REG - Helium One Global Ld - Audited Results for the year ended 30 June 2024
20/11/2024 07:00
For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20241120:nRST8612Ma&default-theme=true
RNS Number : 8612M Helium One Global Ltd 20 November 2024
20 November 2024
Helium One Global Ltd
("Helium One" or "the Company")
Audited Results for the year ended 30 June 2024
Helium One Global (AIM: HE1), the primary helium explorer in Tanzania, is
pleased to announce the Company's audited results for the year ended 30 June
2024.
Summary
· Acquired Epiroc Predator 220 drilling rig and successfully mobilised
rig to the Rukwa site to complete Phase II drilling campaign
· Commenced second drilling campaign in Q3 2023
· Completed drilling of Tai-3 well to a total depth ("TD") of 1,448m
measured depth ("MD") which provided a valuable dataset enabling a greater
understanding of the region and the follow-on Itumbula prospect
· Successfully drilled and completed all wireline logging and drill
stem ("DST") testing operations at Itumbula West-1 ("ITW-1") flowing a high
concentration of helium and hydrogen to surface
· Total comprehensive loss for the year attributable to the equity
holders of the Company of US$11,012,204 (2023: US$2,672,915), mainly as a
result of current year impairments of US$5.77 million and exchange differences
of US$2.3million
· Net assets as at 30 June 2024 were US$47,471,097 (2023:
US$27,204,804)
· At 30 June 2024, the Group's cash position was US$11,647,723
(2023: US$9,600,786)
Post Balance sheet events
· Successfully completed Extended Well Test ("EWT") at ITW-1
flowing a sustained average of 5.5% helium (air corrected) from the fractured
Basement and a sustained average of 5.2% helium (air corrected) to surface
from the faulted Karoo Group
· Data collated and evaluated by the Company's subsurface team, was
integrated into a feasibility study, which was submitted with the Mining
Licence ("ML") application, and demonstrates to the Mining Commission of
Tanzania the viability of the southern Rukwa Helium Project
· Acquisition of near-term development and production helium and
carbon dioxide project by farming into a 50% interest in Blue Star Helium's
Galactica-Pegasus project in Colorado, USA
· Company-owned drilling rig, Epiroc 220, remains hot stacked in
the southern Rukwa region and remains operationally ready
James Smith, Chairman of Helium One, commented
"This has been a very exciting and significant period for the Company which
saw us deliver our Phase II drilling campaign, culminating in the Itumbula
discovery and, having submitted the Mining Licence application, we keenly
await the response from the Ministry in Tanzania.
We now have a portfolio of two development opportunities in two jurisdictions
which the Board expect to progress in the coming year, with a view to
delivering considerable news, upside, and revenues to the Company.
We would like to thank all our shareholders as well as all our stakeholders in
Tanzania for their continued support and look forward to the year ahead and
providing further updates on both of our exciting projects."
Lorna Blaisse, CEO, commented
"This has been a transformational year for the Company. We have carried out
our second drilling campaign and made our first discovery in Tanzania, whilst
also greatly increasing our knowledge and understanding of the region. In
addition to this we acquired our own rig which has provided us with
considerable optionality and a potential revenue stream in the future.
Our main focus in the year ahead, once we have received the Mining Licence for
which we have applied, will be on advancing the southern Rukwa Helium Project
towards development. While our recent acquisition in the US is also expected
to progress significantly following the commencement of the drilling programme
this quarter with wells and production coming on stream in H1 2025.
We believe that the year ahead promises to be another busy and highly
significant time for the Company as we look to further develop and build our
portfolio."
For further information please visit the Company's website: www.helium-one.com
(http://www.helium-one.com)
Contact
Helium One Global Ltd +44 20 7920 3150
Lorna Blaisse, CEO
Graham Jacobs, Finance and Commercial Director
Panmure Liberum Limited (Nominated Adviser and Joint Broker) +44 20 3100 2000
Scott Mathieson
Nikhil Varghese
Zeus Capital Limited (Joint Broker) +44 20 3829 5000
Simon Johnson
Louisa Waddell
Tavistock (Financial PR) +44 20 7920 3150
Nick Elwes
Tara Vivian-Neal
Notes to Editors
Helium One Global, the AIM-listed Tanzanian explorer, holds prospecting
licences across two distinct project areas, with the potential to become a
strategic player in resolving a supply-constrained helium market.
The Rukwa and Eyasi projects are located within rift basins on the margin of
the Tanzanian Craton in the north and southwest of the country. These assets
lie near surface seeps with helium concentrations ranging up to 10.4% helium
by volume. All Helium One's licences are held on a 100% equity basis.
The Company's total acreage in Tanzania is 1,372 km(2) and its flagship
southern Rukwa Project is located within the southern Rukwa Rift Basin in
south-west Tanzania. This project is considered to be entering an appraisal
stage following the success of the 2023/24 exploration drilling campaign,
which proved a helium discovery at Itumbula West-1 and, following an extended
well test, successfully flowed 5.5% helium continually to surface in Q3 2024.
Following the success of the extended well test, the Company has now flowed
significant quantities of helium to surface and has filed a Mining Licence
application with the Mining Commission of the Tanzanian Government.
The Company also owns a 50% working interest in the Galactica-Pegasus helium
development project in Las Animas County, Colorado, USA. This project is
operated by Blue Star Helium Ltd (ASX: BNL).
Helium One is listed on the AIM market of the London Stock Exchange with the
ticker of HE1 and on the OTCQB in the United States with the ticker HLOGF.
Chairman's Statement
I am pleased to present the Annual Report and Financial Statements for the
year ended 30 June 2024. The period was an exceptionally busy one for the
Company with a two well exploration programme on our Rukwa project which
ultimately resulted in the announcement of a confirmed helium discovery.
Following the acquisition of our own drill rig in July 2023, the Company
embarked on a two well drilling campaign on the Rukwa project in Tanzania.
The team successfully drilled the Tai-3 well in November 2023, encountering
elevated helium shows throughout and recovering the first downhole helium
samples of helium gas in solution in Tanzania from four different intervals
across the Upper and Lower Karoo Group.
The team then moved on to drill the ITW-1 well in January 2024, successfully
completing all wireline logging and drill stem testing operations in early
February. The results from ITW-1 were very pleasing, flowing a high
concentration of helium to surface from Basement, at a measured concentration
up to 4.7% helium. A measured helium concentration of 4.7% equates to almost
nine thousand times above background levels. Hydrogen also flowed to surface
during testing of the Basement, at a concentration of 2.2% hydrogen, over
thirty-seven thousand times above background levels
The EWT at ITW-1, which were completed post period end, confirmed a helium
discovery having successfully flowing a sustained average of 5.5% helium (air
corrected) from the fractured Basement and a sustained average of 5.2% helium
(air corrected) to surface from the faulted Karoo Group.
After extensive analysis of all of the data from the operations during the
year the team submitted an application for a ML on the southern Rukwa Helium
Project in September 2024 and the Company will continue to engage with the
Ministry of Minerals and the Mining Commission in Tanzania whist awaiting the
award of the ML in order to progress the southern Rukwa Helium Project
development further.
As Chairman of Helium One, I am very proud of what we have achieved in
Tanzania with a relatively small team of professionals and limited financial
resources. It is a testament to the hard work and resilience of Lorna and
her team that we have achieved so much and progressed this project to its
current status with no end of challenges along the way, so I would like to
express my heartfelt thanks to her and the team for everything that they have
done.
There have been some changes to the Board during the period and post period
end. During the year Ian Stalker and Robin Birchall decided to step down as
Directors of the Company. I would like to again thank them both for their
invaluable contribution at Helium One.
We were delighted to welcome Graham Jacobs who joined the Board as commercial
and Finance Director on 19 September 2023. Graham has been working with the
team since January 2022 and was appointed Financial and Commercial Director
on 4 August 2023. Graham is an experienced financial and commercial
executive with over 30 years of experience in the natural resources sector.
He has extensive expertise in the oil and gas industry having held a number of
senior positions at Dragon Oil plc, PanOcean Energy, Addax Energy and Oryx
Petroleum, and was also Head of Commercial at Tanzanian focussed Orca Energy.
Post period end, Russel Swarts resigned as a Director of the Company to focus
on his other interests. Russel has been a key member of the team since prior
to the Company's listing on AIM in 2020 and I wish to thank him for his
significant contribution both as a Board member and as part of the senior
management team and wish him well in his future endeavours.
We very much look forward to progressing the project in Tanzania through to
production, whilst also looking to progress the further opportunities we have,
both in-country and elsewhere.
We are also entering a very busy period with our joint venture with Blue Star
in Colorado where we will shortly commence the drilling of six development
wells on the Galactica-Pegasus project. We look forward to providing updates
on the progress of the drilling programme in due course.
I would like to thank the Government of Tanzania and the local communities in
which we operate for their continued support which has enabled the Company to
advance its operations at such a dramatic pace. We look forward to
continuing our work with them in what we expect to be an exciting year
ahead. Finally, I would like to thank all of our shareholders for their
continued commitment and support and look forward to providing further updates
from our various projects.
James Smith
Non-Executive Chairman
19 November 2024
Chief Executive Officers Statement
I am pleased to report on the Group's annual results for the 12 months to 30
June 2024. The period was another incredibly busy and rewarding period for the
team as we progressed our Phase II drilling at Rukwa and successfully flowed a
high concentration of helium to surface from Basement, at a measured
concentration up to 4.7% helium from our exploration well ITW-1.
Flowing helium to surface in such high concentrations was a huge, and very
significant, milestone for the Company and, after evaluation of these results,
we progressed to an EWT at ITW-1. This confirmed a helium discovery in
September 2024 following a sustained helium flow to surface of 5.5% helium
(air corrected) from the fractured Basement and a sustained flow of 5.2%
helium (air corrected) to surface from the faulted Karoo Group.
This was followed by a comprehensive integration of the results and the
completion of our feasibility study for the southern Rukwa Helium Project
which was submitted as part of the application for a ML in order to develop
and advance the project upon award.
Operational Review
Following the extensive evaluation of rig options during the first half of
2023 and, in order to remain on the critical path to a Q3 2023 spud, the
Company successfully completed the acquisition of its Epiroc Predator 220
drilling rig in July 2023 and its subsequent mobilisation down to the Rukwa
site. This is an oil and gas type rig capable of drilling to depths of
2,400m. It is broken down into three main components; the rig carrier,
substructure and pipe skate. This acquisition was a highly significant
achievement for the Company as ownership of the rig provided the opportunity
for us to move quickly into the testing phase at ITW-1 without the additional
cost of keeping a rig on standby or becoming challenged by mobilising another
rig into the country.
In November 2023 the Company announced that the Tai 3 well had successfully
reached a total depth of 1,448m MD having encountered weathered crystalline
Basement. We were very encouraged by these initial results from Tai 3 and it
was extremely positive to see elevated helium shows, up to six times above
background, in the Lower Karoo Group and Basement targets as well as the fact
that helium shows increased in frequency and quality with depth, as we had
anticipated.
The Company completed drilling and wireline operations at the Tai-3 well,
which included logging, downhole pressure tests and sampling, despite a number
of unexpected operational challenges. The Company was able to successfully
run logging tools down to 1,430m MD and acquired downhole fluid samples from
four different zones in the Lower and Upper Karoo Group. Petrophysical
analysis of the downhole logs demonstrated little to no zones of interest for
sampling in the Lake Beds or Nsungwe Formation.
The wireline logs demonstrated a series of good quality, stacked reservoir
intervals in both the Upper and Lower Karoo Group intervals. In particular,
in the deeper Lower Karoo Group section which had not previously been
drilled in the Rukwa Rift Basin with initial petrophysical analysis
demonstrating a series of well-developed good quality reservoir sands. These
sands range from 2-20m thick, an average 17% porosity and 0.44 net to gross,
interbedded with shale prone seals. These reservoir-seal pairs, combined with
their proximity to the Basement helium source, made this interval a very
interesting primary target zone.
The Upper Karoo Group section also demonstrated an increased shale content,
and more thinly bedded reservoir intervals. The overlying, younger Lake Beds
Formation was dominated by sandstones and shales, with minor amounts of
limestone. Initial petrophysical analysis of wireline logs over the Lake Beds
Formation demonstrated good to excellent quality reservoir sands (average 24%
porosity and 0.61 net to gross) interbedded with thin claystones and
limestones.
The downhole sampling programme successfully recovered helium samples from
four different intervals in the Lower and Upper Karoo Group. Although, no
free gas samples were obtained, there was evidence of helium gas in solution
when the samples were transferred at surface, and pressure-volume-temperature
analyses were performed. These samples yielded helium up to 8,320 parts per
million helium, with the highest values encountered close to a small, faulted
zone in the Lower Karoo Group. It is noted that helium shows increased whilst
drilling into the Basement fracture zone until losses were encountered and
drilling operations were halted.
The presence of these helium-enriched fluids migrating through the basin along
fractures and fault zones is likely to allow the helium to migrate from the
deeper Basement source rock. As a result of this increased understanding of
the regional characteristic, the Company made the decision to run 7" casing
and suspend the Tai-3 well, so the Company can return and deepen the well at a
later date.
Armed with the results from the Tai-1 and Tai-3 wells, the Company then moved
on to the Itumbula prospect with drilling commencing on 6 January 2024. The
Company successfully completed all wireline logging and drill stem testing
("DST") operations at ITW-1 in early February flowing a high concentration of
helium to surface from Basement, at a measured concentration up to 4.7% helium
which equates to almost nine thousand times above background levels.
Hydrogen also flowed to surface during basement testing, at a concentration of
2.2% hydrogen, which is over thirty-seven thousand times above background
levels
We were delighted with the findings from ITW-1 and the results from the DST
clearly confirmed the presence of a producing helium province in the Rukwa
Rift Basin. The learnings from the Tai-3 well provided invaluable additional
subsurface information as to how the helium system works. By applying these
findings, we adjusted our well location on the Itumbula prospect pre-drill,
which certainly yielded the results we were hoping for and justified that
decision.
We then moved to the EWT at ITW-1 which commenced in July 2024, post period
end. The EWT was completed in early September 2024 and we were very pleased
to confirm a helium discovery with the ITW-1 well successfully flowing a
sustained average of 5.5% helium (air corrected) from the fractured Basement
and a sustained average of 5.2% helium (air corrected) to surface from the
faulted Karoo Group.
Economic and subsurface modelling by the Company demonstrates positive
economics with artificial lift, and what is anticipated to be in the region of
twenty to thirty development wells in the production phase. The data collated
and evaluated by the Company's subsurface team, was integrated into a
feasibility study, which was submitted with the ML application, and
demonstrates to the Mining Commission of Tanzania the viability of
the southern Rukwa Helium Project.
Acquisition of Near-Term Development and Production Helium and Carbon Dioxide
Project
Post period end, we announced on 31 October 2024 that the Company executed
definitive agreements to acquire a 50% legal and beneficial interest in Blue
Star's Galactica-Pegasus project in Colorado, USA as well as a similar
interest in the leases associated with 246 km2 (61,000 gross acres) of
acreage in the proven helium fairway of Las Animas County,
southern Colorado.
The full development programme for the Galactica Project will require the
drilling and tie-back of 15 wells, as well as commissioning of the relevant
helium and CO2 processing equipment. The initial programme will require the
drilling of six development wells and is commencing in Q4 2024. Once these are
complete, it is forecast that the sale of helium and CO2 from these initial
wells, will generate sufficient cash to fund the drilling and tie-back of the
remaining nine wells as the project is close to existing helium processing
facilities, associated infrastructure and downstream users.
The initial wells are expected to be on stream and producing in H1 2025 and an
independent third-party competent person's report indicates that an average of
approximately US$2 million per annum will accrue to the Company over a
period of five years. However, these estimates represent only sales from the
production of helium, and the Company believes that the sale of associated
CO2 into the local market, could increase this by up to 50%.
We are very pleased to have entered into this partnership with Blue
Star enabling the Company to build an expanding global footprint in the
helium sector at such a pivotal time. Our projects in Tanzania remain our
primary focus, but this development opportunity enables the Company to
potentially secure near-term cash flow to aid with progressing our Tanzanian
asset. We now have a portfolio of two potential near term revenue projects
in our portfolio.
We very much look forward to working with Blue Star in this new partnership
and aim to draw on our learnings from another proven helium play in order to
extend our expertise to this new play as we advance towards production.
Licence Area Evaluation
A number of Prospecting Licences ("PL's") held by the Company reached the end
of their second and final renewal term and automatically lapsed on
17th September 2024, except for those in southern Rukwa which are now under
application for a ML. By allowing these to lapse at the end of the final
exploration term, the Company will save US$177,600 per year in annual
license fees.
The Company has fully relinquished its expired PL's on the eastern side
of Lake Rukwa totalling 233 km2, where the area is deemed of limited
prospectivity as well as being too difficult to access and or offshore on the
lake. In addition, following a partial relinquishment of 125 km2 earlier this
year, after a comprehensive gravity-magnetics study, the Balangida Rift Basin
PL totalling 134 km2 has now also expired.
The remaining PLs which reached their final exploration renewal term on
17th September 2024 are two PLs in the eastern Eyasi Rift Basin. These PLs
are located in an area deemed to offer little to no prospectivity and total a
combined area of 807 km2.
Whilst these PLs have reached the end of their exploration period, the Company
continues to review all geological regions of Tanzania for helium potential
and remains opportunistic for future PL applications.
Fundraising
In September 2023, the Company raised gross proceeds of £6.8 million before
expenses (approximately US$8.7 million) through the issue of 113,333,333 new
ordinary shares at a price of 6 pence per share. The funds raised were for
the Company's drilling, licensing fees and additional working capital.
In December 2023, the Company raised gross proceeds of £6.1
million (approximately US$7.7 million) through the issue of 2,420,842,500
new ordinary shares at a price of 0.25 pence per share. These funds were
essential to enable us to complete the drilling of ITW-1 well.
In February 2024, the Company raised gross proceeds of £4.7
million (approximately US$5.92 million) through the issue of 313,333,333 new
ordinary shares at a price of 1.5p per share. This raise provided the
Company with sufficient working capital to progress its planning for the next
stage of the work programme in Tanzania.
In June 2024, the Company raised gross proceeds of £8.0
million (approximately US$10.2 million) through the issue of 1,600,000,000
new ordinary shares at a price of 0.50 pence per ordinary share. These
funds were to enable us to fulfil the deepening of ITW-1 and the execution of
the EWT.
In August 2024, post period end, the Company raised gross proceeds of £6.43
million (approximately US$8.2 million) through the issue of 590,000,000 new
ordinary shares at a price of 1.09 pence per share (the "Issue Price") to
fund the acquisition of the 50% interest in the Galactica Pegasus project.
Financial Results for the Year Ended 30 June 2024
The Group recorded a total comprehensive loss attributable to the equity
holders of the Company of US$11,012,204, an increase compared with
US$2,672,915 for the year to 30 June 2023 mainly as a result of current year
impairments of US$5.77 million and exchange differences of US$2.3million.
The Group's net assets as at 30 June 2024 were US$47,471,097 compared to
US$27,204,804 at 30 June 2023. The increase is due to the drilling activities
that occurred during the year. At 30 June 2024, the Group's cash position was
US$11,647,723 (30 June 2023: US$9,600,786).
Outlook
Helium remains an irreplaceable technology commodity in a very dynamic market,
sensitive to demand supply and geopolitics and the Board believes that Helium
One has a portfolio that has the potential to help meet the increasing demand
for helium. The year ahead promises to be another busy and very significant
period for the Company as we aim to secure our ML across the southern Rukwa
Helium Project in Tanzania and work towards production, and thus revenue for
the Company, in the USA.
Following the submission of the ML application, the Company will continue to
engage with the Minister of Minerals and the Mining Commission
in Tanzania whilst awaiting the award of the ML before progressing the
southern Rukwa Helium Project development further.
The Company-owned drilling rig, Epiroc 220, remains hot stacked in the
southern Rukwa region and is operationally ready.
The Company continues to review the remaining PLs it holds in Tanzania,
particularly off the back of the learnings from the success in southern Rukwa.
Our partnership with Blue Star is a milestone for the Company. We now own a
50% stake in the Galactica-Pegasus project in Colorado, USA and are moving
ahead to the commencement of the 2024 drilling campaign on the
Galactica-Pegasus development, with the initial wells expected to be on stream
and producing in H1 2025.
I would like to take this opportunity to thank all our staff who have again
worked so hard this year as well as the local communities and the Government
ministries that have continued to work with us and have enabled us to continue
to drive our programme forward. Lastly, I would also like to thank all of
our shareholders for their continued support and look forward to providing
further updates as we progress our projects further.
Lorna Blaisse
Chief Executive Officer
19 November 2024
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
For the year ended 30 June 2024
Year ended Year ended
Note 30 June 2024 30 June 2023
$ $
Continuing Operations
Revenue - -
Administrative expenses 6 (2,911,738) (2,768,503)
Impairments 5 (5,771,668) (597,698)
Operating loss (8,683,406) (3,366,201)
Finance income 8 1,634 38,447
Loss for the year before taxation (8,681,772) (3,327,754)
Taxation 9 (7,849) (6,376)
Loss for the year from continuing operations (attributable to the equity (8,689,621) (3,334,130)
holders of the parent)
Items that may be reclassified subsequently to profit and loss:
Exchange difference on translation of foreign operations (2,322,583) 661,215
Total comprehensive loss for the year (attributable to the equity holders of (11,012,204) (2,672,915)
the parent)
Earnings per share:
Basic and diluted earnings per share (cents) 10 (0.34) (0.46)
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 30 June 2024
30 June 2024 30 June 2023
Note $ $
ASSETS
Non-current assets
Intangible assets 11 31,729,689 15,509,515
Property, Plant & Equipment 12 2,966,713 5,611
Other receivables 14 1,083,797 1,231,593
Total non-current assets 35,780,199 16,746,719
Current assets
Inventory 13 - 1,476,362
Trade and other receivables 14 1,627,741 2,238,094
Cash and cash equivalents 15 11,647,723 9,600,786
Total current assets 13,275,464 13,315,242
Total assets 49,055,663 30,061,961
LIABILITIES
Current liabilities
Trade and other payables 16 (1,584,566) (2,857,157)
Total liabilities (1,584,566) (2,857,157)
Net assets 47,471,097 27,204,804
EQUITY
Share premium 17 85,130,910 54,468,236
Other reserves 19 1,099,798 4,242,482
Retained earnings (38,759,611) (31,505,914)
Total equity 47,471,097 27,204,804
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 30 June 2024
Share Other reserves Retained earnings
premium Total
Note $ $ $ $
Balance as at 1 July 2022 43,061,318 2,587,348 (27,615,098) 18,033,568
Comprehensive income
Loss for the year - - (3,334,130) (3,334,130)
Currency translation differences 661,215 - 661,215
Total comprehensive loss for the year 661,215-- (3,334,130) (2,672,915)
Transactions with owners recognised directly in equity
Foreign currency reserve adjustment - - (721,237) (721,237)
Issue of ordinary shares 12,018,934 - - 12,018,934
Reversal of Merger Acquisition Reserve - 349,710 - 349,710
Cost of share issue (643,685) - - (643,685)
Share based payments - 808,760 - 808,760
Warrants and options expired during the year - (146,480) 146,480 -
Warrants and options exercised during the year 31,669 (18,071) 18,071 31,669
Total transactions with owners 11,406,918 993,919 (556,686) 11,844,151
Balance as at 30 June 2023 54,468,236 4,242,482 (31,505,914) 27,204,804
Balance as at 1 July 2023 54,468,236 4,242,482 (31,505,914) 27,204,804
Comprehensive income
Loss for the year - - (8,689,621) (8,689,621)
Currency translation differences - (2,322,583) - (2,322,583)
Total comprehensive loss for the year - (2,322,583) (8,689,621) (11,012,204)
Transactions with owners recognised directly in equity
Adjustment in respect of prior year unrealised losses - (927,627) 927,627 -
Issue of ordinary shares 17 31,824,942 - - 31,824,942
Cost of share issue (1,964,101) - - (1,964,101)
Shares issued in lieu of services/fees 49,846 - - 49,846
Share based payments - 615,823 - 615,823
Warrants and options expired during the year - (123,721) 123 721 -
Warrants and options exercised during the year 751,987 (384,576) 384 576 751,987
Total transactions with owners 30,662,674 (820,101) 1,435,924 31,278,497
Balance as at 30 June 2024 85,130,910 1,099,798 (38,759,611) 47,471,097
CONSOLIDATED CASH FLOW STATEMENT
For the year ended 30 June 2024
30 June 2024 30 June 2023
Note $ $
Cash flows from operating activities
Loss after taxation (8,689,621) (3,334,130)
Adjustments for:
Depreciation and amortisation 12 290,019 6,817
Share-based payments 615,823 808,760
Shares issued for services 49,846 -
Net finance income 8 (1,634) (38,447)
Impairment of intangibles 11 5,771,668 100,803
Taxation Paid 9 6,376 6,376
Decrease/(Increase) in trade and other receivables 758,149 (1,614,999)
(Decrease)/Increase in trade and other payables (1,272,591) 2,245,884
Decrease/(Increase) in inventories 13 1,476,362 (1,358,484)
Foreign exchange 23,023 425,567
Net cash (outflows) from operating activities (972,580) (2,751,853)
Investing activities
Purchase of property, plant, and equipment 12 (3,251,121) (4,668)
Exploration and evaluation activities 11 (21,991,842) (3,851,956)
Net cash used in investing activities (25,242,963) (3,856,624)
Financing activities
Taxation Paid 9 (6,376) (6,376)
Proceeds from issue of share capital 17 31,824,942 12,018,934
Cost of share issue 17 (1,964,101) (643,685)
Proceeds from exercise of warrant options 17 751,987 31,669
Interest received on funds invested 1,634 38,447
Net cash generated from financing activities 30,608,086 11,438,989
Net increase in cash and cash equivalents 4,392,543 4,830,512
Cash and cash equivalents at the beginning of the year 9,600,786 4,906,153
Exchange losses on cash (2,345,606) (135,879)
Cash and cash equivalents at the end of the year 15,26 11,647,723 9,600,786
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2024
1. General Information
The principal activity of Helium One Global Limited (the 'Company') (formerly
Helium One Limited) and its subsidiaries (together the 'Group') is the
exploration and development of helium gas resources. The Company is
incorporated and domiciled in the British Virgin Islands. The address of its
registered office is Vistra Corporate Services Centre, Wickhams Cay II, Road
Town, Tortola, VG1110, British Virgin Islands. The Company is exempt from
preparing separate parent company Financial Statements for the year ended 30
June 2024 in line with BVI Business Companies Act 2004.
The Company's ordinary shares are admitted to trading on the Alternative
Investment Market (AIM) of the London Stock Exchange under the ticker 'HE1'.
The Company is also listed on the OTCQB market with the ticker HLOGF and is
quoted on Börse Frankfurt with symbol 9K3.
2. Functional and Presentational Currency
The determination of an entity's functional currency is assessed on an
entity-by-entity basis. A company's functional currency is defined as the
currency of the primary economic environment in which the entity operates. The
functional currency of the Parent Company is the US Dollar, because it
operates in the BVI, where the majority of its transactions are in US dollars.
The functional currency of the Tanzanian subsidiaries is Tanzanian Shillings
in which currency the subsidiaries incur payroll costs, licence fees,
withholding tax fees and payments to local suppliers, and are required to
report and file accounts locally.
The functional and presentational currency of the Group for year ended 30 June
2024 is US dollars. The presentational currency is an accounting policy
choice.
3. Summary of Significant Accounting Policies
The principal accounting policies that have been used in the preparation of
these consolidated Financial Statements are set out below. These
policies have been consistently applied unless otherwise stated.
Basis of preparation
The consolidated Financial Statements have been prepared in accordance with
International Financial Reporting Standards (IFRS) and IFRS Interpretations
Committee (IFRS IC) interpretations as adopted by the European Union
applicable to companies under IFRS and in accordance with AIM Rules. The
Financial Statements are prepared on the historical cost basis or the fair
value basis where the fair valuing of relevant assets or liabilities has been
applied.
The preparation of Financial Statements in conformity with IFRS requires
management to make judgements, estimates and assumptions that affect the
application of policies and reported amounts of assets and liabilities, income
and expenses. The estimates and associated assumptions are based on historical
experience and factors that are believed to be reasonable under the
circumstances, the results of which form the basis of making judgements about
carrying values of assets and liabilities that are not readily apparent from
other sources. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis.
Changes in accounting estimates may be necessary if there are changes in the
circumstances on which the estimate was based, or as a result of new
information or more experience. Such changes are recognised in the period in
which the estimate is revised.
New and amended standards adopted by the Group
There were no new or amended accounting standards that required the Group to
change its accounting policies for the year ended 30 June 2024.
New Accounting Standards issued but not yet effective
The standards and interpretations that are relevant to the Group, issued, but
not yet effective, up to the date of the Financial Statements are listed
below. The Group intends to adopt these standards, if applicable, when they
become effective.
Standard Impact on initial application Effective date
Amendments to IAS 7 Statement of Cash Flows 1 January 2024
Amendments to IFRS 7 Financial Instruments: Disclosures: Supplier Finance Arrangements 1 January 2024*
Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rate: Lack of Exchangeability 1 January 2025*
Amendments to IFRS 18 Presentation and Disclosure in Financial Statements 1 January 2027*
Amendments to IFRS 19 Subsidiaries without Public Accountability Disclosures 1 January 2027*
Amendments to IFRS 9 Financial Instruments 1 January 2026*
Amendments for IFRS 7 Financial Instruments: Disclosures: Classification and Measurement of 1 January 2026*
Financial Instruments
Annual Improvements to IFRS Standards Volume 11 1 January 2026*
*EU effective date not yet confirmed
The Directors have evaluated the impact of transition to the above standards
and do not consider that there will be a material impact on the Group's
results or shareholders' funds.
Basis of consolidation
Subsidiaries
Subsidiaries are entities controlled by the Group. The Group controls an
entity when it is exposed to, or has rights to, variable returns from its
involvement with the entity and could affect those returns through its power
over the entity. The Financial Statements of subsidiaries are included in the
consolidated Financial Statements from the date on which control commences
until the date on which control ceases.
The investments in subsidiaries held by the Company are valued at cost less
any provision for impairment that is considered to have occurred, the
resultant loss being recognised in the income statement.
The consolidated Financial Statements incorporate the financial statements of
the Company and its subsidiaries up to 30 June 2024.
Transactions eliminated on consolidation
Intra-group balances and transactions, and any unrealised income and expenses
(except for foreign currency transaction gains or losses) arising from
intra-group transactions, are eliminated. Unrealised losses are eliminated in
the same way as unrealised gains, but only to the extent that there is no
evidence of impairment.
Foreign currency transactions
Transactions in foreign currencies are translated into the respective
functional currencies of Group companies at the exchange rates at the dates of
the transactions. Monetary assets and liabilities denominated in foreign
currencies are translated into the functional currency at the exchange rate at
the reporting date. Non-monetary assets and liabilities that are measured at
fair value in a foreign currency are translated into the functional currency
at the exchange rate when the fair value was determined. Non-monetary items
that are measured based on historical cost in a foreign currency are
translated at the exchange rate at the date of the transaction. Foreign
currency differences are recognised in profit or loss and presented on the
statement of comprehensive income.
However, foreign currency differences arising from the translation of the
following items are recognised in OCI:
· An investment in equity securities designated as at FVOCI (except
on impairment, in which case foreign currency differences that have been
recognised in OCI are reclassified to profit or loss).
· A financial liability designated as a hedge of the net investment
in a foreign operation to the extent that the hedge is effective.
Foreign operations
The assets and liabilities of foreign operations and fair value adjustments
arising on acquisition, are translated into United States Dollars at the
exchange rates at the dates of the transactions. Foreign currency differences
are recognised in OCI and accumulated in the translation reserve, except to
the extent that the translation difference is allocated to OCI. When a foreign
operation is disposed of in its entirety or partially such that control,
significant influence or joint control is lost, the cumulative amount in the
translation reserve related to that foreign operation is reclassified to
profit or loss as part of the gain or loss on disposal.
If the Group disposes of part of its interest in a subsidiary but retains
control, then the relevant proportion of the cumulative amount is reattributed
to OCI. When the Group disposes of only part of an associate or joint venture
while retaining significant influence or joint control, the relevant
proportion of the cumulative amount is reclassified to profit or loss.
Going concern
The consolidated Financial Statements have been prepared on a going concern
basis. The Group incurred a net loss of $8,689,621and incurred operating cash
outflows of $972,580 and is not expected to generate any revenue or positive
cash flows from operations in the next 12 months from the date at which these
consolidated Financial Statements were approved. In assessing whether the
going concern assumption is appropriate, the Directors have taken into account
all relevant available information about the current and future position of
the Group, including current level of resources and the required level of
spending on exploration and evaluation activities. As part of their
assessment, the Directors have also taken into account the ability to raise
additional funding whilst maintaining sufficient cash resources to meet all
commitments.
The Group meets its working capital requirements from its cash and cash
equivalents. The Group is pre-revenue and to date the Group has raised finance
for its activities through the issue of equity. The Group had $11,647,723 of
cash and cash equivalents at 30 June 2024 and $11,063,915 as at the date these
accounts are signed.
As with all similar sized exploration companies, the Group is required to
raise money for further exploration and capital projects as and when
required. The Company has applied for a Mining Licence over the Rukwa
project and, subject to the granting of this Mining Licence, further
fundraising will need to take place over the 12 month period from the date of
approval of these Financial Statements, in order to fully fund the work
programme contemplated by the ML application,
Cash and cash equivalents
Cash includes petty cash and cash held in current bank accounts. Cash
equivalents include short-term investments that are readily convertible to
known amounts of cash and which are subject to insignificant risk of changes
in value.
Property, plant, and equipment
Property, plant, and equipment are stated at cost, less accumulated
depreciation, and any provision for impairment losses.
Depreciation is charged on each part of an item of property, plant, and
equipment to write off the cost of assets less the residual value over their
estimated useful lives, using the straight-line method. Depreciation is
charged to the income statement. The estimated useful lives are as follows:
Office equipment - 2 years
Plant and equipment - 5 years
Rig - 10 years
Expenses incurred in respect of the maintenance and repair of property, plant
and equipment are charged against income when incurred. Refurbishments and
improvements expenditure, where the benefit is expected to be long lasting, is
capitalised as part of the appropriate asset.
An item of property, plant and equipment ceases to be recognised upon disposal
or when no future economic benefits are expected from its use or disposal. Any
gain or loss arising on cessation of recognition of the asset (calculated as
the difference between the net disposal proceeds and the carrying amount of
the asset) is included in the income statement in the year the asset ceases to
be recognised.
Intangible assets - Exploration and Evaluation assets
The Group applies the full cost method of accounting for Exploration &
Evaluation ('E&E') costs, having regard to the requirements of IFRS 6
Exploration for and Evaluation of Mineral Resources. Under the full cost
method of accounting, costs of exploring for and evaluating mineral resources
are accumulated by reference to appropriate cost centres being the appropriate
licence area and /or licence areas held under licence agreements. A licence
agreement grants the right to explore and evaluate mineral resources, and to
acquire the licences later at the discretion of the licence holder.
Exploration and evaluation assets are tested for impairment as described
further below. Where appropriate, licences may be grouped into a cost pool.
All costs associated with E&E are initially capitalised as E&E assets,
including payments to acquire the legal right to explore, costs of technical
services and studies, seismic acquisition, exploratory drilling, and testing.
Exploration and evaluation costs include directly attributable overheads
together with the cost of materials consumed during the exploration and
evaluation phases. Costs incurred prior to having obtained the legal right to
explore an area are expensed directly to profit and loss as they are incurred.
E&E Costs are not amortised prior to the conclusion of appraisal
activities.
E&E costs assets related to each exploration licence or pool of licences
are carried forward until the existence (or otherwise) of commercial reserves
has been determined. Once the technical feasibility and commercial viability
of extracting a mineral resource is demonstrable, the related E&E assets
are assessed for impairment on an individual licence or cost pool basis, as
appropriate, as set out below and any impairment loss is recognised in profit
and loss. The carrying value, after, any impairment loss, of the relevant
E&E assets is then reclassified as Property, Plant and Equipment.
E&E assets are assessed for impairment when facts and circumstances
suggest that the carrying amount may exceed its recoverable amount. Such
indicators include, but are not limited to, those situations outlined in
paragraph 20 of IFRS 6 Exploration for and Evaluation of Mineral resources and
include the criteria for which a determination is made as to whether
commercial reserves exist.
The aggregate carrying value is compared against the expected recoverable
amount, by reference to the present value of future cash flows expected to be
derived from production of commercial reserves.
When a licence or pool of licences is abandoned or there is no planned future
work, the costs associated with the respective licences are written off in
full.
Any impairment loss is recognised in profit and loss and separately disclosed.
The Group considers each licence, or where appropriate pool of licences,
separately for purposes of determining whether impairment of E&E assets
has occurred.
Impairment
All capitalised exploration and evaluation assets and property, plant and
equipment are monitored for indications of impairment. Where a potential
impairment is indicated, assessment is made for the group of assets
representing a cash generating unit.
In accordance with IFRS 6 the Group firstly considers the following facts and
circumstances in their assessment of whether the Group's exploration and
evaluation assets may be impaired:
(a) the period for which the Group has the right to explore in the specific
area has expired during the period or will expire in the near future, and is
not expected to be renewed.
(b) substantive expenditure on further exploration for and evaluation of
resources in the specific area is neither budgeted nor planned.
(c) exploration for and evaluation of resources in the specific area have not
led to the discovery of commercially viable quantities of mineral resources
and the Group has decided to discontinue such activities in the specific area.
(d) sufficient data exist to indicate that, although a development in the
specific area is likely to proceed, the carrying amount of the exploration and
evaluation asset is unlikely to be recovered in full from successful
development or by sale.
In addition to the above, the Group gives due consideration to the following
criteria:
· unexpected geological occurrences render the resource uneconomic;
· a significant fall in realised or estimated prices render the
project uneconomic; or
· an increase in operating costs occurs.
If any such facts or circumstances are noted, the Group perform an impairment
test in accordance with the provisions of IAS 36.
The aggregate carrying value is compared against the expected recoverable
amount of the cash generating unit. The recoverable amount is the higher of
value in use and the fair value less costs to sell. An impairment loss is
reversed if the assets or cash-generating unit's recoverable amount exceeds
its carrying amount. A reversal of impairment loss is recognised in the profit
or loss immediately.
Provisions
A provision is recognised in the Statement of Financial Position when the
Group or Company has a present legal or constructive obligation because of a
past event, and it is probable that an outflow of economic benefits will be
required to settle the obligation. If the effect is material, provisions are
determined by discounting the expected future cash flows at a pre-tax rate
that reflects current market assessments of the time value of money and, where
appropriate, the risks specific to the liability.
Taxation
There is an amount of $7,849 in current tax payable .
Deferred income taxes are calculated using the Statement of Financial Position
liability method on temporary differences. Deferred tax is provided on the
difference between the carrying amounts of assets and liabilities and their
tax bases. However, deferred tax is not provided on the initial recognition of
goodwill or on the initial recognition of an asset or liability unless the
related transaction is a business combination or affects tax or accounting
profit. Deferred tax on temporary differences associated with shares in
subsidiaries and joint ventures is not provided if reversal of these temporary
differences can be controlled by the Company and it is probable that reversal
will not occur in the foreseeable future. In addition, tax losses available to
be carried forward as well as other income tax credits to the Company are
assessed for recognition as deferred tax assets.
Deferred tax liabilities are provided in full, with no discounting. Deferred
tax assets are recognised to the extent that it is probable that the
underlying deductible temporary differences will be able to be offset against
future taxable income. Current and deferred tax assets and liabilities are
calculated at tax rates that are expected to apply to their respective period
of realisation, provided they are enacted or substantively enacted at the
Statement of Financial Position date.
Changes in deferred tax assets or liabilities are recognised as a component of
tax expense in the income statement, except where they relate to items that
are charged or credited directly to equity, in which case the related current
or deferred tax is also charged or credited directly to equity.
Inventory
Inventory is valued at the lower of cost and net realisable value. The cost of
inventories is based on the cost of the consumable and cost of transport to
the site where stored. Net realisable value is estimated selling price in the
ordinary course of business, less costs related to selling the inventory.
For other inventories, cost is determined on a weighted average basis (for
fuel and chemicals) or a specific identification basis (for spares and
supplies), including the cost of direct material and (where applicable) direct
labour and a proportion of overhead expenses. Items are classified as spares
and supplies inventory where they are either standard parts, easily resalable
or available for use on non-specific campaigns, and as intangible exploration
and evaluation assets where they are specific parts intended for specific
projects. Net realisable value is determined by an estimate of the price
that could be realised through resale or scrappage based on its condition at
the balance sheet date.
Equity
Equity comprises the following:
1. "Share premium" represents the total value of equity shares issued
(there is no par value) net of expenses of the share issues.
2. "Other reserves" includes the following:
a. the "Merger reserve" arose on the acquisition of CJT Ventures
Limited. There have been no movements in the reserve since acquisition.
b. the "Share option reserve" represent the fair values of share options
and warrants issued and
c. the "Foreign exchange reserve" represents the cumulative translation
difference on the net assets of the subsidiaries
3. "Retained reserves" include all current and prior year results,
including fair value adjustments on financial assets, as disclosed in the
consolidated statement of comprehensive income.
Share issue costs
Incremental costs directly attributable to the issue of ordinary shares are
recognised as a deduction from share premium in accordance with IAS 32.
Share-based payments
The Company awards share options to certain Directors and employees to acquire
shares of the Company. Additionally, the Company has issued warrants to
providers of equity finance. Warrants issued as part of Share Issues have been
determined as equity instruments under IAS 32. Since the fair value of the
shares issued at the same time is equal to the price paid, these warrants, by
deduction, are considered to have been issued at nil value.
All goods and services received in exchange for the grant of any share-based
payment are measured at their fair values in accordance with IFRS 2. Where
employees are rewarded using share-based payments, the fair values of
employees' services are determined indirectly by reference to the fair value
of the instrument granted to the employee.
The fair value is appraised at the grant date and excludes the impact of
non-market vesting conditions. Fair value is measured by use of the Black
Scholes model. The expected life used in the model has been adjusted, based on
management's best estimate, for the effects of non-transferability, exercise
restrictions, and behavioural considerations. All equity-settled share-based
payments are recognised as an expense in the income statement with a
corresponding credit to "other reserves."
If vesting periods or other non-market vesting conditions apply, the expense
is allocated over the vesting period, based on the best available estimate of
the number of share options expected to vest. Estimates are subsequently
revised if there is any indication that the number of share options expected
to vest differs from previous estimates. Any cumulative adjustment prior to
vesting is recognised in the current period. No adjustment is made to any
expense recognised in prior years if share options exercised are different to
that estimated on vesting. Upon exercise of share options, the proceeds
received net of attributable transaction costs are credited to share premium.
A gain or loss is recognised in profit or loss when a financial liability is
settled through the issuance of the Company's own equity instruments. The
amount of the gain or loss is calculated as the difference between the
carrying value of the financial liability extinguished and the fair value of
the equity instrument issued. A gain or loss is recognised in profit or loss
on the expiry of a financial liability. The amount of the gain or loss is
calculated as the difference between the carrying value of the expired
financial liability and the fair value of the equity instrument issued.
Financial instruments
Financial assets
Classification
The Group's financial assets consist of financial assets held at amortised
cost. The classification depends on the purpose for which the financial
assets were acquired. Management determines the classification of its
financial assets at initial recognition.
Financial assets held at 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. Any gain or loss arising on derecognition is recognised
directly in the profit or loss and presented in other gain/ (losses) together
with foreign exchange gains and losses. Impairment losses are presented as a
separate line item in the statement of profit or loss.
They are included in current assets, except for maturities greater than 12
months after the reporting date, which are classified as non-current assets.
The Group's financial assets at amortised cost comprise trade and other
current assets and cash and cash equivalents at the year-end.
Recognition and measurement
Regular purchases and sales of financial assets are recognised on the trade
date - the date on which the Group commits to purchasing or selling the
asset. Financial assets are initially measured at fair value plus
transaction costs. Financial assets are de-recognised when the rights to
receive cash flows from the assets have expired or have been transferred, and
the Group has transferred substantially all of the risks and rewards of
ownership.
Financial assets are subsequently carried at amortised cost using the
effective interest method.
Impairment of financial assets
The Group assesses, on a forward-looking basis, the expected credit losses
associated with its financial assets carried at amortised cost. For trade
and other receivable due within 12 months the Group applies the simplified
approach permitted by IFRS 9. Therefore, the Group does not track changes in
credit risk, but rather recognises a loss allowance based on the financial
asset's lifetime expected credit losses at each reporting date.
A financial asset is impaired if there is objective evidence of impairment as
a result of one or more events that occurred after the initial recognition of
the asset, and that loss event(s) had an impact on the estimated future cash
flows of that asset that can be estimated reliably. The Group assesses at
the end of each reporting period whether there is objective evidence that a
financial asset, or a group of financial assets, is impaired.
The criteria that the Group uses to determine that there is objective evidence
of an impairment loss include:
· Significant financial difficulty of the issuer or obligor;
· A breach of contract, such as a default or delinquency in
interest or principal repayments;
· The Group, for economic or legal reasons relating the borrower's
financial difficulty, granting the borrower a concession that the lender would
not otherwise consider; and
· It becomes probable that the borrower will enter bankruptcy or
other financial reorganisation.
The Group first assesses whether objective evidence of impairment exists.
The amount of the loss is measured as the difference between the asset's
carrying amount and the present value of estimated future cash flow (excluding
future credit losses that have not been incurred), discounted at the financial
asset's original effective interest rate. The asset's carrying amount is
reduced and the loss is recognised in profit or loss.
If, in a subsequent period, the amount of the impairment loss decreases and
the decrease can be related objectively to an event occurring after the
impairment was recognised (such as an improvement in the debtor's credit
rating), the reversal of the previously recognised impairment loss is
recognised in profit or loss.
Financial liabilities at amortised cost
Trade payables are obligations to pay for goods or services that have been
acquired in the ordinary course of business from suppliers. Accounts payable
are classified as current liabilities if payment is due within one year or
less. If not, they are presented as non-currently liabilities.
Trade payables are recognised initially at fair value, and subsequently
measured at amortised cost using the effective interest method.
Other financial liabilities are initially measured at fair value. They are
subsequently measured at amortised cost using the effective interest method.
Financial liabilities are de-recognised when the Group's contractual
obligations expire or are discharged or cancelled.
Segment reporting
Operating segments are reported in a manner consistent with the internal
reporting provided to the chief operating decision makers. The chief operating
decision makers, who are responsible for allocating resources and assessing
performance of the operating segments, have been identified as the board of
directors.
4. Critical accounting judgments, estimates and assumptions
The preparation of the Financial Statements in conformity with IFRSs requires
management to make estimates and assumptions that affect the reported amounts
of the assets and liabilities and disclosure of contingent assets and
liabilities at the date of the Financial Statements and the reported amount of
expenses during the year. Actual results may vary from the estimates used to
produce these Financial Statements.
Estimates and judgements are continually evaluated and are based on historical
experience and other factors, including expectations of future events that are
believed to be reasonable under the circumstances.
Significant items subject to such estimates and assumptions include:
Valuation of exploration and evaluation expenditure (see Note 11)
Exploration and evaluation assets include mineral rights and exploration and
evaluation costs, including payments to acquire the legal right to explore,
costs of technical services and studies, seismic acquisition, exploratory
drilling, and testing. Exploration and evaluation costs are capitalised if
management concludes that future economic benefits are likely to be realisable
and determines that economically viable extraction operation can be
established as a result of exploration activities and internal assessment of
mineral resources. According to 'IFRS 6 Exploration for and evaluation of
mineral resources', the potential indicators of impairment include:
management's plans to discontinue the exploration activities, lack of further
substantial exploration expenditure planned, expiry of exploration licences in
the period or in the nearest future, or existence of other data indicating the
expenditure capitalised is not recoverable. At the end of each reporting
period, management assesses whether such indicators exist for the exploration
and evaluation assets capitalised, which requires significant judgement. This
review takes into consideration long term commodity prices, anticipated
resource volumes and supply and demand outlook. As of 30 June 2024, total
exploration and evaluation costs capitalised amounted to $31,729,689 after
taking into account an impairment of $5,771,668. (2023: $15,509,515 after an
impairment of $597,698).
Tax receivable (see Note 14)
At 30 June 2024, the Group recognised an amount of $1,083,797 (2023:
$1,231,593) within other receivables which relates to VAT receivable in
Tanzania. The amount is subject to review and agreement by the Tanzanian
Revenue Authority in accordance with VAT legislation. The Company has engaged
the services of a local advisory company to assist with this process, have
already received approximately $47,000 in refunds and the Directors believe
that the amount will be recovered in full and therefore have not recognised
any impairment to the carrying value of this amount.
Share based payments (see Note 18)
The Group issues share options and warrants to its employees, directors,
investors and suppliers. These are valued in accordance with IFRS 2
"Share-based payments". In calculating the related fair value on the issue
of either share options or warrants, the Group will use a variety of estimates
and judgements in respect of inputs used including share price volatility,
risk free rate, and expected life. The Group uses the Black Scholes method of
valuation in determining fair value.
5. Segment information
Management has determined the operating segments based on reports reviewed by
the Board of Directors that are used to make strategic decisions. During the
period the Group had interests in two key geographical segments, being the
British Virgin Islands and Tanzania. Activities in British Virgin Islands is
limited to corporate management as well as desktop exploration costs whilst
activities in Tanzania relates to operations and exploration. The Group
structure and management reports received by the Directors are used to make
strategic decisions reflecting the split of operations.
2024 Tanzania BVI Total
Note
$ $ $
Other Income - 1,634 1,634
Administrative expenses (712,735) (1,560,157) (2,272,892)
Total impairments (1,302,706) (4,468,962) (5,771,668)
Impairment of (1,302,706) (4,468,962) (5,771,668)
intangibles 11
Share based payments - (615,823) (615,823)
Corporate Taxes (7,849) - (7,849)
Foreign exchange (29,567) 6,544 (23,023)
Loss from operations per reportable segment (2,052,857) (6,636,764) (8,689,621)
Additions to non-current assets 16,516,335 2,517,145 19,033,480
Intangible assets 21,808,661 9,921,028 31,729,689
Reportable segment assets 23,055,535 26,000,128 49,055,663
Reportable segment liabilities (1,131,970) (452,596) (1,584,566)
2023 Tanzania BVI Total
$ $ $
Other Income - 38,447 38,447
Administrative expenses (300,290) (1,233,886) (1,534,176)
Total impairments (116,486) (481,212) (597,698)
Impairment of loans - (380,409) (380,409)
Impairment of (116,486) - (116,486)
inventory 13
Impairment of (100,803) (100,803)
intangibles 11
Share based payments - (808,760) (808,760)
(6,376) - (6,376)
Foreign exchange (554,951) 129,384 (425,567)
Loss from operations per reportable segment (978,103) (2,356,027) (3,334,130)
Additions to non-current assets (2,031,262) 5,801,507 3,770,245
Intangible assets 9,635,535 5,873,980 15,509,515
Inventory 1,476,362 - 1,476,362
Reportable segment assets 12,543,376 17,518,585 30,061,961
Reportable segment liabilities- (2,351,578) (505,579) (2,857,157)
Segment assets and liabilities are allocated based on geographical location.
6. Expenses by nature breakdown
30 June 2024 30 June 2023
$ $
Depreciation 290,019 6,817
Wages and salaries (including Directors' fees) 1,221,139 1,313,202
Professional & consulting fees 873,644 634,227
Foreign exchange movements 23,023 425,567
Insurance 198,935 64,772
Office expenses 147,327 75,537
Travel and subsistence expenses 17,980 28,007
Other expenses 139,671 220,374
2,911,738 2,768,503
During the year the Group obtained the following services from their auditors:
30 June 2024 30 June 2023
$ $
Fees payable to the Group's auditors for the audit of the Company 116,237 91,180
Fees payable to the Subsidiaries auditors for the audit of the Subsidiaries 28,615 22,983
144,852 114,163
7. Directors and employees
30 June 30 June
2024 2023
$ $
Wages and salaries 234,529 296,622
Social security costs 98,773 75,615
Pension costs 7,482 7,269
Share based payments 615,823 808,760
Directors' remuneration (note 7.1) 710,693 632,202
1,667,300 1,820,468
Less capitalised amounts (446,161) (507,266)
1,221,139 1,313,202
Wages and salaries include amounts that are recharged between subsidiaries.
Some of these costs are then capitalised as exploration and evaluation assets
and others are administration expenses.
The share-based payments comprised the fair value of warrants and options
granted to directors and employees in respect of services provided.
Apart from the directors, the Group only had an average number of six
employees during the year (2023: Six).
30 June 30 June
2024 2023
$ $
Amounts attributable to the highest paid director:
Director's remuneration 283,519 229,622
283,519 229,622
Lorna Blaisse was appointed as the CEO on 9 February 2023. Russel Swarts was
employed on a full-time basis from 1 June 2021, but became a non-executive
director from 1 August 2023. The other directors provided professional
services as required on a part-time basis. The highest paid director in 2023
was David Minchin and in 2024 was Lorna Blaisse. Details of Directors'
remuneration are disclosed below.
Directors remuneration
Salaries and Fees Bonuses Total 30 June
2024
$ $ $
Ian Stalker 6,488 - 6,488
Robin Birchall 11,332 - 11,332
Russel Swarts 37,727 4,545 42,272
James Smith 82,041 11,363 93,404
Sarah Cope 60,407 12,625 73,032
Nigel Friend 30,202 4,545 34,747
Lorna Blaisse 220,392 63,127 283,519
Graham Jacobs 134,359 31,540 165,899
582,948 127,745 710,693
Salaries and Fees Bonuses Total 30 June
2023
$ $ $
Ian Stalker 72,226 - 72,226
Robin Birchall 33,997 - 33,997
Russel Swarts 113,400 - 113,400
James Smith 29,030 - 29,030
Sarah Cope 58,060 - 58,060
David Minchin 229,622 - 229,622
Nigel Friend 29,030 - 29,030
Lorna Blaisse 66,837 - 66,837
632,202 632,202
( )
Notes: Lorna Blaisse was appointed on 9 February 2023, Graham Jacobs was
appointed on 19 September 2023, Ian Stalker resigned on 31 July 2023, Robin
Birchall resigned on 4 August 2023, David Minchin resigned on 8 February 2023,
Russel Swarts resigned on 4 November 2024.
The Directors of the Group are considered to be Key Management Personnel.
There are no post-employment benefits, other long-term benefits or termination
benefits outstanding.
8. Finance income
30 June 30 June
2024 2023
$ $
Finance income 1,634 38,447
1,634 38,447
Interest was earned on surplus funds that were placed in interest bearing
accounts.
9. Taxation
30 June 30 June
2024 2023
$ $
Taxation expense
Current tax 7,849 6,376
Deferred tax - -
Total tax charge 7,849 6,376
Loss before tax (8,681,772) (3,327,754)
Tax credit at the applicable rate of 27% (2023: 22%) 2,344,078 698,828
Effects of:
Expenditure not deductible for tax (1,558,350) (125,517)
Losses carried forward not recognised as a deferred tax asset (777,879) (566,935)
Tax charge 7,849 6,376
Tanzanian taxes were incurred during the period amounting to $7,849 (2023:
$6,376).
The tax rate used is a weighted average of the standard rate of corporation
tax in the UK being 25% and Tanzania being 30%. No deferred tax asset has been
recognised in view of the uncertainty over the timing of future taxable
profits against which the losses may be offset.
The Company has unused tax losses of approximately $7,697,003 (2023:
$6,919,124) to carry forward and set against future profits. The related
deferred tax asset has not been recognised in respect of these losses as there
is no certainty regarding the level and timing of future profits.
10. Loss per share
The calculation for earnings per share (basic and diluted) is based on the
consolidated loss attributable to the equity shareholders of the Company is as
follows:
30 June 30 June
2024 2023
$ $
Loss attributable to equity shareholders 8,689,621 3,334,130
Weighted average number of Ordinary Shares 2,542,730,544 728,815,042
Loss per Ordinary Share ($/cents) (0.34) (0.46)
Basic and diluted loss per share have been calculated by dividing the loss
attributable to equity holders of the Company after taxation by the weighted
average number of shares in issue during the year. Diluted loss per share has
not been calculated as the options, warrants and loan notes have no dilutive
effect given the loss arising in the year.
11. Intangible assets
Intangible assets comprise exploration and evaluation costs capitalised as at
30 June 2024 and 2023, less impairment.
Note 30 June 30 June
2024 2023
$ $
Exploration & Evaluation Assets - Cost
Opening balance 15,509,515 11,758,362
Additions to exploration assets 20,931,459 2,967,041
Capitalised directors' fees and employee wages 7 446,161 507,265
Capitalised other expenses 564,376 416,433
Shares issued in lieu of services 49,846 -
Foreign exchange rate movements on intangible assets - (38,783)
Total additions 21,991,842 3,851,956
Impairment of intangibles (5,771,668) (100,803)
Closing balance 31,729,689 15,509,515
Exploration projects in Tanzania are at an early stage of development and no
resource estimates are available to enable value in use calculations to be
prepared.
In accordance with IFRS 6, the Directors undertook an assessment of the
following areas and circumstances that could indicate the existence of
impairment which included the following:
· The Group's right to explore in an area has expired or will
expire soon without renewal.
· No further exploration or evaluation is planned or budgeted for.
· A decision has been taken by the Board to discontinue exploration
and evaluation in an area due to the absence of a commercial level of
reserves; and
· Sufficient data exists to indicate that the book value will not
be fully recovered from future development and production.
Following this assessment, the Directors reached a decision to impair all
costs associated with the Eyasi and Balangida areas. This reflects the fact
that the Group's focus is currently on the southern Rukwa Helium Project area
which is the subject of the ML Application.
12. Property, plant and equipment
Field Equipment Office equipment Total
$ $ $
Cost
As at 1 July 2022 70,627 30,366 100,993
Additions - 4,668 4,668
Scrapped - (11,725) (11,725)
As at 30 June 2023 70,627 23,309 93,936
Additions (1) 3,243,276 6,825 3,250,101
Scrapped - (2,692) (2,692)
As at 30 June 2024 3,313,903 27,442 3,341,345
Accumulated depreciation
As at 1 July 2022 (70,627) (22,606) (93,233)
Charge for the year - (6,817) (6,817)
Scrapped 11,725 11,725
As at 30 June 2023 (70,627) (17,698) (88,325)
Foreign Exchange Movement 2,690 - 2,690
Charge for the year (284,705) (5,314) (290,019)
Disposals - 1,022 1,022
As at 30 June 2024 (352,642) (21,990) (374,632)
Carrying Amount
At 30 June 2023 - 5,611 5,611
At 30 June 2024 2,961,261 5,452 2,966,713
The Group's property, plant and equipment are free from any mortgage or
charge.
(1) Additions to field equipment include the acquisition of the Epiroc
Predator Rig ($2,056,675), rig additions and modifications ($609,986), a 25
ton crane ($120,000) and a JCB Loadall ($88,000)
13. Inventory
30 June 30 June
2024 2023
$
Inventory at cost - 628,025
Inventory in transit - 966,215
Less impairment - (116,486)
Exchange Gain - (1,392)
Net realisable value - 1,476,362
Inventory comprised drill rods and drilling chemicals used in the previous
drilling campaign.
14. Trade and other receivables
Non-current other receivables are as follows:
30 June 30 June
2024 2023
$ $
VAT receivable 1,083,797 1,231,593
In 2020, VAT receivable was reclassified as a non-current asset as the amounts
will only become receivable when reviewed and agreed by the Tanzanian Revenue
Authority in accordance with VAT legislation but this is not estimated to
occur in the next 12-month period. Non-current receivables were not discounted
as the impact of any discounting, is considered to be immaterial to the
Financial Statements.
Other receivables are as follows:
30 June 30 June
2024 2023
$ $
Prepayments 653,267 2,166,075
Other receivables 974,474 72,019
1,627,741 2,238,094
Prepayments include an amount of $462,733 for equipment and personnel
mobilisation (2023 $1,369,081 for drill casings) to be used in the upcoming
drilling campaign. Other receivables comprise VAT refunds to be submitted.
The 30 June 2023 balance included large prepayments ahead of the drilling
campaign.
15. Cash and cash equivalents
30 June 30 June
2024 2023
$ $
Cash and cash equivalents 11,647,723 9,600,786
16. Trade and other payables
30 June 30 June
2024 2023
$ $
Trade payables 1,320,132 2,428,250
Accruals 126,478 293,373
Other creditors 137,956 135,534
1,584,566 2,857,157
Trade payables decreased in the current year compared to the prior year which
reflected the commencement of a drilling campaign.
17. Share premium
Number of shares Ordinary shares $ Total
$
As at 30 June 2022 621,391,259 44 519 591 44 519 591
Share issue costs (1 458 273) (1 458) 273)
Issued and fully paid as at 30 June 2022 621,391,259 43 061 318 43 061 318
Issue of new shares for warrants exercised 965,027 31,669 31,669
Issue of new shares - 20 October 2022 (1) 880,282 28,031 28,031
Issue of new shares - 30 November 2022 (2) 84,745 3,638 3,638
Issue of new shares - 15 December 2022 (3) 197,922,716 12,018,934 12,018,934
Movement for 2023 198,887,743 12,050,603 12,050,603
As at 30 June 2023 820,729,002 56,570,194 56,570,194
Share Issue Costs - (2,101,958) (2,101,958)
820,729,002 54,468,236 54,468,236
Issue of new shares for warrants exercised 21,450,000 751,987 751,987
Issue of new shares - 17 July 2023 (5) 450,000 16,728 16,728
Issue of new shares - 02 August 2023 (6) 1,000,000 35,000 35,000
Issue of new shares - 03 August 2023 (7) 2,000,000 70,000 70,000
Issue of new shares - 04 August 2023 (8) 3,000,000 108,613 108,613
Issue of new shares - 09 to 29 September 2023 (10) 4,000,000 140,577 140,577
Issue of new shares - 05 to 24 October 2023 (13) 8,275,000 285,798 285,798
Issue of new shares - 15 November 2023 (14) 725,000 25,271 25,271
Issue of new shares - 15 to 22 November 2023 (15) 2,000,000 70,000 70,000
Issue of new shares to a service provider 644,095 49,846 49,846
Issue of new shares - 07 July 2023 (4) 587,457 43,422 43,422
Issue of new shares - 04 August 2023 (9) 56,638 6,424 6,424
Issue of new shares for funds raised
Issue of new shares - 15 September 2023 (11) 105,750,000 7,860,071 7,860,071
Issue of new shares - 18 September 2023 (12) 8,333,333 612,515 612,515
Issue of new shares - 29 December 2023 (16) 2,445,921,000 7,764,558 7,764,558
Issue of new shares - 15 February 2024 (17) 313,333,333 5,440,118 5,440,118
Issue of new shares - 14 June 2024 (18) 1,600,000,000 10,147,680 10,147,680
Movement for 2024 4,495,431,761 32,626,775 32,626,775
Issued and fully paid at 30 June 2024 5,315,710,763 89,196,969 89,196,969
Share issue costs (4,066,059) (4,066,059)
5,315,710,763 85,130,910 85,130,910
30 June 30 June
2024 2023
$ $
Movement in share issue costs
Opening balance 2,101,958 1,458,273
Current year costs 1,964,101 643,685
As at 30 June 4,066,059 2,101,958
All shares issued are issued at no par value. All new shares issued will rank
pari passu with the existing ordinary shares in issue.
(1) On 20 October 2022, the Company issued 880,282 new ordinary shares in
the Company for warrants exercised at a price of 2.84p for a value of
(£25,000) $28,031
(2) On 30 November 2022, the Company issued 84,745 new ordinary shares in
the Company for warrants exercised at a price of 3.55p for a value of
(£3,008) $3,638
(3) On 15 December 2022, the Company raised gross proceeds of £9,896,135
($12,018,934) through the issue of 197,922,716 new ordinary shares in the
Company at a price of 5p per share.
(4) On 07 July 2023 the Company issued 587,457 new ordinary shares in the
Company to a service provider at a price of 5.8p for a value of (£34,072)
$43,422.
(5) On 17 July 2023 the Company issued 450,000 new ordinary shares in the
Company for warrants exercised at a price of 2.84p for a value of (£12,780)
$16727.
(6) On 02 August 2023 the Company issued 1,000,000 new ordinary shares in
the Company for warrants exercised at a price of 3.50c for a value of $35,000.
(7) On 03 August 2023 the Company issued 2,000,000 new ordinary shares in
the Company for warrants exercised at a price of 3.50c for a value of $70,000.
(8) On 04 August 2023 the Company issued 3,000,000 new ordinary shares in
the Company for warrants exercised at a price of 2.84p for a value of
(£105,000) $108,613.
(9) On 04 August 2023 the Company issued 56,638 new ordinary shares in the
Company to a service provider at a price of 8.90p for a value of (£5,041)
$6,424.
(10) Between 09 & 29 September 2023 the Company issued 4,000,000 new
ordinary shares in the Company for warrants exercised at a price of 2.84p for
a value of (£113,600) $140,577
(11) On 15 September 2023 the Company raised gross proceeds of (£6,845,000)
$8,448,936 through the issue of 114,083,333 new ordinary shares in the Company
at a price of 6p per share.
(12) Between 05 & 24 October 2023 the Company issued 8,275,000 new
ordinary shares in the Company for warrants exercised at a price of 2.84p for
a value of (£235,010) $285,798
(13) On 15 November 2023 the Company issued 725,000 new ordinary shares in the
Company for warrants exercised at a price of 2.84p for a value of (£20,590)
$25,272.
(14) Between 15 & 22 November 2023 the Company issued 2,000,000 new
ordinary shares in the Company for warrants exercised at a price of 3.50c for
a value of $70,000
(15) On 29 December 2023 the Company raised gross proceeds of (£6,114,803)
$7,764,558 through the issue of 2,444,921,000 new ordinary shares in the
Company at a price of 0.25p per share.
(16) On 15 February 2024 the Company raised gross proceeds of (£4,700,000)
$5,440,118 through the issue of 313,333,333 new ordinary shares in the Company
at a price of 1.5p per share.
(17) On 14 June 2024 the Company raised gross proceeds of (£8,000,000)
$10,147,680 through the issue of 1,600,000,000 new ordinary shares in the
Company at a price of 0.5p per share.
18. Share-based payments
Under IFRS 2, an expense is recognised in the statement of comprehensive
income for equity settled share-based payments, at the fair value at the date
of grant. If this payment relates directly to the cost of raising funds
through the issue of shares, then it is debited against the share premium
reserve. The share-based payments were all valued using the Black-Scholes
Pricing Model.
The Group has a share option scheme that entitles key management personnel to
purchase shares at the market price of the shares at grant date. Currently,
these schemes are limited to key management personnel and certain key
contractors. The vesting conditions are as set out in the Report of the
Directors. The share-based payments debited to the Share Premium account all
related to share options issued to Directors and key management personnel.
No warrants were granted during the year that were determined as equity
instruments under IAS 32.
The application of IFRS 2 gave rise to the following share-base payments:
2024 2023
$ $
Share-based payments 615,823 808,760
Warrants exercised (384,578) (18,071)
Options expired (123,722) (146,480)
107,523 644,209
The following table sets out the movements of warrants and options during the
year:
2024 2024 2023 2023
Warrants and Options Weighted average exercise price $ Warrants and Weighted average exercise price $
Options
Outstanding at the beginning of the year 60,522,106 0.13 67,882,138 0.13
Granted during the year 35,780,000 0.08 8,000,000 0.08
Exercised during the year (21,450,000) 0.35 (965,027) 0.35
Expired during the year (1,430,283) 0.254 (12,395,005) 0.254
Lapsed during the year - 0.16 (2,000,000) 0.16
Cancelled during the year (3,050,000) .016 - -
Outstanding at the end of the year 70,371,823 .11 60,522,106 .11
The warrants and options outstanding at 30 June 2024 had an exercise price in
the range of $0.0188 to $0.295 (2023: range of $0.04 to $0.305) and a
weighted-average contractual life of 6.55 years (2022: 5.81 years). The
warrants exercised during the year were at an exercise price of $0.03 - $0.035
(2.84 pence) - see note 18 for further breakdown.
The share price at the time of exercise of the warrants and options was an
average of $0.048 (£0.038) (2023: $0.076, £0.061), ranging from
$0.0092-$0.0728 (£0.0073-£0.0575).
Measurement of fair values on Equity-settled share-based payment arrangements
The fair value of the employee share options has been calculated using the
Black-Scholes formula. Service and non-market performance conditions attached
to the arrangements were not considered in measuring fair value.
The inputs used in the measurement of the fair values at grant date of the
equity-settled share-based payments were as
follows:
Award Award Award Award Award Award
09 09 2020 29 09 2020 04 12 2020 (1) 04 12 2020 (2) 04 12 2020 (3) 04 12 2020 (4)
Fair value at grant date 0.025 0.028 0.013 0.03 0.025 0.024
Share price at grant date 0.038 0.038 0.037 -0.038 0.038 0.038 0.038
Exercise price 0.035 0.035 0.045-0.3 0.038 0.04,0.05 0.04 & 0.11
Expected volatility 76% 76% 76% 76% 76% 76%
Expected life years 3 4 4 5 1.5 1
Expected dividend yield - - - - - -
Risk-free interest rate 0.32% 0.32% 0.32% 0.32% 0.32% 0.32%
Award Award Award Award Award Award
08 12 2020 24 01 2020 15 04 2021 21 06 2021 16 02 2022 23 02 2023
Fair value at grant date 0.03 0 0.245 0.253 0.56 .54
Share price at grant date 0.038 0 0.161 0.257 0.1085 .54
Exercise price 0.11 & 0.038 0.038 0.188 & 0.112 0.296 & 0.134 0.1747 .0756
Expected volatility 76% 87.70% 76% 76% 55% 77%
Expected life years 5 3 2 10 9 9
Expected dividend yield - - - - - -
Risk-free interest rate 0.32% 0.32% 0.32% 0.32% 1.53% 3.57%
Award Award
12 09 2023 29 04 2024
Fair value at grant date 0.029 0.029
Share price at grant date 0.078 0.078
Exercise price 0.083 0.083
Expected volatility 38% 38%
Expected life years 5 85
Expected dividend yield - -
Risk-free interest rate 3.56% 3.56%
The risk-free rate of return is based on zero yield government bonds for a
term consistent with the option life. Expected volatility was determined by
reviewing benchmark value from comparator companies.
The Company has issued the following warrants and options, which are still in
force at the balance sheet date:
Grant date Number of warrants and options Expiry date Exercise price
$ per share
9 September 2020 5,000,000 9 September 2023 0.035
29 September 2020 5,166,667 30 September 2024 0.035
4 December 2020 1,275,156 15 September 2023 to 20 October 2024 0.043-0.286
21 June 2021 3,000,000 20 June 2031 0.1271
21 June 2021 15,150,000 20 June 2031 0.279
23 February 2023 5,000,000 23 February 2033 .0794
12 September 2023 33,780,000 12 September 2028 .0825
29 April 2024 2,000,000 29 April 2031 .0188
70,371,823
There are 70,371,823 (2023: 60,522,106) options/warrants exercisable at year
end. An amount of $615,312 (2023: $808,760) was charged against the share
option reserve.
19. Other reserves
Merger reserve 30 June 30 June
2024 2023
$ $
Opening balance - (349,710)
Reversal on deregistration - 349,710
As at 30 June - -
The merger reserve arose on the acquisition of CJT Ventures Limited. This
entity was deregistered during the course of the year and as such, this
reserve has been eliminated.
Foreign currency reserve 30 June 30 June 2023
2024 $
$
Opening balance (250,122) (911,337)
Movement - Current Year (2,322,583) 661,215
Movement - Prior Year (927,627) -
As at 30 June (3,500,332) (250,122)
Share option reserve 2024 2023
$ $
Opening balance 4,492,604 3,848,395
Share based payments 615,823 808,760
Warrants expired (384,576) (146,480)
Warrants exercised (123,721) (18,071)
As at 30 June 4,600,130 4,492,604
Total Other Reserves 1,099,798 4,242,482
20 Financial Instruments
Capital risk management
The Group's objective when managing capital is to safeguard the entity's
ability to continue as a going concern and develop its mineral exploration and
development and other activities to provide returns for shareholders and
benefits for other stakeholders.
The Group's capital structure comprises all the components of equity (all
share capital, share premium, retained earnings when earned and other
reserves). When considering the future capital requirements of the Group and
the potential to fund specific project development via debt, the Directors
consider the risk characteristics of the underlying assets in assessing the
optimal capital structure.
The Group's activities expose it to a variety of financial risks: market risk
(including foreign currency risk and price risk), credit risk and liquidity
risk. The Group's overall risk management programme focuses on the
unpredictability of financial markets and seeks to minimise potential adverse
effects on the Group's financial performance.
Fair value of financial instruments
The fair values of the Company's financial instruments on 30 June 2024 and 30
June 2023 did not differ materially from their carrying values.
The Group measures fair values using the following fair value hierarchy that
reflects the significance of the inputs used in making the measurements:
· Level 1 fair value measurements are those derived from inputs other
than quoted prices that are observable for the asset or liability, either
directly (i.e. as prices) or indirectly (i.e. derived from prices).
· Level 2 fair value measurements are those derived from valuation
techniques that include inputs for the asset or liability that are not based
on observable market data (unobservable inputs).
· Level 3 assets are assets whose fair value cannot be determined by
using observable inputs or measures, such as market prices or models. Level 3
assets are typically very illiquid, and fair values can only be calculated
using estimates or risk-adjusted value ranges.
Market risk
Market risk arises from the Group's use of interest bearing and foreign
currency financial instruments. It is the risk that future cash flows of a
financial instrument will fluctuate because of changes in interest rates
(interest rate risk), and foreign exchange rates (currency risk). No such
instruments are held by the Group and therefore no risk has been identified.
Price risk
Price risk arises from the exposure to equity securities arising from
investments held by the Group. No such investments are held by the Group and
therefore no risk has been identified.
Foreign exchange risk
The Group operates internationally and is exposed to foreign exchange risk
arising from various currency exposures, primarily with respect to the Pound
sterling, US Dollar and Tanzanian Shilling. Foreign exchange risk arises from
recognised monetary assets and liabilities, where they may be denominated in a
currency that is not the Group's functional currency. While the Tanzanian
Shilling has depreciated since 1 July 2022 (from 1 TZS = 0.000430 USD to 1 TZS
= 0.000397 USD) the Tanzanian Shilling risk is mitigated by the fact that
Helium One would only have one month's cash requirement on hand at any one
time and this is usually held in US Dollars. Another significant risk in
Tanzania is a US Dollar risk as the loans to Tanzanian subsidiaries are
denominated in US Dollars. The Directors consider that, for the time being, no
hedging or other arrangements are necessary to mitigate this risk.
On the assumption that all other variables were held constant, and in respect
of the Group and the Company's expenses the potential impact of a 20%
increase/decrease in the USD: Tanzanian Shilling foreign exchange rate on the
Group's loss for the year and on equity is as follows:
30 June 2024 30 June 2023
Increase/(decrease) in USD/ TzSh
20% 1,012,511 195,621
-20% (1,012,511) (195,621)
Credit risk
Credit risk is the risk that the Group will suffer a financial loss as a
result of another party failing to discharge an obligation and arises from
cash and other liquid investments deposited with banks and financial
institutions. The Group considers the credit ratings of banks in which it
holds funds to reduce exposure to credit risk. The Group will only keep its
holdings of cash and cash equivalents with institutions which have a minimum
credit rating of 'BBB'.
Whilst the cash holdings are deposited with institutions in terms of the
policy, the Group considers that it is not exposed to any significant
increases in credit risk and no Expected Credit Loss has been recognised.
The Group considers that it is not exposed to major concentrations of credit
risk.
The Group holds cash as a liquid resource to fund its obligations. The Group's
cash balances are held primarily in US Dollars. The Group's strategy for
managing cash is to assess opportunity for interest income whilst ensuring
cash is available to match the profile of the Group's expenditure. This is
achieved by regular monitoring of interest rates and monthly review of
expenditure forecasts. Short term interest rates on deposits have for the
fiscal year been very unattractive.
The Group has a policy of not hedging and therefore takes market rates in
respect of foreign exchange risk; however, it does review its currency
exposures on an ad hoc basis. Currency exposures relating to monetary assets
held by foreign operations are included within the foreign exchange reserve in
the Group Balance Sheet.
The currency profile of the Group's cash and cash equivalent is as follows:
30 June 30 June 2023
2024
Cash and cash equivalents $ $
US Dollar 620,674 8,743,568
GBP 11,009,477 852,248
Tanzanian Shillings 17,482 4,970
On the assumption that all other variables were held constant, and in respect
of the Group's cash position, the potential impact of a 20% increase in the
GBP: USD foreign exchange rate would not have a material impact on the Group's
cash position and as such is not disclosed.
Liquidity risk
Liquidity risk arises from the possibility that the Group and its subsidiaries
might encounter difficulty in settling its debts or otherwise meeting its
obligations related to financial liabilities. In addition to equity funding,
additional borrowings have been secured in the past to finance operations. The
Company manages this risk by monitoring its financial resources and carefully
plans its expenditure programmes. Financial liabilities of the Group comprise
trade payables which mature in less than six months.
Interest rate risk
The Group has no material exposure to interest rate risk.
21 Categories of financial instruments
In terms of financial instruments, these solely comprise of those measured at
amortised costs and are as follows:
30 June 2024 30 June 2023
$ $
Liabilities at amortised cost 1,584,566 2,857,156
Cash and cash equivalents at amortised cost 11,647,723 9,600,786
Financial assets at amortised cost 2,058,271 1,303,612
13,705,994 10,904,398
22 List of subsidiaries
At 30 June 2024, the Group consists of the following subsidiaries:
Share capital held by Ultimate Parent Share capital
Country of incorporation Principal place of business held by
Name of subsidiary Group Principal activities
Black Swan Resources Limited BVI BVI 100% 100% Holding
Helium One (Stahamili) Limited Tanzania Tanzania Nil 100% Helium Exploration
Helium One (Njozi) Limited Tanzania Tanzania Nil 100% Helium Exploration
Helium One (Gogota) Limited Tanzania Tanzania Nil 100% Helium Exploration
Helium One Holdings Limited Mauritius Mauritius 100% 100% Holding
Helium One Treasury Limited BVI BVI 100% 100% Holding
Helium One (UK) Limited UK UK Nil 100% Administration Services
Northcote Energy Limited Cayman Cayman Nil 100% Holding
Northcote Energy USA Inc USA USA Nil 100% Dormant
East Africa Holdings Limited UK UK 100% 100% Dormant
Tunduizi Tanzania Limited Tanzania Tanzania Nil 100% Helium Exploration
Black Swan Resources Limited holds 99% of Helium One (Stahamili) Limited,
Helium One (Gogota) Limited and Helium One (Njozi) Limited. The remaining 1%
is held by Helium One Global Limited. This is due to Tanzanian law stating
that a company must have a minimum of two shareholders.
East Africa Holdings Limited holds 99% of Tunduizi Tanzania Limited. The
remaining 1% is held by Helium One Global Limited. This is due to Tanzanian
law stating that a company must have a minimum of two shareholders
23 Commitments
The Group currently has an interest in 16 licences in Tanzania. These are
initially granted for a period of four years with the option to extend on
first renewal for further three years and second renewal of a further two
years. During the year, the Group had an impairment charge of $5,771,668
relating to the Balangida and Eyasi areas.
These licences include commitments to pay licence fees and minimum spending
requirements. There is no legal obligation to pay these licence fees, but it
is a condition of retaining the licences. As at 30 June 2024 these are as
follows:
30 June 2024 30 June 2024 30 June 2024
Licence fees $ Minimum spend $ Total $
Not later than one year 141,196 70,598 211,794
Later than one year but less than 5 years 70,856 35,428 106,264
More than 5 years - - -
Total 212,052 106,026 318,058
30 June 2023 30 June 2023 30 June 2023
Licence fees $ Minimum spend $ Total $
Not later than one year 592,438 296,219 888,657
Later than one year but less than 5 years 212,052 106,026 318,078
More than 5 years - - -
804,490 402,245 1,206,735
24 Operating leases
The Group had no operating leases in either year.
25 Related parties
A. Parent and ultimate controlling party
There is no ultimate controlling party.
B. Transactions with key management personnel and transactions
Key management personnel compensation and transactions are disclosed in note
7.
C. Other related party transactions
Other related party transactions were in respect of transactions with other
group companies and have been eliminated on consolidation.
Other transactions
Promaco Limited, a limited company of which Ian Stalker is a director, was
paid a fee of $6,488 (2023: $72,226) for director services to the Company.
All related party transactions took place at arm's length.
26 Reconciliation of movement in debt position
At 30 June 2023 Cash flows Foreign exchange movements Interest charged At 30 June 2024
$ $ $ $ $
Cash and Cash equivalents
Cash 9,600,786 4,392,543 (2,345,606) - 11,647,723
TOTAL 9,600,786 4,392,543 (2,345,606) - 11,647,723
At 30 June 2022 Cash flows Foreign exchange movements Interest charged At 30 June 2023
$ $ $ $ $
Cash and Cash equivalents
Cash 4,906,153 4,830,512 (135,879) - 9,600,786
TOTAL 4,906,153 4,830,512 (135,879) - 9,600,786
27 Post balance sheet events
On 27 August 2024, the Company announced that it had entered into conditional
binding heads of agreement to acquire a 50% interest in ASX listed Blue Star's
Galactica-Pegasus project in Colorado, USA.
At the same time, the Company raised gross proceeds of £6,43 million
(approximately US$8,2 million) through the issue of 590,000,000 new ordinary
shares at a price of 1.09 pence per Ordinary Share (the "Issue Price") to fund
the acquisition of a 50% interest in Blue Star's Galactica-Pegasus project.
On 31 October 2024 the Company entered into definitive agreements in relation
to the acquisition of a 50% interest in ASX listed Blue Star's
Galactica-Pegasus project in Colorado, USA.
On 4 November, The Company announced the resignation of Russel Swarts as a
Non-Executive Director.
On 15 November, Colorado Energy and Carbon Management Commission ("ECMC") has
approved permits to drill five additional helium development wells (Jackson-27
SWSE, Jackson-31 SENW, Jackson-29 SWNW, Jackson-2 L4 and Jackson-4 L4) at the
Galactica/Pegasus project. The five additional wells, together with the
successful State 16 well, which is suspended ahead of tie-in to production,
are expected to form part of the initial gas gathering into the Galactica
helium production facility.
28 Foreign Currency Reserve Adjustment
During the year ended 30 June 2022, the Group changed the functional currency
of Helium One UK Limited from Pound Sterling to US Dollars in order to align
this entity with the Group. As a consequence, the inter-company loan accounts
were revalued and aligned. This decision was made after the Group audit had
been completed. In order to reflect this in the consolidated Financial
Statements, an amount of $721,237 has been recorded in the current year within
retained earnings and the foreign currency reserve in order to correct the
brought forward position. The prior year Financial Statements have not been
retrospectively restated on the basis that this is not considered material.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END FR ZZMMMNLVGDZMRecent news on Helium One Global
See all newsREG - Helium One Global Ld - Jackson-27 Flow Test Results & Gas Analysis Update
AnnouncementREG - Helium One Global Ld - Jackson-2 Spud at Galactica Project
AnnouncementREG - Helium One Global Ld - Jackson-27 Well Drilled to TD & Free Gas Confirmed
AnnouncementREG - Helium One Global Ld - Helium and CO2 Plant Construction Permit Approved
AnnouncementREG - Helium One Global Ld - Jackson-29 Flow Test Results & Gas Analysis Update
Announcement