13th Nov 2025 07:00
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 480km2 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-CO2 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 CO2 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
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) Scott Mathieson Phoebe Bunce | +44 20 3100 2000 |
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Zeus Capital Limited (Joint Broker) Simon Johnson Louisa Waddell | +44 20 3829 5000
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Tavistock (Financial PR) Nick Elwes Saskia Sizen
| +44 20 7920 3150
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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 480km2 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 CO2 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 CO2 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 CO2 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 PROJECTOperations 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 PROJECTThe full development programme for the Galactica Project will require the drilling and tie-back of 15 wells, as well as commissioning of the relevant helium and CO2 processing equipment.
The initial programme 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 CO2 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 CO2 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.
HSEI 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 REPORTIn 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 ResourcesSproule 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 Resources (Mscf) | Working Interest | Net Helium Contingent Resources (Mscf) | |||||
Contingent Resource Category | 1C | 2C | 3C | % | 1C | 2C | 3C |
Development on Hold - EPS - Initial 10 year licence period (May 2035) |
2,674 |
22,414 |
98,922 | 83 |
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) |
2,528 |
24,339 |
110,950 | 83 |
2,098 |
20,201 |
92,088 |
Development Unclarified - CPF - Second 10 year licence period (May 2045) |
7,753 |
73,544 |
332,849 | 83 |
6,435 |
61,042 |
276,264 |
Development Unclarified - EPS + CPF - After second licence period to January 2058 | 10,910 | 119,246 | 554,638 | 83 | 9,055 | 98,975 | 460,350 |
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 EVALUATIONThe 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.
FUNDRAISINGIn 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 2025The 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).
OUTLOOKThis 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-CO2 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
Note | Year ended 30 June 2025 $ | Year ended 30 June 2024 $ | |
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
Note | 30 June 2025 $ | 30 June 2024 $ | |
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
Note | Share premium $ | Other reserves $ | Retained earnings $ |
Total $ | |
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
Note | 30 June 2025 $ | 30 June 2024 $ | |
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 PREPARATIONThe 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 GROUPThere 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 EFFECTIVEThe 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 CONSOLIDATIONSubsidiaries
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 CONSOLIDATIONIntra-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 TRANSACTIONSTransactions 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 OPERATIONSThe 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 CONCERNThe 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 EQUIVALENTSCash 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 EQUIPMENTProperty, 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 ASSETSThe 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.
IMPAIRMENTAll 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.
PROVISIONSA 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.
TAXATIONThere 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.
INVENTORYInventory 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.
EQUITYEquity 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 andb 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 PAYMENTSThe 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 REPORTINGOperating 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) | |
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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 |
| 30 June 2025 $ | 30 June 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 2025 $ | 30 June 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 2025 $ | 30 June 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 2025 $ | 30 June 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 2025 $ | 30 June 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 2025 $ | 30 June 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.
Note | 30 June 2025 $ | 30 June 2024 $ | |
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 ARRANGEMENTSIn 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 2025 $ | 30 June 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.
| |||||||||||||||||||||
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 |
|
|
| |
Number of | Ordinary shares |
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 | |
Number of shares | Ordinary shares $ |
Total $ | |
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 2025 $ | 30 June 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 Warrants and Options | 2025 Weighted average exercise price $ |
2024 Warrants and Options | 2024 Weighted average exercise price $ | |
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 ARRANGEMENTSThe 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 04 12 2020 | Award 21 06 2021 | Award 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 12 09 2023 |
Award 29 04 2024 |
Award 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:
Grant date | Number of warrants and options |
Expiry date |
Exercise price $ 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
Foreign currency reserve | 30 June 2025 $ | 30 June 2024 $ |
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) |
Share option reserve | 2025 $ | 2024 $ |
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 MANAGEMENTThe 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 INSTRUMENTSThe 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 RISKMarket 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 RISKPrice 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 RISKThe 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 2025 | 30 June 2024 | ||
Increase/(decrease) in USD/ TzSh |
| ||
20% | 378,913 | 1,012,511 |
|
-20% | (378,913) | (1,012,511) |
|
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 2025 $ | 30 June 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 RISKLiquidity 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 RISKThe 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 2025 $ | 30 June 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 partyThere is no ultimate controlling party.
b) Transactions with key management personnel and transactionsKey management personnel compensation and transactions are disclosed in note 7.
c) Other related party transactionsOther 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 2024 $ | Cash flows $ | Foreign exchange movements $ | Interest charged $ | At 30 June 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 |
At 30 June 2023 $ |
Cash flows $ | Foreign exchange movements $ |
Interest charged $ |
At 30 June 2024 $ | |
Cash and Cash equivalents Cash |
9,600,786 |
4,392,543 |
(2,345,606) |
- |
11,647,723 |
TOTAL | 9,600,786 | 4,392,543 | (2,345,606) | - | 11,647,723 |
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-CO2 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.
Related Shares:
Helium One