be a very
exciting period for the Company and deliver what we hope will be a
commercial discovery at Rukwa."
David Minchin, CEO, commented:
"The last year has been an incredibly busy period for the
Company delivering our first drilling programme and building on the
data gained from that with our Phase II exploration programme. This
has provided us with an exceptional dataset from which we have
planned our Phase II drilling programme, targeted to commence in Q1
2023.
"As a team we are very excited about the year ahead, returning
to Tai to target the intervals that we were unable to evaluate last
year and with a view to confirm a discovery that we believe can
unlock the value of an entire province.
"I would again like to thank all our stakeholders for their
continued support and look forward to providing further updates in
due course."
A copy of the Annual Results is available on the Company's
website, www.helium-one.com .
Contact
Helium One Global Ltd +44 20 7920
David Minchin, CEO 3150
Liberum Capital Limited (Nominated
Adviser and Joint Broker)
Scott Mathieson
Ed Thomas +44 20 3100
Nikhil Varghese 2000
Peterhouse Capital Limited (Joint
Broker) +44 20 7220
Lucy Williams 9792
Tavistock (Financial PR)
Nick Elwes +44 20 7920
Tara Vivian - Neal 3150
Notes to Editors
Helium One Global, the AIM-listed Tanzanian explorer, holds
prospecting licences totalling 2,966km(2) across three distinct
project areas, with the potential to become a strategic player in
resolving a supply-constrained helium market.
The Rukwa, Balangida, and Eyasi projects are located within rift
basins on the margin of the Tanzanian Craton in the north and
southwest of the country. The assets lie near surface seeps with
helium concentrations ranging up to 10.6% He by volume. All Helium
One's licences are held on a 100% equity basis and are in close
proximity to the required infrastructure.
The Company's flagship Rukwa Project is located within the Rukwa
Rift Basin covering 1,900km(2) in south-west Tanzania. The project
is considered to be an advanced exploration project with leads and
prospects defined by a subsurface database including multispectral
satellite spectroscopy, airborne gravity gradiometry, 2D seismic
data, and QEMSCAN analysis. The Rukwa Project has been de-risked by
the 2021 drilling campaign, which identified reservoir and seal
with multiple prospective intervals from basin to near surface
within a working helium system.
Helium One is listed on the AIM market of the London Stock
Exchange with the ticker of HE1 and on the OTCQB in the United
States with the ticker HLOGF.
Chairman's Statement
The period under review has been another busy period for the
Company. On the operational front, Helium One delivered its maiden
exploration programme culminating in the milestone events of the
Company's first two exploration wells being drilled on the Rukwa
Project in Tanzania - the first drilling campaign in Africa to
target primary helium. The work undertaken in 2021 provided a proof
of concept and has enabled the Company to reduce exploration risk
in finding helium in the Rukwa Basin. The drilling carried out on
the Tai prospect demonstrated a working helium system: with good to
excellent quality reservoirs, thick sealing units, and helium gas
shows at multiple prospective intervals.
Following this the Company then commenced Phase II of its
exploration programme, building on information obtained from the
2021 campaign. This included the successful completion of a
220-line kilometre 2D seismic campaign, targeting the northern
extensions of known structural highs that are believed to act as
charge focus areas for helium migration. The Company also completed
a multispectral satellite spectroscopy study over the entire
licence area, which identified abundant near surface helium
anomalies. An Electrical Resistivity Tomography survey was also
carried out across nine lines, totalling 56-line kilometres, over
selected targets which will contribute significantly to our
understanding of potential shallow helium plays within the top 200
metres of the Rukwa basin.
All of the extensive work that the Company has completed to date
ensures that the Company has the best information available to
inform the planning and targeting for the Phase II drilling
campaign. The challenge of finding a suitable rig for Phase II
drilling was compounded by increasing demand from the large and
medium size oil and gas companies resulting in a scarcity of rigs
and ancillary well evaluation equipment available for the East
African market. These challenges have been largely overcome and the
Company has now signed a memorandum of understanding with Exalo
Drilling S.A. ("Exalo") for the supply of a drilling rig ("the
Rig") to be utilised in the Company's drilling operation on the
Rukwa licence.
In the period under review the Board continued to seek ways to
improve its Environment, Social and Governance ("ESG") impact. As
part of our ESG strategy, we will continue our ongoing engagement
with all stakeholders and governments to ensure that we operate our
business in a way that is sustainable and benefits the local
communities in which we have a presence.
During the year, the Company strengthened the team at Board
level with the appointment of Nigel Friend as an Independent
Non-Executive Director. Nigel is highly regarded in the oil and gas
sector having worked as CFO and CEO for a number of successful
companies. Given his expertise, this is a major endorsement for the
Company, its strategy and potential. His deep industry experience
and knowledge of commercialising significant gas discoveries will
be invaluable as Helium One grows.
I would like to take this opportunity to thank the Board and all
our staff for all their efforts and continued dedication in what
has been an incredibly busy period for the Company. I would also
like to thank the Government of Tanzania and the local communities
in which we operate for their continued support which has enabled
the Company to advance its operations at such a dramatic pace. We
look forward to continuing our work with them in the year ahead,
and to delivering our Phase II programme.
Finally, I would like to thank all of our shareholders for their
continued commitment and support. We believe that all the work
completed to date in the field at Rukwa assists in de-risking our
planned 2023 drilling effort. This combined information, along with
the knowledge base of our expanded team of experienced gas
professionals will allow us to run an efficient Phase II drilling
programme with the maximum chance of success and proving up what we
believe is a world class helium province. The Company is able to
leverage the vast knowledge and experience of the team of experts
it has brought together under CEO David Minchin to grow the Company
into a global explorer and producer .
Ian Stalker
Non-Executive Chairman
Chief Executive's Statement
I am pleased to be reporting on the Group's annual results for
the 12 months to 30 June 2022. The period under review has been
another busy year of considerable progress for the Group leaving
the Company poised to commence its Phase II drilling campaign.
The period to 30 June 2022 saw the Company conclude the Phase I
exploration programme at our flagship Rukwa project whilst also
commencing the Phase II programme with an infill 2D seismic
campaign over the Rukwa licence area to identify the most suitable
drill targets also completed.
Operational Review
On 11th August 2021, the Company announced the completion of
drilling at its maiden Tai-1/-1A exploration well to a total depth
(TD) of 1,121 metres. The well successfully identified helium shows
within all three target formations, including five helium show
intervals within the Karoo Group, as well as secondary targets in
the Lake Bed Formation and Red Sandstone Group.
The uppermost Karoo encountered a thick (130 metres) claystone
sequence, demonstrating seal presence which is supported by the
interpretation of the 2D seismic data. Wireline logging of the
uppermost Karoo also indicated good reservoir potential with 15-20%
porosity.
Unfortunately, due to poor downhole conditions, it was not
possible to log the full Karoo sequence. Borehole washouts
associated with interbedded sand-claystone sequences resulted in a
series of ledges developing in the wellbore. The wireline tools
subsequently became hung-up on these ledges and, after several
attempts to clean the hole, the Company was unable to progress the
tools beyond 880 metres.
Without wireline data it was not possible for the Company to
assess the helium gas-bearing potential of the deeper, thicker,
reservoir intervals which had demonstrated helium shows in the main
Karoo Group. As no free gas was identified, and due to safety
concerns caused by the deteriorated hole conditions, no drill stem
test was conducted, and no samples of brine or gas were recovered
to surface.
Whilst Helium One is disappointed not to have identified free
gas within the Karoo Group of Tai-1/-1A, data acquired from this
well significantly enhanced the Company's understanding of the
helium system in the Rukwa Rift Basin. By encountering helium shows
in the Lake Bed Formation, Red Sandstone Group and Karoo Group,
combined with QEMSCAN and petrophysical analysis confirming the
presence of a seal and demonstrating good reservoir potential, the
Board are encouraged that we have identified a working helium
system in the Rukwa Rift Basin.
The Company subsequently spudded the Tai-2 exploration well on
17th August 2021. The well, despite not identifying helium gas,
provided further valuable information on shallow trapping
potential. The aim of this well was to target the continuation of a
2.2% helium show identified in a sandstone interval at 70.5 metres
in Tai-1. Wireline logging of Tai-2 demonstrated a continuous clay
over this interval, suggesting that the sandstone unit identified
in Tai-1 pinched out but provides evidence for vertical and lateral
seal potential in any Lake Bed targets.
Operations at the Rukwa project continued with the announcement
on 1st November 2021 of the commencement of the Company's Phase II
2D Seismic campaign. The 200-line kilometre 2D seismic campaign
targeted the northern extensions of known structural highs that act
as a focus for helium charge. Following encouraging early results,
the Company decided to extend the survey with an additional 20-line
kilometres of 2D Seismic to secure additional data over preliminary
leads close to the Momba River.
Seismic acquisition parameters and line layout were based on the
integration of data from the Phase I 2D seismic, the Company's
Airborne Gravity Gradiometry dataset, remote sensing of surface
helium anomalies utilising Sentinel-2 satellite data, and Helium
One's technical understanding of charge and migration developed
from Tai-1/-1A drilling results.
Phase II 2D Seismic was positioned further northwards into the
basin than the Phase I 2D Seismic, which was limited to areas of
prospectivity close to the basin margin and to target depths of
<2500 metres. By advancing Phase II 2D Seismic investigation
northward and targeting extensions of known structural highs and
charge focus points, the Company's aim was to identify targets with
a lower charge risk and target depths down to 2500 metres for
testing with a conventional drill rig.
In January this year, Company announced the results of a
Multispectral Satellite Spectroscopy ("MSS") study providing a
heat-map for helium at surface across the Company's entire licence
area. The study identified abundant helium anomalies indicating
widespread helium charge and migration across the Rukwa, Eyasi and
Balangida Rift Basins. The Company's Phase II exploration programme
continued in February with the Electrical Resistivity Tomography
("ERT") survey over priority areas identified from Phase I and
Phase II 2D seismic, as well as investigating surface helium
anomalies identified in the MSS study. The ERT survey was designed
to identify resistivity anomalies within the ultra-shallow zone
(<200m), allowing a better understanding of near surface geology
which is poorly resolved by seismic.
Also in February, the results of the Quantitative Evaluation of
Minerals by Scanning Electron Microscopy ("QEMSCAN") study on drill
cuttings collected from the Tai-1/-1A wells at its Rukwa (100%)
project area were announced. These results indicated good to
excellent quality reservoir, demonstrating clean sands with very
low clay content, whilst also confirming the presence of thick
claystone units at the Top Karoo Group and Base Lake Bed Formation,
as well as multiple intraformational claystone units.
Following the evaluation of all the data gained in the Phase I
and Phase II exploration program, Helium One plans to commence
Phase II exploration drilling operations at the Tai prospect which
is the most advanced of all leads and prospects identified in the
1,898 km(2) Rukwa Basin.
The Subsurface team selected the Tai prospect as their primary
Phase II exploration target given the new data from the Phase II 2D
Seismic campaign. This interpretation has not only provided
improved resolution over the Tai structural closure but has also
identified a newly defined closure in the Lake Beds which was not
previously targeted.
Drilling at Tai is supported by stratigraphic information from
the 2021 drilling campaign. QEMSCAN analysis on cuttings has
provided additional information on reservoir distribution,
mineralogy, seal potential and grain size distribution of the
entire sedimentary sequence at Tai-1/-1A, indicating good to
excellent quality reservoir. This data also confirms the presence
of a thick claystone unit at the top of the Karoo Group as well as
the presence of intraformational claystone and calcrete interbeds
within the Lake Bed Formation.
The Tai prospect is further understood by the identification of
multiple helium shows (helium identified in drilling mud) across
all formations but which the Company was unable to log or test with
wireline equipment. With a robust structural closure, detailed
information on reservoir and seal, and the identification of
subsurface helium which proves a working helium system. Tai is the
lowest risked prospect in Helium One's current AOI of the Rukwa
Basin. Given this, Tai will be the focus of the Company's
exploration expenditure with a primary objective of proving a
discovery in the 2023 campaign.
The Company has now signed a memorandum of understanding ("MoU")
with Exalo Drilling S.A. (ORLEN Group) ("Exalo") for the supply of
a drilling rig ("the Rig") to be utilised in the Company's drilling
operation on the Rukwa licence, with a target spud date of Q1 2023
subject to the necessary funding for the drilling programme being
in place.
Exalo Drilling (ORLEN Group) is a one of Europe's leading
onshore drilling contractors with a fleet of 35 drilling rigs
allowing for well drilling up to 8000m of depth. Exalo Drilling is
a global brand with branches in Pakistan, Tanzania, Kazakhstan,
Czech Republic, Chad, and a subsidiary in Ukraine. The company has
over 70 years' experience operating in countries throughout Europe,
Africa, and Asia and are known internationally for the delivery of
high-quality drilling and oilfield services.
The Rig will be released from southern Africa on completion of
current operations. Thereafter, subject to final contract
negotiations and dependent on local ground conditions, the Rig will
mobilise directly to operations in Rukwa. The Rig can be broken
down into 28 tonne loads for ease of transportation, allowing for
year-round transportation in a range of weather and road
conditions.
The Rig was Helium One's first choice during research following
the 2021 drill campaign but had already been contracted for
operations elsewhere. As the Rig is already engaged in drilling
activities that exceed the total depth anticipated at Rukwa there
is no requirement for an independent rig audit.
The Baker Hughes integrated service package will be transported
from the same location and at the same time as the Exalo 202 Rig,
meaning that drilling operations will be able to begin as soon as
the Rig is in place and accepted as ready to commence.
Drilling will target the Tai prospect where Phase II 2D Seismic
provided improved resolution over a robust structural closure at
Karoo level, and also identified a newly defined closure in the
Lake Beds which was not previously tested. With 2021 drilling
providing detailed information on reservoir and seal, and the
identification of subsurface helium on multiple horizons which
proves a working helium system, the Company is confident that Tai
prospect gives the best opportunity to make an economic discovery
that unlocks the potential of the Rukwa helium province.
Licence Area Evaluation
Helium One submitted licence renewal applications over 12 of its
licences which were due for second renewal during September and
October 2022.
As part of the renewal process, Helium One conducted a review of
all the Company's licences held with a view to fully or partially
relinquish licences that were not considered to be prospective for
helium.
Prior to renewal, Helium One holds a prospecting licence
footprint in the Rukwa Rift Basin totalling 3,448 km(2) . Following
review two PLs were fully relinquished (PL10728/2015 and
PL10711/2015), and a further six were partially relinquished
(PL10727/2015, PL10712/2015, PL10710/2015, PL10725/2015,
PL10709/2015 and PL10686/2015). The others remained unchanged. This
combined relinquished area totals 1,549.27 km(2) saving
approximately $309,000 per year in licence fees.
The Helium One technical team selected the chosen areas for
relinquishment based on the following criteria:
-- inaccessible offshore areas with no, or poorly, defined exploration leads;
-- onshore areas with no, or poorly, defined exploration leads; and
-- onshore areas on outcropping basement i.e. no sediment fill
therefore deemed to be non-prospective
Retained areas were selected based on the following
criteria:
-- existing prospective areas with 2D seismic data coverage;
-- offshore areas with well-defined leads, i.e. defined by
multiple seismic interpreters, and supported by gravity - magnetic
data; and
-- onshore areas with well-defined leads and prospects in areas with known surface helium seeps
By relinquishing portions of our licenced acreage, Helium One
can eliminate those areas deemed to be non-prospective and ensure
future work programmes are focussed more effectively on the
remaining, higher ranked acreage that is leased.
Historically, expenditure on the licence areas has been
capitalized on the Company's balance sheet as an intangible asset.
The Board undertakes an annual review of the carrying value of the
Group's intangible assets and as a result of the relinquishment,
the value of the intangible assets has been impaired by the total
of the expenditure on the relinquished areas. The total impairment
charge for the year is $8,520,929.
Financial results for the year ended 30 June 2022
For the year to 30 June 2022 the Group recorded a total
comprehensive loss attributable to shareholders of the Company of
$13,356,151 an increase compared with $5,155,028 for the year to 30
June 2021. The largest contributor to the total comprehensive loss
was the impairment loss of $8,520,929 on the relinquishment of
licences as detailed in note 12 to the financial statements.
The Group's net assets as at 30 June 2022 were $18,033,568 in
comparison with $28,536,258 at 30 June 2021. The decrease is due to
the impairment of the exploration assets as a result of the
relinquishment of licence areas. At 30 June 2022, the Group cash
position was $4,906,153.
Outlook
Helium remains an irreplaceable technology commodity in supply
crisis: the Board believes that Helium One may have a significant
asset which can help resolve this crisis. The year ahead promises
to be another busy and very significant period for the Company as
we deliver our Phase II drilling programme as we look to deliver a
commercial discovery at our Rukwa Project. We have a strong and
highly experienced management team clearly focussed on delivering a
discovery at Rukwa.
I would like to take this opportunity to thank all our staff who
have again worked so hard this year as well as the local
communities and the Government ministries that have continued to
work with us and support us enabling us to continue to drive our
programme forward. Lastly, I would also like to thank all of our
shareholders for their continued support and look forward to
providing further updates as we progress our Phase II exploration
programme.
David Minchin
Chief Executive Officer
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE
INCOME
For the year ended 30 June 2022
Year ended Year ended
Note 30 June 30 June
2022 2021
$ $
Continuing Operations
Revenue - -
------------ ------------
Administrative expenses 6 (4,664,694) (2,888,177)
Impairments 5 (8,701,875) (2,277,196)
Other income 10,418 21,314
Other gains and losses - 12,865
Operating loss (13,356,151) (5,131,194)
Finance costs 8 - (23,834)
Loss for the year before taxation (13,356,151) (5,155,028)
Taxation 9 - -
------------ ------------
Loss for the year from continuing
operations (attributable to
the equity holders of the parent) (13,356,151) (5,155,028)
Items that may be reclassified
subsequently to profit and
loss:
Exchange difference on translation
of foreign operations (875,055) 138,745
Total comprehensive loss for
the year (attributable to the
equity holders of the parent) (14,231,206) (5,016,283)
------------ ------------
Earnings per share:
------------ ------------
Basic and diluted earnings
per share (cents) 10 (2.17)c (1.33)c
------------ ------------
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 30 June 2022
30 June 2022 30 June
2021
Note $ $
ASSETS
Non-current assets
Intangible assets 12 11,758,362 13,061,285
Property, Plant & Equipment 13 7,760 5,252
Other receivables 15 1,210,352 584,702
------------- ------------
Total non-current assets 12,976,474 13,651,239
Current assets
Inventory 14 117,878 224,879
Trade and other receivables 15 644,336 64,282
Cash and cash equivalents 16 4,906,153 15,802,111
------------- ------------
Total current assets 5,668,367 16,091,272
Total assets 18,644,841 29,742,511
------------- ------------
LIABILITIES
Current liabilities
Trade and other payables 17 (611,273) (1,206,253)
------------- ------------
Total liabilities (611,273) (1,206,253)
------------- ------------
Net assets 18,033,568 28,536,258
============= ============
EQUITY
Share premium 18 43,061,318 42,660,713
Other reserves 20 2,587,348 601,884
Retained earnings (27,615,098) (14,726,339)
------------- ------------
Total equity 18,033,568 28,536,258
============= ============
The financial statements were approved and authorised for issue
by the Board of Directors on 5 December 2022 and were signed on its
behalf by:
David Minchin
Director and Chief Executive Officer
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 30 June 2022
Share Other reserves Retained
premium earnings Total
Note $ $ $ $
--------------------------------- ----------- --------------------- -------------- -------------
Balance as at 1 July 2020 17,879,884 (524,737) (9,571,311) 7,783,836
----------- --------------------- -------------- -------------
Comprehensive income
Loss for the year - - (5,155,028) (5,155,028)
Currency translation differences 138,745 - 138,745
----------- --------------------- -------------- -------------
Total comprehensive loss
for the year - 138,745 (5,155,028) (5,016,283)
Transactions with owners
recognised directly in equity
Issue of ordinary shares
18 21,700,000 - - 21,700,000
Issue of ordinary shares
- for CLNs...18 823,836 823,836
Issue of ordinary shares
related to asset acquisition 2,299,416 - - 2,299,416
Issue of ordinary shares
- for fees/services 570,758 - - 570,758
Cost of share issue (1,458,273) (1,458,273)
Share based payments - 987,876 - 987,876
Warrants and options exercised
during the year 845,092 - - 845 , 092
----------- --------------------- -------------- -------------
Total transactions with
owners 24,780,829 987,876 - 25,768,705
----------- --------------------- -------------- -------------
Balance as at 30 June 2021 42,660,713 601,884 (14,726,339) 28,536,258
----------- --------------------- -------------- -------------
Balance as at 1 July
2021 42,660,713 601,884 (14,726,339) 28,536,258
Comprehensive income
Loss for the year - - (13,356,151) (13,356,151)
Currency translation differences - (875,055) - (875,055)
---------- --------- ------------ ------------
Total comprehensive loss
for the year - (875,055) (13,356,151) (14,231,206)
---------- --------- ------------ ------------
Transactions with owners
recognised directly in equity
Issue of ordinary shares
- for fees/services 18 260,965 - - 260,965
Share based payments - 3,327,911 - 3,327,911
Warrants and options expired
during the year - (18,980) 18,980 -
Warrants and options exercised
during the year 139,640 (448,412) 448,412 139,640
Total transactions with
owners 400,605 2,860,519 467,392 3,728,516
---------- --------- ------------ ------------
Balance as at 30 June
2022 43,061,318 2,587,348 (27,615,098) 18,033,568
---------- --------- ------------ ------------
CONSOLIDATED CASH FLOW STATEMENT
For the year ended 30 June 2022
30 June 2022 30 June
2021
Note $ $
-------------------------------------------- ------ -------------- ------------
Cash flows from operating activities
Loss before taxation (13,356,151) (5,155,028)
Adjustments for:
Depreciation and amortisation 13 4,896 701
Share-based payments 3,327,911 526,081
Shares issued for services 260,965 570,758
Net finance costs 8 - 23,863
Impairment on acquisition 11 - 2,277,196
Impairment of intangibles 12 8,520,929 -
Increase in trade and other receivables (1,205,704) (33,041)
(Decrease)/increase in trade and
other payables (594,980) 153,840
Decrease in inventories 14 107,001 (224,879)
Foreign exchange (560,434) (96,792)
-------------- ------------
Net cash outflows from operating
activities (3,495,567) (1,957,328)
-------------- ------------
Investing activities
Cash from acquisitions 11 - 246,509
Purchase of property, plant, and
equipment 13 (7,404) (5,953)
Exploration and evaluation activities 12 (7,218,006) (5,096,098)
-------------- ------------
Net cash used in investing activities (7,225,410) (4,855,542)
-------------- ------------
Financing activities
Proceeds from issue of share capital 18 - 21,700,000
Proceeds from exercise of warrant
options 18 139,640 845,092
Proceeds from borrowings 17 - 750,000
Cost of share issue - (881,271)
-------------- ------------
Net cash generated from financing
activities 139,640 22,413,821
-------------- ------------
Net increase in cash and cash equivalents (10,581,337) 15,600,951
Cash and cash equivalents at beginning
of year 15,802,111 212,132
Exchange movement on cash (314,621) (10,972)
-------------- ------------
Cash and cash equivalents at end
of year 16, 27 4,906,153 15,802,111
-------------- ------------
Major non-cash transactions:
On 4 December 2020 the Company acquired all the assets and
liabilities of the Attis Group for a total consideration of
$2,299,416 via the issue of 62,281,048 ordinary shares in the
Company (see note 11). Other significant non-cash transactions are
as detailed in the Intangible note 12, Share premium note 18 and
Share-based payments in note 19.
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2022
1. General Information
The principal activity of Helium One Global Limited (the
'Company') (formerly Helium One Limited) and its subsidiaries
(together the 'Group') is the exploration and development of helium
gas resources. The Company is incorporated and domiciled in the
British Virgin Islands. The address of its registered office is P.O
Box 957, Offshore Incorporations Centre, Road Town, Tortola,
British Virgin Islands. The Company is exempt from preparing
separate parent company financial statements for the year ended 30
June 2022 in line with BVI Business Companies Act 2004.
Following amalgamation with Attis Oil and Gas ("Attis") as
approved at the Extraordinary General Meeting held on the 25th of
November 2020, the Company's ordinary shares were admitted to
trading on the Alternative Investment Market (AIM) of the London
Stock Exchange under the ticker 'HE1'. The Company is also listed
on the OTCQB market with the ticker HLOGF and is quoted on Böurse
Frankfurt with symbol 9K3.
2. Functional and presentational currency
The determination of an entity's functional currency is assessed
on an entity-by-entity basis. A company's functional currency is
defined as the currency of the primary economic environment in
which the entity operates. The functional currency of the Parent
Company is the US Dollar, because it operates in the BVI, where the
majority of its transactions are in US dollars. The functional
currencies of its subsidiaries are the US dollar, because the
majority of their transactions by value are in US dollars.
The presentational currency of the Group for year ended 30 June
2022 is US dollars. The presentational currency is an accounting
policy choice.
3. Summary of Significant Accounting policies
The principal accounting policies that have been used in the
preparation of these consolidated financial statements are set out
below. These policies have been consistently applied unless
otherwise stated.
Basis of preparation
The consolidated financial statements have been prepared in
accordance with International Financial Reporting Standards (IFRS)
and IFRS Interpretations Committee (IFRS IC) interpretations as
adopted by the European Union applicable to companies under IFRS
and in accordance with AIM Rules. The financial statements are
prepared on the historical cost basis or the fair value basis where
the fair valuing of relevant assets or liabilities has been
applied.
The preparation of financial statements in conformity with IFRS
requires management to make judgements, estimates and assumptions
that affect the application of policies and reported amounts of
assets and liabilities, income and expenses. The estimates and
associated assumptions are based on historical experience and
factors that are believed to be reasonable under the circumstances,
the results of which form the basis of making judgements about
carrying values of assets and liabilities that are not readily
apparent from other sources. Actual results may differ from these
estimates.
The estimates and underlying assumptions are reviewed on an
ongoing basis. Changes in accounting estimates may be necessary if
there are changes in the circumstances on which the estimate was
based, or as a result of new information or more experience. Such
changes are recognised in the period in which the estimate is
revised.
New and amended standards adopted by the Group
There were no new or amended accounting standards that required
the Group to change its accounting policies
for the year ended 30 June 2022.
New Accounting Standards issued but not yet effective
The standards and interpretations that are relevant to the
Group, issued, but not yet effective, up to the date of the
Financial Statements are listed below. The Group intends to adopt
these standards, if applicable, when they become effective.
Standard Impact on initial application Effective
date
--------------------- ----------------------------------- ----------
IFRS 17 Insurance Contracts 1 January
2023
IFRS 10 and IAS 28 Long term interests in associates Unknown
(Amendments) and joint ventures
Amendments to IAS 1 Classification of Liabilities 1 January
as current or non-current 2023
Amendments to IAS 1 Disclosure of accounting policies 1 January
2023
Amendments to IAS 8 Definition of accounting estimates 1 January
2023
Amendments to IAS 12 Deferred tax related to assets 1 January
and liabilities arising from 2023
a single transaction
The Directors have evaluated the impact of transition to the
above standards and do not consider that there will be a material
impact on the Group's results or shareholders' funds.
Basis of consolidation
Subsidiaries
Subsidiaries are entities controlled by the Group. The Group
controls an entity when it is exposed to, or has rights to,
variable returns from its involvement with the entity and could
affect those returns through its power over the entity. The
financial statements of subsidiaries are included in the
consolidated financial statements from the date on which control
commences until the date on which control ceases.
The investments in subsidiaries held by the Company are valued
at cost less any provision for impairment that is considered to
have occurred, the resultant loss being recognised in the income
statement.
The consolidated financial statements incorporate the financial
statements of the Company and its subsidiaries up to 30 June
2022.
Transactions eliminated on consolidation
Intra-group balances and transactions, and any unrealised income
and expenses (except for foreign currency transaction gains or
losses) arising from intra-group transactions, are eliminated.
Unrealised losses are eliminated in the same way as unrealised
gains, but only to the extent that there is no evidence of
impairment.
Foreign currency transactions
Transactions in foreign currencies are translated into the
respective functional currencies of Group companies at the exchange
rates at the dates of the transactions. Monetary assets and
liabilities denominated in foreign currencies are translated into
the functional currency at the exchange rate at the reporting date.
Non-monetary assets and liabilities that are measured at fair value
in a foreign currency are translated into the functional currency
at the exchange rate when the fair value was determined.
Non-monetary items that are measured based on historical cost in a
foreign currency are translated at the exchange rate at the date of
the transaction. Foreign currency differences are recognised in
profit or loss and presented on the statement of comprehensive
income.
However, foreign currency differences arising from the
translation of the following items are recognised in OCI:
- An investment in equity securities designated as at FVOCI
(except on impairment, in which case foreign currency differences
that have been recognised in OCI are reclassified to profit or
loss).
- A financial liability designated as a hedge of the net
investment in a foreign operation to the extent that the hedge is
effective.
Foreign operations
The assets and liabilities of foreign operations and fair value
adjustment arising on acquisition, are translated into United
States Dollars at the exchange rates at the dates of the
transactions. Foreign currency differences are recognised in OCI
and accumulated in the translation reserve, except to the extent
that the translation difference is allocated to OCI. When a foreign
operation is disposed of in its entirety or partially such that
control, significant influence or joint control is lost, the
cumulative amount in the translation reserve related to that
foreign operation is reclassified to profit or loss as part of the
gain or loss on disposal.
If the Group disposes of part of its interest in a subsidiary
but retains control, then the relevant proportion of the cumulative
amount is reattributed to OCI. When the Group disposes of only part
of an associate or joint venture while retaining significant
influence or joint control, the relevant proportion of the
cumulative amount is reclassified to profit or loss.
Going concer n
The consolidated financial statements have been prepared on a
going concern basis. The Group incurred a net loss of $13,356,151
and incurred an operating cash outflows of $3,495,567 and is not
expected to generate any revenue or positive cash flows from
operations in the next 12 months from the date at which these
consolidated financial statements were approved. In assessing
whether the going concern assumption is appropriate, the Directors
have taken into account all relevant available information about
the current and future position of the Group, including current
level of resources and the required level of spending on
exploration and evaluation activities. As part of their assessment,
the Directors have also taken into account the ability to raise
additional funding whilst maintaining sufficient cash resources to
meet all commitments.
The Group meets its working capital requirements from its cash
and cash equivalents. The Group is pre-revenue and to date the
Group has raised finance for its activities through the issue of
equity. The Group has $4,906,153 of cash and cash equivalents at 30
June 2022. The Group's ability to meet operational objectives and
general overheads is reliant on raising further capital in the near
future.
The Directors are confident that further funds can be raised and
it is appropriate to prepare the consolidated financial statements
on a going concern basis, however there can be no certainty that
any fundraise will complete or be sufficient to meet the Group's
future obligations . These conditions indicate existence of a
material uncertainty related to events or conditions that may cast
significant doubt about the Group's ability to continue as a going
concern, and, therefore, that it may be unable to realise its
assets and discharge its liabilities in the normal course of
business. There consolidated financial statements do not include
the adjustments that would be required if the Group could not
continue as a going concern.
Cash and cash equivalents
Cash includes petty cash and cash held in current bank accounts.
Cash equivalents include short-term investments that are readily
convertible to known amounts of cash and which are subject to
insignificant risk of changes in value.
Property, plant, and equipment
Property, plant, and equipment are stated at cost, less
accumulated depreciation, and any provision for impairment
losses.
Depreciation is charged on each part of an item of property,
plant, and equipment to write off the cost of assets less the
residual value over their estimated useful lives, using the
straight-line method. Depreciation is charged to the income
statement. The estimated useful lives are as follows:
Office equipment - 2 years
There was no depreciation charge for the field equipment in the
year as this was fully depreciated in the financial year ended 30
June 2019.
Expenses incurred in respect of the maintenance and repair of
property, plant and equipment are charged against income when
incurred. Refurbishments and improvements expenditure, where the
benefit is expected to be long lasting, is capitalised as part of
the appropriate asset.
An item of property, plant and equipment ceases to be recognised
upon disposal or when no future economic benefits are expected from
its use or disposal. Any gain or loss arising on cessation of
recognition of the asset (calculated as the difference between the
net disposal proceeds and the carrying amount of the asset) is
included in the income statement in the year the asset ceases to be
recognised.
Intangible assets - Exploration and Evaluation assets
The Group applies the full cost method of accounting for
Exploration & Evaluation ('E&E') costs, having regard to
the requirements of IFRS 6 Exploration for and Evaluation of
Mineral Resources. Under the full cost method of accounting, costs
of exploring for and evaluating mineral resources are accumulated
by reference to appropriate cost centres being the appropriate
licence area and /or licence areas held under licence agreements. A
licence agreement grants the right to explore and evaluate mineral
resources, and to acquire the licences later at the discretion of
the licence holder. Exploration and evaluation assets are tested
for impairment as described further below. Where appropriate,
licences may be grouped into a cost pool.
All costs associated with E&E are initially capitalised as
E&E assets, including payments to acquire the legal right to
explore, costs of technical services and studies, seismic
acquisition, exploratory drilling, and testing.
Exploration and evaluation costs include directly attributable
overheads together with the cost of materials consumed during the
exploration and evaluation phases. Costs incurred prior to having
obtained the legal right to explore an area are expensed directly
to profit and loss as they are incurred.
E&E Costs are not amortised prior to the conclusion of
appraisal activities.
E&E costs assets related to each exploration licence or pool
of licences are carried forward until the existence (or otherwise)
of commercial reserves has been determined. Once the technical
feasibility and commercial viability of extracting a mineral
resource is demonstrable, the related E&E assets are assessed
for impairment on an individual licence or cost pool basis, as
appropriate, as set out below and any impairment loss is recognised
in profit and loss. The carrying value, after, any impairment loss,
of the relevant E&E assets is then reclassified as Property,
Plant and Equipment.
E&E assets are assessed for impairment when facts and
circumstances suggest that the carrying amount may exceed its
recoverable amount. Such indicators include, but are not limited
to, those situations outlined in paragraph 20 of IFRS 6 Exploration
for and Evaluation of Mineral resources and include the point at
which a determination is made as to whether commercial reserves
exist.
The aggregate carrying value is compared against the expected
recoverable amount, by reference to the present value of future
cash flows expected to be derived from production of commercial
reserves.
When a licence or pool of licences is abandoned or there is no
planned future work, the costs associated with the respective
licences are written off in full.
Any impairment loss is recognised in profit and loss and
separately disclosed.
The Group considers each licence, or where appropriate pool of
licences, separately for purposes of determining whether impairment
of E&E assets has occurred.
Impairment
All capitalised exploration and evaluation assets and property,
plant and equipment are monitored for indications of impairment.
Where a potential impairment is indicated, assessment is made for
the group of assets representing a cash generating unit.
In accordance with IFRS 6 the Group firstly considers the
following facts and circumstances in their assessment of whether
the Group's exploration and evaluation assets may be impaired,
whether:
- the period for which the Group has the right to explore in a
specific area has expired during the period or will expire in the
near future, and is not expected to be renewed;
- unexpected geological occurrences render the resource uneconomic;
- a significant fall in realised prices or oil and gas price
benchmarks render the project uneconomic; or
- an increase in operating costs occurs.
If any such facts or circumstances are noted, the Group perform
an impairment test in accordance with the provisions of IAS 36.
The aggregate carrying value is compared against the expected
recoverable amount of the cash generating unit. The recoverable
amount is the higher of value in use and the fair value less costs
to sell. An impairment loss is reversed if the assets or
cash-generating unit's recoverable amount exceeds its carrying
amount. A reversal of impairment loss is recognised in the profit
or loss immediately.
Provisions
A provision is recognised in the Statement of Financial Position
when the Group or Company has a present legal or constructive
obligation because of a past event, and it is probable that an
outflow of economic benefits will be required to settle the
obligation. If the effect is material, provisions are determined by
discounting the expected future cash flows at a pre-tax rate that
reflects current market assessments of the time value of money and,
where appropriate, the risks specific to the liability.
Taxation
There is no current tax payable in view of the losses incurred
to date.
Deferred income taxes are calculated using the Statement of
Financial Position liability method on temporary differences.
Deferred tax is provided on the difference between the carrying
amounts of assets and liabilities and their tax bases. However,
deferred tax is not provided on the initial recognition of goodwill
or on the initial recognition of an asset or liability unless the
related transaction is a business combination or affects tax or
accounting profit. Deferred tax on temporary differences associated
with shares in subsidiaries and joint ventures is not provided if
reversal of these temporary differences can be controlled by the
Company and it is probable that reversal will not occur in the
foreseeable future. In addition, tax losses available to be carried
forward as well as other income tax credits to the Company are
assessed for recognition as deferred tax assets.
Deferred tax liabilities are provided in full, with no
discounting. Deferred tax assets are recognised to the extent that
it is probable that the underlying deductible temporary differences
will be able to be offset against future taxable income. Current
and deferred tax assets and liabilities are calculated at tax rates
that are expected to apply to their respective period of
realisation, provided they are enacted or substantively enacted at
the Statement of Financial Position date.
Changes in deferred tax assets or liabilities are recognised as
a component of tax expense in the income statement, except where
they relate to items that are charged or credited directly to
equity, in which case the related current or deferred tax is also
charged or credited directly to equity.
Inventory
Inventory is valued at the lower of cost and net realisable
value. The cost of inventories is based on the cost of the
consumable and cost of transport to the site where stored. Net
realisable value is estimated selling price in the ordinary course
of business, less costs related to selling the inventory.
For other inventories, cost is determined on a weighted average
basis (for fuel and chemicals) or a specific identification basis
(for spares and supplies), including the cost of direct material
and (where applicable) direct labour and a proportion of overhead
expenses. Items are classified as spares and supplies inventory
where they are either standard parts, easily resalable or available
for use on non-specific campaigns, and as intangible exploration
and evaluation assets where they are specific parts intended for
specific projects. Net realisable value is determined by an
estimate of the price that could be realised through resale or
scrappage based on its condition at the balance sheet date.
Equity
Equity comprises the following:
1. "Share premium" represents the total value of equity shares
issued (there is no par value) net of expenses of the share
issues.
2. "Other reserves" includes the following:
a. the "Merger reserve" arose on the acquisition of CJT Ventures
Limited. There have been no movements in the reserve since
acquisition.
b. the "Share option reserve" represent the fair values of share
options and warrants issued and
c. the "Foreign exchange reserve" represents the cumulative
translation difference on the net assets of the subsidiaries
3. "Retained reserves" include all current and prior year
results, including fair value adjustments on financial assets, as
disclosed in the consolidated statement of comprehensive
income.
Share Issue Costs
Incremental costs directly attributable to the issue of ordinary
shares are recognised as a deduction from equity.
Share-based payments
The Company awards share options to certain Directors and
employees to acquire shares of the Company. Additionally, the
Company has issued warrants to providers of equity finance.
Warrants issued as part of Share Issues have been determined as
equity instruments under IAS 32. Since the fair value of the shares
issued at the same time is equal to the price paid, these warrants,
by deduction, are considered to have been issued at nil value.
All goods and services received in exchange for the grant of any
share-based payment is measured at their fair values in accordance
with IFRS 2. Where employees are rewarded using share-based
payments, the fair values of employees' services are determined
indirectly by reference to the fair value of the instrument granted
to the employee.
The fair value is appraised at the grant date and excludes the
impact of non-market vesting conditions. Fair value is measured by
use of the Black Scholes model. The expected life used in the model
has been adjusted, based on management's best estimate, for the
effects of non-transferability, exercise restrictions, and
behavioural considerations. All equity-settled share-based payments
are recognised as an expense in the income statement with a
corresponding credit to "other reserves."
If vesting periods or other non-market vesting conditions apply,
the expense is allocated over the vesting period, based on the best
available estimate of the number of share options expected to vest.
Estimates are subsequently revised if there is any indication that
the number of share options expected to vest differs from previous
estimates. Any cumulative adjustment prior to vesting is recognised
in the current period. No adjustment is made to any expense
recognised in prior years if share options exercised are different
to that estimated on vesting. Upon exercise of share options, the
proceeds received net of attributable transaction costs are
credited to share premium.
A gain or loss is recognised in profit or loss when a financial
liability is settled through the issuance of the Company's own
equity instruments. The amount of the gain or loss is calculated as
the difference between the carrying value of the financial
liability extinguished and the fair value of the equity instrument
issued. A gain or loss is recognised in profit or loss on the
expiry of a financial liability. The amount of the gain or loss is
calculated as the difference between the carrying value of the
expired financial liability and the fair value of the equity
instrument issued.
Financial instruments
Financial assets
Classification
The Group's financial assets consist of financial assets held at
amortised cost. The classification depends on the purpose for which
the financial assets were acquired. Management determines the
classification of its financial assets at initial recognition.
Financial assets held at 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. Any gain or loss arising
on derecognition is recognised directly in the profit or loss and
presented in other gain/ (losses) together with foreign exchange
gains and losses. Impairment losses are presented as a separate
line item in the statement of profit or loss.
They are included in current assets, except for maturities
greater than 12 months after the reporting date, which are
classified as non-current assets. The Group's financial assets at
amortised cost comprise trade and other current assets and cash and
cash equivalents at the year-end.
Recognition and measurement
Regular purchases and sales of financial assets are recognised
on the trade date - the date on which the Group commits to
purchasing or selling the asset. Financial assets are initially
measured at fair value plus transaction costs. Financial assets are
de-recognised when the rights to receive cash flows from the assets
have expired or have been transferred, and the Group has
transferred substantially all of the risks and rewards of
ownership.
Financial assets are subsequently carried at amortised cost
using the effective interest method.
Impairment of financial assets
The Group assesses, on a forward-looking basis, the expected
credit losses associated with its financial assets carried at
amortised cost. For trade and other receivable due within 12 months
the Group applies the simplified approach permitted by IFRS 9.
Therefore, the Group does not track changes in credit risk, but
rather recognises a loss allowance based on the financial asset's
lifetime expected credit losses at each reporting date.
A financial asset is impaired if there is objective evidence of
impairment as a result of one or more events that occurred after
the initial recognition of the asset, and that loss event(s) had an
impact on the estimated future cash flows of that asset that can be
estimated reliably. The Group assesses at the end of each reporting
period whether there is objective evidence that a financial asset,
or a group of financial assets, is impaired.
The criteria that the Group uses to determine that there is
objective evidence of an impairment loss include:
-- Significant financial difficulty of the issuer or obligor;
-- A breach of contract, such as a default or delinquency in
interest or principal repayments;
-- The Group, for economic or legal reasons relating the
borrower's financial difficulty, granting the borrower a concession
that the lender would not otherwise consider; and
-- It becomes probable that the borrower will enter bankruptcy
or other financial reorganisation.
The Group first assesses whether objective evidence of
impairment exists.
The amount of the loss is measured as the difference between the
asset's carrying amount and the present value of estimated future
cash flow (excluding future credit losses that have not been
incurred), discounted at the financial asset's original effective
interest rate. The asset's carrying amount is reduced and the loss
is recognised in profit or loss.
If, in a subsequent period, the amount of the impairment loss
decreases and the decrease can be related objectively to an event
occurring after the impairment was recognised (such as an
improvement in the debtor's credit rating), the reversal of the
previously recognised impairment loss is recognised in profit or
loss.
Financial liabilities at amortised cost
Trade payables are obligations to pay for goods or services that
have been acquired in the ordinary course of business from
suppliers. Accounts payable are classified as current liabilities
if payment is due within one year or less. If not, they are
presented as non-currently liabilities.
Trade payables are recognised initially at fair value, and
subsequently measured at amortised cost using the effective
interest method.
Other financial liabilities are initially measured at fair
value. They are subsequently measured at amortised cost using the
effective interest method.
Financial liabilities are de-recognised when the Group's
contractual obligations expire or are discharged or cancelled.
4. Critical accounting judgments, estimates and assumptions
The preparation of the financial statements in conformity with
IFRSs requires management to make estimates and assumptions that
affect the reported amounts of the assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amount of expenses during the
year. Actual results may vary from the estimates used to produce
these financial statements.
Estimates and judgements are continually evaluated and are based
on historical experience and other factors, including expectations
of future events that are believed to be reasonable under the
circumstances.
Significant items subject to such estimates and assumptions
include:
Valuation of exploration and evaluation expenditure (see Note
12)
Exploration and evaluation assets include mineral rights and
exploration and evaluation costs, including payments to acquire the
legal right to explore, costs of technical services and studies,
seismic acquisition, exploratory drilling, and testing. Exploration
and evaluation costs are capitalised if management concludes that
future economic benefits are likely to be realisable and determines
that economically viable extraction operation can be established as
a result of exploration activities and internal assessment of
mineral resources. According to 'IFRS 6 Exploration for and
evaluation of mineral resources', the potential indicators of
impairment include: management's plans to discontinue the
exploration activities, lack of further substantial exploration
expenditure planned, expiry of exploration licences in the period
or in the nearest future, or existence of other data indicating the
expenditure capitalised is not recoverable. At the end of each
reporting period, management assesses whether such indicators exist
for the exploration and evaluation assets capitalised, which
requires significant judgement. This review takes into
consideration long term commodity prices, anticipated resource
volumes and supply and demand outlook. As of 30 June 2022, total
exploration and evaluation costs capitalised amounted to
$11,758,362 after taking into account an impairment of $8,520,929
for licences which have been surrendered. (2020: $13,061,285).
Tax receivable (see Note 15)
At 30 June 2022, the Group recognised an amount of $1,210,352
(2021 $584,702) within other receivables which relate to VAT
receivable. The amount is subject to being recoverable once a
subsidiary of the Group becomes revenue generating. The Directors
believe that the amount will be recovered in full and therefore
have not recognised any impairment to the carrying value of this
amount.
Share based payment ( see Note 19 )
The Group issues share options and warrants to its employees,
directors, investors and suppliers. These are valued in accordance
with IFRS 2 "Share-based payments". In calculating the related
charge on issuing either share options or warrants the Group will
use a variety of estimates and judgements in respect of inputs used
including share price volatility, risk free rate, and expected
life. Changes to these inputs may impact the related charge.
Accounting for acquisitions and fair value ( see Note 11 )
Acquisitions are accounted for at fair value. The assessment of
fair value is subjective and depends on a number of assumptions.
These assumptions include assessment of discount rates, and the
amount and timing of expected future cash flows from assets and
liabilities. In addition, the selection of specific valuation
methods for individual assets and liabilities requires judgment.
The specific valuation methods applied will be driven by the nature
of the asset or liability being assessed. The consideration given
to a seller for the purchase of a business or a company is
accounted for at its fair value. When the consideration given
includes elements that are not cash, such as shares or options to
acquire shares, the fair value of the consideration given is
calculated by reference to the specific nature of the consideration
given to the seller .
5. Segment information
Management has determined the operating segments based on
reports reviewed by the Board of Directors that are used to make
strategic decisions. During the period the Group had interests in
two key geographical segments, being the British Virgin Islands and
Tanzania. Activities in British Virgin Islands is limited to
corporate management as well as desktop exploration costs whilst
activities in Tanzania relates to operations and exploration.
2022 Note Tanzania BVI Total
$ $ $
------------------------------------- ------------ ------------------- ---------------------------
Other Income - 10,418 10,418
Administrative expenses (333,475) (1,563,742) (1,897,217)
Total impairments (6,996,726) (1,705,149) (8,701,875)
------------ ------------------- ---------------------------
Impairment of loans (47,537) (26,139) (73,676)
Impairment of inventory 14 (107,270) - (107,270)
Impairment of intangibles 12 (6,841,919) (1,679,010) (8,520,929)
------------ ------------------- ---------------------------
Share based payments - (3,327,911) (3,327,911)
Foreign exchange 65,753 494,681 560,434
------------ ------------------- ---------------------------
Loss from operations per reportable
segment (7,264,448) (6,091,703) (13,356,151)
------------ ------------------- ---------------------------
Additions to non-current assets (1,098,418) 423,653 (674,765)
Intangible assets 8,232,922 3,525,440 11,758,362
Inventory 117,878 - 117,878
Reportable segment assets 8,483,451 10,161,390 18,644,841
Reportable segment liabilities (325,126) (286,147) (611,273)
------------------------------------- ------------ ------------------- ---------------------------
2021 Tanzania BVI Total
$ $ $
------------------------------------- ---------- ----------- -----------
Other Income - 21,314 21,314
Administrative expenses (293,135) (2,054,583) (2,347,718)
Impairment on acquisition (2,277,196) (2,277,196)
Impairment of inventory (111,169) (111,169)
Finance Charges (23,834) (23,834)
Share based payments (526,081) (526,081)
Other gains/(losses) 23,485 (10,620) 12,865
Foreign exchange 218,928 (122,136) 96,792
---------- ----------- -----------
Loss from operations per reportable
segment (161,891) (4,993,137) (5,155,028)
---------- ----------- -----------
Additions to non-current assets 4,239,124 1,171,743 5,410,867
Intangible assets 9,930,809 3,130,476 13,061,285
Inventory 224,879 - 224,879
Reportable segment assets 14,970,601 14,771,910 29,742,511
Reportable segment liabilities (873,953) (332,300) (1,206,253)
------------------------------------- ---------- ----------- -----------
Segment assets and liabilities are allocated based on
geographical location.
6. Expenses by nature breakdown
30 June 2022 30 June 2021
$ $
----------------------------------------- ------------- -------------
Depreciation 4,896 701
Wages and salaries (including Directors'
fees) 3,251,224 754,806
Professional & Consulting fees 950,852 776,886
Foreign Exchange Movements (560,434) (96,792)
Insurance 66,518 103,539
Office expenses 30,572 9,539
Travel and subsistence expenses 79,876 15,291
Listing costs - 942,895
Other expenses 841,190 381,312
------------- -------------
4,664,694 2,888,177
============= =============
During the year the Group obtained the following services from
their auditors:
30 June 2022 30 June 2021
$ $
Fees payable to the Group's auditors
for the audit of the Company 56,848 55,250
Fees payable to the Subsidiaries auditors
for the audit of the Subsidiaries 21,633 21,806
Fees payable in respect of audit overruns 46,168 -
124,649 77,056
============== ==============
7. Directors and Employees
30 June 30 June
2022 2021
$ $
Wages and salaries 336,831 39,600
Social security costs 91,085 12,573
Pension costs 7,067 855
Share based payments 2,746,664 453,786
Directors' remuneration (note 7.1) 595,928 462,149
3,777,575 968,963
Less capitalised amounts (526,351) (214,157)
---------- ----------
3,251,224 754,806
========== ==========
Wages and salaries include amounts that are recharged between
subsidiaries. Some of these costs are then capitalised as
exploration and evaluation assets and others are administration
expenses.
The share-based payments comprised the fair value of warrants
and options granted to directors and employees in respect of
services provided.
Apart from the directors, the Group only had an average number
of five employees during the year (2021: One).
30 June 30 June
2022 2021
$ $
Amounts attributable to the highest
paid director:
Director's remuneration 227,308 163,639
227,308 163,639
========= =========
David Minchin is a full time CEO from 1 December 2020 and Russel
Swarts has been employed on a full-time basis since 1 June 2021.
The other directors provided professional services as required on a
part-time basis. Details of Directors' remuneration are disclosed
below.
7.1 Directors' remuneration
Salaries Bonuses Fees paid Total 30
and Fees in shares June
2022
$ $ $
--------- ------- ---------- --------
Ian Stalker 80,296 - - 80,296
Robin Birchall 34,047 - - 34,047
Russel Swarts 130,699 - - 130,699
James Smith 48,521 - - 48,521
Sarah Cope 66,443 - - 66,443
David Minchin 187,108 40,200 - 227,308
Nigel Friend (1) 8,615 - - 8,615
555,728 40,200 - 595,928
--------- ------- ---------- --------
Salaries Bonuses Fees paid Total 30
and Fees in shares June
2021
$ $ $ $
--------- ------- ---------- --------
Joshua Bluett (2) - 20,000 20,000
Jonathan Taylor (5) 336 - 336
Chukwuemeka Obiora Okwuosa
(3) 2,000 - 1,000 3,000
Ian Stalker 74,282 - 74,282
Thomas Reynolds (4) - - 1,000 1,000
Robin Birchall 57,833 - 57,833
Russel Swarts 42,190 42,190
James Smith 28,791 25,868 54,659
Sarah Cope 19,342 25,868 45,210
David Minchin 134,850 28,789 163,639
359,624 80,525 22,000 462,149
--------- ------- ---------- --------
(1) Nigel Friend was appointed on 17 March 2022
(2) Joshua Bluett resigned on 2 November 2020
(3) Chukwuemeka Obiora Okwuosa resigned on 2 November 2020
(4) Thomas Reynolds resigned on 2 November 2020
(5) Jonathan Taylor resigned on 30 June 2020
The Directors of the Group are considered to be Key Management
Personnel. No director was paid pension benefits in either year and
there are no post-employment benefits, other long-term benefits or
termination benefits outstanding.
8. Finance Costs
30 June 30 June
2022 2021
$ $
Finance costs - 23,834
- 23,834
-------------------------- ---------
In the prior year, finance charges arose on the redemption of
Convertible loan notes which carried a 10% interest rate per
annum.
9. Taxation
30 June 30 June
2022 2021
$ $
Taxation expense
----------------------------------------- ----------- -----------
Current tax - -
Deferred tax - -
Loss before tax (13,356,151 (5,155,028)
----------- -----------
Tax at the applicable rate of 21% (2021:
7.80%) (2,804,792) (402,092)
Effects of:
Expenditure not deductible for tax 138 837
Losses carried forward not recognised
as a deferred tax asset 2,804,654 401,675
----------- -----------
Tax charge - -
----------- -----------
No tax charge or credit arises from the loss for the year.
The tax rate used is a weighted average of the standard rate of
corporation tax in the UK being 19% and Tanzania being 30%. No
deferred tax asset has been recognised in view of the uncertainty
over the timing of future taxable profits against which the losses
may be offset.
The Company has unused tax losses of approximately $5,122,914
(2021: $ 2,318,260) to carry forward and set against future
profits. The related deferred tax asset has not been recognised in
respect of these losses as there is no certainty regarding the
level and timing of future profits.
10. Loss per share
The calculation for earnings per share (basic and diluted) is
based on the consolidated loss attributable to the equity
shareholders of the Company is as follows:
30 June 30 June
2022 2021
$ $
Loss attributable to equity shareholders 13,356,151 5,155,028
Weighted average number of Ordinary
Shares 616,086,860 387,130,595
Loss per Ordinary Share ($/cents) (2.17)c (1.33)c
Basic and diluted loss per share have been calculated by
dividing the loss attributable to equity holders of the Company
after taxation by the weighted average number of shares in issue
during the year. Diluted loss per share has not been calculated as
the options, warrants and loan notes have no dilutive effect given
the loss arising in the year.
11. Asset Acquisition
On 5 November 2020, the Company, and Attis entered into the
"Amalgamation Agreement" whereby a wholly owned subsidiary of the
Company, Helium One Treasury Limited agreed to acquire all of the
assets and liabilities of Attis. This was completed on 4 December
2020, when the Company acquired 100% of the share capital of Attis
for the total consideration of $2,299,416. This was satisfied by
the issue of 62,281,048 new Ordinary Shares to the Attis sellers at
a price of $0.0369 per Ordinary Share. The fair value of the
ordinary shares issued as part of the consideration was based on
the IPO share price on "Amalgamation".
Attis' primary activities at the date of acquisition was the
investment and development in oil and gas exploration and
production. The Amalgamation was undertaken for several reasons.
The association with Attis has provided invaluable introductions to
investors for Convertible Loan Notes and the Amalgamation. It also
provided the Company with access to and the benefit of Attis'
shareholders, many of whom have been supportive and have
participated in the Amalgamation. The Attis shareholders may also
contribute towards additional liquidity in the trading of the
Company's shares in the future. Helium One also received the
benefit of Attis' cash balances which were used to pay some of the
costs associated with Admission, leaving the majority of new money
raised at Admission to be used for the Company's work
programme.
The following table summarises the fair value of assets acquired
and liabilities assumed as the acquisition date:
Book Value Fair Value Fair Value
Adjustment
$ $ $
Cash and cash equivalents 246,509 - 246,509
Trade and other payables (224,289) - (224,289)
----------- ------------ -----------
Net assets acquired 22,220 - 22,220
=========== ============ ===========
Fair Value of Consideration
Paid
$
----------
Shares issued 2,299,416
==========
Analysis of cash flows on
acquisition
$
Payment on acquisition -
Net cash acquired on acquisition 246,509
--------
Net cash inflow on acquisition 246,509
========
Under IFR3, a business must have 3 elements: inputs, processes,
and outputs. Following the disposal of the Austin Field assets in
August 2020, Attis became an AIM Rule 15 cash shell. Attis did not
have title to licences or intangible or tangible assets and held
only cash balances and payables. These could not be considered
inputs given that Attis was a cash shell. Attis had no processes to
produce outputs and had no infrastructure or assets that could
produce outputs. Therefore, the Directors' conclusion was that the
transaction was an asset acquisition and not a business
combination. There was no fair value adjustment required as Attis
had no intangible or tangible assets to uplift.
Therefore, the Group is required to recognise an impairment for
the difference between the fair value of consideration paid and the
fair value of the net assets acquired. This amounts to an
impairment of $2,277,196 to the cost of the investment which has
been recognised in the Statement of Comprehensive Income in the
current year.
The total amount of the amalgamation related costs expensed by
the group was $942,185 ($346,821 of this was settled in shares).
These costs have been recognised in administrative expenses within
the Statement of Comprehensive Income. The cost includes external
legal, consulting and accounting cost incurred compiling the
documentation required by the Registrar and other bodies and the
performance of due diligence activities and have been taken to
expense in the year under review.
12. Intangible Assets
Intangible assets comprise exploration and evaluation costs
capitalised as at 30 June 2022 and 2021, less impairment.
Note 30 June 30 June
2022 2021
$ $
------------------------------------------- ----- ----------- ----------
Exploration & Evaluation Assets -
Cost and Net Fair Value
Opening balance 13,061,285 7,942,967
Additions to exploration assets 6,269,562 4,653,495
Capitalised directors' fees and employee
wages 7 526,351 214,157
Capitalised other expenses 274,276 191,786
Equity Settled 260,965 72,482
Foreign exchange rate movements on
intangible assets (113,147) (13,602)
----------- ----------
Total additions 7,218,006 5,118,318
Impairment of intangibles (8,520,929) -
Closing balance 11,758,362 13,061,285
=========== ==========
Exploration projects in Tanzania are at an early stage of
development and no resource estimates are available to enable value
in use calculations to be prepared.
In accordance with IFRS 6, the Directors undertook an assessment
of the following areas and circumstances that could indicate the
existence of impairment which included the following:
- The Group's right to explore in an area has expired or will expire soon without renewal.
- No further exploration or evaluation is planned or budgeted for.
- A decision has been taken by the Board to discontinue
exploration and evaluation in an area due to the absence of a
commercial level of reserves; and
- Sufficient data exists to indicate that the book value will
not be fully recovered from future development and production.
With a number of Prospecting Licences approaching their second
renewal period in August/September 2022, the Helium One technical
team made a recommendation as to which areas are likely to be less
prospective for helium and therefore could be fully or partially
relinquished. This is commonplace in any exploration strategy as by
relinquishing some of the licenced acreage those areas deemed to be
less prospective are eliminated and assists in ensuring that a work
programme can be more effective on the remaining, higher ranked
acreage.
The Helium One technical team derived the areas for
relinquishment based on the following criteria:
- inaccessible offshore areas with no or poorly defined exploration leads;
- onshore areas with no or poorly defined exploration leads; and
- onshore areas on outcropping basement i.e., no sediment fill
therefore deemed to be non-prospective.
The retained areas were selected based on the following
criteria:
- existing prospective areas with 2D seismic data coverage;
- marginal offshore areas with well-defined leads i.e., defined
by multiple seismic interpreters, and supported by gravity -
magnetic data; and
- onshore areas with well-defined leads and prospects in areas with known surface helium seeps.
Following their assessment and as a result of various licences
being relinquished, the Directors concluded that an impairment
charge of $8,520,929 was necessary for the year ended 30 June 2022
(2021: $Nil).
13. Property, Plant and Equipment
Field Office Total
Equipment equipment
$ $ $
Cost -
As at 1 July 2020 71,087 17,009 88,096
----------- ----------- ---------
Additions - 5,953 5,953
Foreign exchange movements (460) - (460)
----------- ----------- ---------
As at 30 June 2021 70,627 22,962 93,589
----------- ----------- ---------
Additions - 7,404 7,404
As at 30 June 2022 70,627 30,366 100,993
----------- ----------- ---------
Accumulated depreciation -
As at 1 July 2020 (70,627) (17,009) (87,636)
----------- ----------- ---------
Charge for the year - (701) (701)
----------- ----------- ---------
As at 30 June 2021 (70,627) (17,710) (88,337)
----------- ----------- ---------
Charge for the year - (4,896) (4,896)
----------- ----------- ---------
As at 30 June 2022 (70,627) (22,606) (93,233)
----------- ----------- ---------
Carrying Amount
At 30 June 2021 - 5,252 5,252
----------- ----------- ---------
At 30 June 2022 - 7,760 7,760
=========== =========== =========
The Group's property, plant and equipment are free from any
mortgage or charge.
14. Inventory
30 June 30 June
2022 2021
$ $
Inventory at cost 224,879 336,048
Less impairment (107,270) (111,169)
Exchange Gain 269 -
---------- ----------
Net realisable value 117,878 224,879
---------- ----------
Inventory comprises drill rods and drilling chemicals used in
the previous drilling campaign.
15. Trade and other receivables
Non-current other receivables are as follows:
30 June 30 June
2022 2021
$ $
---------- --------
VAT receivable 1,210,352 584,702
========== ========
In 2020, VAT receivable was reclassified as a non-current asset
as the amounts will only become receivable upon the Group being
revenue generating. This is not estimated to occur in the next
12-month period. Non-current receivables were not discounted as the
balance, as well as any impact of discounting, is considered to be
immaterial to the financial statements.
Other receivables are as follows:
30 June 30 June
2022 2021
$ $
Prepayments 481,236 39,657
Other receivables 163,100 24,625
---------- --------
644,336 64,282
========== ========
Prepayments include an amount of $371,381 for drill casings
(2021: $Nil) and $65,080 for drilling equipment (2021: $Nil) to be
used in the upcoming drilling campaign. Other receivables comprise
VAT refunds to be submitted. .
16. Cash and cash equivalents
30 June 30 June
2022 2021
$ $
---------- -----------
Cash and cash equivalents 4,906,153 15,802,111
========== ===========
The Group's cash at bank is held with two listed international
banking institutions.
17. Trade and other payables
30 June 30 June
2022 2021
$ $
Trade payables 219,624 940,134
Accruals 331,703 241,048
Other creditors 59,946 25,071
------- ---------
611,273 1,206,253
======= =========
Trade payables have shown a significant reduction in the current
year. In the prior year the Group was in the middle of a drilling
campaign, resulting in higher expenditure and payables at year
end.
18. Share premium
Number of Ordinary Total
shares shares $ $
------------------------------------- ------------ ------------ ------------
Issued and fully paid as at 30 June
2020 176,818,166 17,879,887 17,879,884
Issue of new shares - 9 September
2020 (1) 985,712 34,500 34,500
Issue of new shares - 9 September
2020 (2) 18,000 1,800 1,800
Issue of new shares - 9 September
2020 (3) 4,000,000 100,000 100,000
Issue of new shares - 2 December
2020 (4) 12,514,319 462,030 462,030
Issue of new shares - 2 December
2020 (5) 29,008,239 823,836 823,836
Issue of new shares - 2 December
2020 (6) 211,267,627 7,800,000 7,800,000
Issue of new shares - 2 December
2020 (7) 62,281,048 2,299,416 2,299,416
Issue of new shares - 20 January 2,868,954 - -
2021 (8)
Issue of new shares - 16 April 2021
(9) 100,000,000 13,800,000 13,800,000
Issue of new shares - 27 April 2021
(10) 1,560,230 61,597 61,597
Issue of new shares - 4 May 2021
(11) 4,730,452 186,369 186,369
Issue of new shares - 10 May 2021
(12) 3,891,115 434,672 434,672
Issue of new shares - 21 May 2021
(13) 2,482,394 99,404 99,404
Issue of new shares - 27 May 2021
(14) 372,669 72,428 72,428
Issue of new shares - 27 May 2021 1,000,000 - -
(15)
Issue of new shares - 7 June 2021
(16) 300,000 12,013 12,013
Issue of new shares - 16 June 2021
(17) 400,000 16,037 16,037
Issue of new shares - 28 June 2021
(18) 1,000,000 35,000 35,000
Movement for 2021 438,680,759 26,239,102 26,239,102
Share issue costs - (1,458,273) (1,458,273)
------------ ------------ ------------
As at 30 June 2021 615,498,925 42,660,713 42,660,713
Issue of new shares - 18 January
2022 (19) 100,000 3,857 3,857
Issue of new shares - 21 January
2022 (20) 211,864 10,191 10,191
Issue of new shares - 1 March 2022
(21) 182,394 6,953 6,953
Issue of new shares -27 May 2022
(22) 1,560,229 55,946 55,946
Issue of new shares - 30 May 2022
(23) 1,990,000 250,000 250,000
Issue of new shares - 30 May 2022
(24) 87,284 10,965 10,965
Issue of new shares - 10 June 2022
(25) 1,760,563 62,693 62,693
------------ ------------ ------------
Movement for 2022 5,892,334 400,605 400,605
------------ ------------ ------------
As at 30 June 2022 621,391,259 43,061,318 43,061,318
============ ============ ============
All shares issued are issued at no par value. All new shares
issued will rank pari passu with the existing ordinary shares in
issue.
(1) On 9 September 2020, the Company issued 985,712 new ordinary
shares at a price $0.035 per share in lieu of directors fees for a
total value of $34,500.
(2) On 9 September 2020, the Company issued 18,000 new ordinary
shares at a price of $0.10 per share for a total value of
$1,800.
(3) On 9 September 2020, the Company issued 4,000,000 new
ordinary shares at $0.025 per share for a total value of $100,000
to raise funds for the Company.
(4) On 2 December 2020, the Company issued 12,514,349 new
ordinary shares to consultants and advisors in lieu of cash
settlement for part of the services provided to the Company in
relation to the "Amalgamation" with a total value of $462,030.
(5) On 2 December 2020, the Company issued 29,008,239 new
ordinary shares at 2.84p (rather than at a 30% discount to 2.84p
see issue 16 below for share correction) per share for the
Conversion of Loan Notes for a value of $823,836.
(6) On 2 December 2020, the Company raised gross proceeds of
GBP6,000,000 ($7,800,000) through the placing of 211,267,597 new
ordinary shares at 2.84p per share as part of the "Placing
Agreement".
(7) On 2 December 2020, the Company issued 62,281,048 new
ordinary shares as Consideration Shares to existing Attis
shareholders pursuant to the terms of the Amalgamation for a value
of $2,299,416.
(8) On 20 January 2021, the Company issued 2,868,954 new
ordinary shares to correct an error in calculation of shares to be
allotted on the conversion of the Convertible Loan Notes at
Admission as issued on 2 December 2020. These additional shares
were issued at a Nil value.
(9) On 16 April 2021, the Company raised gross proceeds of
GBP10,000,000 ($13,800,000) through a fundraising placing of
100,000,000 new ordinary shares at 10p per share.
(10) On 27 April 2021, the Company issued 1,560,230 new ordinary
shares in the Company for warrants exercised at a price of 2.84p to
a service provider for a value of (GBP44,311) $61,597.
(11) On 4 May 2021, the Company issued 4,730,452 new ordinary
shares in the Company for warrants exercised at a price of 2.84p to
three service providers for a value of (GBP134,981) $186,369.
(12) On 10 May 2021, the Company issued 3,891,115 new ordinary
shares in the Company for warrants exercised at a price of 2.84p
for a value of (GBP308,278) $434,672.
(13) On 21 May 2021, the Company issued 2,482,394, new ordinary
shares in the Company for warrants exercised at a price of 2.84p
for value of (GBP70,500) $99,404.
(14) On 27 May 2021, the Company issued 372,669 new ordinary
shares in the Company at a price of 13.99p to a service provider
for a value of (GBP52,136) $72,428.
(15) On 27 May 2021, the Company issued 1,000,000 new ordinary
shares in the Company for nil cost options.
(16) On 7 June 2021, the Company issued 300,000 new ordinary
shares in the Company for warrants exercised at a price of 2.84p
for a value of (GBP8,520) $12,013.
(17) On 16 June 2021, the Company issued 400,000 new ordinary
shares in the Company for warrants exercised at a price of 2.84p
for a value of (GBP11,360) $16,037.
(18) On 23 June 2021, the Company issued 1,000,000 new ordinary
shares in the Company for warrants exercised at a price of 2.84p
for value of (GBP28,400) $35,000.
(19) On 18 January 2022, the Company issued 100,000 new ordinary
shares in the Company for warrants exercised at a price of 2.84p
for a value of (GBP2,840) $3,857.
(20) On 21 January 2022, the Company issued 211,864 new ordinary
shares in the Company for warrants exercised at a price of 3.554p
for a value of (GBP7,521) $10,191.
(21) On 1 March 2022, the Company issued 182,394 new ordinary
shares in the Company for warrants exercised at a price of 2.84p
for a value of (GBP5,180) $6,953.
(22) On 27 May 2022, the Company issued 1,560,229 new ordinary
shares in the Company for warrants exercised at a price of 2.84p
for a value of (GBP44,310) $55,946.
(23) On 30 May 2022, the Company issued 1,999,000 new ordinary
shares in the Company to a service provider at a price of 10.00p
for a value of (GBP199,000) $250,000.
(24) On 30 May 2022, the Company issued 87,284, new ordinary
shares in the Company to a service provider at a price of 10.00p
(GBP8,728) $10,965.
(25) On 10 June 2022, the Company issued 1,760,563 new ordinary
shares in the Company for warrants exercised at a price of 2.84p
for a value of (GBP50,000) $62,693.
19. Share-based payments
Under IFRS 2, an expense is recognised in the statement of
comprehensive income for equity settled share-based payments, at
the fair value at the date of grant. If this payment relates
directly to the cost of raising funds through the issue of shares,
then it is debited against the share premium reserve. The
share-based payments were all valued using the Black-Scholes
Pricing Model.
The Group has a share option scheme that entitles key management
personnel to purchase shares at the market price of the shares at
grant date. Currently, these schemes are limited to key management
personnel and certain key contractors. The vesting conditions are
as set out in the Report of the Directors. The share-based payments
debited to the Share Premium account all related to share options
issued to Directors and key management personnel.
No warrants were granted during the year that were determined as
equity instruments under IAS 32.
The application of IFRS 2 gave rise to the following share-base
payments:
2022 2021
$ $
Share-based payments 3,327,911 987,876
Amounts debited to Share Premium - (461,795)
Warrants exercised (448,412) -
Options expired (18,980) -
2,860,519 526,081
---------- ----------
The following table sets out the movements of warrants and
options during the year:
2022 2022 2021 2021
Warrants Weighted Warrants Weighted
and Options average exercise and average exercise
price ($) Options price ($)
Outstanding at
the beginning of
the year 70,154,090 0.24 10,902,860 0.32
Granted during
the year 6,000,000 0.18 77,615,421 0.22
Exercised during
the year (3,815,050) 0.04 (15,364,191) 0.06
Expired during
the year (1,156,902) 0.305
Cancelled during
the year (3,300,000) 0.18 (3,000,000) 0.13
-------------- -------------
Outstanding at
the end of the
year 67,882,138 0.13 70,154,090 0.24
-------------- -------------
The warrants and options outstanding at 30 June 2022 had an
exercise price in the range of $0.04 to $0.305 (2021: range of
$0.04 to $0.32) and a weighted-average contractual life of 5.81
years (2021: 4.5 years). The warrants exercised during the year
were at an exercise price of $0.04 (2.84 pence) - see note 18 for
further breakdown.
The cancelled warrants in the year were not replaced, whilst in
the prior year all cancelled warrants were replaced with new
warrants under the same terms but issued through the EMI share
option scheme and no movement in reserves was recognised for this
replacement.
The share price at the time of exercise of the warrants and
options was an average of $0.25 (GBP0.196) (2021: $0.06), ranging
from $0.091-$0.279 (GBP0.07-GBP0.215).
Measurement of fair values on Equity-settled share-based payment
arrangements
The fair value of the employee share options has been calculated
using the Black-Scholes formula. Service and non-market performance
conditions attached to the arrangements were not considered in
measuring fair value.
The inputs used in the measurement of the fair values at grant
date of the equity-settled share-based payments were as
follows:
Award Award Award Award Award Award
09 09 29 09 04 12 2020 04 12 04 12 2020 04 12
2020 2020 (1) 2020 (2) (3) 2020 (4)
Fair value
at grant date 0.025 0.028 0.013 0.03 0.025 0.024
------- ------- -------------- ---------- ------------ ----------
Share price
at grant date 0.038 0.038 0.037 -0.038 0.038 0.038 0.038
------- ------- -------------- ---------- ------------ ----------
0.04 &
Exercise price 0.035 0.035 0.045-0.3 0.038 0.04,0.05 0.11
------- ------- -------------- ---------- ------------ ----------
Expected volatility 76% 76% 76% 76% 76% 76%
------- ------- -------------- ---------- ------------ ----------
Expected life
years 3 4 4 5 1.5 1
------- ------- -------------- ---------- ------------ ----------
Expected dividend - - - - - -
yield
------- ------- -------------- ---------- ------------ ----------
Risk-free interest
rate 0.32% 0.32% 0.32% 0.32% 0.32% 0.32%
------- ------- -------------- ---------- ------------ ----------
Award Award Award Award Award
08 12 15 04 2021 21 06 24 01 2020 16 02
2020 2021 2022
------- ------- -------------- ---------- ------------ ----------
Fair value
at grant date 0.03 0.245 0.253 0 0.56
------- ------- -------------- ---------- ------------ ----------
Share price
at grant date 0.038 0.161 0.257 0 0.1085
------- ------- -------------- ---------- ------------ ----------
0.11 & 0.296
Exercise price 0.038 0.188 & 0.112 & 0.134 0.038 0.1747
------- ------- -------------- ---------- ------------ ----------
Expected volatility 76% 76% 76% 87.70% 55%
------- ------- -------------- ---------- ------------ ----------
Expected life
years 5 2 10 3 9
------- ------- -------------- ---------- ------------ ----------
Expected dividend - - - - -
yield
------- ------- -------------- ---------- ------------ ----------
Risk-free interest
rate 0.32% 0.32% 0.32% 0.32% 1.53%
------- ------- -------------- ---------- ------------ ----------
The risk-free rate of return is based on zero yield government
bonds for a term consistent with the option life. Expected
volatility was determined by reviewing benchmark value from
comparator companies.
The Company has issued the following warrants and options, which
are still in force at the balance sheet date:
Grant date Number of Expiry date Exercise
warrants and price $ per
options share
21 September
2016* 5,686,550 20 April 2023 0.285
18 October 2016* 474,185 20 April 2023 0.285
22 October 2016* 2,426,625 20 April 2023 0.40
14 November 2016* 263,000 20 April 2023 0.285
3 March 2017* 52,500 20 April 2023 0.285
22 June 2017* 1,000,000 20 April 2023 0.40
9 September 2020 1,000,000 9 September 2023 0.035
29 September
2020 9,000,000 30 September 2024 0.035
4 December 2020 21,166,668 3 December 2025 0.0382
4 December 2020 3,120,465 15 September 2023 to 20 0.0477-0.112
October 2024
15 April 2021 2,492,145 15 April 2023 0.1881
21 June 2021 3,000,000 20 June 2031 0.1344
21 June 2021 15,200,000 20 June 2031 0.2956
16 February 2022 3,000,000 15 February 2032 0.1747
--------------
67,882,138
--------------
* During the prior year the Board granted an extension of expiry
for warrants issued 21 September 2016, 22 October 2016, 14 November
2016 and 3 March 2017, the expiration date was extended to 20 April
2023.
There are 67,882,138 (2021: 70,154,090) options/warrants
exercisable at year end.
20. Other reserves
Merger reserve 30 June 30 June
2022 2021
$ $
--------- ---------
Opening and closing balance (349,710) (349,710)
--------- ---------
The merger reserve arose on the acquisition of CJT Ventures
Limited. There have been no movements in the reserve since
acquisition.
Foreign currency reserve 30 June 30 June
2021
2022 $
$
Opening balance (36,282) (175,027)
Movement (875,055) 138,745
--------- ---------
As at 30 June (911,337) (36,282)
--------- ---------
Share option reserve 2022 2021
$ $
Opening balance 987,876 -
Share based payments 3,327,911 987,876
Warrants exercised/expired (467,392) -
--------- -------
As at 30 June 3,848,395 987,876
--------- -------
Total Other Reserves 2,587,348 601,884
========= =======
21. Financial Instruments
Capital risk management
The Group's objective when managing capital is to safeguard the
entity's ability to continue as a going concern and develop its
mineral exploration and development and other activities to provide
returns for shareholders and benefits for other stakeholders.
The Group's capital structure comprises all the components of
equity (all share capital, share premium, retained earnings when
earned and other reserves). When considering the future capital
requirements of the Group and the potential to fund specific
project development via debt, the Directors consider the risk
characteristics of the underlying assets in assessing the optimal
capital structure.
The Group's activities expose it to a variety of financial
risks: market risk (including foreign currency risk and price
risk), credit risk and liquidity risk. The Group's overall risk
management programme focuses on the unpredictability of financial
markets and seeks to minimise potential adverse effects on the
Group's financial performance.
Fair value of financial instruments
The fair values of the Company's financial instruments on 30
June 2022 and 30 June 2021 did not differ materially from their
carrying values.
The Group measures fair values using the following fair value
hierarchy that reflects the significance of the inputs used in
making the measurements:
- Level 1 fair value measurements are those derived from inputs
other than quoted prices that are observable for the asset or
liability, either directly (i.e. as prices) or indirectly (i.e.
derived from prices).
- Level 2 fair value measurements are those derived from
valuation techniques that include inputs for the asset or liability
that are not based on observable market data (unobservable
inputs).
- Level 3 assets are assets whose fair value cannot be
determined by using observable inputs or measures, such as market
prices or models. Level 3 assets are typically very illiquid, and
fair values can only be calculated using estimates or risk-adjusted
value ranges.
Market Risk
Market risk arises from the Group's use of interest bearing and
foreign currency financial instruments. It is the risk that future
cash flows of a financial instrument will fluctuate because of
changes in interest rates (interest rate risk), and foreign
exchange rates (currency risk). No such instruments are held by the
Group and therefore no risk has been identified.
Price Risk
Price risk arises from the exposure to equity securities arising
from investments held by the Group. No such investments are held by
the Group and therefore no risk has been identified.
Foreign Exchange Risk
The Group operates internationally and is exposed to foreign
exchange risk arising from various currency exposures, primarily
with respect to the Pound sterling, US Dollar and Tanzanian
Shilling. Foreign exchange risk arises from recognised monetary
assets and liabilities, where they may be denominated in a currency
that is not the Group's functional currency. While the Tanzanian
Shilling has not depreciated since 31 March 2019 the Tanzanian
Shilling risk is mitigated by the fact that Helium One would only
have one month's cash requirement on hand at any one time. Another
significant risk in Tanzania is a US Dollar risk as the loans to
Tanzanian subsidiaries are denominated in US Dollars. The Directors
consider that, for the time being, no hedging or other arrangements
are necessary to mitigate this risk.
On the assumption that all other variables were held constant,
and in respect of the Group and the Company's expenses the
potential impact of a 20% increase/decrease in the USD: Tanzanian
Shilling foreign exchange rate on the Group's loss for the year and
on equity is as follows:
30 June 30 June
2022 2021
Increase/(decrease) in USD/ TzSh
20% 87,085 107,480
-20% (87,085) (107,480)
Credit Risk
Credit risk is the risk that the Group will suffer a financial
loss as a result of another party failing to discharge an
obligation and arises from cash and other liquid investments
deposited with banks and financial institutions. The Group
considers the credit ratings of banks in which it holds funds to
reduce exposure to credit risk. The Group will only keep its
holdings of cash and cash equivalents with institutions which have
a minimum credit rating of 'BBB'.
Whilst the cash holdings are deposited with institutions in
terms of the policy, the Group considers that it is not exposed to
any significant increases in credit risk and no Expected Credit
Loss has been recognised.
The Group considers that it is not exposed to major
concentrations of credit risk.
The Group holds cash as a liquid resource to fund its
obligations. The Group's cash balances are held primarily in US
Dollars. The Group's strategy for managing cash is to assess
opportunity for interest income whilst ensuring cash is available
to match the profile of the Group's expenditure. This is achieved
by regular monitoring of interest rates and monthly review of
expenditure forecasts. Short term interest rates on deposits have
for the fiscal year been very unattractive.
The Group has a policy of not hedging and therefore takes market
rates in respect of foreign exchange risk; however, it does review
its currency exposures on an ad hoc basis. Currency exposures
relating to monetary assets held by foreign operations are included
within the foreign exchange reserve in the Group Balance Sheet.
The currency profile of the Group's cash and cash equivalent is
as follows:
30 June 30 June
2022 2021
Cash and cash equivalents $ $
US Dollar 3,709,922 12,078,057
GBP 1,184,601 3,724,054
Tanzanian Shillings 11,630 -
On the assumption that all other variables were held constant,
and in respect of the Group's cash position, the potential impact
of a 20% increase in the GBP: USD foreign exchange rate would not
have a material impact on the Group's cash position and as such is
not disclosed.
Liquidity Risk
Liquidity risk arises from the possibility that the Group and
its subsidiaries might encounter difficulty in settling its debts
or otherwise meeting its obligations related to financial
liabilities. In addition to equity funding, additional borrowings
have been secured in the past to finance operations. The Company
manages this risk by monitoring its financial resources and
carefully plans its expenditure programmes. Financial liabilities
of the Group comprise trade payables which mature in less than six
months.
Interest rate risk
The Group has no material exposure to interest rate risk.
22. Categories of financial instruments
In terms of financial instruments, these solely comprise of
those measured at amortised costs and are as follows:
30 June 30 June
2022 2021
$ $
Liabilities at amortised cost 611,273 1,206,253
---------- -----------
Cash and cash equivalents at amortised
cost 4,906,153 15,802,111
Financial assets at amortised cost 1,373,452 609,327
========== ===========
6,279,605 16,411,438
========== ===========
23. List of Subsidiaries
At 30 June 2022, the Group consists of the following
subsidiaries:
Share Share capital
Country Principal capital held by
Name of subsidiary of incorporation place of held by Group Principal activities
business Ultimate
Parent
----------------------- ------------------- ------------ --------- ------------- ----------------------
Black Swan Resources
Ltd BVI BVI 100% 100% Holding
Helium One (Stahamili) Tanzania Tanzania Nil 99% Helium Exploration
Ltd
Helium One (Njozi) Tanzania Tanzania Nil 99% Helium Exploration
Ltd
Helium One (Gogota) Tanzania Tanzania Nil 99% Helium Exploration
Ltd
Helium One Holdings
Ltd Mauritius Mauritius 100% 100% Holding
CJT Ventures Ltd BVI BVI 100% 100% Holding
Helium One Treasury
Ltd* BVI BVI 100% 100% Holding
Helium One (UK) UK UK Nil 100% Administration
Limited* Services
Northcote Energy Cayman Cayman Nil 100% Holding
Ltd*
Northcote Energy USA USA Nil 100% Dormant
USA Inc*
Attis Oil and Gas
Management LLC* USA USA Nil 100% Dormant
Black Swan Resources Limited holds 99% of Helium One (Stahamili)
Ltd, Helium One (Gogota) Ltd and Helium One (Njozi) Ltd. The
remaining 1% is held on trust for the Company. This is due to
Tanzanian law stating that a company must have a minimum of two
shareholders.
* These companies were acquired on 4 December 2020
Helium One Holdings was incorporated in Mauritius on 23 May 2022
and has acquired 100% of the shares in Black Swan Resources
Limited.
Ngurumo (Tz) Ltd and Sharifu (Tz) Ltd have been wound up and
were issued with Strike Off Notices on 8 June 2022.
24. Commitments
The Group currently has an interest in 16 licences in Tanzania
after relinquishment of two licences. These are initially granted
for a period of four years with the option to extend on first
renewal for further three years and second renewal of a further two
years. Licence areas PL10711/2015 and PL10728/2015 measuring 585
square kilometres were fully relinquished during the year. There
were 6 other licences areas which were partially relinquished and
measuring 964 square kilometres.
These licence's include commitments to pay licence fees and
minimum spending requirements. As at 30 June 2022
1 these are as follows:
30 June 2022 30 June 2022 30 June 2022
Licence fees Minimum spend Total $
$ $
Not later than one year 866,947 451,123 1,318,070
Later than one year but less
than 5 years 804,490 402,245 1,206,735
More than 5 years - - -
------------- -------------- -------------
Total 1,671,437 853,368 2,524,805
------------- -------------- -------------
30 June 2021 30 June 2021 30 June 2021
Licence fees Minimum spend Total $
$ $
Not later than one year 676,684 451,123 1,127,807
Later than one year but less
than 5 years 1,963,531 1,008,272 2,971,803
More than 5 years - - -
------------- -------------- -------------
2,640,215 1,459,395 4,099,610
------------- -------------- -------------
25. Operating leases
The Group had no operating leases in either year.
26. Related parties
A. Parent and ultimate controlling party
There is no ultimate controlling party.
B. Transactions with key management personnel and transactions
Key management personnel compensation and transactions are
disclosed in note 7.
C. Other related party transactions
Other related party transactions were in respect of transactions
with other group companies and have been eliminated on
consolidation.
Other transactions
Promaco Limited, a limited company of which Ian Stalker is a
director, was paid a fee of $80,296 (2021: $74,282) for director
services to the Company. The balance outstanding at year end was
Nil (2021: $Nil).
All related party transactions took place at arm's length.
27. Reconciliation of movement in Debt position
Non cash changes
At 30 June Cash flows Foreign Interest Bonds converted At 30 June
2021 exchange charged to equity 2022
movements
$ $ $ $ $ $
Cash and Cash
equivalents
Cash 15,802,111 (10,581,374) (314,584) - - 4,906,153
TOTAL 15,802,111 (10,581,374) (314,584) - - 4,906,153
---------- ------------ ---------- -------- --------------- ----------
Non cash changes
At 30 June Cash flows Foreign Interest Bonds converted At 30 June
2020 exchange charged to equity 2021
movements
$ $ $ $ $ $
Cash and Cash
equivalents
Cash 212,132 15,600,951 (10,972) - - 15,802,111
Borrowings
Debt due within
one year (50,000) (750,000) - (23,826) 823,826 -
---------- ---------- ---------- -------- --------------- ----------
TOTAL 152,132 14,850,951 (23,826) 823,826 15,802,111
---------- ---------- ---------- -------- --------------- ----------
28. Post Balance Sheet Events
As announced on 24 October 2022, the company received notice to
exercise warrants over 880,282 Ordinary Shares at a price of
$0,032c per share.
As announced on 22 November, the Company entered into a
memorandum of understanding ("MoU") with Exalo Drilling S.A. (ORLEN
Group) for the supply of a drilling rig to be utilised in the
Company's drilling operation on the Rukwa licence.
As announced on 25 November 2002, the Company received notice to
exercise warrants over 84,745 Ordinary Shares at a price of
GBP0.0355 per share.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
FR FELLBLLLBFBX
(END) Dow Jones Newswires
December 06, 2022 02:00 ET (07:00 GMT)
Helium One Global (LSE:HE1)
Historical Stock Chart
From Mar 2025 to Apr 2025
Helium One Global (LSE:HE1)
Historical Stock Chart
From Apr 2024 to Apr 2025
