REG - Helix Exploration - Result of Placing and Subscription

Helix ExplorationAnnouncement

23/01/2025 08:30

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RNS Number : 4508U  Helix Exploration PLC  23 January 2025

THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE INFORMATION CONTAINED
HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES,
AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.  PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR
CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY
PERSON TO PURCHASE AND/OR SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES IN HELIX EXPLORATION PLC OR ANY OTHER ENTITY IN ANY JURISDICTION.
NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, SHALL FORM THE
BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN
RESPECT OF HELIX EXPLORATION PLC.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
EU REGULATION 596/2014 (WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018) ("UK MAR"). IN ADDITION, MARKET
SOUNDINGS (AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE
MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS
BECAME AWARE OF SUCH INSIDE INFORMATION, AS PERMITTED BY UK MAR.  UPON THE
PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO
BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN
POSSESSION OF INSIDE INFORMATION.

 

 

23 January 2025

 

Helix Exploration PLC

("Helix Exploration" or "Helix" or the "Company")

 

Result of Placing and Subscription

Helix Exploration is pleased to confirm, further to the announcement made on
23 January 2025 (the "Launch Announcement"), the successful completion of the
Placing and Subscription at the Issue Price of 15 pence per share.

The Placing and the Subscription have conditionally raised, in aggregate,
gross proceeds of approximately £5 million pursuant to the placing of
29,570,000 Placing Shares and through the issue of 3,763,333 Subscription
Shares ("together the "Capital Raising Shares").

Hannam & Partners, and Tavira acted as Co-lead bookrunners and joint
brokers in connection with the Placing alongside Oak Securities and SI
Capital. The Placing was conducted by way of an accelerated book build
process.

Following the deduction of associated fees and expenses, the net proceeds
receivable by the Company will be used principally to:

o  Install and equip PSA Processing Plant and Membrane Unit at Rudyard.

o  Fund the drilling of two additional production wells at Rudyard.

o  The Company will also utilise any additional net proceeds to fund other
exploration and resource definition work across the Company's projects and
general working capital requirements.

 

Capitalised terms used in this announcement (this "Announcement") have the
meanings given to them in the Launch Announcement, unless the context provides
otherwise.

 

Fee Shares

 

In connection to the Capital Raising, the Company has issued 66,667 new
Ordinary Shares at the Issue Price in lieu of fees ("Fee Shares" together with
the Capital Raising Shares, the "New Shares").

 

Admission and Dealings

 

Application will be made to London Stock Exchange for the New Shares to be
admitted to trading on AIM. It is currently expected that Admission of the New
Shares will take place on or before 8.00 a.m. on or around 29 January 2025 and
dealings in the New Shares on AIM will commence at the same time.

 

The Placing is conditional upon, among other things, Admission becoming
effective and the Placing Agreement not being terminated in accordance with
its terms. The Subscription is conditional on, among other things, Admission
becoming effective and the Subscription Letters and the Placing Agreement not
being terminated on or before Admission.

 

The New Shares, when issued, will be fully paid and will rank pari passu in
all respects with the existing Ordinary Shares, including the right to receive
all dividends and other distributions declared, made or paid after the date of
issue.

 

Total Voting Rights

 

Following admission of the New Shares, the Company's issued and fully paid
share capital will consist of 156,970,000 Ordinary Shares, all of which carry
one voting right per share. The Company does not hold any Ordinary Shares in
treasury. Therefore, the total number of ordinary shares and voting rights in
the Company will be 156,970,000. This figure may be used by Shareholders as
the denominator for the calculations by which they will determine if they are
required to notify their interest in, or a change to their interest in, the
Company under the FCA's Disclosure Guidance and Transparency Rules.

 

This Announcement should be read in its entirety. In particular, you should
read and understand the information provided in the "Important Notices"
section of this Announcement.

 

 

Enquiries

 

Helix Exploration

 Bo Sears       via Camarco
 David Minchin  info@helixexploration.com (mailto:info@helixexploration.com)

Cairn - Nominated Adviser

 Liam Murray          +44 (0)20 7213 0880
 Ludovico Lazzaretti
 James Western

 

Hannam & Partners - Joint Bookrunner and Joint Broker

 Neil Passmore                    +44 (0)20 7907 8502
 Spencer Mignot

 Tavira Financial Limited - Joint Bookrunner and Joint Broker
 Chris Kipling                    +44 (0)20 7100 5100
 Oliver Stansfield
 Jonathan Evans

 SI Capital - Joint Broker
 Nick Emerson                     +44 (0)14 8341 3500
 Renato Rufus

 

OAK Securities - Joint Broker

 Jerry Keen   +44 (0)20 3973 3678
 Henry Clark

Camarco - Financial PR

 Emily Hall     +44 (0)20 3757 4980
 Tilly Butcher  helixexploration@camarco.co.uk (mailto:helixexploration@camarco.co.uk)

 Billy Clegg

 

 

IMPORTANT NOTICES

 

This Announcement includes statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "forecasts", "plans", "prepares", "anticipates",
"projects", "expects", "intends", "may", "will", "seeks", "should" or, in each
case, their negative or other variations or comparable terminology, or by
discussions of strategy, plans, objectives, goals, future events or
intentions. These forward-looking statements include all matters that are not
historical facts. They appear in a number of places throughout this
Announcement and include statements regarding the Company's and the Directors'
intentions, beliefs or current expectations concerning, amongst other things,
the Company's prospects, growth and strategy. By their nature, forward-looking
statements involve risks and uncertainties because they relate to events and
depend on circumstances that may or may not occur in the future.
Forward-looking statements are not guarantees of future performance. The
Company's actual performance, achievements and financial condition may differ
materially from those expressed or implied by the forward-looking statements
in this Announcement. In addition, even if the Company's results of
operations, performance, achievements and financial condition are consistent
with the forward-looking statements in this Announcement, those results or
developments may not be indicative of results or developments in subsequent
periods. Any forward-looking statements that the Company makes in this
Announcement speak only as of the date of such statement and (other than in
accordance with their legal or regulatory obligations) neither the Company,
nor the Joint Brokers nor Cairn nor any of their respective associates,
directors, officers or advisers shall be obliged to update such statements.
Comparisons of results for current and any prior periods are not intended to
express any future trends or indications of future performance, unless
expressed as such, and should only be viewed as historical data.

 

Cairn, which is authorised and regulated in the United Kingdom by the FCA, is
acting as Nominated Adviser exclusively for the Company and no one else in
connection with the contents of this Announcement and will not regard any
other person (whether or not a recipient of this Announcement) as its client
in relation to the contents of this Announcement nor will it be responsible to
anyone other than the Company for providing the protections afforded to its
clients or for providing advice in relation to the contents of this
Announcement. Apart from the responsibilities and liabilities, if any, which
may be imposed on Cairn by the Financial Services and Markets Act 2000, as
amended ("FSMA") or the regulatory regime established thereunder, Cairn
accepts no responsibility whatsoever, and makes no representation or warranty,
express or implied, as to the contents of this Announcement including its
accuracy, completeness or verification or for any other statement made or
purported to be made by it, or on behalf of it, the Company or any other
person, in connection with the Company and the contents of this Announcement,
whether as to the past or the future. Cairn accordingly disclaims all and any
liability whatsoever, whether arising in tort, contract or otherwise (save as
referred to above), which it might otherwise have in respect of the contents
of this Announcement or any such statement. The responsibilities of Cairn as
the Company's Nominated Adviser under the AIM Rules for Companies and the AIM
Rules for Nominated Advisers are owed solely to the London Stock Exchange and
are not owed to the Company or to any director or shareholder of the Company
or any other person, in respect of its decision to acquire shares in the
capital of the Company in reliance on any part of this Announcement, or
otherwise.

 

Hannam & Partners, which is authorised and regulated in the United Kingdom
by the FCA, is acting as  Joint Broker and lead bookrunner exclusively for
the Company and no one else in connection with the contents of this
Announcement and will not regard any other person (whether or not a recipient
of this Announcement) as its client in relation to the contents of this
Announcement nor will it be responsible to anyone other than the Company for
providing the protections afforded to its clients or for providing advice in
relation to the contents of this Announcement. Apart from the responsibilities
and liabilities, if any, which may be imposed on Hannam & Partners by FSMA
or the regulatory regime established thereunder, Hannam & Partners accepts
no responsibility whatsoever, and makes no representation or warranty, express
or implied, as to the contents of this Announcement including its accuracy,
completeness or verification or for any other statement made or purported to
be made by it, or on behalf of it, the Company or any other person, in
connection with the Company and the contents of this Announcement, whether as
to the past or the future. Hannam & Partners accordingly disclaims all and
any liability whatsoever, whether arising in tort, contract or otherwise (save
as referred to above), which it might otherwise have in respect of the
contents of this Announcement or any such statement.

 

Oak Securities, which is authorised and regulated in the United Kingdom by the
FCA, is acting as  Joint Broker exclusively for the Company and no one else
in connection with the contents of this Announcement and will not regard any
other person (whether or not a recipient of this Announcement) as its client
in relation to the contents of this Announcement nor will it be responsible to
anyone other than the Company for providing the protections afforded to its
clients or for providing advice in relation to the contents of this
Announcement. Apart from the responsibilities and liabilities, if any, which
may be imposed on Oak Securities by FSMA or the regulatory regime established
thereunder, Oak Securities accepts no responsibility whatsoever, and makes no
representation or warranty, express or implied, as to the contents of this
Announcement including its accuracy, completeness or verification or for any
other statement made or purported to be made by it, or on behalf of it, the
Company or any other person, in connection with the Company and the contents
of this Announcement, whether as to the past or the future. Oak Securities
accordingly disclaims all and any liability whatsoever, whether arising in
tort, contract or otherwise (save as referred to above), which it might
otherwise have in respect of the contents of this Announcement or any such
statement.

 

Tavira, which is authorised and regulated in the United Kingdom by the FCA, is
acting as  Joint Broker exclusively for the Company and no one else in
connection with the contents of this Announcement and will not regard any
other person (whether or not a recipient of this Announcement) as its client
in relation to the contents of this Announcement nor will it be responsible to
anyone other than the Company for providing the protections afforded to its
clients or for providing advice in relation to the contents of this
Announcement. Apart from the responsibilities and liabilities, if any, which
may be imposed on Tavira by FSMA or the regulatory regime established
thereunder, Tavira accepts no responsibility whatsoever, and makes no
representation or warranty, express or implied, as to the contents of this
Announcement including its accuracy, completeness or verification or for any
other statement made or purported to be made by it, or on behalf of it, the
Company or any other person, in connection with the Company and the contents
of this Announcement, whether as to the past or the future. Tavira accordingly
disclaims all and any liability whatsoever, whether arising in tort, contract
or otherwise (save as referred to above), which it might otherwise have in
respect of the contents of this Announcement or any such statement.

 

SI Capital, which is authorised and regulated in the United Kingdom by the
FCA, is acting as  Joint Broker exclusively for the Company and no one else
in connection with the contents of this Announcement and will not regard any
other person (whether or not a recipient of this Announcement) as its client
in relation to the contents of this Announcement nor will it be responsible to
anyone other than the Company for providing the protections afforded to its
clients or for providing advice in relation to the contents of this
Announcement. Apart from the responsibilities and liabilities, if any, which
may be imposed on SI Capital by FSMA or the regulatory regime established
thereunder, SI Capital accepts no responsibility whatsoever, and makes no
representation or warranty, express or implied, as to the contents of this
Announcement including its accuracy, completeness or verification or for any
other statement made or purported to be made by it, or on behalf of it, the
Company or any other person, in connection with the Company and the contents
of this Announcement, whether as to the past or the future. SI Capital
accordingly disclaims all and any liability whatsoever, whether arising in
tort, contract or otherwise (save as referred to above), which it might
otherwise have in respect of the contents of this Announcement or any such
statement.

 

The New Shares have not been and will not be registered under the Securities
Act or with any securities regulatory authority of any state or other
jurisdiction of the United States and may not be offered, sold, pledged, taken
up, exercised, resold, renounced, transferred or delivered, directly or
indirectly, in or into the United States absent registration under the
Securities Act, except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and in
compliance with any applicable securities laws of any state or other
jurisdiction of the United States. The New Shares not been approved,
disapproved or recommended by the U.S. Securities and Exchange Commission, any
state securities commission in the United States or any other U.S. regulatory
authority, nor have any of the foregoing authorities passed upon or endorsed
the merits of the offering of the New Shares. Subject to certain exceptions,
the securities referred to herein may not be offered or sold in the United
States, Australia, Canada, Japan, New Zealand, the Republic of South Africa or
to, or for the account or benefit of, any national, resident or citizen of the
United States, Australia, Canada, Japan, New Zealand or the Republic of South
Africa.

 

No public offering of securities is being made in the United States.

 

The relevant clearances have not been, nor will they be, obtained from the
securities commission of any province or territory of Canada; no prospectus
has been lodged with, or registered by, the Australian Securities and
Investments Commission, the Financial Markets Authority of New Zealand or the
Japanese Ministry of Finance; the relevant clearances have not been, and will
not be, obtained from the South Africa Reserve Bank or any other applicable
body in the Republic of South Africa in relation to the New Shares; and the
New Shares have not been, and nor will they be, registered under or offered in
compliance with the securities laws of any state, province or territory of
Canada, Australia, Japan, New Zealand or the Republic of South Africa.
Accordingly, the Placing Shares may not (unless an exemption under the
relevant securities laws is applicable) be offered, sold, resold or delivered,
directly or indirectly, in or into Canada, Australia, Japan, New Zealand or
the Republic of South Africa or any other jurisdiction outside the United
Kingdom or to, or for the account or benefit of any national, resident or
citizen of Australia, Japan, New Zealand or the Republic of South Africa or to
any investor located or resident in Canada.

 

No public offering of the Placing Shares is being made in the United States,
United Kingdom or elsewhere. All offers of the New Shares will be made
pursuant to an exemption under the EU Prospectus Regulation, or the UK
Prospectus Regulation (as the case may be) from the requirement to produce a
prospectus. This Announcement is being distributed to persons in the United
Kingdom only in circumstances in which section 21(1) of FSMA does not apply.

 

The information in this Announcement, which includes certain information drawn
from public sources, does not purport to be comprehensive and has not been
independently verified. This Announcement contains statements that are, or may
be deemed forward-looking statements, which relate, inter alia, to the
Company's proposed strategy, plans and objectives. Such forward-looking
statements involve known and unknown risks, uncertainties and other important
factors beyond the control of the Company (including but not limited to future
market conditions, legislative and regulatory changes, the actions of
governmental regulators and changes in the political, social or economic
framework in which the Company operates) that could cause the actual
performance or achievements on the Company to be materially different from
such forward-looking statements.

 

The content of this Announcement has not been approved by an authorised person
within the meaning of the FSMA. Reliance on this Announcement for the purpose
of engaging in any investment activity may expose an individual to a
significant risk of losing all of the property or other assets invested. The
price of shares and any income expected from them may go down as well as up
and investors may not get back the full amount invested upon disposal of the
shares. Past performance is no guide to future performance, and persons
needing advice should consult an appropriate independent financial adviser.

 

No prospectus will be made available in connection with the matters contained
in this Announcement and no such prospectus is required (in accordance with
the EU Prospectus Regulation or the UK Prospectus Regulation, as the case may
be) to be published. This Announcement are for information purposes only and
are directed only at persons who are: (a) persons in Member States who are
Qualified Investors; and (b) in the United Kingdom, Qualified Investors who
are persons who (i) have professional experience in matters relating to
investments falling within the definition of "investment professionals" in
article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order"); (ii) are persons falling
within article 49(2)(a) to (d) ("high net worth companies, unincorporated
associations, etc") of the Order; or (iii) are persons to whom it may
otherwise be lawfully communicated; (all such persons together being referred
to as relevant persons").

 

This Announcement must not be acted on or relied on by persons who are not
relevant persons. Persons distributing this Announcement must satisfy
themselves that it is lawful to do so. Any investment or investment activity
to which this Announcement and the terms and conditions set out herein relates
is available only to relevant persons and will be engaged in only with
relevant persons.

 

No representation or warranty, express or implied, is or will be made as to,
or in relation to, and no responsibility or liability is or will be accepted
by the Joint Brokers, Cairn or by any of their affiliates or agents as to, or
in relation to, the accuracy or completeness of this Announcement or any other
written or oral information made available to or publicly available to any
interested party or its advisers, and any liability therefore is expressly
disclaimed.

 

No statement in this Announcement is intended to be a profit forecast or
estimate, and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future financial
years would necessarily match or exceed the historical published earnings per
share of the Company.

 

The Placing Shares, the Subscription Shares and the Fee Shares will not be
admitted to trading on any stock exchange other than AIM.

 

Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement.

 

 

Notes to Editors

 

Helix Exploration is a helium exploration company focused on the exploration
and development of helium deposits within the 'Montana Helium Fairway'.
Founded by industry experts with extensive experience of helium systems in the
US, the Company listed in April 2024 raising £7.5 million from an offer book
of over £22 million.

 

The Company has drilled two wells on two assets in 2024.  Darwin #1 well at
Rudyard Project tested 236ft in the Souris and Red River formations, flowing
2,750 Mcf/day at 1.1% helium.  Rudyard field can support multiple production
wells on structure with each well having the potential to produce pre-tax
cashflow of circa $4.0 million per year and drain a large area over a
sustained period.

 

Clink #1 well at Ingomar Dome Project recovered gas samples from the Flathead
Formation assayed at 55.2% Hydrogen in gas sample isolated from drilling mud
and 2.5% helium in gas sample recovered from the reservoir.  Gas samples
demonstrate helium and hydrogen potential with additional stimulation required
to potentially generate commercial flow rates in Flathead and Charles
formations.

 

Helix Exploration is focussed on early production at the Rudyard Projects,
taking advantage of existing infrastructure and low-cost processing to target
first gas production in 2025.  Helix is committed to open and transparent
communication with investors and the wider market as the project progresses
through development into production.

 

The Company's Admission Document, and other information required pursuant to
AIM Rule 26, is available on the Company's website at
https://www.helixexploration.com/ (https://www.helixexploration.com/) .

 

 

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