REG - Helium One Global Ld - Audited Results for the Year Ended 30 June 2025
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RNS Number : 3142H Helium One Global Ltd 13 November 2025
13 November 2025
Helium One Global Ltd
("Helium One" or "the Company")
Audited Results for the Year Ended 30 June 2025
Helium One Global (AIM: HE1), the primary helium explorer in Tanzania with a
50% working interest in the Galactica-Pegasus helium development project
in Colorado, USA, is pleased to announce the Company's audited results for
the year ended 30 June 2025.
Summary
· Successfully carried out Extended Well Test ("EWT") operations at
ITW-1 in Tanzania, confirming a helium discovery
· ITW-1 flowed at 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
· Company has now been formally awarded a 480km(2) Mining Licence
("ML") in southern Rukwa and the joint venture Company, Songwe Helium Ltd has
now been incorporated and directors appointed
· Independent Competent Persons Report ("CPR") issued by Sproule ERCE, on
the contingent and prospective resources at southern Rukwa Project
· Company's portfolio was diversified through the acquisition of a 50%
interest in Blue Star Helium's Galactica-Pegasus helium-CO(2) project in
Colorado, USA
· Successfully completed six well development drilling programme on
the Galactica-Pegasus project
· Comprehensive loss for the year attributable to the equity
holders of the Company of US$5,499,684 (2024: US$8,689,621)
· Net assets as at 30 June 2025 were US$53,202,847 (2024:
US$47,471,097)
· At 30 June 2025, the Group's cash position was US$3,152,755
(2024: US$11,647,723)
Post Balance Sheet events
· Raised net proceeds of approximately £8.1 million through
Investment Agreement and WRAP Retail Offer
· Appointment of Nishant Dighe as Non- Executive Director
· Sarah Cope appointed as an Executive Director as Head of
Governance and Compliance
Outlook
· Further testing planned in Southern Rukwa to advance the
development
· First helium and CO(2) production at Galactica on schedule for
December 2025
· Company owned Epiroc 220 rig gearing up for ESP operations
commencing this quarter
James Smith, Chairman of Helium One, commented:
"This has been a significant and successful year for the Company which has
seen us further prove up our southern Rukwa project as well as diversify our
portfolio into the US.
As a Company we now have a portfolio of two highly exciting near term
development projects which are expected to progress in the year ahead with
extensive work programmes, which we anticipate will provide considerable
newsflow, value to shareholders and revenues to the Company.
I would like to take this opportunity to thank all our stakeholders for their
continued support during the last year as well as the team at Helium One and
look forward to providing further updates in the year ahead in what promises
to be another important year for the Company."
Lorna Blaisse, CEO, commented:
"I am delighted with the considerable progress that we have achieved this
year.
We have proved up the potential that we have always believed is inherent in
our southern Rukwa Project through the EWT, and our belief in this project has
been further endorsed by the Sproule ERCE CPR. We were also delighted to
have been formally awarded the ML by the Mining Commission over an acreage
that is considerably larger than a standard ML and this will enable us to
fully prove up the potential of this project.
The year has also seen us diversify our portfolio in the US as well as
successfully completing the six well development drilling programme with our
partner Blue Star, and with the results delivering consistently good flow
rates and helium concentrations.
This is a very exciting time for Helium One. We have significant work
programmes planned across both our projects which we expect to advance
considerably in the year ahead and deliver first revenues to the Company.
I would like to thank the team at Helium One as well the Ministry of Minerals
and Mining Commission in Tanzania, the communities where we operate and our
shareholders for their continued support and look forward to providing further
updates in the year ahead."
For further information please visit the Company's website: www.helium-one.com
(http://www.helium-one.com)
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
Phoebe Bunce
Zeus Capital Limited (Joint Broker) +44 20 3829 5000
Simon Johnson
Louisa Waddell
Tavistock (Financial PR) +44 20 7920 3150
Nick Elwes
Saskia Sizen
Notes to Editors
Helium One Global, the primary helium explorer in Tanzania with a 50% working
interest in the Galactica-Pegasus helium development project in Colorado,
USA. The Company holds helium licenses within two distinct helium project
areas, across two continents. With an expanding global footprint, the Company
has the potential to become a strategic player in resolving a
supply-constrained helium market.
The Company's flagship southern Rukwa Project is located within the
southern Rukwa Rift Basin in south-west Tanzania. This project entering a
full appraisal and development 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 ("EWT"), successfully flowed 5.5%
helium continually to surface in Q3 2024.
Following the success of the EWT, the Company filed a Mining Licence ("ML")
application with the Tanzania Mining Commission in September 2024 and the
480km(2) ML was formally awarded to the Company in July 2025.
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) and has successfully completed a
six well development drilling campaign in H1 2025. The completion of the
development programme is a key component of the broader Galactica-Pegasus
development strategy; aimed at progressing the helium and CO(2) discoveries
to near-term commercial production.
This programme has seen a systematic approach to developing the extensive
Lyons Formation reservoir. The programme has delivered encouraging results, in
line with expectations, consistently encountering good helium (up to 3.3% He)
and CO(2) concentrations in the target formation and demonstrating promising
flow potential. The next steps will see the Galactica wells tied into initial
production in Q4 2025.
Helium One is listed on the AIM market of the London Stock Exchange with the
ticker of HE1.
CHAIRMAN'S STATEMENT
I am pleased to present the Company's Annual Report and Financial Statements
for the year ended 30 June 2025.
It is with great satisfaction and pride that I report on another very
successful period for Helium One which culminated in the award of the Mining
Licence for the southern Rukwa Helium Project in Tanzania.
The successful Extended Well Test ("EWT") operations at ITW-1, which were
completed in July 2024 and confirmed a helium discovery, allowed the team to
collate this data with the well results from previous work programmes to
submit an application for the Mining Licence in September 2024.
We received an offer letter from the Mining Commission ("MC") in Tanzania for
the grant of a Mining Licence ("ML") for the southern Rukwa Helium Project in
early March 2025. The offer of the ML followed approval by the Ministry of
Minerals ("MoM") who gave the MC permission to grant a larger than standard ML
that will enable the project to be developed to its full potential. We
formally accepted this offer of the ML and the award was finally granted in
July 2025, post period end. The Company is still awaiting a date for the
execution of the regulatory agreements and the formal signing ceremony.
As I have said before, I am immensely proud of what we have achieved in
Tanzania with our small and dedicated team of professionals and limited
financial resources. It is a testament to the hard work and resilience of
Lorna and the rest of the team, both in the UK and in Tanzania, that we have
achieved so much and progressed this project to its current status, so I would
like once again, on behalf of myself and the Board, to express my heartfelt
thanks to her and the team for everything that they have done.
We very much look forward to progressing the project in Tanzania through to
production, whilst also looking to progress further opportunities we have,
both in-country and elsewhere.
The Company's strategy was always to actively look at opportunities to enhance
and diversify our portfolio of helium projects and in November 2024 we
completed the acquisition of a 50% interest in the Galactica-Pegasus helium
project in Colorado from Blue Star Helium. Operations in Colorado since the
acquisition have been very successful with the completion of a six well
development drilling programme in June 2025. The project is now advancing
towards first gas which is expected to commence late 2025.
The Board will continue to evaluate other interesting projects and
opportunities.
There have been some changes to the Board during the period and 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.
Post the year end we were also delighted to welcome Nishant Dighe who joined
the Board as Non-Executive Director on 30 July 2025. Nishant has an extensive
background in engineering and business, holding a Masters in both Chemical
Engineering and Petroleum Engineering from Imperial College London, as well as
an MBA from Warwick Business School. He has over thirty years of experience
across a broad range of organisations, including roles at ExxonMobil,
strategic consultancy with Marakon Associates, and as COO and interim CEO of
Oslo-listed Panoro Energy. Most recently he served as CEO of RAK Gas, the
National Oil and Gas Company of Ras Al Khaimah, UAE, and as Chief Executive of
the RAK Petroleum Authority.
I am sure Nishant's experience will be invaluable to the Company as we move
both projects through the development phases and ultimately into production.
I would like to thank all of our partners and stakeholders, and in particular
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
12 November 2025
CHIEF EXECUTIVE OFFICER'S STATEMENT
I am pleased to report on the Group's annual results for the twelve months to
30 June 2025. The period was another incredibly busy and rewarding period for
the Company and it is with a great sense of achievement that I report that we
received the formal award of a Mining Licence ("ML") in Tanzania over the
southern Rukwa Helium Project. This is the first ever helium licence awarded
in Tanzania, and we very much look forward to further appraising and
developing this unique project towards production.
Additionally, we diversified our portfolio in November 2024 with the
acquisition of a 50% interest in Blue Star's Galactica- Pegasus helium and
CO(2) 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.
SOUTHERN RUKWA HELIUM PROJECT
Operations during the period included our extended well test ("EWT") at
Itumbula West 1 ("ITW-1") which commenced in July 2024. 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 (at natural flow) a sustained average
of 5.5% helium (air-corrected) from the fractured Basement and a sustained
average of 5% helium (air-corrected) to surface from the faulted Karoo Group.
During the EWT, up to 7.6% helium (air-corrected) was measured.
Economic and subsurface modelling by the Company demonstrated positive
economics, and a development plan which anticipates twenty to thirty
development wells in the production phase. The data collated and evaluated by
the Company's subsurface team, was integrated into a comprehensive feasibility
study, which was submitted with the ML application and demonstrated to the
Mining Commission of Tanzania the viability of the southern Rukwa Helium
Project.
The Company has now been formally awarded a 480km2ML in southern Rukwa. In
addition to this, the incorporation of the joint venture Company, Songwe
Helium Ltd has now been completed and directors appointed. The Regulatory
Framework Agreements are still being finalised at the time of writing, but as
previously announced the Government free carried interest has been agreed at
17%.
Now that the ML has been officially awarded, the Company plans to commence
further testing in Q4 2025 to advance the development. This will be undertaken
by re-entering the ITW-1 well and utilising a downhole Electric Submersible
Pump ("ESP") which will be used to create artificial lift and flow helium at
multiple-rates from the Basement and Karoo intervals. This operation is
expected to provide a greater understanding of the helium concentrations at
higher flow rates. This information will then be used to optimise the
development programme.
The Company is still awaiting a date for the execution of the regulatory
agreements and the formal signing ceremony.
GALACTICA-PEGASUS HELIUM-CO2 PROJECT
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 CO(2) processing equipment.
The initial programme of six development wells, which commenced in January
2025, was successfully completed in June 2025 and has significantly advanced
the project. The results across all six wells in the programme confirmed the
production potential and near-term monetisation opportunity. The completion of
these six development wells is a keycomponent of the broader Galactica-
Pegasus development strategy; aimed at progressing the helium and CO(2)
discoveries to near-term commercial production.
This programme has seen a systematic approach to developing the extensive
Lyons Formation reservoir. The programme has delivered encouraging results, in
line with expectations, consistently encountering good helium and CO(2)
concentrations in the target formation and demonstrating promising flow
potential.
The focus is now on advancing the Galactica development into initial
commercial production from the Pinon Canyon Plant, which is expected to
commence late 2025 . This plant will be designed and operated by Cimarron
Midstream (previously IACX Energy LLC) and will be installed close to the
Jackson-31 well.
The joint operation is actively developing its marketing and offtake strategy
with a view to establishing operating partners across the entire helium supply
chain. These include but are not limited to, securing distribution partners
for transportation of both bulk liquid helium and gaseous helium, pursuing
direct sales to end-users, targeting buyers who prioritise continuity and
security of supply and aiming for long-term agreements designed to navigate
helium supply and price cycles effectively.
This phased approach allows for efficient capital deployment and leverages
early operational learnings from the Pinon Canyon Plant.
Based on the future performance of the Pinon Canyon Plant and ongoing
appraisal drilling success, the joint operation will also assess the potential
for establishing a second processing facility at a new location to further
develop the extensive resources within the Galactica-Pegasus Project area.
HSE
I am pleased to report that our Health and Safety record continued to be
exceptional with no lost time incidents recorded during operations. During the
deepening of ITW-1 and the EWT, Helium One's internal HSE management system
recorded a total of five incidents over approximately 40,000 man hours of work
(excluding 40,000 hours of time on site on rest periods). These comprised of
medical treatment, first aid cases and equipment failures with zero trauma
related incidents.
INDEPENDENT COMPETENT PERSONS REPORT
In June 2025 the Company announced that the evaluation of helium resources at
the southern Rukwa Helium Project and the subsequent completion of the
Competent Persons Report ("CPR") had been carried out and issued by leading
international reserves auditors Sproule ERCE.
The evaluation of these helium resources in the southern Rukwa Helium Project
was restricted to those that are solely within the recently awarded 480km2ML
area. These resources are also broadly in line with those of the internal
Company estimates which were used in the Feasibility Study and which formed
the basis of the ML application for the southern Rukwa Helium Project in
September 2024.
Contingent Resources
Sproule ERCE has assessed Contingent Resources1by developing production
profiles and a well schedule for the early production system ("EPS") and the
later central processing facility ("CPF") development. Sproule ERCE has
assigned Contingent Resources1, sub-class Development on Hold, to the EPS
project for the first period of the mining licence (ten years). Further
production beyond this period is assigned to the sub-class Development
Unclarified, as a licence extension will be required to continue, on the same
terms.
Sproule ERCE has generated production curves for a typical well by first
determining water production forecasts. The water production metric is used
for these production curves due the relationship between the "gas in solution"
play that is seen in the Southern Rukwa basin, with the produced water is a
mixture of meteoric and shallower formation fluid. The helium in this area is
not dissolved within the water and remains in the free gas state. Therefore,
in order to determine helium, and other gas flow rates, the water flow rate
potential must be first considered. The helium gas remains in its free gas
state due to the associated reservoir pressure, temperature and chemical
inertness.
The average liquid rates from these are then probabilistically multiplied by
the GWR and He% ranges to determine P90-P50-P10 ranges for a type well.
Sproule ERCE then uses this type well to generate a multi-well development
production profile. The resultant profile is then used to design the
associated production facility. The multi-well development production
profile accounts for regional variances across the mining licence area such as
water production rates, he% ranges and GWR. Furthermore, this production
profile can used to calculate helium production rates along with any other
associated gases.
Gross Helium Contingent Working Interest Net Helium Contingent Resources (Mscf)
Resources (Mscf)
Contingent Resource Category 1C 2C 3C % 1C 2C 3C
Development on Hold - EPS - Initial 10 year licence period (May 2035) 83
2,674 22,414 98,922 2,219 18,604 82,105
Development Unclarified - CPF - Initial 10 year licence period (May 2035)
6,816 56,254 248,232 83 5,657 46,691 206,033
Development Unclarified - EPS - Second 10 year licence period (May 2045) 83
2,528 24,339 110,950 2,098 20,201 92,088
Development Unclarified - CPF - Second 10 year licence period (May 2045) 83
7,753 73,544 332,849 6,435 61,042 276,264
Development Unclarified - EPS + CPF - After second licence period to January 10,910 119,246 554,638 83 9,055 98,975 460,350
2058
Notes
1. Company working interest is 83 percent with the government share of
17 percent.
2. Company net entitlement Contingent Resources require a full
economic evaluation which has not been done as part of this CPR and hence are
not presented.
3. There is precedent that mining licences are extended, and on the
same terms unless there is a change in government legislation. However, other
mining licences have been awarded for mineral extraction rather than via
aquifer production, and thus this project is unique. Given the precedence, it
is expected that the licence would be renewed unless there is a change in
legislation.
4. Quantifying the chance of development (COD) requires consideration
of both economic contingencies and other contingencies, such as legal,
regulatory, market access, political, social license, internal and external
approvals and commitment to project finance and development timing. As many of
these factors are out- with the knowledge of Sproule ERCE they must be used
with caution.
5. Totals are added arithmetically which means statistically there is
a greater than 90% chance of exceeding the Total 1C and less than a 10% chance
of exceeding the Total 3C.
Prospective Resources
In addition to the Contingent Resources1, Sproule ERCE have also calculated
Prospective Resources2of helium within the awarded ML area not covered by and
included in the Itumbula discovery. These estimated volumes are potentially
recoverable from a future development.
Sproule ERCE has assigned Prospective Resources2to the mapped basement fault
areas that are not currently targeted by the EPS or the CPF development.
Prospective Resources2are estimated in a similar method to Contingent
Resources1, using Sproule ERCE's type well by determining water production
forecasts and assigning further drilling in the prospective areas. Well
spacing has been derived using Helium One's reservoir simulator as an average
spacing, avoiding well interference in the model.
Gross Helium Prospective Resources and COS as of 31 May 2025
Gross Helium Prospective Resources (Mscf) (Unrisked) Working Interest Net Helium Prospective Resources (Mscf) (Unrisked)
Contingent Resource Category 1U 2U 3U COS (%) 1U 2U 3U
Prospective resources 72,977 709,239 3,227,556 50% 83 60,571 588,668 2,678,872
Notes
1. COS is the chance of geological success.
2. Company working interest is based on a working interest of 83
percent assuming government share of 17 percent.
3. These resources are not risked for chance of development and there
is no certainty that if they are discovered they will be developed.
Sproule ERCE has evaluated the geological chance of success ("COS") of the
Prospective Resources2and assigns a COS of 50%. The relevant risking
parameters for Helium resources are source (generation and migration) and
reservoir (presence and efficacy), with reservoir efficacy being the greatest
risk.
LICENCE EVALUATION
The Company was successfully awarded a 480km2 Mining Licence ("ML") in July
2025, the largest ML that the country has awarded. This ML encompasses some
parts of the Company's Prospecting Licences ("PL's") that were due to expire
and, following the helium discovery at ITW-1 and the subsequent detailed
feasibility study that integrated the results of the successful well test in
August 2024, the Company submitted a ML application to the Government of
Tanzania in September 2024. The award of this ML enables the Company to
evaluate and develop the southern Rukwa Helium Project through to production,
following further planned testing commencing in Q4 2025.
All of the Company's other PL's in Tanzania have now either
expired or have been fully relinquished.
The Company continues to review all geological regions of Tanzania for helium
potential and remains opportunistic for future PL applications.
FUNDRAISING
In August 2024 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.
The Company announced in July 2025, post period end, that it had entered into
an investment agreement with three institutional investors who agreed to
invest a total of £10 million (approximately US$13 million) to fund the next
phase of operations in Tanzania and the US. The Company also made available to
existing shareholders the ability to participate in a retail offer of
£1,000,000 which was over-subscribed.
Subsequently, on 13 October 2025, the Company announced the termination of the
investment agreement and the remaining unconverted amount of £2,125,000 was
repaid to the Investors together with a 12% termination fee.
FINANCIAL RESULTS FOR THE YEAR ENDED 30 JUNE 2025
The Group recorded a comprehensive loss attributable to the equity holders of
the Company of US$5,499,684, a decrease compared with US$8,689,621 for the
year to 30 June 2024, mainly as a result of a smaller impairment charge for
the year to June 2025 as compared to the year to June 2024
The Group's net assets as at 30 June 2025 were US$53,202,847 compared to
US$47,471,097 at 30 June 2024. The increase is due to the drilling activities
that occurred during the year and the acquisition of the Galactica/Pegasus
project. At 30 June 2025, the Group's cash position was US$3,152,755 (30 June
2025: US$11,647,723).
OUTLOOK
This is a very exciting time for Helium One as the Company moves away from
being an explorer towards becoming an established helium producer; as we look
to advance both of our projects towards production.
The funds raised will enable us to advance development of the Itumbula West
discovery in southern Rukwa. With the ML now formally awarded; we're looking
forward to further testing using a downhole ESP. This important step will
enable the Company to better understand the concentrations of helium in this
unique helium play and further establish multi-rate flow tests, bringing us
closer to finalising the development plan and the design of the processing
plant. We look forward to the formal signing ceremony for the Mining Licence
with the Government of Tanzania which is expected to take place in due course.
Additional funds will also be allocated to our USA helium-CO(2) project,
operated by Blue Star Helium, which will enable us to progress to first gas
and cash flow in Q4 this year.
Helium remains an irreplaceable resource, essential in a very
technology-driven market, which remains sensitive to demand, supply, and
geopolitics. The Board believes that Helium One has a portfolio that has the
potential to help meet the increasing demand for helium.
I would like to take this opportunity to thank all of our partners,
stakeholders and our staff who have again worked so hard this year as well as
the local communities and the Government stakeholders 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
12 November 2025
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2025
Year ended Year ended
30 June 30 June
2025 2024
Note $ $
Continuing Operations
Revenue - -
Administrative expenses 6 (4,084,505) (2,911,738)
Impairments 5 (1,486,806) (5,771,668)
Operating loss (5,571,311) (8,683,406)
Finance income 8 71,627 1,634
Loss for the year before taxation (5,499,684) (8,681,772)
Taxation 9 - (7,849)
Loss for the year from continuing operations
(attributable to the equity holders of the parent) (5,499,684) (8,689,621)
Items that may be reclassified subsequently to profit and loss:
Exchange difference on translation of foreign operations 642,278 (2,322,583)
Total comprehensive loss for the year (attributable to the equity holders of
the parent)
(4,857,406) (11,012,204)
Earnings per share:
Basic and diluted earnings per share (cents) 10 (0.10) (0.34)
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2025
30 June 30 June
2025 2024
Note $ $
ASSETS
Non-current assets
Intangible assets 11 45,700,457 31,729,689
Property, Plant & Equipment 12 2,585,942 2,966,713
Other receivables 13 1,334,413 1,083,797
Total non-current assets 49,620,812 35,780,199
Current assets
Trade and other receivables 13 1,119,942 1,627,741
Cash and cash equivalents 14 3,152,755 11,647,723
Total current assets 4,272,697 13,275,464
Total assets 53,893,509 49,055,663
LIABILITIES
Current liabilities
Trade and other payables
15 (690,662) (1,584,566)
Total liabilities (690,662) (1,584,566)
Net assets 53,202,847 47,471,097
EQUITY
Share premium 16 93,326,452 85,130,910
Other reserves 18 3,969,147 1,099,798
Retained earnings (44,092,752) (38,759,611)
Total equity 53,202,847 47,471,097
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2025
Share premium Other reserves Retained earnings
$ $ $ Total
Note $
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 31,824,942 - - 31,824,942
Shares issued in lieu of services/fees 49,846 49,846
Cost of share issue (1,964,101) - - (1,964,101)
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
Balance as at 1 July 2024 85,130,910 1,099,798 (38,759,611) 47,471,097
Loss for the year - - (5,499,684) (5,499,684)
Currency translation differences - 642,278 - 642,278
Total comprehensive loss for the year - 642,278 (5,499,684) (4,857,406)
Transactions with owners recognised directly in equity
Adjustment in respect of prior year depreciation capitalised - - 279,959 279,959
Issue of ordinary shares 16 8,448,669 - - 8,448,669
Cost of share issue (501,746) - - (501,746)
Shares issued in lieu of services/fees 248,619 - - 248,619
Share based payments - 2,113,655 - 2,113,655
Revaluation of prior year options - 241,445 (241,445) -
Warrants and options expired during the year - (128,029) 128,029 -
Total transactions with owners 8,195,542 2,227,071 166,543 10,589,156
Balance as at 30 June 2025 93,326,452 3,969,147 (44,092,752) 53,202,847
An analysis of the Share Premium can be found in note 16 and Other Reserves in
note 19
CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 30 JUNE 2025
30 June 30 June
2025 2024
Note $ $
Cash flows from operating activities
Loss after taxation (5,499,684) (8,689,621)
Adjustments for:
Depreciation and amortisation 6 456,888 290,019
Depreciation capitalised to exploration (400,065) -
Share-based payments 2,113,655 615,823
Shares issued for services 248,619 49,846
Net finance income 8 (71,627) (1,634)
Impairment of intangibles 11 1,486,806 5,771,668
Taxation Paid 9 - 6,376
Decrease in trade and other receivables 257,182 758,149
(Decrease) in trade and other payables (893,904) (1,272,591)
Decrease in inventories 13 - 1,476,362
Foreign exchange (130,305) 23,023
Net cash (outflows) from operating activities (2,432,435) (972,580)
Investing activities
Purchase of property, plant, and equipment 12 (323,948) (3,251,121)
Exploration and evaluation activities 11 (15,177,615) (21,991,842)
Net cash used in investing activities (14,853,667) (25,242,963)
Financing activities
Taxation Paid 9 - (6,376)
Proceeds from issue of share capital 16 8,448,669 31,824,942
Cost of share issue 16 (501,746) (1,964,101)
Proceeds from exercise of options 17 - 751,987
Interest received on funds invested 71,627 1,634
Net cash generated from financing activities 8,018,550 30,608,086
Net (decrease)/increase in cash and cash equivalents (9,267,552) 4,392,543
Cash and cash equivalents at the beginning of the year 11,647,723 9,600,786
Exchange gains/(losses) on cash 772,584 (2,345,606)
Cash and cash equivalents at the end of the year 14,26 3,152,755 11,647,723
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
1. GENERAL INFORMATION
The principal activity of Helium One Global Limited (the 'Company') 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 171 Main Street, PO
Box 92, Road Town, Tortola, VG110, British Virgin Islands. The Company is
exempt from preparing separate parent company Financial Statements for the
year ended 30 June 2025 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 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 currency of the US Subsidiary
is the US Dollar in which currency the subsidiary incurs operational costs.
The functional and presentational currency of the Group for year ended 30 June
2025 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 2025.
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 IFRS 18 Presentation and Disclosure in Financial Statements 1 January 2027
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 2025.
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.
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 $ 5,499,684 and incurred operating
cash outflows of $2,152,476 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 $3,152,755 of
cash and cash equivalents at 30 June 2025 and $10,521,586 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 in the past successfully raised funds when required and the
Directors' expectation is that it will be successful in raising funds in the
future. The Group has sufficient funds to complete all currently
contemplated work programmes in Tanzania and in the USA.
It is the prime responsibility of the Board to ensure the Group remains a
going concern. The Directors' expectation is that the Group will be able to
continue in operational existence for the next 12 months and continue to adopt
the going concern basis of accounting in preparing these Financial Statements.
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
Office furniture - 6 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 no 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 "Share option reserve" represent the fair values of share options and
warrants issued and
b the "Foreign exchange reserve" represents the cumulative translation
difference on the net assets of the subsidiaries
3. "Retained earnings" 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.
On expiry or cancellation of an option, the attributable transactions costs
are debited to the share premium with a corresponding credit to retained
earnings.
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-current 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 2025, total
exploration and evaluation costs capitalised amounted to US$,700,457 after
taking into account an impairment of US$1,486,806. (2024: US$31,729,689 after
an impairment of US$5,771,668).
VAT RECEIVABLE (SEE NOTE l3)
At 30 June 2025, the Group recognised a net amount of $1,334,413 relating to
VAT receivable in Tanzania (2024: $1,083,797). This amount is included within
other receivables. There is a degree of uncertainty regarding the full
recoverability of amounts previously claimed but the Directors have decided
not to impair this amount based on opinions received from our local advisory
Company. The Directors are of the opinion that we should be able to recover
this amount in full and our advisors are continuing to pursue this matter on
our behalf. The amount is subject to review and agreement by the Tanzanian
Revenue Authority in accordance with VAT legislation.
VALUATION OF SHARE BASED PAYMENTS (SEE NOTE 17-)
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 three key geographical segments, being the
British Virgin Islands, the USA and Tanzania. Activities in British Virgin
Islands are limited to corporate management as well as desktop exploration
costs whilst activities in the USA and Tanzania relate 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.
2025 Note Tanzania BVI USA Total
$ $ $ $
Other Income - 71,627 - 71,627
Administrative expenses (391,546) (1,684,111) (25,498) (2,101,155)
Total impairments (1,486,806) - - (1,486,806)
Impairment of intangibles 11 (1,486,806) - - (1,486,806)
Share based payments - (2,113,655) - (2,113,655)
Foreign exchange (16,212) 146,517 - 146,517
Loss from operations per reportable segment (1,894,564) (3,579,622) (25,498) (5,499,684)
Additions to non-current assets 6,149,187 7,691,426 - 13,840,613
Intangible assets 33,382,493 7,233,634 5,084,330 45,700,457
Reportable segment assets 37,990,367 10,818,812 5,084,330 53,893,509
Reportable segment liabilities (230,357) (460,305) - (690,662)
Tanzania BVI Total
2024 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 intangibles 11 (1,302,706) (4,468,962) (5,771,668)
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)
Segment assets and liabilities are allocated based on geographical location.
6. EXPENSES BY NATURE BREAKDOWN
30 June 30 June
2025 2024
$ $
Depreciation 456,888 290,019
Depreciation capitalised to Exploration (400,065) -
Wages and salaries (including Directors' fees) 2,773,276 1,221,139
Professional & consulting fees 978,889 873,644
Foreign exchange movements (130,305) 23,023
Insurance 127,111 198,935
Office expenses 144,480 147,327
Travel and subsistence expenses 25,488 17,980
Other expenses 108,743 139,671
4,084,505 2,911,738
DURING THE YEAR THE GROUP OBTAINED THE FOLLOWING SERVICES FROM THEIR AUDITORS:
30 June 30 June
2025 2024
$ $
Fees payable to the Group's auditors for the audit of the Company 126,994 116,237
Fees payable to the Subsidiaries auditors for the audit of the Subsidiaries 33,578 28,615
160,572 144,852
7. DIRECTORS AND EMPLOYEES
30 June 30 June
2025 2024
$ $
Wages and salaries 764,374 234,529
Social security costs 119,903 98,773
Pension costs 16,017 7,482
Leave Pay Provision 34,508 -
Share based payments Employees 707,312 240,545
Share Based Payments Directors 1,406,343 375,278
Directors' remuneration (note 7.1) 837,178 710,693
3,885,635 1,667,300
Less capitalised amounts (1,112,359) (446,161)
2,773,276 1,221,139
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.
Including the directors, the Group had an average number of seven employees
during the year (2024: Six).
30 June 30 June
2025 2024
$ $
Amounts attributable to the highest paid director: 347,985 283,519
The highest paid director in 2025 and 2024 was Lorna Blaisse. Details of
Directors' remuneration are disclosed below.
7.1 DIRECTORS REMUNERATION
Year to 30 June 2025 Salaries and Fees Bonuses Total Salaries, Fees & Bonuses Share Based Payments Total 30 June 2025
$ $ $ $ $
Russel Swarts4 20,543 - 20,543 126,653 147,196
James Smith 77,924 - 77,924 126,653 204,577
Sarah Cope 62,325 30,418 92,743 150,854 243,597
Nigel Friend 31,170 - 31,170 126,653 157,823
Lorna Blaisse 225,021 122,964 347,985 468,322 816,307
Graham Jacobs1 182,680 84,133 266,813 407,208 674,021
599,663 237,515 837,178 1,406,343 2,243,521
Year to 30 June 2024 Total
Salaries, Share Total 30
Salaries Fees & Based June
and Fees Bonuses Bonuses Payments 2024
$ $ $ $ $
Ian Stalker2 6,488 - 6,488 - 6,488
Robin Birchall3 11,332 - 11,332 - 11,332
Russel Swarts 37,727 4,545 42,272 28,493 70,765
James Smith 82,041 11,363 93,404 28,493 121,897
Sarah Cope 60,407 12,625 73,032 28,493 101,525
Nigel Friend 30,202 4,545 34,747 28,493 63,240
Lorna Blaisse 220,392 63,127 283,519 203,840 487,359
Graham Jacobs1 134,359 31,540 165,899 57,466 223,365
582,948 127,745 710,693 375,278 1,085,971
1 Graham Jacobs was appointed on 19 September 2023
2 Ian Stalker resigned on 31 July 2023
3 Robin Birchall resigned on 4 August 2023
4 Russel Swarts resigned on 4 November 2024
The amounts shown as Share Based Payments in the tables above relate to the
value of options granted to Directors. The value is calculated using the Black
Scholes method of valuation and the valuation reflects the fair value at the
date of grant. The exercise prices of these options range from 1 pence to 22
pence per share and therefore in real terms, these options are of no value at
present.
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
2025 2024
$ $
Finance income 71,627 1,634
71,627 1,634
Interest was earned on surplus funds that were placed in interest bearing
accounts.
9. TAXATION
30 June 30 June
2025 2024
$ $
Taxation expense
Current tax - 7,849
Deferred tax - -
-
Total tax charge - 7,849
Loss before tax (5,499,684) (8,681,772)
Tax credit at the applicable rate of 27% 1,484,915 2,344,078
Effects of:
Expenditure not deductible for tax (401,438) (1,558,350)
Losses carried forward not recognised as a deferred tax asset (1,083,477) (777,879)
Tax charge - 7,849
No Tanzanian taxes were incurred during the current period (2024 $7,849) .
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 $8,780,480 (2024:
$7,697,003) 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
2025 2024
$ $
Loss attributable to equity shareholders 5,499,684 8,689,621
Weighted average number of Ordinary Shares 5,375,300,168 2,542,730,544
Loss per Ordinary Share ($/cents) (0.10) (0.34)
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 2025 and 2024, less impairment.
30 June 30 June
2025 2024
Note $ $
Exploration & Evaluation Assets - Cost
Opening balance 31,729,689 15,509,515
Additions to exploration assets 12,815,430 20,931,459
Capitalised depreciation 400,065 -
Capitalised depreciation in respect of prior year 279,959 -
Capitalised directors' fees and employee wages 7 1,112,359 446,161
Capitalised other expenses 601,141 564,376
Shares issued in lieu of services 248,619 49,846
Total additions 15,457,573 21,991,842
Impairment of intangibles (1,486,806) (5,771,668)
Closing balance 45,700,457 31,729,689
Whilst exploration projects in Tanzania are at an advanced stage of
development and a mining licence has been granted post year end, 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
over which the ML has been granted.
INTEREST IN JOINT ARRANGEMENTS
In October 2024, the Company concluded a Farm-in Agreement with Blue Star
Helium ("Blue Star") whereby the Company earned a 50% interest in a helium
development project ("the Galactica Project") in Colorado, USA, in exchange
for the payment of $1.5 million to Blue Star in consideration for past costs
and funding the drilling of six development wells. Blue Star will continue to
act as operator of the Galactica Project.
This transaction has been recorded in these financial statements as a Joint
Operation whereby the parties to the arrangement have rights to the assets,
and obligations for the liabilities, relating to the arrangement. When the
Group undertakes its activities under this Joint Operation, the Group does not
act as Operator but recognises in relation to its interest in a joint
operation:
· Its assets, including its share of any assets held jointly
· Its liabilities, including its share of liabilities incurred
jointly
· Its revenue from the sale of its share of the output arising from
the joint operation
· Its expenses, including its share of any expenses incurred
jointly
Costs incurred in connection with this transaction have been capitalised in
accordance with IFRS 6, "Exploration for and Evaluation of Mineral resources,"
and will be amortised upon commencement of helium production, which is
expected to commence in the fourth quarter of 2025. The asset will then be
reclassified and accounted for in terms of IFRS 11.
12. PROPERTY, PLANT AND EQUIPMENT
Field Equipment Office
equipment Total
$ $ $
Cost
As at 1 July 2023 70,627 23,309 93,936
Additions (1) 3,243,276 6,825 3,250,101
Scrapped (70,627) (2,692) (73,319)
As at 30 June 2024 3,243,276 27,442 3,270,718
Additions 56,200 1,796 57,996
Foreign Exchange Movement 19,929 - 19,929
As at 30 June 2025 3,319,405 29,238 3,348,643
Accumulated depreciation
As at 1 July 2023 (70,627) (17,698) (88,325)
Charge for the year (284,705) (5,314) (290,019)
Foreign Exchange Movement 2,690 - 2,690
Disposals 70,627 1,022 71,649
As at 30 June 2024 (282,015) (21,990) (304,005)
Foreign Exchange Movement (2,380) 572 (1,808)
Charge for the year (452,640) (4,248) (456,888)
Disposals - - -
As at 30 June 2025 (737,035) (25,666) (762,701)
Carrying Amount
At 30 June 2024 2,961,261 5,452 2,966,713
At 30 June 2025 2,582,370 3,572 2,585,942
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. TRADE AND OTHER RECEIVABLES
Non-current other receivables are as follows:
30 June 30 June
2025 2024
$ $
VAT Receivable 1,334,413 1,083,797
In 2020, VAT receivable was reclassified as a non-current asset from a 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. There is a degree of
uncertainty regarding the full recoverability of amounts previously claimed,
but the Directors have decided not to impair this amount based on opinions
received from our local advisory Company. The recovery of these amounts is
actively being pursued in conjunction with local tax advisors.
Other receivables are as follows:
30 June 30 June
2025 2024
$ $
Prepayments 1,067,770 653,267
Other receivables 52,172 974,474
1,119,942 1,627,741
Prepayments include amounts paid to suppliers which cover periods beyond the
current financial year. The current year includes a payment of $961,371 for
the Mining Licence that was awarded on 4 July 2025. In the prior year, an
amount of $462,733 was included for equipment and personnel mobilisation.
14. CASH AND CASH EQUIVALENTS
30 June 30 June
2025 2024
$ $
Cash and cash equivalents 3,152,755 11,647,723
15. TRADE AND OTHER PAYABLES
30 June 30 June
2025 2024
$ $
Trade payables 158,572 1,320,132
Accruals 386,019 126,478
Other creditors 146,071 137,956
690,662 1,584,566
Trade payables decreased in the current year compared to the prior year which
reflected the commencement of a drilling campaign.
16. SHARE PREMIUM
Ordinary shares
Number of Total
shares $ $
As at 30 June 2023 820,729,002 56,570,194 56,570,194
Share issue costs - (2,101,958) (2,101,958)
Issued and fully paid as at 30 June 2023 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(2) 450,000 16,728 16,728
Issue of new shares - 02 August 2023(3) 1,000,000 35,000 35,000
Issue of new shares - 03 August 2023(4) 2,000,000 70,000 70,000
Issue of new shares - 04 August 2023(5) 3,000,000 108,613 108,613
Issue of new shares - 09 to 29 September 2023(7) 4,000,000 140,577 140,577
Issue of new shares - 05 to 24 October 2023(10) 8,275,000 285,798 285,798
Issue of new shares - 15 November 2023(11) 725,000 25,271 25,271
Issue of new shares - 15 to 22 November 2023(12) 2,000,000 70,000 70,000
Ordinary shares
Number of $ Total
shares $
Issue of new shares to a service provider 644,095 49,846 49,846
Issue of new shares - 07 July 2023(1) 587,457 43,422 43,422
Issue of new shares - 04 August 2023(6) 56,638 6,424 6,424
Issue of new shares for funds raised 4,473,337,666 31,824,942 31,824,942
Issue of new shares - 15 September 2023(8) 105,750,000 7,860,071 7,860,071
Issue of new shares - 18 September 2023(9) 8,333,333 612,515 612,515
Issue of new shares - 29 December 2023(13) 2,445,921,000 7,764,558 7,764,558
Issue of new shares - 15 February 2024(14) 313,333,333 5,440,118 5,440,118
Issue of new shares - 14 June 2024(15) 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
Issue of new shares - 30 August 2024(16) 590,000,000 8,448,669 8,448,669
Issue of new shares - 06 December 2024(17) 15,716,133 233,801 233,801
Issue of new shares - 28 May 2025(18) 1,341,463 14,818 14,818
Issue of new shares - 09 June 2025(19) 296,138,418 - -
Movement for 2025 903,196,014 8,697,288 8,697,288
Issued and fully paid at 30 June 2025 6,218,906,777 93,828,198 93,828,198
Share issue costs (501,746) (501,746)
6,218,906,777 93,326,452 93,326,452
30 June 30 June
2025 2024
$ $
Movement in share issue costs
Opening balance 4,066,059 2,101,958
Current year costs 501,746 1,964,101
As at 30 June 4,567,805 4,066,059
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 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.
(2) 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) $16,727.
(3) On 02 August 2023 the Company issued 1,000,000 new ordinary shares in
the Company for warrants exercised at a price of
3.5c for a value of $35,000.
(4) On 03 August 2023 the Company issued 2,000,000 new ordinary shares in
the Company for warrants exercised at a price of
3.5c for a value of $70,000.
(5) 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.
(6) On 04 August 2023 the Company issued 56,638 new ordinary shares in the
Company to a service provider at a price of 8.9p for
a value of (£5,041) $6,424.
(7) 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
(8) On 15 September 2023 the Company raised gross proceeds of (£6,345,000)
$7,860,071 through the placing of 105,750,000 new ordinary shares in the
Company at a price of 6p per share.
(9) On 18 September 2023 the Company raised gross proceeds of (£500,000)
$612,515 through the placing of 8,333,333 new
ordinary shares in the Company at a price of 6p per share.
(10) 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
(11) 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.
(12) Between 15 & 22 November 2023 the Company issued 2,000,000 new
ordinary shares in the Company for warrants exercised at a price of 3.5c for a
value of $70,000
(13) On 29 December 2023 the Company raised gross proceeds of (£ 6,114,803)
$7,764,558 through the placing of 2,445,921,000
new ordinary shares in the Company at a price of 0. 25p per share.
(14) On 15 February 2024 the Company raised gross proceeds of (£ 4,700,000)
$5,440,118 through the placing of 313,333,333 new
ordinary shares in the Company at a price of 1.5p per share.
(15) On 14 June 2024 the Company raised gross proceeds of (£ 8,000,000)
$10,147,680 through the placing of 1,600,000,000 new
ordinary shares in the Company at a price of 0.5p per share.
(16) On 30 August 2024 the Company raised gross proceeds of (£ 6,431,000)
$8,488,668 through the placing of 590,000,000 new
ordinary shares in the Company at a price of 1.09p per share
(17) On 06 December 2024 the Company issued 15,716,133 new ordinary shares
in the Company to a service provider at a price of
1.18p for a value of (£185,633) $233,801
(18) On 28 May 2025 the Company issued 1,341,463 new ordinary shares in the
Company to a service provider at a price of 0.82p for
a value of (£11,000) $14,818.
(19)On 09 June 2025 the Company issued 296,138,418 new ordinary shares in the
Company to the Employee Benefit Trust ("EBT") for zero value. The EBT was
established during the period as a facility for sourcing shares to settle
employee incentive awards, either existing options or future long term
incentive awards. The EBT is a discretionary trust established for the benefit
of current and former employees of the Helium one group and has been
established in Jersey. Although the EBT has been established by Helium One,
the EBT is independent of the company and is managed by a trustee. The trustee
must exercise its fiduciary duty to act in the best interests of the class of
beneficiaries of the trust as a whole. To date the Company has issued
296,138,418 ordinary shares in the Company to the EBT. There has been no
financial contribution to the Trust and no funding arrangements, given that
the shares were issued at no par value. There has been no movement in the
shares held by the EBT during the period.
17. 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 credited 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-based payments:
2025 2024
$ $
Share-based payment charge for the year 2,113,655 615,823
Warrants exercised - (384,578)
Options expired (128,029) (123,722)
Movement in Share Option Reserve 1,985,626 107,523
The following table sets out the movements of warrants and options during the
year:
2025 2024
Weighted average exercise price Weighted average exercise price
2025 $ 2024 $
Warrants and Warrants and
Options Options
Outstanding at the beginning of the year 70,371,823 0.11 60,522,106 0.13
Options cancelled in prior year 30,000- - - -
Granted during the year 259,000,000 0.01 35,780,000 0.08
Exercised during the year - (21,450,000) 0.35
Expired during the year (6,275,156) 0.05 (1,430,283) 0.254
Cancelled during the year - - (3,050,000 .016
Outstanding at the end of the year 323,066,670 0.03 70,371,823 0.11
The warrants and options outstanding at 30 June 2025 had an exercise price in
the range of $0.0125 to $0.295 (2024: range of $0.188 to $0.295) and a
weighted-average contractual life of 9.38 years (2024: 6.55 years).
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
04 12 2020 21 06 2021 23 02 2023
Fair value at grant date 0.030 0.270 0.054
Share price at grant date 0.038 0.257 0.065
Exercise price 0.038 0.296 & 0.134 0.078
Expected volatility 76% 76% 85%
Expected life years 5 10 10
Expected dividend yield - - -
Risk-free interest rate 3.20% 3.20% 3.57%
Award Award Award
12 09 2023 29 04 2024 01 07 2024
Fair value at grant date 0.043 0.174 0.099
Share price at grant date 0.078 0.174 0.099
Exercise price 0.083 0.019 0.013
Expected volatility 64% 222% 212%
Expected life years 5 7 10
Expected dividend yield - -
Risk-free interest rate 4.06% 4.41% 4.09%
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:
Number of warrants and
options Exercise price
Grant date Expiry date $ per share
4 December 2020 5,166,670 3 December 2025 0.038
21 June 2021 3,000,000 20 June 2031 0.134
21 June 2021 15,150,000 20 June 2031 0.296
23 February 2023 5,000,000 23 February 2033 0.078
12 September 2023 33,750,000 12 September 2028 0.083
29 April 2024 2,000,000 29 April 2031 0.019
1 July 2024 259,000,000 30 June 2034 0.013
323,066,670
There are 323,066,670 (2024: 70,371,823) options/warrants exercisable at year
end. An amount of $2,113,625 (2024: $615,823) was charged to profit and loss
for the year.
18. OTHER RESERVES
30 June 30 June
2025 2024
Foreign currency reserve $ $
Opening balance (3,500,332) (250,122)
Movement in current year 642,278 (2,322,583)
Movement in prior year - (927,627)
As at 30 June (2,858,054) (3,500,332)
2025 2024
Share option reserve $ $
Opening balance 4,600,130 4,492,604
Share based payments 2,113,655 615,823
Warrants expired (128,029) (384,576)
Warrants exercised - (123,721)
Revaluation of Prior Year Options 241,445 -
As at 30 June 6,827,201 4,600,130
Total Other Reserves 3,969,147 1,099,798
19. 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 2025 and 30
June 2024 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 marginally since 1 July 2024 (from 1 TZS = 0.000380
USD to 1 TZS = 0.000379 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 30 June
2025 2024
Increase/(decrease) in USD/ TzSh
20% 378,913 1,012,511
-20% (378,913) (1,012,511)
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
2025 2024
$ $
Cash and cash equivalents
US Dollar 2,094,351 620,764
GBP 1,042,097 11,009,477
Tanzanian Shillings 16,307 17,482
Total 3,152,755 11,647,723
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.
20. CATEGORIES OF FINANCIAL INSTRUMENTS
In terms of financial instruments, these solely comprise of those measured at
amortised costs and are as follows:
30 June 30 June
2025 2024
$ $
Liabilities at amortised cost 690,661 1,584,566
Cash and cash equivalents at amortised cost 3,152,755 11,647,723
Financial assets at amortised cost 52,172 974,474
2,514,267 11,037,632
21. LIST OF SUBSIDIARIES
At 30 June 2025, the Group consists of the following subsidiaries:
Share
capital Share
Principal held by capital
Country of place of Ultimate held by Principal
Name of subsidiary incorporation business Parent Group 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
Share
capital Share
Principal held by capital
Country of place of Ultimate held by Principal
Name of subsidiary incorporation business Parent Group activities
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 USA Inc USA USA Nil 100% Helium Development
East Africa Holdings Limited UK UK 100% 100% Dormant
Songwe Helium Limited Tanzania Tanzania 83% 83% Helium Extraction
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
East Africa Holdings Limited holds 83% of Songwe Helium Limited. The remaining
17% is held by the Treasury Registrar of Tanzania.
22. COMMITMENTS
The Group currently has a Mining Licence over the southern Rukwa Helium
Project which has been granted for an initial 10 year period at an annual cost
of $960,000. This licence was awarded after year end, so no commitments in
respect of this licence are reflected in the current year. The Group
previously had an interest in 16 prospecting licences (PL's) in Tanzania.
These were 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. These PL's have now either been captured within the ML area
or have expired. During the year, the Group had an impairment charge of
$1,486,806 relating to the Balangida and Eyasi areas.
30 June 30 June
2024 2024 30 June
Licence Minimum 2024
fees spend Total
$ $ $
Not later than one year 141,196 70,598 211,794
Later than one year but less than 5 years 70,856 35,428 106,284
More than 5 years - - -
212,052 106,026 318,078
Now that the Mining Licence has been granted, the Prospecting Licences will
not be renewed.
The annual Mining Licence Fee is $960,000 and is payable annually on 4 July.
The fee for the 2026 financial year was paid in March 2025 and and is included
as a prepayment.
The company raised $8.2m in August 2024 in order to fund the acquisition and
running costs of the Galactica project. At year end, $5m has been utilised,
with the remaining $3.2m committed to funding monthly development costs.
23. 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.
All related party transactions took place at arm's length.
24. RECONCILIATION OF MOVEMENT IN DEBT POSITION
At 30 June Cash Foreign exchange movements Interest At 30 June
2024 flows $ charged 2025
$ $ $ $
Cash and Cash equivalents
Cash
11,647,723 (9,267,551) 772,583 - 3,152,755
TOTAL 11,647,723 (9,267,551) 772,583 - 3,152,755
Foreign exchange movements
At 30 June Cash $ Interest At 30 June
2023 flows charged 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
25. POST BALANCE SHEET EVENTS
The Company announced the formal award of the Mining Licence for the southern
Rukwa project on 4 July 2025. which has been granted for an initial 10 year
period at an annual cost of $960,000. The Group previously had an interest in
16 prospecting licences (PL's) in Tanzania. These were 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. These PL's have now
either been captured within the ML area or have expired.
The Company also announced on 18 July 2025 that it had entered into an
Investment Agreement with three institutional investors raising £10 million
(approximately US$13 million) to further advance towards development in
southern Rukwa and to continue to fund the USA Galactica helium-CO(2)
development to first gas. The Investors advanced £10 million to the Company
("the Advance") and were entitled to convert this Advance into ordinary shares
in the Company at a price equal to 80 per cent of the higher of: (i) the
lowest single daily volume weighted average price ("VWAP") in respect of the
Company's Ordinary Shares during the 10 trading days immediately preceding the
date of the Conversion Notice; or (ii) 92.5 per cent of the VWAP for the 10
trading days immediately preceding the date of the conversion notice.
Additionally on 18 July 2025, the Company announced a Retail Offer for £1
million to existing shareholders at a price of 0.54 pence per share. The
Retail Offer was fully subscribed.
The Company received conversion notices in relation to the Advance for a total
of £7,875,000 between 19 August and 13 October and issued a total of
2,918,066,919 shares.
Subsequently, on 13 October, the Company announced the termination of the
Investment Agreement and the remaining unconverted amount of £2,125,000 was
repaid to the Investors together with a 12% termination fee.
The Company requested to be delisted from the OTCQB Venture Market on 30
September 2025. The decision to delist was made following a review of trading
volumes and costs. The Company's shares continue to trade in the AIM market of
the London Stock Exchange.
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Copyright 2019 Regulatory News Service, all rights reservedRecent news on Helium One Global
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