Helium Ventures Plc - Final Results for the year ended 30 April 2023

Helium Ventures plc

(“Helium Ventures” or the “Company”)

Final Results for the year ended 30 April 2023

Helium Ventures (AQSE: HEV), a London based investment company, announces its audited final results for the year ended 30 April 2023.

CHAIRMAN’S STATEMENT

I am pleased to present the Chairman’s statement for the Company, covering the twelve months to 30 April 2023.  The Company was incorporated in 2021 as a Special Purpose Acquisition Company with the aim of investing in low carbon, pure play, helium projects internationally.  Following admission on the AQSE Growth Market, a secondary listing on the US OTC market was achieved in order to make the Company’s shares more accessible to a wider audience.

Whilst the Board reviewed a wide range of helium projects globally, we were unable to secure a project which met our investment criteria and which we could complete within our target timeframe.  An opportunity arose to acquire Vestigo Technologies Ltd (“Trackimo”), which owns and distributes its advanced tracking software product, Trackimo and associated hardware and intellectual property, providing utilisation of our capital at a premium to our share price and exposure to a high growth business with significant existing revenues and strong partnerships with tier one global technology businesses. On 7 October 2022, the Company announced the conditional acquisition of Trackimo, to be satisfied by the issue of Helium Ventures shares.

On 21 September 2023, the Company raised net proceeds of £250,000 through the issue of 6,250,000 new ordinary shares of 1 pence each at price of 4 pence per share to support the ongoing transaction and provide additional working capital.

On 9 October 2023, the proposed acquisition of Trackimo was terminated and the Company instead entered into an agreement to subscribe for £250,000 new ordinary shares in Trackimo with the proceeds of the recent placing. The Company will receive a total value of £1.55 million in Trackimo shares at the Trackimo IPO subscription price, or at a price to be determined by an independent valuation of Trackimo, if the Trackimo IPO does not proceed. Furthermore, for the Company’s continued support and assistance throughout the transaction, Trackimo has also agreed to issue the Company an additional £100,000 new ordinary shares on completion of the Trackimo IPO.

The Company has agreed with Trackimo that any remaining proceeds received from the potential exercise of warrants in the Company, once the Company’s general working capital and operating costs have been deducted, will be invested into Trackimo, with the Company receiving shares (calculated on the above agreed valuation).

At the date of this report, the total consideration due to the Company is £1,900,000 in the form of Trackimo equity which will be issued to the Company at either the Trackimo IPO or at the long stop date of 31 March 2024.  The issuance of Trackimo equity to the Company will be capped at 9.99% of the enlarged issued share capital of Trackimo.

The Company continues to hold 7,142,858 ordinary shares in Blue Star Helium Limited (“Blue Star”), an ASX listed company with a portfolio of helium acreage in the USA.  Blue Star has made excellent progress during recent months and has recently completed a US$7m equity raise alongside a gas processing agreement with IACX Energy LLC which will enable maiden production at their Voyager Helium discovery during Q4, 2023. The global helium market dynamics remain strong and it is hoped that the Blue Star equity valuation will fully reflect that once production is established.

We believe that the recent re-structuring of the transaction with Trackimo will enable the Company to secure value for its shareholders in a potentially AIM listed company. Once the Trackimo shares are issued the Company will re-assess the best method to ensure that shareholders can receive value for the underlying shareholdings held within Helium Ventures.

I would like to thank our shareholders, my fellow directors, and our professional advisers for their ongoing support.

Neil Ritson, Non-Executive Chairman

30 October 2023

MATERIAL UNCERTAINTY RELATED TO GOING CONCERN

The Auditors have drawn attention to note 2.2 in the financial statements, which indicates that the Company incurred a net loss of £429,657 and incurred operating cash outflows of £279,621 during the year ended 30 April 2023. As stated in note 2.2, these events or conditions, along with the other matters as set forth in note 2.2, indicate that a material uncertainty exists that may cast significant doubt on the Company’s ability to continue as a going concern. The Auditors opinion is not modified in respect of this matter.

STATEMENT OF COMPREHENSIVE INCOME FOR THE PERIOD ENDED 30 APRIL 2023

The statement of comprehensive income has been prepared on the basis that all operations are continuing operations. The accompanying notes form part of these financial statements.

STATEMENT OF FINANCIAL POSITION AS AT 30 APRIL 2023

The accompanying notes form part of these financial statements.

The financial statements were approved by the board on 30 October 2023 by:

Neil Ritson, Non-Executive Chairman

STATEMENT OF CHANGES IN EQUITY AS AT 30 APRIL 2023

The accompanying notes form part of these financial statements.

STATEMENT OF CASH FLOW FOR THE YEAR ENDED 30 APRIL 2023

The accompanying notes form part of these financial statements.

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 2023
 

1.      General Information

Helium Ventures plc was incorporated on 23 April 2021 in England and Wales and remains domiciled there with Registered Number 13355240 under the Companies Act 2006.

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

The principal activity of the Company is to seek suitable investment opportunities primarily in potential companies, businesses or asset/(s) that have operations in the natural gas exploration or technology sectors.

The Company listed on the Aquis Stock Exchange (“AQSE”) on 8 July 2021. The Company began dual trading on the US OTCQB Market on 4 January 2022.

2.   Accounting policies

The principal accounting policies applied in preparation of these financial statements are set out below. These policies have been consistently applied unless otherwise stated.

2.1. Basis of preparation

The financial statements for the year ended 30 April 2023 have been prepared by Helium Ventures plc in accordance with the requirements of the AQSE Rules, UK adopted international accounting standards  (‘IFRS’) and requirements of the Companies Act 2006.  The financial statements have been prepared under the historical cost convention, as modified by financial assets and financial liabilities (including derivative instruments) at fair value.

The preparation of financial statements requires the use of certain critical accounting estimates.  It also requires management to exercise its judgement in the process of applying the Company’s accounting policies.  The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant in the financial statements, are disclosed in note 2.9.

2.2. Going concern

The Company’s business activities, together with facts likely to affect its future operations and financial and liquidity positions are set out in the Chairman’s Statement and the Strategic Report. In addition, note 15 to the financial statements disclose the Company’s financial risk management policy.

The Company’s financial statements have been prepared on the going concern basis, which contemplates that the Company will be able to realize its assets and discharge liabilities in the normal course of business. Despite this, there can be no assurance that the Company will either achieve or maintain profitability in the future and financial returns arising therefrom, may be adversely affected by factors outside the control of the Company.

The Company has had recurring losses in the current year and prior period, and its continuation as a going concern is dependent on the Company’s ability to successfully fund its operations by obtaining additional financing from equity injections or other funding.

This indicates that a material uncertainty exists that may cast significant doubt over the Company’s ability to continue as a going concern.

Whilst acknowledging this material uncertainty, the directors consider it appropriate to prepare the consolidated financial statements on a going concern basis for the following reasons:

• The Company may reasonably expect to maintain continued support from shareholders and other financiers that have supported the Company’s previous capital raising to assist with meeting future funding needs; and
• All outgoing and expenditure can be suspended until the sufficient completion of a capital raise.

The financial statements do not include the adjustments that would result if the Company were unable to continue as a going concern. The auditors have made reference to going concern by way of a material uncertainty within their report.

2.3. Cash and cash equivalents

Cash and cash equivalents comprise cash at bank and in hand, and demand deposits with banks and other financial institutions.

2.4. Equity

Share capital is determined using the nominal value of shares that have been issued. 

The Share premium account includes any premiums received on the initial issuing of the share capital. Any transaction costs associated with the issuing of shares are deducted from the Share premium account, net of any related income tax benefits.

Equity-settled share-based payments are credited to a share-based payment reserve as a component of equity until related options or warrants are exercised or lapse. See note 2.7.

Retained losses includes all current and prior period results as disclosed in the income statement.

2.5. Foreign currency translation

The financial statements are presented in Sterling which is the Company’s functional and presentational currency. 

Transactions in currencies other than the functional currency are recognised at the rates of exchange on the dates of the transactions.  At each balance sheet date, monetary assets and liabilities are retranslated at the rates prevailing at the balance sheet date with differences recognised in the Statement of comprehensive income in the year in which they arise.

2.6. Financial instruments

IFRS 9 requires an entity to address the classification, measurement and recognition of financial assets and liabilities. 

a) Classification

The Company classifies its financial assets in the following measurement categories: 

•            those to be measured subsequently at fair value (either through OCI or through profit or loss); 

•            those to be measured at amortised cost; and

•            those to be measured subsequently at fair value through profit or loss. 

The classification depends on the Company’s business model for managing the financial assets and the contractual terms of the cash flows. 

For assets measured at fair value, gains and losses will be recorded either in profit or loss or in OCI. For investments in equity instruments that are not held for trading, this will depend on whether the Company has made an irrevocable election at the time of initial recognition to account for the equity investment at fair value through other comprehensive income (FVOCI). 

b) Recognition 

Purchases and sales of financial assets are recognised on trade date (that is, the date on which the Company commits to purchase or sell the asset). Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Company has transferred substantially all the risks and rewards of ownership. 

During the year the Company acquired an investment in Blue Star Helium Limited. This is an equity investment which is held for trading, and as such it has been classified as a current financial asset at fair value through profit or loss.

c) Measurement 

At initial recognition, the Company measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss (FVPL), transaction costs that are directly attributable to the acquisition of the financial asset. 

Transaction costs of financial assets carried at FVPL are expensed in profit or loss. 

For Blue Star Helium Limited the initial investment was recognised at the fair value of the consideration paid in AUD$400,000 translated into GBP£219,949 at the date of acquisition. See note 12.

Debt instruments 

Amortised cost: Assets that are held for collection of contractual cash flows, where those cash flows represent solely payments of principal and interest, are measured at amortised cost. Interest income from these financial assets is included in finance income using the effective interest rate method. Any gain or loss arising on derecognition is recognised directly in profit or loss and presented in other gains/(losses) together with foreign exchange gains and losses. Impairment losses are presented as a separate line item in the statement of profit or loss. 

Equity instruments 

The Company subsequently measures all equity investments at fair value. Where the Company’s management has elected to present fair value gains and losses on equity investments in OCI, there is no subsequent reclassification of fair value gains and losses to profit or loss following the derecognition of the investment. Dividends from such investments continue to be recognised in profit or loss as other income when the Company’s right to receive payments is established. Changes in the fair value of financial assets at FVPL are recognised in other gains/(losses) in the statement of profit or loss as applicable. Impairment losses (and reversal of impairment losses) on equity investments measured at FVOCI are not reported separately from other changes in fair value. 

At the year end the Company has recognised a fair value loss in the investment in Blue Star Helium Limited. This loss has been determined by reference to the closing share price of Blue Helium Limited at 30 April 2023. See note 12.

d) Impairment 

The Company assesses, on a forward-looking basis, the expected credit losses associated with any debt instruments carried at amortised cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk. For trade receivables, the Company applies the simplified approach permitted by IFRS 9, which requires expected lifetime losses to be recognised from initial recognition of the receivables.

2.7. Equity instruments 

Share capital is determined using the nominal value of shares that have been issued.

The Share premium account includes any premiums received on the initial issuing of the share capital. Any transaction costs associated with the issuing of shares are deducted from the Share premium account.

Share based payments reserves represent the value of equity settled share-based payments provided to employees, including key management personnel, and third parties for services provided.

In accordance with IFRS 2, for equity-settled share-based payment transactions, the entity shall measure the goods or services received, and the corresponding increase in equity, directly, at the fair value of the goods or services received, unless that fair value cannot be estimated reliably. The fair value of the service received in exchange for the grant of options and warrants is recognised as an expense, other than those warrants that were issued in relation to the listing which have been recorded against share premium in equity. If the entity cannot estimate reliably the fair value of the goods or services received, the entity shall measure their value, and the corresponding increase in equity, indirectly, by reference to the fair value of the equity instruments granted.

Retained deficit represents the cumulative retained losses of the Company at the reporting date.

2.8. Taxation 

Tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the income statement because it excludes items of income and expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date. 

Deferred tax is recognised on differences between the carrying amounts of assets and liabilities in the financial information and the corresponding tax bases used in the computation of taxable profit and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from initial recognition of goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates, and interests in joint ventures, except where the Company is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax is calculated at the tax rates that are expected to apply in the year when the liability is settled, or the asset realised. Deferred tax is charged or credited to profit or loss, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.

2.9. Critical accounting judgements and key sources of estimation uncertainty 

The preparation of the financial statements in conformity with IFRSs requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expense. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the year in which the estimates are revised and in any future years affected. There was no significant accounting judgements in the current year.

• Share Based Payments: warrants valued using Black Scholes method

In prior periods, the Company has made awards of warrants on its unissued share capital to certain parties in return for services provided to the Company. The valuation of these warrants involved making a number of critical estimates relating to price volatility, future dividend yields, expected life of the options and interest rates. These assumptions have been integrated into the Black Scholes Option Pricing model in this instance to derive a value for any share-based payments. These judgements and assumptions are described in more detail in note 14. 

The expense charged to the Statement of Comprehensive Income during the year in relation to share based payments was £Nil (2022: £8,520). In the prior period £10,095 was also offset from the share premium account.

 2.10  New standards and interpretations not yet adopted 

New standards, amendments and interpretations adopted by the Company

The adoption of the following mentioned amendments, which were all effective for the years beginning after 1 May 2022, have not had a material impact on the Company’s financial statements:

New standards, amendments and interpretations not yet adopted by the Company:

The Directors have evaluated the impact of transition to the above standards and do not consider that there will be a material impact of transition on the financial statements.

3.      Segmental analysis

The Company manages its operations in one segment, being seeking a suitable investment target. The results of this segment are regularly reviewed by the board as a basis for the allocation of resources, in conjunction with individual investment appraisals, and to assess its performance.

4. Operating Loss

Operating loss for the Company is stated after charging:

5.      Employees

The average number of persons employed by the Company (including executive directors) during the year was:

The aggregate payroll costs of these persons were as follows:

6.  Auditor’s Remuneration

7. Taxation

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

The Company has accumulated tax losses of approximately £158,067 (2022: £84,000) that are available, under current legislation, to be carried forward indefinitely against future profits.

A deferred tax asset has not been recognised in respect of these losses due to the uncertainty of future profits. The amount of the deferred tax asset not recognised is approximately £158,067 (2022: £84,000).

8.      Earnings per share

The calculation of the basic and diluted earnings per share is calculated by dividing the profit or loss for the year by the weighted average number of ordinary shares in issue during the year.

There is no difference between the diluted loss per share and the basic loss per share presented. Share options and warrants could potentially dilute basic earnings per share in the future but were not included in the calculation of diluted earnings per share as they are anti-dilutive for the year presented. See note 14 for further details.
 

9. Cash and cash equivalents

10. Trade and other receivables

11. Trade and other payables

12. Investments held at fair value through profit or loss

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

The investment was recognised as a financial asset held at fair value through profit and loss. It is classified as a current asset as the Company views this as an asset which is likely to be held for the short term only.

During the year a fair value loss was recognised in the income statement reflecting the fall in value from the last revaluation date of AUD 3.9 cents per share at acquisition to AUD 3.1 cents per share at the date of these accounts. The shares were initially purchased for AUD 5.6 cents per share.

Accounting standards, including IFRS 13, prescribe a three-level hierarchy for fair valuing financial instruments. The investment in Blue Star Helium Limited has been measured and recognised in the financial statements at Level 1 as the entity is publicly quoted. The three levels are described below:

Level 1: The fair value of financial instruments traded in active markets (such as publicly traded derivatives, and equity securities) is based on quoted market prices at the end of the reporting year. The quoted market price used for financial assets held by the Company is the current bid price. These instruments are included in level 1.

Level 2: The fair value of financial instruments that are not traded in an active market (e.g. over-the- counter derivatives) is determined using valuation techniques that maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities.

13. Share capital and share premium

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

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

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

14. Share based payment reserves

1 On 1 May 2021, the board of directors entered into an agreement to issue 200,000 Advisor Warrants to Cairn subject to and conditional on Admission. The Advisor Warrants are exercisable at the price of £0.10 per Ordinary Share and are exercisable either in whole or part for a period of five years from the date of admission.  

2 On 8 June 2021, the board of directors entered into an agreement to issue 300,000 Broker Warrants to Pello subject to and conditional on Admission. The Broker Warrants are exercisable at the price of £0.10 per Ordinary Share and are exercisable either in whole or part for a period of three years from the date of admission.  

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

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

The total number of warrants issued during the year:

The weighted average exercise price of the warrants exercisable at 30 April 2023 is £0.05 (2022: £0.05)

The weighted average time to expiry of the warrants as at 30 April is 1.14 years (2022: 2.14 years)

The 7,600,000 warrants issued on 16 June 2021 were issued alongside the placing of ordinary shares and as such are not fair valued separately, as they fall outside of the scope of IFRS 2.  

15.  Financial Instruments and Risk Management

Principal financial instruments

The principal financial instruments used by the Company from which the financial risk arises are as follows:

Financial Assets

Financial Liabilities

The financial liabilities are payable within one year.

General objectives and policies 

As alluded to in the Directors report the overall objective of the Board is to set policies that seek to reduce risk as far as practical without unduly affecting the Company’s competitiveness and flexibility. Further details regarding these policies are: 

Policy on financial risk management 

The Company’s principal financial instruments comprise cash and cash equivalents, other receivables, trade and other payables. The Company’s accounting policies and methods adopted, including the criteria for recognition, the basis on which income and expenses are recognised in respect of each class of financial asset, financial liability and equity instrument are set out in note 2 – “Accounting Policies”.  

The Company does not use financial instruments for speculative purposes. The carrying value of all financial assets and liabilities approximates to their fair value. 

Derivatives, financial instruments and risk management 

The Company does not use derivative instruments or other financial instruments to manage its exposure to fluctuations in foreign currency exchange rates, interest rates and commodity prices. 

Foreign currency risk management 

The Company operates in a global market with income and costs possibly arising in a number of currencies and is exposed to foreign currency risk arising from commercial transactions, translation of assets and liabilities and net investment in foreign subsidiaries. Exposure to commercial transactions arise from sales or purchases by operating companies in currencies other than the Company’s functional currency. Currency exposures are reviewed regularly.

Due to the minimal amount of transactions in AUD, the Company does not consider hedging its investment in Blue Star Helium Limited beneficial because the cash flow risk created from such hedging techniques would outweigh the risk of foreign currency exposure.

The Company has a limited level of exposure to foreign exchange risk through their foreign currency denominated cash balances.

Accordingly, movements in the Sterling exchange rate against these currencies could have a detrimental effect on the Company’s results and financial condition.

 The table below shows the currency profiles of cash and cash equivalents:

Credit risk 

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. The Company has adopted a policy of only dealing with creditworthy counterparties. The Company’s exposure and the credit ratings of its counterparties are monitored by the Board of Directors to ensure that the aggregate value of transactions is spread amongst approved counterparties. 

The Company applies IFRS 9 to measure expected credit losses for receivables, these are regularly monitored and assessed. Receivables are subject to an expected credit loss provision when it is probable that amounts outstanding are not recoverable as set out in the accounting policy. The impact of expected credit losses was immaterial. 

The Company’s principal financial assets are cash and cash equivalents. Cash equivalents include amounts held on deposit with financial institutions. 

The credit risk on liquid funds held in current accounts and available on demand is limited because the Company’s counterparties are banks with high credit-ratings assigned by international credit-rating agencies.

No financial assets have indicators of impairment. 

The Company’s maximum exposure to credit risk is limited to the carrying amount of financial assets recorded in the financial statements. 

Borrowings and interest rate risk 

The Company currently has no borrowings. The Company’s principal financial assets are cash and cash equivalents. Cash equivalents include amounts held on deposit with financial institutions. The effect of variable interest rates is not significant. 

Liquidity risk 

During the year ended 30 April 2023, the Company was financed by cash raised through equity funding. Funds raised surplus to immediate requirements are held as cash deposits in Sterling. 

In managing liquidity risk, the main objective of the Company is to ensure that it has the ability to pay all of its liabilities as they fall due. The Company monitors its levels of working capital to ensure that it can meet its liabilities as they fall due.

The table below shows the undiscounted cash flows on the Company’s financial liabilities as at 30 April 2023 on the basis of their earliest possible contractual maturity.

Capital management

The Company considers its capital to be equal to the sum of its total equity. The Company monitors its capital using a number of key performance indicators including cash flow projections, working capital ratios, the cost to achieve development milestones and potential revenue from partnerships and ongoing licensing activities. 

The Company’s objective when managing its capital is to ensure it obtains sufficient funding for continuing as a going concern. The Company funds its capital requirements through the issue of new shares to investors.

16. Related Party Transactions

Provision of services

Orana Corporate LLP has a service agreement with the Company for the provision of accounting, company secretarial and corporate finance services. In the year to 30 April 2023, Orana Corporate LLP received £41,366 (2022: £50,000) for these services from the Company. 

Directors’ remuneration

For details of the directors’ remuneration paid in the year, see note 5.

Other than these there were no other related party transactions.

17. Ultimate Controlling Party

As at 30 April 2023 there was no ultimate controlling party of the Company. 

18.  Contingent liabilities

As at 30 April 2023 (2022: £0) there were no contingent liabilities for the Company.
 

19.  Capital Commitments

As at 30 April 2023 (2022:  £0) there were no capital commitments for the Company.

20. Events Subsequent to year end

On 21 September 2023, the Company announced that it had raised net proceeds of £250,000 through the issue of 6,250,000 new ordinary shares of 1 pence each at price of 4 pence per share and has issued an additional 812,500 new ordinary shares of 1 pence each at price of 4 pence per share in relation to a placing and a broking fee retainer.

On 9 October 2023, the proposed acquisition of Trackimo was terminated and the Company instead entered into an agreement to subscribe for £250,000 new ordinary shares in Trackimo with the proceeds of the recent placing. The Company will receive a total value of £1.55 million in Trackimo shares at the Trackimo IPO subscription price, or at price to be determined by an independent valuation of Trackimo, if the Trackimo IPO does not proceed. Furthermore, for the Company's continued support and assistance throughout the transaction, Trackimo has also agreed to issue the Company an additional £100,000 new ordinary shares on completion of the Trackimo IPO.

On 10 October 2023, the temporary suspension in the Company’s shares was lifted and trading resumed.

There are no other events of significance subsequent to the year end.

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

ENDS

Enquiries:

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.