HEV Helium Ventures PLC

 

Helium Ventures plc
(“Helium Ventures” or the “Company”)

Final Results for the year ended 30 April 2024

 

Helium Ventures plc (AQSE: HEV), a special purpose acquisition vehicle announces its audited final results for the year ended 30 April 2024.

Following the publication of the final results for the year ended 30 April 2024, the ordinary shares in the Company will be restored to trading on the AQSE Growth Market with effect from 08:00 a.m. on 10 December 2024.

 

CHAIRMAN’S STATEMENT

 

I am pleased to present the Chairman’s statement for the Company, covering the twelve months to 30 April 2024.  The Company continues to hold an interest in two investments: Vestigo Technologies Ltd (“Trackimo” or “Vestigo”) and Blue Star Helium Limited.

On 6 June 2024 the Company entered into an agreement to subscribe for £250,000 new ordinary shares in Trackimo with the proceeds of a placing.  The Company also agreed to 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. By agreement with Trackimo, since an IPO had not proceeded by the long-stop date, the Company was issued with 1,032,407 Class-A shares in Trackimo at a price of approximately 184p per share, representing 19.36% of Trackimo, on 6 June 2024.

The Company also holds 7,142,858 ordinary shares in Blue Star Helium Limited, an ASX listed company with a portfolio of helium acreage in the USA.  Blue Star has made further progress during recent months including a 50% farm-out of its Galactica helium project to AIM quoted Helium One Global Limited.  It is hoped that the Blue Star equity valuation will fully reflect the underlying value once helium production is established within their portfolio.

The Board continues to seek out strategic opportunities, globally, to enhance the value of the Company’s shares following the termination of the Trackimo IPO.  That work is ongoing and shareholders will be updated in the future year as opportunities to create value are identified.

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

 

Neil Ritson, Non-Executive Chairman

9 December 2024

 

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 £292,060 and incurred operating cash outflows of £8,476 during the year ended 30 April 2024. As a result, the company continues to rely on further financing through equity investment or divestment of its assets. 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 2024

 

		Year ended  30 April 2024	Year ended  30 April 2023
	Note	£	£
Continuing Operations
Administrative expenses	5	(291,175)	(389,404)
Fair value loss on financial asset at fair value through profit and loss	13	(86,920)	(39,830)
Other income	4	86,431	-
Foreign exchanges losses		(396)	(423)
Operating loss		(292,060)	(429,657)
Loss before taxation		(292,060)	(429,657)
Taxation on loss of ordinary activities	8	-	-
Loss for the year from continuing operations		(292,060)	(429,657)
Other comprehensive income
Other comprehensive income		-	-
Total comprehensive loss for the year attributable to shareholders from continuing operations		(292,060)	(429,657)
Basic & diluted earnings per share - pence	9	(1.38)	(2.55)

 

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 2024

 

	Note	As at 30 April 2024 £	As at 30 April 2023 £
NON-CURRENT ASSETS
Investments held at fair value through profit or loss	13	250,000	-
CURRENT ASSETS
Cash and cash equivalents	10	56,215	64,691
Trade and other receivables	11	15,407	3,002
Investments held at fair value through profit or loss	13	29,689	116,609
TOTAL CURRENT ASSETS		101,311	184,302
TOTAL ASSETS		351,311	184,302
EQUITY
Share capital	14	239,025	168,400
Share premium	14	1,004,380	810,005
Share based payment reserve	15	18,615	18,615
Retained deficit		(1,237,891)	(945,831)
TOTAL EQUITY		24,129	51,189
CURRENT LIABILITIES
Trade and other payables	12	327,182	133,113
TOTAL CURRENT LIABILITIES		327,182	133,113
TOTAL LIABILITIES		327,182	133,113
TOTAL EQUITY AND LIABILITIES		351,311	184,302

 

 

The accompanying notes form part of these financial statements.

The financial statements were approved by the board on 9 December 2024 by:

Neil Ritson, Non-Executive Chairman

STATEMENT OF CHANGES IN EQUITY AS AT 30 APRIL 2024

	Ordinary Share capital	Share Premium	Share Based Payment Reserves	Retained deficit	Total equity
	£	£	£	£	£
As at 30 April 2022	168,400	810,005	18,615	(516,174)	480,846
Comprehensive income for the year
Loss for the year	-	-	-	(429,657)	(429,657)
Other comprehensive income	-	-	-	-	-
Total comprehensive loss for the year	-	-	-	(429,657)	(429,657)
Transactions with owners
Ordinary Shares issued	-	-	-	-	-
Warrants issued	-	-	-	-	-
Share Issue Costs	-	-	-	-	-
Total transactions with owners	-	-	-	-	-
As at 30 April 2023	168,400	810,005	18,615	(945,831)	51,189

 

	Ordinary Share capital	Share Premium	Share Based Payment Reserves	Retained deficit	Total equity
	£	£	£	£	£
Comprehensive income for the year
Loss for the year	-	-	-	(292,060)	(292,060)
Other comprehensive income	-	-	-	-	-
Total comprehensive loss for the year	-	-	-	(292,060)	(292,060)
Transactions with owners
Ordinary Shares issued	70,625	211,875	-	-	282,500
Share Issue Costs	-	(17,500)	-	-	(17,500)
Total transactions with owners	70,625	194,375	-	-	265,000
As at 30 April 2024	239,025	1,004,380	18,615	(1,237,891)	24,129

The accompanying notes form part of these financial statements.

 

 

STATEMENT OF CASH FLOW FOR THE YEAR ENDED 30 APRIL 2024

 

		Year ended  30 April 2024	Year ended  30 April 2023
	Note	£	£
Cash flow from operating activities
Loss for the year		(292,060)	(429,657)
Adjustments for:
Fair value losses	13	86,920	39,830
Share based payments		15,000	-
Changes in working capital:
(Increase) /decrease in trade and                               other receivables		(12,405)	13,377
Increase in trade and other payables		194,069	96,829
Net cash outflow from operating activities		(8,476)	(279,621)
Cash flows from investing activities
Cash advance to equity investment	13	(250,000)	-
Net cash flow from investing activities		(250,000)	-
Cash flows from financing activities
Proceeds from issue of shares net of share issue costs	14	250,000	-
Net cash flow from financing activities		250,000	-
Net decrease in cash and cash equivalents		(8,476)	(279,621)
Cash and cash equivalents at beginning of the year		64,691	344,312
Cash and cash equivalents at end of year	10	56,215	64,691

 

The accompanying notes form part of these financial statements.

 

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 2024

 

 

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 Access Segment of AQSE Growth Market on 8 July 2021. The Company began dual trading on the US OTCQB Market on 4 January 2022.

3. 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 2024 have been prepared by Helium Ventures plc in accordance with the requirements of the AQSE Rules, UK adopted international accounting standards  (‘IFRS’) and 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 financial statements are presented in Pounds Sterling and rounded to the nearest pound.

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 18 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 realise its assets and discharge liabilities in the normal course of business.

However, the Company has had recurring losses in the current  and prior year, 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. Although the entity has had past success in fundraising, making the Board confident that such fundraising will be available to provide the required capital, there can be no assurance that such fundraising will be available.

 

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;
• The Company can sell its equity investments to raise further capital; and
• All outgoing and expenditure can be suspended until the sufficient completion of a capital raise, including deferring directors’ salaries.

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 due to the Company’s reliance on raising further funding.

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 Pounds 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. 

The Company holds 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.

During the current year the Company acquired an investment in Trackimo. This is an equity investment which the Company has no intent to sell within 12 months, and as such it has been classified as a non-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 of $400,000 translated into GBP of £219,949 at the date of acquisition. Trackimo was purchased for £250,000 and initially recognised at cost. See note 13 for further information on subsequent measurement.

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 2024. See note 13.

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.

Recoverability and valuation of equity investment

During the year the Company invested £250,000 for the issue of shares in the private company Vestigo Technologies Ltd. The recoverability and valuation of the investment is considered a critical accounting estimate due to the lack of a public market to sell the shares as a well as no observable market prices in which to base a valuation.  Refer to note 13 for further details.

There were no other accounting estimates in the year.

 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 2023, have not had a material impact on the Company’s financial statements:

Standard	Impact on initial application	Effective date
Amendments to IFRS 16	Amendments to IFRS 16 Leases: Lease Liability in a Sale and Leaseback	1 January 2024
IAS 1	Presentation of Financial statements: Classification of Liabilities as Current or Non-Current	1 January 2024
IFRS 9	Financial instruments	1 January 2024
IAS 1	Presentation of financial statements – Disclosure of accounting policies	1 January 2024
IAS 7	Statement of Cash Flows	1 January 2024
IFRS 7	Finance Instruments: Disclosures: Supplier Finance Arrangement	1 January 2024

 

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

 

Standard	Impact on initial application	Effective date
IFRS 18 - Presentation and Disclosure in Financial Statements	Presentation and Disclosure of financial Statements	1 May 2024
Amendments to IAS 21	Lack of exchangeability	1 January 2025
Amendments IFRS 9 and IFRS 7 – Financial instruments	Classification and measurement of financial instruments	1 January 2026

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. As a result, no separate segmental analysis is presented.

5. Other Income

	Year ended 30 April 2024	Year ended 30 April 2023
	£	£
VAT Refund	86,431	-
	86,431	-

 

In the prior year as the Company had not received a VAT number, a provision was raised against a potential refund. In the current year the Company successful received its refund from HMRC and the provision was reversed against other income.

6. Operating Loss

Operating loss for the Company is stated after charging:

 

	Year ended 30 April 2024	Year ended 30 April 2023
	£	£
Directors’ fees	72,000	78,088
Professional fees	122,851	165,475
Listing expenses	75,000	109,484
Other administrative expenses	21,324	36,357
	291,175	389,404

6.       Employees

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

	No. of employees
	Year ended 30 April 2024	Period ended 30 April 2023
Management	3	3
	3	3

   

The aggregate payroll costs of these persons were as follows:

	Year ended 30 April 2024	Year ended 30 April 2023
	£	£
Directors’ fees	72,000	77,366
Employers NI	-	722
	72,000	78,088

 

8. Auditor’s Remuneration

	Year ended 30 April 2024	Period ended 30 April 2023
	£	£
Fees payable to the Company’s auditor for the audit of the Company	32,000	37,000
Fees payable to the Company’s auditor for other services:
Reporting accountant services	75,000	45,000
	107,000	82,000

  

9. Taxation

	Year ended 30 April 2024	Period ended 30 April 2023
	£	£
Current tax	-	-
Deferred tax	-	-
Income tax expense	-	-

 

 

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

 

	Year ended 30 April 2024	Period ended 30 April 2023
	£	£
Loss before taxation	(292,060)	(429,657)
Tax at the UK Corporation rate of 25% (2023:19%)	(73,015)	(81,634)
Tax effect of amounts which are not deductible	21,730	7,567
Tax losses on which no deferred tax asset has been recognised	51,285	74,067
Total tax (charge)/credit	-	-
UK	-	-
Overseas	-	-
Total tax (charge)/credit)	-	-

 

The Company has accumulated tax losses of approximately £678,967 (2023: £473,827) 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 £231,082 (2023: £158,067).

9.       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.

 

	Year ended 30 April 2024	Year ended 30 April 2023
	£	£
Loss attributable to shareholders of Helium Ventures plc	(292,060)	(429,657)
Weighted number of ordinary shares in issue	21,135,548	16,480,000
Basic & diluted earnings per share from continuing operations - pence	(1.38)	(2.55)

 

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.

11. Cash and cash equivalents

	Year ended 30 April 2024	Year ended 30 April 2023
	£	£
Cash at bank	56,215	64,691
	56,215	64,691

 

12. Trade and other receivables

	Year ended 30 April 2024	Year ended 30 April 2023
	£	£
Prepayments	-	3,002
VAT	15,407	-
	15,407	3,002

 

13. Trade and other payables

 

	Year ended 30 April 2024	Year  ended 30 April 2023
	£	£
Trade creditors	151,348	45,785
Accruals	46,200	30,000
Payroll liabilities 1	129,634	57,328
	327,182	133,113

 1  Payroll liabilities relate to accrued directors fees and payroll tax liabilities of which payment has been deferred whilst the Company preserves its cash.

14. Investments held at fair value through profit or loss

Current

	£
Cost at 30 April 2023	219,949
Additions	-
Cost at 30 April 2024 1	219,949
	-
Fair value loss at 30 April 2023	(39,830)
Fair value loss at 30 April 2024	(86,920)
Fair value of Investment at 30 April 2023	116,609
Fair value of Investment at 30 April 2024	29,689

 

 Non-Current

	£
Cost at 30 April 2023	-
Additions	250,000
Cost at 30 April 2024 2	250,000
	-
Fair value loss at 30 April 2023	-
Fair value loss at 30 April 2024	-
Fair value of Investment at 30 April 2023	-
Fair value of Investment at 30 April 2024	250,000

 

1   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 2 cents per share to AUD 0.8 cents per share at the date of these accounts. The shares were initially purchased for AUD 5.6 cents per share.

2  During the year the Company subscribed for £250,000 of new ordinary shares in Trackimo to fulfil certain banking covenants and support Trackimo's working capital leading up to a potential AIM IPO. Whilst the shares were issued in July 2024, the terms of the agreement were irrevocable and as such the investment is treated as an equity investment at year end. At year end the Company received a third party valuation reporting indicating the fair value of the investment to be significantly higher than the current carrying value. The valuation was based on a discounted cash flow forecast (DCF) and included various observable inputs. However due to the inherent unpredictability of future cash-flows and a lack of liquidity in private company’s the asset was not valued upwards at the end of the year.

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 whilst the investment in Trackimo is considered level 3. 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.

15. Share capital and share premium

	Ordinary Shares	Share Capital	Share Premium	Total
	#	£	£	£
As at April 2022	16,840,000	168,400	810,005	978,405
Movement in the year	-	-	-	-
At 30 April 2023	16,840,000	168,400	810,005	978,405
September 2023 raise 1	7,062,500	70,625	211,875	282,500
Share issue costs	-	-	(17,500)	(17,500)
At 30 April 2024	23,902,500	239,025	1,004,380	1,243,405

1)      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 (“Placing Shares”) and issued an additional 812,500 new ordinary shares of 1 pence each at price of 4 pence per share (“Fee Shares”) in relation to the Placing and broking fee retainer.

 

15.   Share based payment reserves

	Total   £
As at April 2022	18,615
Movement in the year	-
At 30 April 2023	18,615
Movement in the year	-
At 30 April 2024	18,615

 

 

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: 

 

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%

 

The total number of warrants outstanding at the year end was:

	Number of Warrants	Exercise Price	Expiry date
At 30 April 2023	8,100,000	£0.05
Issued during the year:	-	-	-
At 30 April 2023	8,100,000	£0.05

 The weighted average exercise price of the warrants exercisable at 30 April 2024 is £0.05 (2023: £0.05)

The weighted average time to expiry of the warrants as at 30 April 2024 is 0.14 years (2023: 1.14 years).

 

16.   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

 

 

	Year ended 30 April 2024	Year ended 30 April 2023
	£	£
Investment held at fair value through profit or loss (note 13)	279,689	116,609
Cash at bank and in hand	56,215	64,691
	335,904	181,300

 

Financial Liabilities

 

	Year ended 30 April 2024 £	Year ended 30 April 2023 £
Trade and other payables	327,182	133,113
	327,182	133,113

 

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 Pounds 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:

 

	Year ended 30 April 2024   £	Year ended 30 April 2023 £
Cash and cash equivalents	56,215	64,691
	56,215	64,691

 

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 2024, 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 2024 on the basis of their earliest possible contractual maturity.

 

	Total £	Within 2 months £	Within  2-6 months £
At 30 April 2024
Trade payables	151,348	151,348	-
Accruals	46,200	46,200	-
Payroll liabilities	129,634	129,634	-
	327,182	327,182	-

 

 

	Total £	Within 2 months £	Within  2-6 months £
At 30 April 2023
Trade payables	45,785	45,785	-
Accruals	30,000	30,000	-
Payroll liabilities	57,328	57,328	-
	133,113	133,113	-

  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.

18. 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 Orana Corporate LLP received £8,416 (2023: £43,366)  for these services from the Company. 

 

Directors’ remuneration

For details of the directors’ remuneration paid in the year, refer to the Directors’ report.

 

As at 30 April 2024 the Director’s were owed the following amounts:  Fungai Ndoro £41,000 (2023: £17,000), Neil Ritson £41,000 (2023: £17,000) and Charlie Wood £34,700 (2023: £10,700).

Other than these there were no other related party transactions.

19. Ultimate Controlling Party

As at 30 April 2024 there was no ultimate controlling party of the Company. 

19.   Contingent liabilities

As at 30 April 2024 (2023: £Nil) there were no contingent liabilities for the Company.

20.   Capital Commitments

As at 30 April 2024 (2023:  £Nil) there were no capital commitments for the Company.

22. Events Subsequent to year end

In June 2024  pursuant to the terms of the Subscription Agreement entered into with Trackimo, the Company has been issued shares in Trackimo.

The Company has been issued 1,032,407 Ordinary Class-A shares at a price of approximately £1.84 per share, representing 19.36% of the current issued share capital of Trackimo. The conversion share price is based on the terms of the Subscription Agreement and was triggered by the expiry of the long stop date for Trackimo completing an IPO.

There have been no other events subsequent to year end.

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

ENDS

 

Enquiries:

 

Helium Ventures plc
Neil Ritson	+44 (0) 20 3475 6834
Vigo Consulting (Investor Relations)
Ben Simons	+44 (0) 20 7390 0234
Oliver Clark
Cairn Financial Advisers LLP (AQSE Corporate Adviser)
Ludovico Lazzaretti Liam Murray	+44 (0) 20 72130 880

 

For more information please visit: www.heliumvs.com

 

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.