HEV Helium Ventures PLC

 
TIDMHEV 
 
Helium Ventures plc 
 
("Helium Ventures" or the "Company") 
 
Update on Acquisition & Suspension 
 
Subscription Agreement with Vestigo Technologies Ltd 
 
Helium Ventures (AQSE: HEV), a London based investment company initially focused 
on opportunities within the helium sector, announces that, further to the 
announcement on 7 October 2022, the proposed acquisition of Vestigo Technologies 
Ltd ("Trackimo") has been terminated and the Company has instead entered into an 
agreement to subscribe for £250,000 new ordinary shares in Trackimo 
("Subscription Agreement"). 
 
On 7 October 2022 Helium Ventures announced that it had entered into a term 
sheet outlining its intention to acquire the entire issued share capital of 
Trackimo and seek admission to trading on the London Stock Exchange. Following 
assessment of the current markets in collaboration with the Company, Trackimo 
will now be pursuing an IPO on the AIM Market ("Trackimo IPO"). The Company will 
receive a total value of £1.55 million in Trackimo shares ("Fee Shares") at the 
Trackimo IPO subscription price ("IPO Price"), or price to be determined by an 
independent valuation of Trackimo, if the Trackimo IPO does not proceed 
("Alternative Subscription Price"). 
 
The £1.55 million accounts for professional costs, management time and 
Trackimo's release from exclusivity undertakings for the AIM IPO transaction. 
The valuation mechanism states that if the AIM IPO does not complete, the 
Trackimo shares issued to Helium Ventures will be at the Alternative 
Subscription Price. 
 
Subscription Agreement 
 
In addition to the above, the Company has agreed to pay upfront £250,000 for a 
proposed subscription of £250,000 of new ordinary shares in Trackimo 
("Subscription Shares") to fulfil certain banking covenants and support 
Trackimo's working capital leading up to the potential AIM IPO. 
 
Furthermore, for the Company's continued support and assistance throughout the 
transaction, Trackimo will issue the Company an additional £100,000 new ordinary 
shares on completion of the Trackimo IPO ("Support Shares"). 
 
The Company has also 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 an agreed 
formula) ("Warrant Shares"). 
 
In aggregate, the issue of the Fee Shares, Subscription Shares, Support Shares 
and Warrant Shares (together the "Trackimo Shares") to the Company is capped at 
9.99% of the enlarged issued share capital of Trackimo. The Trackimo Shares will 
be issued at the date of the Trackimo IPO at the IPO Price or in the event the 
Trackimo IPO does not proceed, the Trackimo Shares will be issued at the 
Alternative Subscription Price. 
 
Update on Suspension 
 
The Company is working with its advisers with regards to lifting the suspension 
of trading in the Company's shares on AQSE. A further announcement will be made 
in due course. 
 
Charlie Wood, Director of the Company commented: "We are pleased to announce our 
investment into Trackimo, a dynamic technology-driven company. While we 
acknowledge that unforeseen circumstances have led to certain delays in our 
collaboration, we are eagerly anticipating the opportunity to become a dedicated 
and supportive shareholder within the vibrant landscape of this high-growth tech 
venture." 
 
This announcement contains inside information for the purposes of the UK Market 
Abuse Regulation and the Directors of the Company accept responsibility for the 
contents of this announcement. 
 
ENDS 
 
Enquiries: 
 
Helium Ventures plc                                    +44 (0) 20 3475 6834 
 
Neil Ritson 
Cairn Financial Advisers LLP (AQSE Corporate Adviser)  +44 (0) 20 72130 880 
 
Liam Murray / Ludovico Lazzaretti 
 
For more information please visit:www.heliumvs.com 
 
Forward Looking Statements: 
 
Certain statements made in this announcement are forward-looking statements. 
These forward-looking statements are not historical facts but rather are based 
on the Company's current expectations, estimates, and projections about its 
industry; its beliefs; and assumptions. Words such as 'anticipates,' 'expects,' 
'intends,' 'plans,' 'believes,' 'seeks,' 'estimates,' and similar expressions 
are intended to identify forward-looking statements. These statements are not a 
guarantee of future performance and are subject to known and unknown risks, 
uncertainties, and other factors, some of which are beyond the Company's 
control, are difficult to predict, and could cause actual results to differ 
materially from those expressed or forecasted in the forward-looking statements. 
The Company cautions security holders and prospective security holders not to 
place undue reliance on these forward-looking statements, which reflect the view 
of the Company only as of the date of this announcement. The forward-looking 
statements made in this announcement relate only to events as of the date on 
which the statements are made. The Company will not undertake any obligation to 
release publicly any revisions or updates to these forward-looking statements to 
reflect events, circumstances, or unanticipated events occurring after the date 
of this announcement except as required by law or by any appropriate regulatory 
authority. 
 
 
This information was brought to you by Cision http://news.cision.com 
 
 
END 
 
 

(END) Dow Jones Newswires

October 09, 2023 04:05 ET (08:05 GMT)

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