TIDMHE1
RNS Number : 4633T
Helium One Global Ltd
15 November 2023
information contained within this announcement is deemed by the
Company to constitute inside information as stipulated under the
Market Abuse Regulation (EU) No. 596/2014 as amended by The Market
Abuse (Amendment) (EU Exit) Regulations 2019.
15 November 2023
Helium One Global Ltd
("Helium One" or "the Company")
Audited Results for the year ended 30 June 2023
Helium One Global (AIM: HE1), the primary helium explorer in
Tanzania, is pleased to announce the Company's audited results for
the year ended 30 June 2023.
Summary:
-- Sourced appropriate oil & gas drilling rig for phase 2
drilling programme through the acquisition of its Epiroc Predator
220 drilling rig
-- Completed analysis of high resolution Falcon Airborne Gravity
Gradiometry and aero-magnetic data over the Balangida Rift Basin,
demonstrating a greater understanding of prospectivity and rift
geometry
-- Successful fundraise of GBP9.9 million in December 2022, for
the drilling of the Tai-3 Well at Rukwa. An additional GBP6.8
million was raised in September 2023.
-- Lorna Blaisse appointed as CEO in February 2023, with James
Smith appointed as Chairman post period end
-- The Company reports a total comprehensive loss attributable to shareholders of $2,672,915
-- Group's cash position, at at 30 June 2023, was US$9,600,786 (30 June 2022: US$4,906,153)
-- Commencement of drilling programme at Tai-3 in the Rukwa
Basin in Q3 2023, successfully reaching a TD of 1,448m measured
depth as announced on 7 November 2023
-- Elevated helium shows, up to six times above background, have
been identified in the Lower Karoo Group and Basement targets
whilst drilling and the shows increased in frequency and quality
with depth, as anticipated.
-- The Company is currently running wireline logging for
formation evaluation and downhole gas sampling.
James Smith , Chairman of Helium One, commented:
"The year under review has been dominated by obtaining a rig for
the Company's Phase 2 drilling programme. Post year-end we were
delighted to acquire our own drill rig, giving the Company a
greater degree of optionality and an additional revenue stream, as
well as spudding the Tai-3 well in Q3 2023 as stated.
"The year ahead promises to be an exciting one. We are fully
funded for our ongoing drilling campaign at Tai, the results of
which will soon be published, and are funded for the follow up well
at Itumbula."
Lorna Blaisse , CEO, commented:
"This past year has been an incredibly busy time for the Company
delivering the rig and commencing drilling at Tai-3. Despite the
hurdles that we have had to overcome, Helium One remains resilient
and we continue to deliver on our promises and strategy.
"I would like to thank our team for their constant commitment to
the Company, as well as our local communities for their continued
support. I would also like to extend my thanks to our shareholders
who have supported us during this turbulent year. We are excited to
see what is in store for Helium One and look forward to providing
updates from our drilling programme."
For further information please visit the Company's website:
www.helium-one.com
Contact
Helium One Global Ltd +44 20 7920
Lorna Blaisse, 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 more than 2,965km(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
I am pleased to present the Annual Report and Financial
Statements for the year ended 30 June 2023 and my first since I
became Chairman of Helium One Global Limited. I would like to thank
Ian Stalker, who stood down as Chairman of the Board in July 2023,
for his commitment to the Company during his five-year tenure. Ian
oversaw a period of significant achievement, from the Company's
successful listing on AIM to the maiden drilling programme at
Rukwa.
The period under review was dominated by the challenge of
obtaining a suitable rig for our phase II drilling programme at Tai
3 in the Rukwa basin which was compounded by increased demand from
other operators in the oil and gas industry resulting in a scarcity
of rigs and ancillary well evaluation equipment available for the
East African market.
The team worked incredibly hard in sourcing rigs and equipment
and whilst their efforts were thwarted on a number of occasions, I
am very pleased that we were able to successfully acquire our own
rig after the accounting year-end. This allows us greater control
and flexibility over our drilling timetable and also provides a
potential source of revenue for the Company in the future as the
rig will be available to be leased by third parties in the
region.
We were also delighted to deliver our drilling programme at
Rukwa, which we commenced in Q3 as we outlined back in February
2023, and we are very encouraged by the initial results we have
seen at Tai 3 with elevated helium shows. I would like to take this
opportunity to thank the Board and our team for all their efforts
and continued dedication in what was an incredibly testing year for
the Company.
The Board and management team underwent some changes throughout
the year with the appointment of Lorna Blaisse as Chief Executive
Officer, replacing David Minchin who stepped down in February of
this year. I am very pleased that Lorna agreed to take on the role
and exceptionally pleased with her performance since she took over.
I have no doubt she will continue to work tirelessly on behalf of
the Company and its shareholders to deliver the best possible
outcome from the current and future work programmes. I would also
like to welcome Graham Jacobs to the Board as Financial and
Commercial Director. Graham's experience will undoubtedly be of
huge value to the Company in this next stage of our
development.
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 and look forward to providing further
updates from our Tai-3 drilling as well as the follow up programme
at Itumbula.
James Smith
Non-Executive Chairman
14 November 2023
Chief Executive's Statement
I am pleased to be reporting on the Group's annual results for
the 12 months to 30 June 2023. The period was another incredibly
busy and testing period for the team as we worked to obtain an
appropriate rig and associated equipment for our Phase II drilling
programme in a very tight rig market in East Africa.
Operational Review
Following the extensive evaluation of rig options and, in order
to remain on the critical path to a Q3 spud, the Company
successfully completed the acquisition of its Epiroc Predator 220
drilling rig in July 2023- an oil and gas type rig capable of
drilling to depths in excess of 2,000m - and its subsequent
mobilisation to the Rukwa site. This is a highly significant
achievement for the Company as ownership of the rig provides the
opportunity to move quickly into further exploration drilling and,
in a success case, allows the appraisal of Tai without the
additional cost of keeping a rig on standby or become challenged by
mobilising another rig into the country again.
Whilst we acquired the Epiroc Predator 220 drilling rig in July
of this year, the Company had previously, in October 2022, received
a report from a third party, Aberdeen Drilling Consultants, an
internationally recognised expert in rig audit and evaluation, on
the operational capability of the rig. This confirmed that the rig
was in good condition.
In December 2022, the Company completed an analysis of its
proprietary high resolution Falcon Airborne Gravity Gradiometry and
aero-magnetic data over the Balangida Rift Basin ("Balangida") in
collaboration with Getech. This work will lead to further helium
gas exploration target generation in Balangida, widening the
Company's opportunity in Tanzania. This same workflow was
subsequently applied to a regional dataset over the Eyasi Rift
Basin and has enabled the team to evaluate the prospectivity
potential in both basins, after gaining an improved understanding
of rift geometry and subsurface structuration.
Balangida has shown high-grade helium macro seeps enriched with
other high-value noble gasses. Recent field work sampling showed
6.2%-6.4% helium and 2.0% argon. The study enabled us to increase
our knowledge of depth to basement and sediment thickness whilst
providing a greater understanding of rift geometry, basin evolution
and subsurface structure to aid in future exploration
programmes.
In May 2023 the Company completed an independent verification of
the prospective resources of the Tai Prospect (Tai). The evaluation
of the total gas and helium prospective resources, and completion
of a Competent Person's Report ("CPR") for Tai has been carried out
and issued by reserves auditors ERC Equipoise Ltd (ERCE).
The unrisked best estimate of helium estimated to be potentially
recoverable from undiscovered accumulations ("2U") in the report is
2.8 billion cubic feet (Bcf) and the 2U is 212.2 Bcf across the
combined intervals of the Lake Bed Fm, Nsungwe Fm, Karoo Sandstone
and Weathered Basement. This demonstrates a 61% increase in the
original resource estimate from the previous 2020 CPR completed by
SRK Consulting (Australasia) Pty Ltd ("SRK").
The unrisked high case estimate of helium estimated to be
potentially recoverable from undiscovered accumulations ("3U") is
7.1 Bcf in the ERCE report, which is a 30% increase from the
previous 2020 CPR completed by SRK. The deterministic sum of the 3U
prospective resource is 437.8 Bcf in the ERCE report, which is a
294% increase from the previous CPR referenced above.
These substantial increases are the result of more detailed
interpretation of the additional 2D seismic data acquired across
Tai in 2021 (from Phase II and Phase II seismic surveys), and the
Company's improved understanding of the structural closure.
These results support the work completed by the Company's
technical team and demonstrates our technical competency in
prospect maturation and identification. Tai remains the
best-defined prospect within the Company's portfolio and highlights
the opportunity to maximise the economic potential of helium in the
Rukwa Basin.
On 7 November 2023, post period end, the Company announced that
the Tai 3 well had successfully reached a total depth of 1,448m
measured depth having encountered weathered crystalline
Basement.
We are delighted with the initial results from Tai 3 and it was
extremely encouraging to see elevated helium shows, up to six times
above background, in the Lower Karoo Group and Basement targets and
that helium shows increased in frequency and quality with depth, as
we had anticipated.
As at the date of this report, the wireline programme had
commenced and the Company was preparing to take downhole gas
samples.
The current annual global demand for helium is 6.6 Bcf in a US$7
billion market. Helium prices continue to rise due to the current
shortage and with a global average import price of US$457 per
thousand cubic feet in January 2023. The last twelve months have
seen a 39% price increase, a trend set to continue given the
current global deficit.
Licence Area Evaluation
During the period, Helium One renewed 12 of its licences which
were due for second renewal in September and October 2022. As part
of the renewal process, Helium One conducted a review of all of its
licences with the objective of fully or partially relinquishing
licences that were not considered to be prospective. The combined
relinquished area totals 1,549.27 km(2) , which will save
approximately US$309,000 per year in licence fees and an impairment
charge of US$8,520,929 was included in the year ended 30 June 2022
accounts. 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
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. Such relinquishment occurred in
September and October 2022.
The Company now holds prospecting licences totalling 2,965 km(2)
across its three project areas, Rukwa, Eyasi and Balangida.
Fundraising
In December 2022, the Company raised gross proceeds of
approximately GBP9.9 million (approximately US$12.01 million)
through the issue of an aggregate of 197,922,716 new ordinary
shares at a price of 5 pence per Ordinary Share. The proceeds of
this raise were used for the drilling of the Tai 3 exploration
well.
In September 2023, post period end, the Company raised an
additional GBP6.8 million before expenses (approximately US$8.7
million) through the issue of an aggregate of 113,333,333 new
ordinary shares at a price of 6 pence per new ordinary share.
Financial Results for the Year Ended 30 June 2023
For the year to 30 June 2023, the Group recorded a total
comprehensive loss for the year attributable to the equity holders
of the Company of US$2,672,915 a decrease compared with
US$14,231,206 for the year to 30 June 2022 mainly as a result of an
impairment in 2022 amounting to US$8.5million and share based
payments of US$3.3million.
The Group's net assets as at 30 June 2023 were US$27,204,804 in
comparison with US$18,033,568 at 30 June 2022. The increase is due
to the additional funds from the new shares issued. At 30 June
2023, the Group's cash position was US$9,600,786 (30 June 2022:
US$4,906,153).
Outlook
Helium remains an irreplaceable technology commodity in a
current supply crisis and the Board believes that Helium One has a
portfolio that can potentially 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 and what
will hopefully be a commercial discovery at our Rukwa Project. We
have a strong and highly experienced management team clearly
focussed on delivering success 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.
Lorna Blaisse
Chief Executive Officer
14 November 2023
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE
INCOME
For the year ended 30 June 2023
Year ended Year ended
Note 30 June 30 June
2023 2022
$ $
Continuing Operations
Revenue - -
Administrative expenses 6 (2,768,503) (4,664,694)
Impairments 5 (597,698) (8,701,875)
Other income - 10,418
Operating loss (3,366,201) (13,356,151)
Finance income 8 38,447 -
Loss for the year before taxation (3,327,754) (13,356,151)
Taxation 9 (6,376) -
----------- ---------------
Loss for the year from continuing
operations (attributable to
the equity holders of the parent) (3,334,130) (13,356,151)
Items that may be reclassified
subsequently to profit and
loss:
Exchange difference on translation
of foreign operations 661,215 (875,055)
Total comprehensive loss for
the year (attributable to the (2,672,
equity holders of the parent) 915) (14,231,206)
----------- ---------------
Earnings per share:
----------- ---------------
Basic and diluted earnings
per share (cents) 10 (0.46) (2.17)
----------- ---------------
The accompanying notes form part of these consolidated Financial
Statements.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 30 June 2023
30 June 2023 30 June
2022
Note $ $
ASSETS
Non-current assets
Intangible assets 11 15,509,515 11,758,362
Property, Plant & Equipment 12 5,611 7,760
Other receivables 14 1,231,593 1,210,352
------------- ----------------
Total non-current assets 16,746,719 12,976,474
Current assets
Inventory 13 1,476,362 117,878
Trade and other receivables 14 2,238,094 644,336
Cash and cash equivalents 15 9,600,786 4,906,153
------------- ----------------
Total current assets 13,315,242 5,668,367
Total assets 30,061,961 18,644,841
------------- ----------------
LIABILITIES
Current liabilities
Trade and other payables 16 (2,857,157) (611,273)
------------- ----------------
Total liabilities (2,857,157) (611,273)
------------- ----------------
Net assets 27,204,804 18,033,568
============= ================
EQUITY
Share premium 17 54,468,236 43,061,318
Other reserves 19 4,242,482 2,587,348
Retained earnings (31,505,914) (27,615,098)
------------- ----------------
Total equity 27,204,804 18,033,568
============= ================
The Financial Statements were approved and authorised for issue
by the Board of Directors on 14 November 2023 and were signed on
its behalf by:
Lorna Blaisse
Director and Chief Executive Officer
The accompanying notes form part of these consolidated Financial
Statements.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 30 June 2023
Share Other reserves Retained
premium earnings Total
Note $ $ $ $
--------------------------------- ---------- --------------------- -------------- ------------
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 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 43,061,618 2,587,348 (27,615,098) 18,033,568
---------- --------------------- -------------- ------------
Balance as at 1 July
2022 43,061,318 2,587,348 (27,615,098) 18,033,568
Comprehensive income
Loss for the year - - (3,334,130) (3,334,130)
Currency translation differences - 661,215 - 661,215
---------- --------- ------------ -----------
Total comprehensive loss
for the year - 661,215 (3,334,130) (2,672,915)
---------- --------- ------------ -----------
Transactions with owners
recognised directly in equity
Foreign currency reserve
adjustment 28 - - (721,237) (721,237)
Issue of ordinary shares 17 12,018,934 - - 12,018,934
Reversal of Merger Acquisition
Reserve - 349,710 - 349,710
Cost of share issue (643,685) - - (643,685)
Share based payments - 808,760 - 808,760
Warrants and options expired
during the year - (146,480) 146,480 -
Warrants and options exercised
during the year 31,669 (18,071) 18,071 31,669
Total transactions with
owners 11,406,918 993,919 (556,686) 11,844,151
---------- --------- ------------ -----------
Balance as at 30 June
2023 54,468,236 4,242,482 (31,505,914) 27,204,804
---------- --------- ------------ -----------
The accompanying accounting policies and notes form part of
these consolidated Financial Statements.
CONSOLIDATED CASH FLOW STATEMENT
For the year ended 30 June 2023
30 June 2023 30 June
2022
Note $ $
------------------------------------------ ----- ------------- --------------
Cash flows from operating activities
Loss after taxation (3,334,130) (13,356,151)
Adjustments for:
Depreciation and amortisation 12 6,817 4,896
Share-based payments 808,760 3,327,911
Shares issued for services - 260,965
Net finance costs 8 (38,447) -
Impairment of intangibles 11 100,803 8,520,929
Taxation Paid 9 6,376 -
Increase in trade and other receivables (1,614,999) (1,205,704)
Increase/(Decrease) in trade and
other payables 2,245,884 (594,980)
(Increase)/decrease in inventories 13 (1,358,484) 107,001
Foreign exchange 425,567 (560,434)
------------- --------------
Net cash (outflows) from operating
activities (2,751,853) (3,495,567)
------------- --------------
Investing activities
Purchase of property, plant, and
equipment 12 (4,668) (7,404)
Exploration and evaluation activities 11 (3,851,956) (7,218,006)
------------- --------------
Net cash used in investing activities (3,856,624) (7,225,410)
------------- --------------
Financing activities
Taxation Paid 9 (6,376) -
Proceeds from issue of share capital 17 12,018,934 -
Proceeds from exercise of warrant
options 17 31,669 139,640
Cost of share issue 17 (643,685) -
Interest received on funds invested 38,447 -
------------- --------------
Net cash generated from financing
activities 11,438,989 139,640
------------- --------------
Net increase in cash and cash equivalents 4,830,512 (10,581,337)
Cash and cash equivalents at the
beginning of the year 4,906,153 15,802,111
Exchange gains/(losses) on cash (135,879) (314,621)
------------- --------------
Cash and cash equivalents at the
end of the year 15,26 9,600,786 4,906,153
------------- --------------
The accompanying accounting policies and notes form part of
these consolidated Financial Statements.
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2023
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
Vistra Corporate Services Centre, Wickhams Cay II, Road Town,
Tortola, VG1110, British Virgin Islands. The Company is exempt from
preparing separate parent company Financial Statements for the year
ended 30 June 2023 in line with BVI Business Companies Act
2004.
The Company's ordinary shares are 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 Börse 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
currency of the Tanzanian subsidiaries is Tanzanian Shillings in
which currency the subsidiaries incur payroll costs and are
required to report and file accounts locally.
The functional and presentational currency of the Group for year
ended 30 June 2023 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 2023.
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
--------------------- ----------------------------------- ----------
Amendments to IAS 1 Classification of Liabilities 1 January
as Current or Non-Current 2024*
Amendments to IAS 1 Non-Current Liabilities with 1 January
Covenants 2024*
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
*EU effective date not yet confirmed
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
2023.
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
adjustments 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 $3,334,130
and incurred operating cash outflows of $2,751,853 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 $ 9,600,786 of cash and cash equivalents at
30 June 2023. The Group's ability to meet operational objectives
and general overheads is reliant on raising further capital in the
near future.
As with all similar sized exploration companies, the Group is
required to raise money for further exploration and capital
projects as and when required. There can be no assurance that the
Group's projects will be fully developed in accordance with current
plans or completed on time or budget with the current level of cash
held by the group, and therefore it is expected that further
fundraising will need to take place over the 12 month period from
the date of approval of these Financial Statements, in order to
fully fund work programmes currently contemplated.
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 criteria
for 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:
(a) the period for which the Group has the right to explore in
the specific area has expired during the period or will expire in
the near future, and is not expected to be renewed.
(b) substantive expenditure on further exploration for and
evaluation of resources in the specific area is neither budgeted
nor planned.
(c) exploration for and evaluation of resources in the specific
area have not led to the discovery of commercially viable
quantities of mineral resources and the Group has decided to
discontinue such activities in the specific area.
(d) sufficient data exist to indicate that, although a
development in the specific area is likely to proceed, the carrying
amount of the exploration and evaluation asset is unlikely to be
recovered in full from successful development or by sale.
In addition to the above, the Group gives due consideration to
the following criteria:
-- unexpected geological occurrences render the resource uneconomic;
-- a significant fall in realised or estimated prices 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 share premium in
accordance with IAS 32.
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 are 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.
Segment reporting
Operating segments are reported in a manner consistent with the
internal reporting provided to the chief operating decision makers.
The chief operating decision makers, who are responsible for
allocating resources and assessing performance of the operating
segments, have been identified as the board of directors.
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
11)
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 2023, total
exploration and evaluation costs capitalised amounted to
$15,509,515 after taking into account an impairment of $100,803
following the unsuccessful attempt to purchase a rig for the
drilling of the Tai-C Well in relation to which all costs
associated with this purchase were impaired. (2022: $8,520,929
reflecting impairment arising as a result of the relinquishment of
certain licences).
Tax receivable (see Note 14)
At 30 June 2023, the Group recognised an amount of $1,231,593
(2022: $1,210,352) within other receivables which relates to VAT
receivable in Tanzania. The amount is subject to review and
agreement by the Tanzanian Revenue Authority in accordance with VAT
legislation. The Company has engaged the services of a local
advisory company to assist with this process, have already received
approximately $47,000 in refunds and 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 payments ( see Note 18 )
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 fair
value on the issue of 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. The Group uses the Black Scholes method of valuation in
determining fair value.
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. The
Group structure and management reports received by the Directors
are used to make strategic decisions reflecting the split of
operations.
2023 Note Tanzania BVI Total
$ $ $
------------------------------------- ----------- ------------------- ---------------------------
Other Income - 38,447 38,447
Administrative expenses (300,290) (1,233,886) (1,534,176)
Total impairments (116,486) (481,212) (597,698)
----------- ------------------- ---------------------------
Impairment of loans - (380,409) (380,409)
Impairment of inventory 13 (116,486) - (116,486)
Impairment of intangibles 11 - (100,803) (100,803)
----------- ------------------- ---------------------------
Share based payments - (808,760) (808,760)
Corporate Taxes (6,376) - (6,376)
Foreign exchange (554,951) 129,384 (425,567)
----------- ------------------- ---------------------------
Loss from operations per reportable
segment (978,103) (2,356,027) (3,334,130)
----------- ------------------- ---------------------------
Additions to non-current assets (2,031,262) 5,801,507 3,770,245
Intangible assets 9,635,535 5,773,177 15,509,515
Inventory 1,476,362 - 1,476,362
Reportable segment assets 12,543,376 17,518,585 30,061,961
Reportable segment liabilities (2,351,578) (505,579) (2,857,157)
------------------------------------- ----------- ------------------- ---------------------------
2022 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 13 (107,270) - (107,270)
Impairment of intangibles 11 (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)
------------------------------------- ------------ ------------ ------------
Segment assets and liabilities are allocated based on
geographical location.
6. Expenses by nature breakdown
30 June 2023 30 June 2022
$ $
----------------------------------------- ------------- -------------
Depreciation 6,817 4,896
Wages and salaries (including Directors'
fees) 1,313,202 3,251,224
Professional & consulting fees 634,227 950,852
Foreign exchange movements 425,567 (560,434)
Insurance 64,772 66,518
Office expenses 75,537 30,572
Travel and subsistence expenses 28,007 79,876
Other expenses 220,374 841,190
------------- -------------
2,768,503 4,664,694
============= =============
During the year the Group obtained the following services from
their auditors:
30 June 2023 30 June 2022
$ $
Fees payable to the Group's auditors
for the audit of the Company 91,180 56,848
Fees payable to the Subsidiaries auditors
for the audit of the Subsidiaries 22,983 21,633
Fees payable in respect of audit overruns - 46,168
114,163 124,649
============== ==============
7. Directors and employees
30 June 30 June
2023 2022
$ $
Wages and salaries 296,622 336,831
Social security costs 75,615 91,085
Pension costs 7,269 7,067
Share based payments 808,760 2,746,664
Directors' remuneration (note 7.1) 632,202 595,928
1,820,468 3,777,575
Less capitalised amounts (507,266) (526,351)
---------- ----------
1,313,202 3,251,224
========== ==========
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 six employees during the year (2022: Five).
30 June 30 June
2023 2022
$ $
Amounts attributable to the highest paid
director:
Director's remuneration 229,622 227,308
229,622 227,308
========= =========
David Minchin was a full time CEO from 1 December 2020 until 8
February 2023. He was replaced by Lorna Blaisse. Russel Swarts was
employed on a full-time basis from 1 June 2021, but became a
non-executive director from 1 August 2023. 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 Total 30
and Fees June
2023
$ $ $
--------- ------- --------
Ian Stalker 72,226 - 72,226
Robin Birchall 33,997 - 33,997
Russel Swarts 113,400 - 113,400
James Smith 29,030 - 29,030
Sarah Cope 58,060 - 58,060
David Minchin 229,622 - 229,622
Nigel Friend (1) 29,030 - 29,030
Lorna Blaisse (2) 66,837 - 66,837
632,202 632,202
--------- ------- --------
Salaries Bonuses Total 30
and Fees June
2022
$ $ $
--------- ------- --------
Ian Stalker 80,296 - 80,296
Robin Birchall 34,047 - 34,047
Russel Swarts 130,699 - 130,699
James Smith 48,520 - 48,520
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
--------- ------- --------
(1) Nigel Friend was appointed on 17 March 2022
(2) Lorna Blaisse was appointed on 9 February 2023
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.
Termination benefits
David Minchin received a termination fee of $42,063 and notice
pay of $84,126 pursuant to a settlement agreement dated 8 February
2023
8. Finance income
30 June 30 June
2023 2022
$ $
Finance income 38,447 -
38,447 -
--------- ---------
Interest was earned on surplus funds that were placed in
interest bearing accounts.
9. Taxation
30 June 30 June
2023 2022
$ $
Taxation expense
-------------------------------------- ----------------------- ------------
Current tax 6,376 -
Deferred tax - -
Total tax charge 6,376 -
----------------------- ------------
Loss before tax (3,327,754) (13,356,151)
----------------------- ------------
Tax credit at the applicable rate of
21% (2022: 21%) 698,828 2,804,792
Effects of:
Expenditure not deductible for tax (125,517) (138)
Losses carried forward not recognised
as a deferred tax asset (566,935) (2,804,654)
----------------------- ------------
Tax charge 6,376 -
----------------------- ------------
Tanzanian taxes were incurred during the period amounting to
$6,376 (2022: $Nil).
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 $5,698,850
(2022: $5,122,914) 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
2023 2022
$ $
Loss attributable to equity shareholders 3,334,130 13,356,151
Weighted average number of Ordinary
Shares 728,815,042 616,086,860
Loss per Ordinary Share ($/cents) (0.46) (2.17)
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. Intangible assets
Intangible assets comprise exploration and evaluation costs
capitalised as at 30 June 2023 and 2022, less impairment.
Note 30 June 30 June
2023 2022
$ $
------------------------------------------- ----- ---------- -----------
Exploration & Evaluation Assets -
Cost
Opening balance 11,758,362 13,061,285
Additions to exploration assets 2,967,041 6,269,562
Capitalised directors' fees and employee
wages 7 507,265 526,351
Capitalised other expenses 416,433 274,276
Equity Settled - 260,965
Foreign exchange rate movements on
intangible assets (38,783) (113,147)
---------- -----------
Total additions 3,851,956 7,218,006
Impairment of intangibles (100,803) (8,520,929)
Closing balance 15,509,515 11,758,362
========== ===========
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.
Following an unsuccessful attempt to secure a rig for the
drilling of the Tai C well, certain costs were incurred and these
costs amounting to $100,803 have subsequently been impaired. The
2022 charge of $8,520,929 reflected impairment charges on
relinquished licences.
12. Property, plant and equipment
Field Office Total
Equipment equipment
$ $ $
Cost
As at 1 July 2021 71,087 22,962 94,049
----------- ----------- ---------
Additions - 7,404 7,404
Foreign exchange movements (460) - (460)
----------- ----------- ---------
As at 30 June 2022 70,627 30,366 100,993
----------- ----------- ---------
Additions - 4,668 (7,057)
Scrapped - (11,725) -
As at 30 June 2023 70,627 23,309 93,936
----------- ----------- ---------
Accumulated depreciation
As at 1 July 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)
----------- ----------- ---------
Charge for the year - (6,817) (6,817)
Scrapped - 11,725 11,725
As at 30 June 2023 (70,627) (17,698) (88,325)
----------- ----------- ---------
Carrying Amount
At 30 June 2022 - 7,760 7,760
----------- ----------- ---------
At 30 June 2023 - 5,611 5,611
=========== =========== =========
The Group's property, plant and equipment are free from any
mortgage or charge.
13. Inventory
30 June 30 June
2023 2022
$ $
Inventory at cost 628,025 224,879
Inventory in transit 966,215 -
Less impairment (116,486) (107,270)
Exchange Gain (1,392) 269
---------- ----------
Net realisable value 1,476,362 117,878
---------- ----------
Inventory comprises drill rods and drilling chemicals used in
the previous drilling campaign.
14. Trade and other receivables
Non-current other receivables are as follows:
30 June 30 June
2023 2022
$ $
---------- ----------
VAT receivable 1,231,593 1,210,352
========== ==========
In 2020, VAT receivable was reclassified as a non-current asset
as the amounts will only become receivable when reviewed and agreed
by the Tanzanian Revenue Authority in accordance with VAT
legislation but this is not estimated to occur in the next 12-month
period. Non-current receivables were not discounted as the impact
of any discounting, is considered to be immaterial to the Financial
Statements.
Other receivables are as follows:
30 June 30 June
2023 2022
$ $
Prepayments 2,166,075 481,236
Other receivables 72,019 163,100
------------ ---------
2,238,094 644,336
============ =========
Prepayments include an amount of $1,369,081 for drill casings
(2022: $371,381) and $Nil for drilling equipment (2022: $65,080) to
be used in the upcoming drilling campaign. Other receivables
comprise VAT refunds to be submitted.
15. Cash and cash equivalents
30 June 30 June
2023 2022
$ $
---------- ----------
Cash and cash equivalents 9,600,786 4,906,153
========== ==========
Included within cash and cash equivalents of $9.6 million, was a
sum of approximately $2.1 million held in escrow at 30 June 2023 in
contemplation of the completion of a sale and purchase transaction
which was non-binding at the Balance Sheet date. Subsequent to 30
June 2023, the transaction was completed and the funds
utilised.
16. Trade and other payables
30 June 30 June
2023 2022
$ $
Trade payables 2,428,250 219,624
Accruals 293,373 331,703
Other creditors 135,534 59,946
--------- -------
2,857,157 611,273
========= =======
Trade payables have shown a significant increase in the current
year which reflects the commencement of a drilling campaign.
17. Share premium
Number Ordinary Total
of shares shares $ $
------------------------------------- ------------ ------------ ------------
As at 30 June 2021 615,498,925 44,118,986 44,118,986
Share issue costs (1,458,273) (1,458,273)
------------ ------------ ------------
Issued and fully paid as at 30 June
2021 615,498,925 42,660,713 42,660,713
Issue of new shares - 18 January
2022 (1) 100,000 3,857 3,857
Issue of new shares - 21 January
2022 (2) 211,864 10,191 10,191
Issue of new shares - 1 March 2022
(3) 182,394 6,953 6,953
Issue of new shares -27 May 2022
(4) 1,560,229 55,946 55,946
Issue of new shares - 30 May 2022
(5) 1,990,000 250,000 250,000
Issue of new shares - 30 May 2022
(6) 87,284 10,965 10,965
Issue of new shares - 10 June 2022
(7) 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
Issue of new shares for warrants
exercised 965,027 31,669 31,669
------------ ------------ ------------
Issue of new shares - 20 October
2022 (8) 880,282 28,031 28,031
Issue of new shares - 30 November
2022 (9) 84,745 3,638 3,638
------------ ------------ ------------
Issue of new shares - 15 December
2022 (10) 197,922,716 12,018,934 12,018,934
Movement for 2023 198,887,743 12,050,603 12,050,603
Issued and fully paid at 30 June
2023 820,279,002 56,570,194 56,570,194
Share issue costs (2,101,958) (2,101,958)
820,279,002 54,468,236 54,468,236
30 June 30 June
2023 2022
$ $
Movement in share issue costs
Opening balance 1,458,273 1,458,273
Current year costs 643,685 -
------------ ------------
As at 30 June 2,101,958 1,458,273
------------ ------------
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 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.
(2) 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.
(3) 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.
(4) 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.
(5) 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.
(6) 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.
(7) 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.
(8) On 20 October 2022, the Company issued 880,282 new ordinary
shares in the Company for warrants exercised at a price of 2.84p
for a value of (GBP25,000) $28,031
(9) On 30 November 2022, the Company issued 84,745 new ordinary
shares in the Company for warrants exercised at a price of 3.55p
for a value of (GBP3,008) $3,638
(10) On 15 December 2022, the Company raised gross proceeds of
GBP9,896,135 ($12,018,934) through the placing of 197,922,716 new
ordinary shares in the Company at a price of 5.00p per share.
18. 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:
2023 2022
$ $
Share-based payments 808,760 3,327,911
Warrants exercised (18,071) (448,412)
Options expired (146,480) (18,980)
644,209 2,860,519
---------- ----------
The following table sets out the movements of warrants and
options during the year:
2023 2023 2022 2022
Warrants Weighted Warrants Weighted
and Options average exercise and average exercise
price $ Options price $
Outstanding at
the beginning of
the year 67,882,138 0.13 70,154,090 0.24
Granted during
the year 8,000,000 0.08 6,000,000 0.18
Exercised during
the year (965,027) 0.35 (3,815,050) 0.04
Expired during
the year (12,395,005) 0.254 (1,156,902) 0.305
Lapsed during the
year (2,000,000) 0.16 (3,300,000) 0.18
-------------- -------------
Outstanding at
the end of the
year 60,522,106 0.11 67,882,138 0.13
-------------- -------------
The warrants and options outstanding at 30 June 2023 had an
exercise price in the range of $0.04 to $0.305 (2022: range of
$0.04 to $0.305) and a weighted-average contractual life of 6.55
years (2022: 5.81 years). The warrants exercised during the year
were at an exercise price of $0.03 - $0.04 (2.84 pence - 3.55
pence) - see note 18 for further breakdown.
The share price at the time of exercise of the warrants and
options was an average of $0.076 (GBP0.061) (2022: $0.25,
GBP0.196), ranging from $0.0794-$0.106 (GBP0.0635-GBP0.085).
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 04 12 04 12 04 12
2020 2020 2020 (1) 2020 (2) 2020 (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 Award
08 12 24 01 15 04 21 06 16 02 23 02
2020 2020 2021 2021 2022 2023
------- ------- ------------- ---------- ---------- ----------
Fair value
at grant date 0.03 0 0.245 0.253 0.56 .54
------- ------- ------------- ---------- ---------- ----------
Share price
at grant date 0.038 0 0.161 0.257 0.1085 .54
------- ------- ------------- ---------- ---------- ----------
0.11 & 0.188 & 0.296 &
Exercise price 0.038 0.038 0.112 0.134 0.1747 .0756
------- ------- ------------- ---------- ---------- ----------
Expected volatility 76% 87.70% 76% 76% 55% 77%
------- ------- ------------- ---------- ---------- ----------
Expected life
years 5 3 2 10 9 9
------- ------- ------------- ---------- ---------- ----------
Expected dividend - - - - - -
yield
------- ------- ------------- ---------- ---------- ----------
Risk-free interest
rate 0.32% 0.32% 0.32% 0.32% 1.53% 3.57%
------- ------- ------------- ---------- ---------- ----------
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
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 22,046,950 3 December 2025 0.0344
4 December 2020 1,275,156 15 September 2023 to 20 0.043-0.286
October 2024
21 June 2021 3,000,000 20 June 2031 0.1271
21 June 2021 15,200,000 20 June 2031 0.279
16 February 2022 1,000,000 15 February 2032 0.165
23 February 2023 8,000,000 23 February 2033 .0794
--------------
60,522,106
--------------
There are 60,522,106 (2022: 67,882,138) options/warrants
exercisable at year end. An amount of $808,760 (2022: $3,327,911)
was charged against the share option reserve.
19. Other reserves
Merger reserve 30 June 30 June
2023 2022
$ $
Opening balance (349,710) (349,710)
Reversal on deregistration 349,710 -
--------- ---------
As at 30 June - (349,710)
--------- ---------
The merger reserve arose on the acquisition of CJT Ventures
Limited. This entity was deregistered during the course of the year
and as such, this reserve has been eliminated.
Foreign currency reserve 30 June 30 June
2022
2023 $
$
Opening balance (911,337) (36,282)
Movement 661,215 (875,055)
--------- ---------
As at 30 June (250,122) (911,337)
--------- ---------
Share option reserve 2023 2022
$ $
Opening balance 3,848,395 987,876
Share based payments 808,760 3,327,911
Warrants expired (146,480) (467,392)
Warrants exercised (18,071) -
--------- ---------
As at 30 June 4,492,604 3,848,395
--------- ---------
Total Other Reserves 4,242,482 2,587,348
========= =========
20. 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 2023 and 30 June 2022 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 depreciated since 1 July 2022 (from 1 TZS = 0.000430
USD to 1 TZS = 0.000397 USD) 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 and this is usually held
in US Dollars. 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
2023 2022
Increase/(decrease) in USD/ TzSh
20% 195,621 87,085
-20% (195,621) (87,085)
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
2023 2022
Cash and cash equivalents $ $
US Dollar 8,743,568 3,709,922
GBP 852,248 1,184,601
Tanzanian Shillings 4,970 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.
21. 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
2023 2022
$ $
Liabilities at amortised cost 2,857,156 611,273
----------- ----------
Cash and cash equivalents at amortised
cost 9,600,786 4,906,153
Financial assets at amortised cost 1,303,612 1,373,452
=========== ==========
10,904,398 6,279,605
=========== ==========
22. List of subsidiaries
At 30 June 2023, 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
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.
CJT Ventures Limited has been wound up and was issued with a
Strike Off Notice on 1 May 2023.
23. 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. All of these relinquishments were
fully impaired to the extent of $8,520,929 in the prior financial
year.
These licences include commitments to pay licence fees and
minimum spending requirements. There is no legal obligation to pay
these licence fees, but it is a condition of retaining the
licences. As at 30 June 2023 these are as follows:
30 June 2023 30 June 2023 30 June
2023
Licence fees Minimum spend Total $
$ $
Not later than one year 592,438 296,219 888,657
Later than one year but less
than 5 years 212,052 106,026 318,078
More than 5 years - - -
------------- -------------- ----------
Total 804,490 402,245 1,206,735
------------- -------------- ----------
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 - - -
------------- -------------- ----------
1,671,437 853,368 2,524,805
------------- -------------- ----------
24. Operating leases
The Group had no operating leases in either year.
25. 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 $72,226 (2022: $80,296) for director
services to the Company. The balance outstanding at year end was
$24,900 (2022: $Nil).
All related party transactions took place at arm's length.
26. Reconciliation of movement in debt position
Non cash changes
At 30 June Cash flows Foreign Interest Bonds converted At 30 June
2022 exchange charged to equity 2023
movements
$ $ $ $ $ $
Cash and Cash
equivalents
Cash 4,906,153 4,830,512 (135,879) - - 9,600,786
TOTAL 4,906,153 4,830,512 (135,879) 9,600,786
---------- ---------- ---------- -------- --------------- ----------
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
---------- ------------ ---------- -------- --------------- ----------
27. Post balance sheet events
On 10 July 2023, the Company announced the acquisition of the
Epiroc Predator 220 drilling rig .
On 11 July 2023, the company issued 587,457 Ordinary Shares in
the Company to a service provider in lieu of cash payment.
On 18 July 2023, the company issued 450,000 Ordinary Shares
pursuant to the exercise of warrants.
On 7 August 2023, the company issued 6,000,000 Ordinary Shares
pursuant to the exercise of options and issued 56,638 Ordinary
Shares to a service provider in lieu of cash.
On 7 September 2023 , the Company announced that it had raised
gross proceeds of GBP6.3 million before expenses (approximately
$7.875 million) in a placing and subscription through the issue of
an aggregate of 105,000,000 new ordinary shares at a price of 6
pence per new ordinary share . Additionally, the Company raised
GBP500,000 (approximately $625,000) through a Retail Offer via
PrimaryBid through the issue of 8,333,333 new ordinary shares at 6p
per new ordinary share . The Company also issued 750,000 Ordinary
Shares at 6p per new ordinary share in in lieu of certain advisory
fees.
On 12 September 2023, the Company announced the issue of 1
million new ordinary shares pursuant to the exercise of
options.
On 25 September 2023, the Company announced that drilling had
commenced at the Tai 3 well at the Rukwa project in Tanzania.
Since 12 September 2023, the Company has issued a further
11,275,000 new ordinary shares pursuant to the exercise of
options.
28. Foreign Currency Reserve Adjustment
During the year ended 30 June 2022, the Group changed the
functional currency of Helium One UK Limited from Pound Sterling to
US Dollars in order to align this entity with the Group. As a
consequence, the inter-company loan accounts were revalued and
aligned. This decision was made after the Group audit had been
completed. In order to reflect this in the consolidated Financial
Statements, an amount of $721,237 has been recorded in the current
year within retained earnings and the foreign currency reserve in
order to correct the brought forward position. The prior year
Financial Statements have not been retrospectively restated on the
basis that this is not considered material.
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END
FR MZMMMZDVGFZZ
(END) Dow Jones Newswires
November 15, 2023 02:00 ET (07:00 GMT)
Helium One Global (LSE:HE1)
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Helium One Global (LSE:HE1)
Historical Stock Chart
From Dec 2023 to Dec 2024
