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HEV Helium Ventures PLC

5.125
0.00 (0.00%)
06:57:51 - Realtime Data
Share Name Share Symbol Market Type Share ISIN Share Description
Helium Ventures PLC AQSE:HEV Aquis Stock Exchange Ordinary Share GB00BLR8T846
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 5.125 4.50 5.75 5.125 5.125 5.125 0.00 06:57:51
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

Helium Ventures Plc Final Results for the year ended 30 April 2022

29/09/2022 7:00am

UK Regulatory


 
TIDMHEV 
 
Helium Ventures Plc 
                     ("Helium Ventures" or the "Company") 
 
                Final Results for the year ended 30 April 2022 
 
Helium Ventures (Aquis Exchange: HEV), a London based investment company 
focused on opportunities within the helium sector, is pleased to present its 
audited final results for the year ended 30 April 2022. 
 
CHAIRMAN'S STATEMENT 
 
It is my pleasure to submit the first Chairman's Statement for the Company 
covering the twelve months to 30th April 2022, which included the initial 
public offering ("IPO") on the Growth Market segment of the London AQSE on 8th 
July 2021.  The Company was incorporated as a Special Purpose Investment 
Company with the aim of investing in low carbon, pure play, helium projects 
internationally.  Following listing in London, a secondary listing on the US 
OTC market was agreed in order to make the Company's shares more accessible to 
an American investment audience. This was completed on 4 January 2022. 
 
The helium market fundamentals have remained strong with prices for spot pure 
helium being recorded at above US$1,000 per mcf.  The market has tightened 
further in 2022 as post pandemic demand has risen but a major explosion and 
delays in the commissioning of Amur in Russia, combined with outages at various 
plants in the USA, have reduced available supply.  The situation has been 
further complicated by the Russian invasion of Ukraine which has led to some 
producers, notably Algeria, seeking to ship as much LNG as possible and as a 
consequence reducing the extraction of helium so as not to slow production of 
natural gas destined for the European market. As a result, US pundits have 
declared Helium Shortage 4.0, which seems set to continue for the short into 
medium term regardless of the outcome of the conflict in Ukraine.  The outlook 
remains strong and as investors move away from traditional hydrocarbon 
projects, the need for low carbon sources of helium will continue to grow. 
 
The global market has responded dramatically to Helium Shortages 1.0, 2.0 and 
3.0 and the parallel belief that non-hydrocarbon associated resources would be 
key to future helium growth.  The result is a high number of new 
helium-oriented start-ups; private and public, many based in the USA, Canada, 
and Australia.  To date only Helium One Global Ltd with its Tanzanian project, 
has listed on the London market.  Several of the North American helium 
companies have seen major valuation increases as they have reported positive 
drilling results.  Many of the new entrants have yet to raise funding for their 
drilling activities and these present opportunities for the Company. 
 
Against this backdrop, the Company embarked on a comprehensive review of 
potential projects across North America, Europe and Africa.  In total over 40 
investment opportunities were reviewed in the USA, Canada, Europe, and in South 
and East Africa.  An initial screening methodology has been used and where 
appropriate a thorough technical assessment was conducted.  In one case 
commercial and legal due diligence was conducted, however, we have so far not 
identified a suitable project for the Company to get involved in. 
 
Following a technical assessment of the underlying helium prospectivity within 
the Blue Star Helium Limited ("Blue Star") portfolio of helium acreage in the 
USA it was agreed to participate in a funding round ahead of drilling.  As a 
result, AUD$400,000 was invested from cash reserves in Blue Star shares on the 
ASX.  The full drilling programme has yet to complete, although initial 
indications continue to be positive, and we await results to indicate the 
extent of trapped helium resources within their acreage. 
 
Given the continued lack of a suitable helium project which meets the 
investment criteria set out by the Company, the Board decided in early second 
quarter 2022 to consider a potential change in Investment Strategy and to 
review projects in industries outside the helium sector.  The Company intends 
to communicate any potential changes in strategy to shareholders if a suitable 
transaction is identified, the Board will seek shareholder approval to proceed 
with such an investment. 
 
The Board remains fully committed to finding a project of the appropriate scale 
which will deliver value to shareholders in the long-term and we look forward 
to updating shareholders as and when such an opportunity arises; within or 
potentially outside the helium sector. I would like to thank our shareholders, 
my fellow directors and our colleagues at Orana Corporate for their ongoing 
support. 
 
Neil Ritson, Non-Executive Chairman 
 
28 September 2022 
 
STATEMENT OF COMPREHENSIVE INCOME FOR THE PERIODED 30 APRIL 2022 
 
                                                                 Period ended  30 
                                                                       April 2022 
 
                                                        Note                    £ 
 
Continuing Operations 
 
Administrative expenses                                                 (452,160) 
 
Fair value loss on financial asset at fair value         12              (63,510) 
through profit and loss 
 
Operating loss                                            4             (515,670) 
 
Foreign exchanges losses                                                    (504) 
 
Loss before taxation                                                    (516,174) 
 
Taxation on loss of ordinary activities                   7                     - 
 
Loss for the year from continuing operations                            (516,174) 
 
                                                                        (516,174) 
Total loss for the year attributable to shareholders 
from continuing operations 
 
Basic & dilutive earnings per share - pence               8                (3.54) 
 
The statement of comprehensive income has been prepared on the basis that all 
operations are continuing operations. 
 
STATEMENT OF FINANCIAL POSITION AS AT 30 APRIL 2022 
 
                                                            Note        As at 30 
                                                                      April 2022 
                                                                               £ 
 
CURRENT ASSETS 
Cash and cash equivalents                                    9           344,312 
 
Trade and other receivables                                  10           16,380 
 
Investments held at fair value through profit or loss        12          156,439 
 
TOTAL CURRENT ASSETS                                                     517,131 
 
TOTAL ASSETS                                                             517,131 
 
EQUITY                                                       13          168,400 
Share capital 
 
Share premium account                                        13          810,005 
 
Share based payment reserve                                  14           18,615 
 
Retained deficit                                                       (516,174) 
 
TOTAL EQUITY                                                             480,846 
 
CURRENT LIABILITIES                                          11           36,285 
Trade and other payables 
 
TOTAL CURRENT LIABILITIES                                                 36,285 
 
TOTAL LIABILITIES                                                         36,285 
 
TOTAL EQUITY AND LIABILITIES                                             517,131 
 
The financial statements were approved by the board on 28 September 2022 by: 
 
Neil Ritson, Non-Executive Chairman 
 
STATEMENT OF CHANGES IN EQUITY AS AT 30 APRIL 2022 
 
                     Ordinary 
                Share capital Share Premium     Share Based       Retained  Total equity 
                                                    Payment       deficit 
                                                  Reserves 
 
                           £              £              £              £              £ 
 
Comprehensive 
income for the 
period 
 
Loss for the               -              -              -      (516,174)      (516,174) 
period 
 
Total loss for             -              -                     (516,174)      (516,174) 
the period 
 
Transactions 
with owners 
 
Ordinary Shares      168,400        831,600               -             -      1,000,000 
issued 
 
Warrants                    -      (10,095)         18,615              -          8,520 
issued 
 
Share Issue                -       (11,500)              -              -       (11,500) 
Costs 
 
Total                168,400        810,005         18,615               -        997,020 
transactions 
with owners 
 
As at 30 April       168,400        810,005         18,615      (516,174)        480,846 
2022 
 
 
STATEMENT OF CASH FLOW FOR THE PERIODED 30 APRIL 2022 
 
                                                                                                            Period ended 
                                                                                                            30 April 2022 
 
                                                                                                Note                    £ 
 
Cash flow from operating activities 
 Loss for the                                                                                                   (516,174) 
period 
 
Adjustments for:                                                                                 14                 8,520 
Share based payments 
 
Fair value losses                                                                                12                63,510 
 
Changes in working capital:                                                                      10              (16,380) 
(Increase) in trade and other receivables 
 
 
Increase in trade and other payables                                                             11                36,285 
 
Net cash outflow from operating activities                                                                      (424,239) 
 
Cash flows from investing activities                                                             12             (219,949) 
Investment in Blue Star 
Helium 
 
Net cash flow from investing activities                                                                         (219,949) 
 
Cash flows from financing activities                                                             13               988,500 
Proceeds from Issue of Shares net of share issue costs 
 
Net cash flow from financing activities                                                                           988,500 
 
Net increase in cash and cash equivalents                                                                         344,312 
 
Cash and cash equivalents at beginning of the period                                                                    - 
 
Cash and cash equivalents at end of period                                                       9                344,312 
 
Non-cash transactions 
 
A share based payment charge of £18,615 has been recognised, which consists of 
£8,520 included in the profit and loss account for advisor warrants and £10,095 
included in share premium in relation to broker warrants. See notes 13 and 14 
for further information on the warrants issued during the period. 
 
The accompanying notes on pages 33 to 48 form part of these financial 
statements 
 
NOTES TO THE FINANCIAL STATEMENTS 
 
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, development and production 
sector, with a particular focus on helium. 
 
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 period ended 30 April 2022 have been prepared 
by Helium Ventures plc in accordance with the requirements of the AQSE Rules 
and UK adopted International Accounting Standards ('IFRS').  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 financial statements have been prepared on a going concern basis, which 
assumes that the Company will continue to meet its liabilities as they fall 
due. 
 
The Directors have prepared detailed projected cash flow information for the 
period to end 29 February 2024, taking into account expected expenditure.  In 
addition, the Board believes that it has certain levers at its disposal to 
further improve the cash position of the Company if this becomes necessary, 
such as suspending Directors' fees, renegotiating the fees of certain advisors, 
selling down the Company's stake in Blue Star Helium and encouraging warrant 
holders to exercise their warrants. 
 
Having regard to the existing working capital position, the Directors are of 
the opinion that the Company has adequate resources and has a number of levers 
to enhance the cash within the business, in order to continue operating for the 
next twelve months. 
 
In the event the Company were to embark on a reverse takeover transaction, such 
a transaction would be accompanied by a fundraising exercise in order to ensure 
adequate funding for this process and beyond. Accordingly, the Directors 
continue to adopt the going concern basis in preparing the financial 
statements. 
 
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 period 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 period 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 of $400,000 translated into GBP of £ 
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 2022. 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 period. 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 
period 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 period in which 
the estimates are revised and in any future periods affected. The areas 
involving a higher degree of judgement or complexity, or areas where 
assumptions and estimates are significant to the financial statements, are 
disclosed below: 
 
·    Share Based Payments: warrants valued using Black Scholes method 
 
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 £8,520. A further £10,095 was offset from 
the share premium account. 
 
           2.10       New standards and interpretations not yet adopted 
 
At the date of approval of these financial statements, the following standards 
and interpretations which have not been applied in these financial statements 
were in issue but not yet effective (and in some cases have not yet been 
adopted by the UK): 
 
Standard                     Impact on initial            Effective date 
                             application 
 
Annual Improvements          2018-2020 Cycle              1 January 2023 
 
IFRS 17                      Insurance Contracts          1 January 2023 
 
IAS 1                        Classification of            1 January 2023 
                             liabilities as Current or 
                             Non-current 
 
IAS 8                        Accounting estimates         1 January 2023 
 
IAS 12                       Deferred tax arising from a  1 January 2023 
                             single transaction 
 
The effect of these new and amended Standards and Interpretations which are in 
issue but not yet mandatorily effective is not expected to be material. 
 
The directors are evaluating the impact that these standards may have on the 
financial statements of Company. 
 
3.    Segmental analysis 
 
The Company manages its operations in one segment, being seeking a suitable 
investment specifically in the natural gas sector. 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: 
 
                                                                     Period ended 
                                                                    30 April 2022 
                                                                                £ 
 
Directors' fees                                                            57,976 
 
Professional fees                                                         220,167 
 
Listing expenses                                                           99,222 
 
Other administrative expenses                                              66,275 
 
Share based payments                                                        8,520 
 
                                                                          452,160 
 
5.    Employees 
 
The average number of persons employed by the Company (including executive 
directors) during the period ended 30 November 2021 was: 
 
                                                                           No. of 
                                                                        employees 
 
Management                                                                      3 
 
                                                                                3 
 
The aggregate payroll costs of these persons were as follows: 
 
                                                                     Period ended 
                                                                    30 April 2022 
                                                                                £ 
 
Directors' fees                                                            57,600 
 
Employers NI                                                                  376 
 
                                                                           57,976 
 
6.    Auditor's Remuneration 
 
                                                                     Period ended 
                                                                    30 April 2022 
                                                                                £ 
 
Fees payable to the Company's auditor for the audit of the Company         27,500 
 
Fees payable to the Company's auditor for other services: 
 
Audit related assurance services                                            1,500 
 
Corporate finance services                                                 15,000 
 
                                                                           44,000 
 
The period covers from incorporation to 30 April 2022 and includes accrued 
expenses relating to the 2022 
audit. 
 
7.    Taxation 
 
                                                                    Period ended 
                                                                   30 April 2022 
                                                                               £ 
 
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 
                                                                   30 April 2022 
                                                                               £ 
 
Loss before taxation                                                   (516,174) 
 
Tax at the UK Corporation rate of 19%                                   (98,073) 
 
Tax effect of amounts which are not deductible                            13,686 
 
Tax losses on which no deferred tax asset has been recognised             84,387 
 
Total tax (charge)/credit                                                      - 
 
UK                                                                             - 
 
Overseas                                                                       - 
 
Total tax (charge)/credit)                                                     - 
 
The Company has accumulated tax losses of approximately £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 £84,000. 
 
On 11 March 2020 it was announced (and substantively enacted on 17 March 2020) 
that the UK corporation tax rate would remain at 19% and not reduce to 17% (the 
previously enacted rate) from 1 April 2020. On 3 March 2021, the Chancellor 
announced that the corporation tax rate will be increasing to 25% from 1 April 
2023. 
 
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. 
 
                                                                          Period 
                                                                        ended 30 
                                                                      April 2022 
                                                                               £ 
 
Loss attributable to shareholders of Helium Ventures plc               (516,174) 
 
Weighted number of ordinary shares in issue                           14,587,882 
 
Basic & dilutive earnings per share from continuing operations -          (3.54) 
pence 
 
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 
 
                                                                     Period ended 
                                                                    30 April 2022 
                                                                                £ 
 
Cash at bank                                                              344,312 
 
                                                                          344,312 
 
10. Trade and other receivables 
 
                                                                     Period ended 
                                                                    30 April 2022 
                                                                                £ 
 
Prepayments                                                                16,380 
 
                                                                           16,380 
 
11. Trade and other payables 
 
                                                                     Period ended 
                                                                    30 April 2022 
                                                                                £ 
 
Trade creditors                                                             4,506 
 
Accruals                                                                   31,779 
 
                                                                           36,285 
 
12. Investments held at fair value through profit or loss 
 
                                                                                £ 
 
Cost at 23 April 2021                                                           - 
 
Addition - Blue Star Helium Limited                                       219,949 
 
Cost at 30 April 2022                                                     219,949 
 
Fair value loss at 23 April 2021                                                - 
 
Fair value losses                                                        (63,510) 
 
Fair value loss at 30 April 2022                                         (63,510) 
 
Fair value of Investment at 23 April 2021                                       - 
 
Fair value of Investment at 30 April 2022                                 156,439 
 
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 period a fair value loss was recognised in the income statement 
reflecting the fall in value from the initial purchase price of AUD 5.6 cents 
per share at acquisition to AUD 3.9 cents per share at the date of these 
accounts. 
 
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 period. The quoted market price used 
for financial assets held by the group 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 
 
                                  Ordinary Share Capital          Share      Total £ 
                                   Shares                    Premium 
 
                                        #              £             £             £ 
 
Issue of ordinary shares on     5,000,000         50,000             -        50,000 
incorporation1 
 
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                       -              -      (21,595)      (21,595) 
 
At 30 April 2022               16,840,000        168,400       810,005       978,405 
 
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 
 
                                                                          Total 
                                                                                £ 
 
Advisor warrants Issued 1                                                   8,520 
 
Broker warrants issued 2                                                   10,095 
 
At 30 April 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. 
 
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: 
 
Date of     Number of  Share Exercise    Expected Expected    Risk   Expected 
grant       warrants  Price   Price   volatility     life     free dividends 
                                                             rate 
 
8 July       200,000  £0.10    £0.10      50.00%        5  15.00%      0.00% 
2021 
 
8 July       300,000  £0.10    £0.10      50.00%        3  15.00%      0.00% 
2021 
 
The total number of warrants issued during the period: 
 
                               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                  7,600,000              £0.05  16 June 2024 
 
At 30 April 2022                        8,100,000              £0.05 
 
The weighted average exercise price of the warrants exercisable at 30 April 
2022 is £0.05. 
 
The weighted average time to expiry of the warrants as at 30 April is 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. 
 
No warrants were exercised or expired in the period. 
 
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 
 
                                                                     Period ended 
                                                                    30 April 2022 
                                                                                £ 
 
Investment held at fair value through profit or loss (note 12)            156,439 
 
Cash at bank and in hand                                                  344,312 
 
                                                                          500,751 
 
Financial Liabilities 
 
                                                                     Period ended 
                                                                    30 April 2022 
                                                                                £ 
 
Trade and other payables                                                   36,285 
 
                                                                           36,285 
 
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 Group 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 Group's results and financial condition. 
 
Currency risk is managed by maintaining some cash deposits in currencies other 
than Sterling. The table below shows the currency profiles of cash and cash 
equivalents: 
 
                                                                     Period ended 
                                                                    30 April 2022 
                                                                                £ 
 
Cash and cash equivalents GBP                                             344,312 
 
                                                                          344,312 
 
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 period ended 30 April 2022, 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 2022 on the basis of their earliest possible 
contractual maturity. 
 
                                                            Within 2        Within 
                                                 Total        months    2-6 months 
                                                     £             £             £ 
 
At 30 April 2022 
 
Trade payables                                   4,506         4,026           480 
 
Accruals                                        31,779         4,279        27,500 
 
                                                36,285         8,305        27,980 
 
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 
 
Warrants issued to Directors and Director related entities 
 
During the year 2,600,000 Ordinary Shares of £0.01 at £0.01 per Ordinary Share 
were issued on 15th June. 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. 
 
Provision of services 
 
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 £25,000 for these services from the Company. Orana received an 
additional sum of £25,000 in connection with corporate finance work carried out 
at the time of the Placing onto the AQSE. 
 
On 6 July 2021 the Company entered into a consultancy agreement with NR Global 
Consulting Limited (NR Global) pursuant to which NR Global agreed to provide 
certain services to the Company for an initial period of 12 months unless 
terminated earlier. Following the initial period, the agreement can be 
terminated by either party giving to the other not less than one month's prior 
written notice. Director Neil Ritson has an interest in NR Global which has 
received £26,472 for its services during the period from the Company. NR Global 
through its principal consultant, Mr Neil Ritson, and various international 
associates provided detailed technical input to the evaluation of a significant 
number of helium prospects available to the Company for potential investment. 
NR Global also supplied analytical input on the helium market. 
 
Other than these there were no other related party transactions. 
 
17. Ultimate Controlling Party 
 
As at 30 April 2022 there was no ultimate controlling party of the Company. 
 
18. Capital Commitments 
 
As at 30 April 2022 there were no capital commitments for the Company. 
 
19. Events Subsequent to period end 
 
There are no events of significance subsequent to the period end. The Board 
have located and are further investigating a project outside the helium sector 
which would require a change in Investment Strategy.  Work on evaluating that 
opportunity is ongoing. 
 
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. 
 
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 7213 0880 
Ludovico Lazzaretti 
 
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. 
 
 
 
END 
 
 

(END) Dow Jones Newswires

September 29, 2022 02:00 ET (06:00 GMT)

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