HEV Helium Ventures PLC

Helium Ventures plc

 

(“Helium Ventures” or the “Company”)

 

Half-Year Report for the Six Months Ended 31 October 2024

Helium Ventures plc (AQSE:HEV), presents its unaudited interim results for the six-month period ended 31 October 2024.

Chairman’s Statement

I am pleased to present the interim financial statements for Helium Ventures Plc for the six-month period from 1 May 2024 to 31 October 2024.

During the period, the Company maintained its investment portfolio, which includes:

2. Vestigo Technologies Ltd ("Trackimo" or "Vestigo")

On 9 October 2023, the Company entered into an agreement to subscribe for £250,000 in new ordinary shares of Trackimo, funded through the proceeds of a placing. As announced 6 June 2024, the Company was issued 1,032,407 ordinary A class shares at a price of approximately £1.84 per share in Trackimo representing a 19.36% equity stake at the time, as determined by an independent valuation which was triggered by the expiry of the long stop date for Trackimo completing an IPO. The ordinary A class shares the Company was issued is inclusive of the £250,000 subscription the Company made in Trackimo.  Trackimo continues to trade in line with expectations.

3. Blue Star Helium Limited

The Company holds 7,142,858 ordinary shares in Blue Star Helium Limited, an ASX-listed company with significant helium exploration acreage in the USA. In recent months, Blue Star announced the mobilisation of a drilling rig to the Jackson 31 site within the Galactica Project in Las Animas County, Colorado, as part of a five-well programme. Initial results from this drilling campaign are expected in H1 2025.

Looking ahead, the Board remains focused on identifying and evaluating strategic opportunities to enhance shareholder value, following the termination of the Trackimo RTO. This work is ongoing, and we will keep shareholders informed as we progress.

The Company continues to carefully manage its working capital position and may need to raise further capital in the future through equity or alternative financing agreements. There can be no guarantee that funding discussions will result in new funding being secured nor that that the terms of any such agreement will be favourable to the Company and its shareholders. Further announcements will be made in due course.

On behalf of the Board, I would like to extend my gratitude to our shareholders, fellow directors, and professional advisers for their continued support.

Neil Ritson
Chairman
30 January 2025

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.

Enquiries:

Helium Ventures plc Neil Ritson	+44 (0) 20 3475 6834
Cairn Financial Advisers LLP (AQSE Corporate Adviser) Liam Murray / Ludovico Lazzaretti	+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. 

 

 

HELIUM VENTURES PLC – CONDENSED INTERIM FINANCIAL STATEMENTS

STATEMENT OF COMPREHENSIVE INCOME

FOR THE PERIOD FROM 1 MAY 2024 TO 31 OCTOBER 2024

 

		Unaudited Period ended 31 October 2024	Unaudited Period ended 31 October 2023	Audited  Year ended 30 April 2024
	Notes	£	£	£
Administrative expenses		(65,121)	(44,373)	(291,175)
Fair value through profit & loss	7	(16,027)	(42,103)	(86,920)
Other income		-	-	86,431
Operating loss		(81,148)	(86,476)	(291,664)
Foreign exchanges losses		-	-	(396)
Finance income/(expense)		-	-	-
Loss before taxation		(81,148)	(86,476)	(292,060)
Income tax		-	-	-
Loss for the period from continuing operations		(81,148)	(86,476)	(292,060)
Total loss for the year attributable to equity holders of the Company
Other comprehensive loss		-	-	-
Total comprehensive loss attributable to equity holders of the Company		(81,148)	(86,476)	(292,060)
Basic & dilutive earnings per ordinary share (pence)	6	(0.34)	(0.48)	(1.38)

 

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

 

HELIUM VENTURES PLC – CONDENSED INTERIM FINANCIAL STATEMENTS

STATEMENT OF FINANCIAL POSITION

AS AT 31 OCTOBER 2024

 

	Note	Unaudited As at 31 October 2024 £	Unaudited As at 31 October 2023 £	Audited As at 30 April 2024 £
NON-CURRENT ASSETS
Investments held at fair value through profit or loss	7	250,000	-	250,000
CURRENT ASSETS
Cash and cash equivalents		36,955	116,171	56,215
Trade and other receivables		21,227	256,914	15,407
Investments held at fair value through profit or loss	7	13,663	74,506	29,689
TOTAL CURRENT ASSETS		71,845	447,591	101,311
TOTAL ASSETS		321,845	447,591	351,311
EQUITY
Share capital	8	239,025	239,025	239,025
Share premium account	8	1,004,380	1,004,380	1,004,380
Share based payment reserve		18,615	18,615	18,615
Retained deficit		(1,319,039)	(1,032,307)	(1,237,891)
TOTAL EQUITY		(57,019)	229,713	24,129
CURRENT LIABILITIES
Trade and other payables		378,864	217,878	327,182
TOTAL CURRENT LIABILITIES		378,864	217,878	327,182
TOTAL LIABILITIES		378,864	217,878	327,182
TOTAL EQUITY AND LIABILITIES		321,845	447,591	351,311

 

 

 

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

HELIUM VENTURES PLC – CONDENSED INTERIM FINANCIAL STATEMENTS

STATEMENT OF CASHFLOW 

FOR THE 6 MONTH PERIOD ENDED 31 OCTOBER 2024

 

		Unaudited Period to 31 October 2024	Unaudited Period to 31 October 2023	Audited  Year ended 30 April 2024
		£	£	£
Cash flow from operating activities
Loss before income tax		(81,148)	(86,476)	(292,060)
Adjustments for
Fair value adjustment		16,027	42,103	86,920
Share based payments		-	-	15,000
Changes in working capital:
Decrease / (increase) in other receivables		(5,821)	(3,917)	(12,405)
Decrease / (increase) in other payables		51,682	99,769	194,069
Net cash (used in)/ from in operating activities		(19,260)	51,479	(8,476)
Cash flows from investing activities
Investment in Trackimo		-	(250,000)	(250,000)
Net cash flow from investing activities		-	(250,000)	(250,000)
Cashflows from financing activities
Proceeds from issue of ordinary shares		-	250,000	250,000
Net cash flow from financing activities		-	250,000	250,000
Net increase in cash and cash equivalents		(19,260)	51,479	(8,476)
Cash and cash equivalents at beginning of the period		56,215	64,692	64,691
Cash and cash equivalents at end of the period		36,955	116,171	56,215

 

 

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

HELIUM VENTURES PLC – CONDENSED INTERIM FINANCIAL STATEMENTS

STATEMENT OF CHANGES IN EQUITY

FOR THE 6 MONTH PERIOD TO 31 OCTOBER 2024

	Ordinary Share capital	Share Premium	Share Based Payment Reserves	Retained deficit	Total equity
	£	£	£	£	£
As at 30 April 2023	168,400	810,005	18,615	(945,831)	51,189
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
Warrants issued	-	-	-	-	-
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

 

	Ordinary Share capital	Share Premium	Share Based Payment Reserves	Retained deficit	Total equity
	£	£	£	£	£
As at 1 May 2024	239,025	1,004,380	18,615	(1,237,891)	24,129
Comprehensive income for the period
Loss for the period	-	-	-	(81,148)	(81,148)
Other comprehensive income	-	-	-	-	-
Total comprehensive loss for the period	-	-	-	(81,148)	(81,148)
Transactions with owners
Ordinary Shares issued	-	-	-	-	-
Warrants issued	-	-	-	-	-
Share Issue Costs	-	-	-	-	-
Total transactions with owners	-	-	-	-	-
As at 31 October 2024	239,025	1,004,380	18,615	(1,319,039)	(57,019)

 

 

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

HELIUM VENTURES PLC – CONDENSED INTERIM FINANCIAL STATEMENTS

NOTES TO THE INTERIM FINANCIAL INFORMATION

FOR THE PERIOD FROM 1 MAY 2024 TO 31 OCTOBER 2024

 

1                     General information

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

 

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

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

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

2                     Accounting Policies

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

3                     Basis of preparation

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

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

The Interim Financial Statements for the period from 1 May 2024 to 31 October 2024 are unaudited.

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

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

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

Going concern

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

Accounting policies

The same accounting policies, presentation and methods of computation have been followed in these Condensed Interim Financial Statements as were applied in the preparation of the Company’s historic financial information for the year ended 30 April 2023 except for the impact of the adoption of the Standards and interpretations described below and new accounting policies adopted as a result of changes in the Company.

Standards and interpretations adopted in the period

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

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 application	Effective date
Amendments to IAS 1	Classification of liabilities as Current or Non-current, effective from 1 January 2024	1 January 2024
Amendments to IFRS 16 Leases	Lease Liability in a Sale and Leasebacks	1 January 2024
Amendments to IAS 1 Presentation of Financial Statements	Non-current Liabilities with Covenants	1 January 2024

 

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.

4                     Critical accounting estimates and judgments

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

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

5  Employees and directors’ remuneration

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

 

	Unaudited	Unaudited	Audited
	31 October   2024  £	31 October   2023  £	30 April  2024 £
Director fees	36,000	36,000	72,000
Employers N.I	-		-
	36,000	36,000	72,000

 

6                     Earnings per Ordinary Share

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

	Unaudited	Unaudited	Audited
	31 October 2024	31 October 2023	30 April  2024
Basic and dilutive earnings per Ordinary Share
Earnings attributable to Shareholders	(81,148)	(86,476)	(292,060)
Weighted average number of Ordinary Shares	23,902,500	17,867,876	21,135,548
Per share amount-(pence)	(0.34)	(0.48)	(1.38)

 

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

7                     Investments held at fair value through profit and loss

Current

	£
Cost at 31 October 2023	219,949
Cost at 30 April 2024	219,949
Cost at 31 October 2024	219,949
Fair value loss at 31 October 2023	(42,103)
Fair value loss at 30 April 2024	(86,920)
Fair value loss at 31 October 2024	(16,027)
Fair value of Investment at 31 October 2023	74,506
Fair value of Investment at 30 April 2024	29,689
Fair value of Investment at 31 October 2024	13,663
Non – Current
Cost at 31 October 2023	-
Additions	250,000
Cost at 30 April 2024	250,000
Cost at 31 October 2024	250,000
Fair value loss at 31 October 2023	-
Fair value loss at 30 April 2024	-
Fair value loss at 31 October 2024	-
Fair value of Investment at 31 October 2023	-
Fair value of Investment at 30 April 2024	250,000
Fair value of Investment at 31 October 2024	250,000

 

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 0.8 cents per share to AUD 0.0375 cents per share at the date of these accounts. The shares were initially purchased for AUD 5.6 cents per share.

 

During the 2024 financial 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 30 April 2024 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 a private company's securities, the asset was not valued upwards at the end of the period. The Company reviewed the valuation as at 31 October 2024 and noted there has been no material change to the assumptions used in the valuation. As a result there has been no adjustment to the carrying value of the asset.

 

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.

8                     Share Capital & Share Premium

 

	Ordinary Shares	Share Capital	Share Premium	Total
	#	£	£	£
At 31 October 2023	23,902,500	239,025	1,004,380	1,243,405
At 30 April 2024	23,902,500	239,025	1,004,380	1,243,405
Movement for the period	-	-	-	-
At 31 October 2024	23,902,500	239,025	1,004,380	1,243,405

9                     Related Party Transactions

 

Provision of services:

Charlie Wood, a partner of Orana Corporate LLP, is also a director of the Company. As a result, Orana Corporate LLP is considered a related party under the applicable reporting framework due to the common directorship and influence Charlie Wood has over both entities.

 

Orana Corporate LLP has a service agreement with the Company for the provision of accounting, Company

secretarial and corporate finance services. In the period Orana Corporate LLP accrued £12,000 (2023: £12,150) 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 31 October 2024 the Directors were owed the following amounts: Fungai Ndoro £53,000 (2024: £41,000), Neil Ritson £53,000 (2024: £41,000) and Charlie Wood £46,700 (2024: £34,700).

Other than these there were no other related party transactions.

10                  Ultimate Controlling Party

As at 31 October 2024, there was no ultimate controlling party of the Company.

11                  Post Balance Sheet Events

There have been no other material events subsequent to period end.

12                  Nature of the Interim Financial Statements

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

13                  Approval of the Condensed Interim Financial Statements

The Condensed Interim Financial Statements were approved by the Board of Directors on 30 January 2025.