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Helium Ventures Plc - Half-year Report


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Helium Ventures PLC · HEV

31/01/2022 07:49

Helium Ventures Plc - Half-year Report PR Newswire

Helium Ventures Plc

(“Helium Ventures” or the “Company”)

Half-Year Report for the Six Months Ended 31 October 2021

Helium Ventures (Aquis Exchange: HEV), a London based investment company focused on opportunities within the helium sector, is pleased to present its unaudited half-year results for the six-month period ended 31 October 2021.

Highlights

•     Successfully admitted to trading on the Aquis Stock Exchange Growth Market on 8 July 2021 with a strategy to invest in the upstream natural gas sector, with a focus on helium

•     Completed first investment in October 2021 of AUD $400,000 into Blue Star Helium Limited, with operations and exploration projects in North America, with a strategy to find and develop new supplies of low-cost, high-grade helium

•     Cash at period end of £0.7 million

Chairman’s Statement

I am pleased to present the Company’s first interim financial statements for the period from incorporation on 23 April 2021 to 31 October 2021.

During the period, the Company successfully completed a fundraise of £924,000 in support of its strategy to invest in opportunities within the helium sector, and the listing of its ordinary shares on the Aquis Stock Exchange Growth Market (AQSE). The net loss of £270,349 reflects the costs largely incurred by the Company in respect of the listing process.

On 29 October 2021, the Company announced its first investment of AUD $400,0000 into Blue Star Helium Limited, an independent helium exploration and production company, headquartered in Australia, with operations and exploration projects in North America. Its strategy is to find and develop new supplies of low-cost, high-grade helium in North America. Our investment in Blue Star Helium has gained the Company exposure to an immediate and exciting drill programme, early results of which are highly encouraging.

Following the end of the reported period, the Company completed its dual listing on the OTCQB Market, the mid-tier OTC Equity Market in the US. It is hoped that the additional listing will in turn result in enhanced awareness of the Company’s activities in the US and increased liquidity in the Company’s shares.

The Board has been reviewing a number of projects since admission to AQSE and is looking forward to making further investments into a sector which is suffering a significant and widening supply deficit and in which there is a critical need for new and reliable sources of low carbon helium production.

Neil Ritson
Chairman

The financial statements contained in this announcement have been reviewed by the Company’s auditor.

This announcement contains inside information for the purposes of the UK Market Abuse Regulation and the Directors of the Company accept responsibility for the contents of this announcement.

ENDS

Enquiries:

Helium Ventures plc       
Neil Ritson                                                                                       +44 (0) 20 3475 6834

Vigo Consulting (financial communications)
Ben Simons                                                                                     +44 (0) 20 7390 0230

Cairn Financial Advisers LLP (AQSE Corporate Adviser)          
Liam Murray                                                                                    +44 (0) 20 72130 880
Ludovico Lazzaretti           



HELIUM VENTURES PLC – CONDENSED INTERIM FINANCIAL STATEMENTS

STATEMENT OF COMPREHENSIVE INCOME

FOR THE PERIOD FROM INCORPORATION TO 31 OCTOBER 2021

Unaudited
Period ended 31 October 2021
Notes £
Administrative expenses (270,317)
Operating loss (270,317)
Finance income/(expense) (32)
Loss before taxation (270,349)
Income tax 6 -
Loss for the period from continuing operations (270,349)
Total loss for the year attributable to equity holders of the Company
Other comprehensive loss -
Total comprehensive loss attributable to equity holders of the Company (270,349)
Basic & dilutive earnings per ordinary share (pence) 7 (2.17)

The notes form an integral part of the Unaudited Condensed Interim Financial Statements.

HELIUM VENTURES PLC – CONDENSED INTERIM FINANCIAL STATEMENTS

STATEMENT OF FINANCIAL POSITION

AS AT 31 OCTOBER 2021



Notes
Unaudited
As at
31 October 2021
£
ASSETS
CURRENT ASSETS
Cash and cash equivalents 8 703,526
Trade & Other Receivables 9 38,024
TOTAL ASSETS 741,550
LIABILITIES
CURRENT LIABILITIES
Trade and other payables 10 4,784
TOTAL LIABILITIES 4,784
NET ASSETS 736,766
EQUITY
Share Capital 11 168,400
Share Premium 11 820,100
Share Based Payment Reserves 12 18,615
Retained Earnings (270,349)
TOTAL EQUITY 736,766



HELIUM VENTURES PLC – CONDENSED INTERIM FINANCIAL STATEMENTS

STATEMENT OF CASHFLOW                                        

FOR THE PERIOD FROM INCORPORATION TO 31 OCTOBER 2021

The notes form an integral part of the Unaudited Condensed Interim Financial Statements.


 
Unaudited
Period to 31 October 2021
£
Cash flow from operating activities
Loss before income tax (270,349)
Adjustments for
Share based payment 18,615
Changes in working capital:
Decrease / (increase) in other receivables (38,024)
Increase / (decrease) in trade payables 3,024
Decrease / (increase) in other payables 1,760
Net cash used in operating activities (284,974)
Cashflows from financing activities
Proceeds from issue of ordinary shares 1,000,000
Share issue costs (11,500)
Net increase in cash and cash equivalents 703,526
Cash and cash equivalents at beginning of financial year -
Cash and cash equivalents at end of financial year 703,526



HELIUM VENTURES PLC – CONDENSED INTERIM FINANCIAL STATEMENTS

STATEMENT OF CHANGES IN EQUITY

FOR THE PERIOD FROM INCORPORATION TO 31 OCTOBER 2021

Ordinary
Share
capital

Share
Premium
Share Based Payment Reserves
Retained
earnings

Total
equity
£ £ £ £ £
Comprehensive income for the period
Profit for the period - - (270,349) (270,349)
Total comprehensive income for the period - - (270,349) (270,349)
Transactions with owners
Ordinary Shares issued 168,400 831,600 - 1,000,000
Warrants issued 18,615 18,615
Share Issue Costs - (11,500) - - (11,500)
Total transactions with owners 168,400 820,100 18,615 (270,349) 736,766
As at 31 October 2021 168,400 820,100 18,615 (270,349) 736,766


 

HELIUM VENTURES PLC – CONDENSED INTERIM FINANCIAL STATEMENTS

NOTES TO THE INTERIM FINANCIAL INFORMATION

FOR THE PERIOD FROM INCORPORATION TO 31 OCTOBER 2021

1             General information

The Company was incorporated on 23 April 2021 in England and Wales with Registered Number 13355240 under the Companies Act 2006.

The address of its registered office is Eccleston Yards, 25 Eccleston Place, London SW1W 9NF, United Kingdom.

The principal activity of the Company is to seek suitable investment opportunities.

The Company commenced trading on the Aquis Stock Exchange (AQSE) Growth Market on 8 July 2021.

2             Accounting Policies

IAS 8 requires that management shall use its judgement in developing and applying accounting policies that result in information which is relevant to the economic decision-making needs of users, that are reliable, free from bias, prudent, complete and represent faithfully the financial position, financial performance and cash flows of the entity.

3             Basis of preparation

The Condensed Interim Financial Statements have been prepared in accordance with the requirements of the AQSE Rules and International Accounting Standards in conformity with the requirements of the Companies Act 2006 and the Companies Act 2006 applicable to companies reporting under IFRS.

The Condensed Interim Financial Statements have not been prepared in accordance with IAS 34 “Interim Financial Statements.” The Condensed Interim Financial Statements do not include all disclosures that would otherwise be required in a complete set of financial statements but have been prepared in accordance with the existing accounting policies of the Company.

The Interim Financial Statements for the period from incorporation to 31 October 2021 are unaudited.

The Company Financial Information has been prepared using the measurement bases specified by IFRS for each type of asset, liability, income and expense.

The Historic Financial Information does not constitute statutory accounts within the meaning of section 434 of the Companies Act 2006.

The Historic Financial Information is presented in £ unless otherwise stated, which is the Company’s functional and presentational currency.

No comparative figures have been presented as the Interim Financial Information covers the full period from incorporation on 23 April 2021.

Going concern

The Directors have made an assessment of the Company’s ability to continue as a going concern and are satisfied that the Company has the adequate resources to continue in operational existence for the foreseeable future. The Company, therefore, continues to adopt the going concern basis in preparing its interim financial statements.

Accounting policies

The same accounting policies, presentation and methods of computation have been followed in these Condensed Interim Financial Statements as were applied in the preparation of the Company’s historic financial information for the year period ended 21 May 2021, as included in the Admission Document dated 7 July 2021, except for the impact of the adoption of the Standards and interpretations described below and new accounting policies adopted as a result of changes in the Company.

Standards and interpretations adopted in the period

There were no new standards or interpretations adopted by the Company in the period.

Standards and interpretations issued and not yet effective:

Standards, amendments and interpretations that are not yet effective and have not been early adopted are as follows:

Standard   Impact on initial application Effective date
IFRS 3 Reference to Conceptual Framework 1 January 2022
IAS 37 Onerous contracts 1 January 2022
IAS 16 Proceeds before intended use 1 January 2022
Annual improvements 2018-2020 Cycle 1 January 2022
IFRS 17 Insurance contracts 1 January 2023
IAS 8 Accounting estimates 1 January 2023
IAS 1 Classification of Liabilities as Current or Non-Current. 1 January 2023

4             Critical accounting estimates and judgments

In preparing the Condensed Interim Financial Statements, the Directors have to make judgments on how to apply the Company’s accounting policies and make estimates about the future. Estimates and judgements are continuously evaluated based on historical experiences and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may deviate from these estimates and assumptions.

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below.

          Employees and directors’ remuneration

There were no employees of the Company in the period under review, other than the three directors. Directors’ remuneration for the period was as follows: 

Total remuneration to 31 October 
 2021 
£ 
Neil Ritson 7,787 
Jonathan Owen 7,787 
Fungai Ndoro 7,787 
23,361 

6             Income Tax


31 October
 2021
£
Current tax -
Deferred tax -
Income tax expense -

Income tax can be reconciled to the loss in the statement of comprehensive income as follows:

Period ended 31 October  2021                  £
Loss before taxation (270,349)
Tax at the UK corporation tax rate of 19% (51,366)
Tax losses on which no deferred tax asset has been recognised 51,366
-

The corporation tax rate for the year beginning 1 April 2022 to remain at 19% and from 1 April 2023 to increase to 25%. The impact of this rate change has been considered in this interim financial statements.

7             Earnings per Ordinary Share

There were no potentially dilutive instruments in issue at the period end.

As at 31 October 2021
Earnings
£
Weighted average number of Ordinary Shares Per-share amount
(pence)
Basic and dilutive earnings per Ordinary Share
Earnings attributable to Shareholders (270,349) 12,451,250 (2.17)

There is no difference between the diluted loss per share and the basic loss per share presented. . Share options and warrants could potentially dilute basic earnings per share in the future but were not included in the calculation of diluted earnings per share as they are anti-dilutive for the period presented.

8             Cash and Cash Equivalents

31 October 2021
£
Cash and cash equivalents 703,526
703,526

9             Trade and Other Receivables

31 October 2021
£
Other receivables 38,024
38,024
10           Trade & Other Payables
31 October  2021
£
Trade Creditors 3,024
Other Payables 1,760
4,784

11           Share Capital & Share Premium

Ordinary Shares Share       Capital Share Premium Total £
# £ £ £
Issue of ordinary shares on incorporation1 5,000,000 50,000 - 50,000
Issue of ordinary shares 2 2,600,000 26,000 - 26,000
Issue of ordinary shares 3 9,240,000 92,400 831,600 924,000
Share issue costs - - (11,500) (11,500)
At 31 October 2021 16,840,000 168,400 820,100 988,500

1 On incorporation on 23 April 2021 the Company issued 5,000,000 ordinary shares of £0.01 at their nominal value of £0.01.

2 On 15 June 2021, the Company issued 2,600,000 ordinary shares at their nominal value of £0.01.

3 On admission to the Aquis Stock Exchange Growth Market on 8 July 2021, 9,240,000 shares were issued at a placing price of £0.10.

12           Share Based Payment Reserves

Total
£
Advisor warrants Issued 1 8,520
Broker warrants issued 2 10,095
At 31 October 2021 18,615

1 On 1 May 2021, the board of directors entered into an agreement to issue 200,000 Advisor Warrants to Cairn subject to and conditional on Admission. The Advisor Warrants are exercisable at the price of £0.1 per Ordinary Share and are exercisable either in whole or part for a period of five years from the date of admission.

2 On 8 June 2021, the board of directors entered into an agreement to issue 300,000 Broker Warrants to Pello subject to and conditional on Admission. The Broker Warrants are exercisable at the price of £0.1 per Ordinary Share and are exercisable either in whole or part for a period of three years from the date of admission.

3 On 16 June 2021, 7.6 million founder warrants were issued linked to existing shares. Each warrant entitles the holder to subscribe for one share at a price of £0.05 for a period of three years from grant.

The estimated fair values of options which fall under IFRS 2, and the inputs used in the Black-Scholes model to calculate those fair values are as follows:

Date of grant Number of warrants Share Price Exercise Price Expected volatility Expected life Risk free rate Expected dividends
8 July 2021 200,000 £0.10 £0.10 50.00% 5 15.00% 0.00%
8 July 2021 300,000 £0.10 £0.10 50.00% 3 15.00% 0.00%

 Warrants

Number of Warrants Exercise Price Expiry date
On incorporation
Issued on 1 May 2021 200,000 £0.10 8 July 2026
Issued on 8 June 2021 300,000 £0.10 8 July 2024
Issued on 16 June 2021 7,200,000 £0.05 16 June 2024
At 31 October 2021 7,700,000 £0.05

The weighted average exercise price of the warrants exercisable at 31 October 2021 is £0.05.

The weighted average time to expiry of the warrants as at 31 October 2021 is 3.05 years.

The 7,200,000 warrants issued on 16 June 2021 were issued alongside the placing of ordinary shares and as such are not fair valued separately.

13           Related Party Transactions

On incorporation, the Company issued 5,000,000 Ordinary Shares of £0.01 at £0.01 per Ordinary Share to Orana Corporate LLP, an entity of which former director Charles Wood is a Partner. Subsequently these shares were subscribed for by the founding shareholders and 5,000,000 transferred to these founding shareholders, including 100,000 shares to Ryan Neates and 1,600,000 shares to Charles Wood. Ryan Neates and Charles Wood were both Directors of the Company during the period to 21 May 2021 and resigned as directors of the Company on l 2021. All of these shares held by Charles Wood and Ryan Neates were paid up during the period.

A further 2,600,000 Ordinary Shares of £0.01 at £0.01 per Ordinary Share were issued on 15th June 2021. 750,000 shares for a cash consideration of £7,500 were issued to Neil Ritson and 500,000 shares for a cash consideration of £5,000 were issued to Jonathan Owen; both are Directors of the Company.

On listing on AQSE, the Company issued a further 9,240,000 Ordinary shares of £0.01 at £0.10 per Ordinary Share. 300,000 shares for a cash consideration of £30,000 were issued to Neil Ritson.

All of these shares are paid up.

On 16th June 2021, the Company issued 7,600,000 Founder Warrants entitling the holder to subscribe for one share at a price of £0.05 for a period of three years from grant. Those who acted as Directors of the Company during the period were issued with the following: 1,600,000 Founder Warrants were issued to Charles Wood, 100,000 Founder Warrants were issued to Ryan Neates, 750,000 Founder Warrants were issued to Neil Ritson, and 500,000 Founder Warrants were issued to Jonathan Owen.

Orana Corporate LLP has a service agreement with the Company for the provision of accounting and company secretarial services. In the period Orana Corporate LLP received £35,080 for these services from the Company.

Director Neil Ritson has an interest in Energy Consulting which has received £9,066 for its services during the period from the Company.

14           Ultimate Controlling Party

As at 31 October 2021, there was no ultimate controlling party of the Company.

15           Post Balance Sheet Events

On 3 November 2021, the Company acquired an investment in Blue Star Helium Limited. The investment totalled AUD 400,000 at AUD 5.6 cents per share and was part of a AUD 15 million fundraise. The Company holds 7,142,858 shares in Blue Star Helium Limited representing 0.45% of the total issued shares in that company.

On 4th January 2022 the Company began dual trading on the OTQCB Market in the US. The Company believes that the dual trading of its shares on the UK Aquis Stock Exchange and the US OTCQB market will provide enhanced investor benefits, including easier access to trading for investors based in the US and increased liquidity provided by a broader pool of potential investors.

Other than above, there has been no significant change in either the financial performance or the financial position of the Company since 31 October 2021.

16           Nature of the Interim Financial Statements

The Company Financial Information presented above does not constitute statutory accounts for the period under review. 

17           Approval of the Condensed Interim Financial Statements

The Condensed Interim Financial Statements were approved by the Board of Directors on 28 January 2022.

Note:

Certain statements made in this announcement are forward-looking statements. These forward-looking statements are not historical facts but rather are based on the Company's current expectations, estimates, and projections about its industry; its beliefs; and assumptions. Words such as 'anticipates,' 'expects,' 'intends,' 'plans,' 'believes,' 'seeks,' 'estimates,' and similar expressions are intended to identify forward-looking statements. These statements are not a guarantee of future performance and are subject to known and unknown risks, uncertainties, and other factors, some of which are beyond the Company's control, are difficult to predict, and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. The Company cautions security holders and prospective security holders not to place undue reliance on these forward-looking statements, which reflect the view of the Company only as of the date of this announcement. The forward-looking statements made in this announcement relate only to events as of the date on which the statements are made. The Company will not undertake any obligation to release publicly any revisions or updates to these forward-looking statements to reflect events, circumstances, or unanticipated events occurring after the date of this announcement except as required by law or by any appropriate regulatory authority.

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