Helium One Regulatory News (HE1)

16th February 2022

Helium One Global Ltd

("Helium One", the "Company" or the "Group")

 Annual Results

Helium One (AIM: HE1) ("Helium One" or "the Company"), the primary helium Company with assets in Tanzania is pleased to announce the Company's audited results for the year ended 30 June 2021. A copy of the Annual Results is available on the Company's website, www.helium-one.com and are being posted to Shareholders who requested this service later this week.

Summary:

· Helium is a commodity that feeds the digital revolution and cannot be substituted in a range of high-value, high-growth, high-tech manufacturing and medical operating processes

· Helium One is part of the green transition targeting production of carbon neutral helium from high-grade primary helium gas associated with nitrogen - a strategically significant differentiator from the main Hydrocarbon by product route and needed for a zero-carbon world

· The Rukwa Rift Basin has a strategic resource with a P50 un-risked prospective recoverable helium resource of 138Bcf and the potential to discover a globally significant asset to resolve a supply constrained market

· Drilling at the Rukwa project during 2021 has significantly improved the opportunity of a discovery. Exploration in 2021 indicated good quality reservoirs beneath thick sealing units with multiple prospective intervals from basement to near surface - which identified a working helium system

· Commencement of Phase II exploration is ongoing with the 2D seismic programme completed 25th Dec 2021, Multispectral Satellite Spectroscopy results and QEMSCAN results announced, and Electrical Resistance Tomography survey underway. This aims to define additional prospects for drilling in 2022 offering near and medium-term catalysts for share price growth

· High margin operation - the Rukwa Basin offers the potential for low-capex modular development. With helium prices at record highs the project has the capacity to generate exceptional financial returns on development of a successful discovery.

Ian Stalker, Chairman, commented:

"The period to June 2021 has been transformational for Helium One as we continue along the road to seeking a globally strategic discovery. Helium remains in critical short supply and a new source of primary helium without associated hydrocarbon production is required to balance the market. Helium One has the capacity to discover this new source and become a strategic player in resolving long term supply issues.

"The Company's P50 Best Estimate Unrisked Prospective Recoverable Helium Resource of 138Bcf would be sufficient to supply the entirety of global demand for over twenty years, or 10-15% of global demand for more than a century. Over the past twelve months we have added considerable experience to our Board and Management Team with the appointment of industry veterans and rift valley specialists to put us in the best position to deliver a discovery that makes this ambitious project a reality."

David Minchin, CEO, said:

"I am delighted to have had the opportunity to be engaged with developing the exploration programme of a potential tier one asset at Helium One. Since joining as CEO we have completed a successful IPO and subsequent £10m capital raise, 200 line kilometer 2D Seismic survey, and completed our maiden exploration drilling campaign which defined a working helium system within the Rukwa Basin.

"The company has now moved onto Phase II exploration, with the completion of a 220km 2D seismic campaign over the northern extensions of known structural highs that we believe act as a charge focus for helium migration. This data will be integrated with information from our Multispectral Satellite Spectroscopy study, Electrical Resistance Tomography survey, QEMSCAN results and Airborne Gravity Gradiometry data to deliver a portfolio of prospects for drill testing in 2022."

For further information please visit the Company's website: www.helium-one.com

Contact

Notes to Editors

Helium One was founded in September 2015 to explore, develop, and ultimately, become a producer of low-carbon helium, a critical material that is essential in many modern technologies.

Helium One has identified a globally unique, large-scale, high-grade, primary helium project in Tanzania with the potential to become a strategic asset in resolving a supply-constrained market.

Helium One's assets are located within the rift basins on the margin of the Tanzanian Craton. The Company has secured 18 Prospecting Licences covering more than 4,512 km² in three distinct project areas: the Rukwa, Balangida and Eyasi projects. These are located near surface seeps with helium concentrations ranging up to 10.6% He by volume.

The Company's flagship Rukwa Project is located within the Rukwa Rift Basin covering 3,448km2 in south-west Tanzania. The project is considered to be an advanced exploration project with a portfolio of leads and prospects defined by high-resolution gravity gradiometry, and modern and historic 2D seismic. The Rukwa Project has been de-risked by the 2021 drilling campaign, which identified reservoir and seal with multiple prospective intervals from basin to near surface within a working helium system.

SRK Consulting have reported a 'Best Estimate' Un-risked Prospective Resource of 138 Bcf (2U/P50) for the Company's Rukwa Project, meaning that the project has potentially strategic global implications with the ability to significantly resolve helium supply/demand issues.

All Helium One's licences are held on a 100% equity basis and are in close proximity to the required infrastructure.

Helium One is listed on the AIM market of the London Stock Exchange with the ticker of HE1 and on the OTCQB in the United States with the ticker HLOGF.

Chairman's Statement

The period under review has been a busy and transformational period for the Company. On a corporate level, Helium One was successfully admitted to the AIM Market of the London Stock Exchange raising $7.8 million on admission and a further $13.8 million in April. On the operational front, Helium One delivered an aggressive exploration programme culminating in the milestone events of the Company's first two exploration wells being drilled on the Rukwa Project in Tanzania - the first drilling campaign in Africa to target primary helium.

The work undertaken in 2021 has provided a proof of concept and has enabled us to reduce exploration risk in finding helium in the Rukwa Basin. The drilling carried out on the Tai prospect demonstrated a working helium system: with good to excellent quality reservoirs, thick sealing units, and helium gas shows at multiple prospective intervals.

The Company has now moved on to Phase II exploration, building on information gained from our 2021 campaign to deliver a portfolio of prospects for drill testing in 2022. We have completed our 220-line kilometer Phase II 2D seismic campaign, targeting the northern extensions of known structural highs that are believed to act as a charge focus for helium migration. We recently announced the completion of a multispectral satellite spectroscopy study over our entire 4,512km2 licence area, which has identified abundant near surface helium anomalies and we are currently running an ERT survey over selected targets which will contribute significantly to our understanding of potential shallow helium plays within the top 200m of the Rukwa basin.

The Company continues to be well funded. During the year under review, Helium One completed two oversubscribed fundraises. The first raised $7.8 million when the Company listed last December and the second was in April, raising a further $13.8 million. As at 31 December 2021, the Company had cash balances totaling $9.7 million leaving Helium One well financed to deliver the planned Phase Two exploration programme.

During the year, the Company has considerably strengthened the team both at a Board level and at an operational management level. For our listing we put together a highly experienced Board with considerable operational, African, and financial expertise. Helium One also appointed David Minchin as CEO in November 2020 to aggressively drive Company activities forward post-listing. Over the past twelve months we have further strengthened the operational and technical teams with the addition of Lorna Blaisse as Principal Geologist, Colin Ivory as COO, Chris Eyre as CFO, Mark Beeson as Consultant Geophysicist, Mike Williams as Senior Well Engineer, Owen Hughes as Senior Operations Geologist and Sam Girling as Principal Geophysicist - all of whom have considerable experience in successful gas exploration. This seasoned group of professional gas exploration experts cover a range of crucial duties that significantly adds to the intellectual resource of the Company and generates a great deal of confidence in run work going forward.

I would like to take this opportunity to thank the Board and our staff for all their efforts and continued dedication in what has been an incredibly busy period for the Company. I would also like to thank the Government of Tanzania and the local communities in which we operate for their continued support which has enabled the Company to advance its operations at such a dramatic pace. We look forward to continuing our work with them in the year ahead, and to delivering our Phase II programme.

Finally, I would like to thank all our shareholders for their continued commitment and support. We believe that information gained from our 2021 drilling campaign in the field in Rukwa, as well as the work underway in our Phase II programme assists in de-risking our planned 2022 drilling effort. This combined information, along with the knowledge base of our expanded team of experienced gas professionals will allow us to run an efficient drilling programme in 2022 with the maximum chance of success.

Ian Stalker

Non-Executive Chairman

Chief Executive's Statement

Introduction

Having joined Helium One as CEO in November 2020 I am delighted to be reporting the Company's, as well as my own, first Report and Accounts and operational update.

I joined the Company at a pivotal time for Helium One. The last year has been a transformational as well as immensely busy time for the Company: we not only successfully listed on AIM in December 2020, in an oversubscribed placing, but also delivered our maiden drilling programme and as a consequence significantly de-risked the Rukwa Basin in Tanzania for on-going helium exploration.

Operational update

The period to 30 June 2021 was a very busy period operationally for the Company as the exploration programme at its flagship Rukwa project commenced.

Rukwa Exploration Programme

In mid-February of this year, Helium One commenced an infill 2D seismic campaign consisting of 150 line kilometres of seismic acquisition, targeting shallow trap structures identified from historic seismic and gravity data. Closely spaced infill seismic data focused on areas of known prospectivity to provide greater clarity over subsurface structures which Helium One believe to have the highest chances of successfully discovering helium. 

Data acquisition commenced in mid-March, and, following encouraging early results, the decision was made to extend the seismic campaign with the acquisition of an additional 50 line kilometres of 2D seismic. Additional lines targeted several new and high priority closures including Tai, Mbuni, Mamba, Chiruku and Itumbula.

Initial data interpretation upgraded and expanded the Tai prospect, which was originally poorly defined on legacy seismic data. New data identified a robust, faulted 3-way dip closure, encouraging the Company to commence drilling. 

Drilling commenced at Tai-1 on 12th June 2021. In late June the Company announced the presence of helium enriched gas in drilling mud (a "Gas Show") in the Lake-Bed Formation at circa 70 metres depth. Micro-Gas Chromatograph showed helium concentrations up to 22,084ppm (2.2%) He in gas recovered from drilling mud.

Subsequent to the period end, on 12th July the Company announced a further Gas Show in the Red Sandstone Group from 552 metres to 561 metres depth. Unfortunately, at that depth, drilling was suspended due to the parting of drill pipe in the midst of drilling the gas show. With the drilling contractor unable to recover the lost drill pipe from the hole, management took the decision to initiate a sidetrack (Tai-1A) at 483 meters.

On 11th August the Company announced the completion of exploration drilling at its maiden Tai-1A exploration well to a total depth (TD) of 1,121 metres. The well successfully identified helium shows within all three target formations, including five helium show intervals within the Karoo Group, as well as secondary targets in the Lake Bed Formation and Red Sandstone Group.

The uppermost Karoo was marked by a thick (130 metres) claystone sequence, demonstrating seal presence which is supported by the interpretation of the 2D seismic data. Wireline logging of the uppermost Karoo also indicated good reservoir potential with 15-20% porosities.

Unfortunately, due to poor downhole conditions, it was not possible to log the full Karoo sequence. Borehole washouts associated with interbedded sand-claystone sequences resulted in a series of ledges to develop in the wellbore. The wireline tools subsequently became hung-up on these ledges and, after several attempts to clean the hole, the Company was unable to progress the tools beyond 880 metres.

Without wireline data it was not possible for the Company to assess the helium gas-bearing potential of the deeper, thicker, reservoir intervals which had demonstrated helium shows in the main Karoo Group. As no free gas was identified, and due to safety concerns caused by the deteriorated hole conditions, no drill stem test was conducted, and no samples of brine or gas have been recovered to surface. 

Whilst Helium One is disappointed not to have identified free gas within the Karoo Group of Tai-1/-1A, data acquired from this well significantly enhances our understanding of the helium system in the Rukwa Rift Basin. By encountering helium shows in the Lake Bed Formation, Red Sandstone Group and Karoo Group, combined with petrophysical analysis confirming the presence of a seal and demonstrating good reservoir potential, we are encouraged that we have identified a working helium system in the Rukwa Rift Basin.

The Company subsequently spudded the Tai-2 exploration well on 17th August 2021. The well, which was completed in late August 2021 without identifying helium gas, provided further valuable information on shallow trapping potential. The well targeted the continuation of a 2.2% helium show identified in a sandstone interval at 70.5 metres in Tai-1: a high-grade gas show which potentially indicates free gas in the subsurface. Wireline logging of Tai-2 demonstrated continuous clay over this interval, suggesting that the reservoir in Tai-1 pinched out against 'normal' siliciclastic clay which provided both vertical and lateral seal and opens the potential for 'shallow' type gas targets.

Operations at the Rukwa project continued with the announcement on 1st November 2021 of the commencement of the Company's Phase II 2D Seismic campaign. The 200 line kilometre 2D seismic campaign targeted the northern extensions of known structural highs that act as a focus for helium charge. Following encouraging early results, the Company has decided to extend the survey with an additional 20 line kilometres of 2D Seismic to secure additional data over promising targets within the previously unsurveyed Momba area.

In January the Company announced the results of a Multispectral Satellite Spectroscopy ("MSS") study providing a heat-map for helium at surface across the Company's entire 4,500km2 licence area. The study identified abundant helium anomalies that indicate widespread helium charge and migration across Rukwa, Eyasi and Balangida Rift Basins. Phase II exploration continues with the commencement of an Electrical Resistivity Tomography ("ERT") survey over priority areas identified from Phase I and Phase II 2D seismic, as well as investigating surface helium anomalies identified in the MSS study.

Helium One remains well financed for the proposed exploration programme. By focusing on using various geophysical techniques to reduce geological risk and improve drill targeting, the Company remains committed to cost-effective exploration. Information from newly acquired 2D seismic, combined with information on surface helium anomalies, shallow resistivity anomalies, airborne gravity gradiometry, and knowledge of the helium system gained from Phase I drilling will assist in the prioritisation of leads and prospects to be tested in our 2022 drilling campaign.

Funding

On 4 December 2020 the Company was successfully admitted to trading on the AIM board of the London Stock Exchange. At the same time the Company raised gross proceeds of $7.8 million from investors and certain existing Shareholders through the Placing and Subscription to fund its proposed exploration programme on the Rukwa Project and general working capital.

On 16 April 2021 the Company raised gross proceeds of $13.8 million through a heavily oversubscribed subscription and placing of 100,000,000 Ordinary Shares at £0.10per share with institutional and other investors to fund continued fast-track exploration and development programme at the Company's Rukwa Project.

During the period a total of 14,364,191 warrants were exercised for gross proceeds of $845,092.

The Directors have prepared cash flow forecasts for a period of 12 months from the date of signing these financial statements and are confident that current capital projects are funded and have a reasonable expectation that they could secure further funding, if needed, to fund additional capital projects. The Directors therefore consider it appropriate to prepare the financial statements on a going concern basis. 

Financial results for the year ended 30 June 2021

For the year to 30 June 2021 the Group recorded a total comprehensive loss attributable to shareholders of the Company of $5,155,028 an increase compared with $2,257,729 for the year to 30 June 2020. The largest contributor to the total comprehensive loss was the impairment loss of $2,277,196 on the Amalgamation with the Attis group as detailed in note 11 to the financial statements.

The Group's net assets as at 30 June 2021 were $28,536,258 in comparison with $7,783,836 at 30 June 2020. The increase is due to increased exploration assets as a result of the capitalisation of exploration expenditure during the year, the additional capital raise during April 2021 and the exercise of share warrants issued by the Company in previous years. At 31 December 2021, the Group cash position was approximately $9.7 million.

Outlook

Helium remains an irreplaceable technology commodity in supply crisis: Helium One has a potentially globally significant asset which can help resolve this crisis. The year ahead promises to be a busy period for the Company, however Helium One is in a strong position to deliver another ambitious exploration programme. We are well financed with a strong management team and a clear focus as we commence the next phase our exploration programme to deliver a discovery at Rukwa.

I would like to take this opportunity to thank all our staff who have worked so tirelessly this year in delivering our maiden exploration programme as well as the local communities and the Government ministries that have continued to work with us and support us and enabled us to continue to drive our programme forward. Lastly, I would also like to thank all our shareholder for their continued support and look forward to providing further updates as we progress our phase II exploration programme.

David MinchinChief Executive Officer14 February 2022

Independent auditor's report to the members of Helium One Global Limited

Opinion

We have audited the financial statements of Helium One Global Limited (the 'group') for the year ended 30 June 2021 which comprise the Consolidated Statement of Profit or Loss and Other Comprehensive Income, the Consolidated Statement of Financial Position, the Consolidated Statement of Changes in Equity, the Consolidated Statement of Cashflows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union.

In our opinion, the group financial statements:

· give a true and fair view of the state of the group's affairs as at 30 June 2021 and of its loss for the year then ended; and

· have been properly prepared in accordance with IFRSs as adopted by the European Union.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors' assessment of the group's ability to continue to adopt the going concern basis of accounting included a review of the forecast financial information prepared by management, a review of management's assessment of going concern, and post year end information, including contracted and committed expenditure.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Our application of materiality

The scope of our audit was influenced by our application of materiality. The quantitative and qualitative thresholds for materiality determine the scope of our audit and the nature, timing and extent of our audit procedures. Group materiality for the financial statements as a whole was US$570,000 (2020: $624,000) based on 2% of net assets. Performance materiality was US$399,000 (2020: US$463,800). We consider the key benchmark for the group to be net assets, given that current and potential investors will be most interested in the recoverability of the exploration and evaluation assets together with the level of cash resources available to further develop these assets. In addition, using the net assets as the basis ensures we take into account the accumulated losses of the group.

For each component in the scope of our group audit, we allocated a materiality that is less than our overall group materiality. The range of materiality allocated across components was between US$2,000 and US$127,000. Certain components were audited to a local statutory audit materiality that was also less than our overall group materiality.

We agreed with the audit committee that we would report to the committee all audit differences identified during the course of our audit in excess of $28,500 (2020: $31,200). There were no misstatements identified during the course of our audit that were individually, or in aggregate, considered to be material.

Our approach to the audit

In designing our audit, we determined materiality and assessed the risk of material misstatement in the financial statements. In particular, we looked at areas involving significant accounting estimates and judgement by the directors, such as the carrying value of assets, and considered future events that are inherently uncertain. We also addressed the risk of management override of internal controls, including evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.

A full scope audit was performed on the complete financial information of the group's operating components located in BVI and Tanzania, with the group's key accounting function for all being based in South Africa. The operating entities in Tanzania were subject to a full scope of audit by a component auditor. We reviewed component audit working papers electronically. In addition to this, significant components were subject to audits under our direction and supervision. The key balance held within all significant components relates to the exploration and evaluation intangible assets. As such, the valuation and recoverability of these assets is considered to be a significant risk and has been determined to be a key audit matter.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.  

Other information

The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Responsibilities of directors

As explained more fully in the Report of Directors, the directors are responsible for the preparation of the group financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the group financial statements, the directors are responsible for assessing the group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

· We obtained an understanding of the group and the sector in which it operates to identify laws and regulations that could reasonably be expected to have a direct effect on the financial statements. We obtained our understanding in this regard through discussions with management and industry experience. We also selected a specific audit team based on experience with auditing entities within this industry facing similar audit and business risks.

· We determined the principal laws and regulations relevant to the group in this regard to be those arising from:

o BVI Business Companies Act 2004

o AIM Rules

o The Bribery Act 2010

o Anti Money Laundering Legislation

o Local tax laws and regulations

o Health and Safety Law

o IFRSs as adopted by the European Union

o Tanzanian mining regulations

· We designed our audit procedures to ensure the audit team considered whether there were any indications of non-compliance by the group with those laws and regulations. These procedures included, but were not limited to:

o Making enquiries of management;

o A review of Board minutes;

o Ensuring adherence to the terms within the exploration permits, including environmental conditions;

o A review of legal ledger accounts;

o A review of RNS announcements.

· As in all of our audits, we addressed the risk of fraud arising from management override of controls by performing audit procedures which included but were not limited to: the testing of journals, reviewing accounting estimates for evidence of bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the company's members, as a body, in accordance with our letter of engagement dated 13 August 2021. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone, other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Alistair Roberts (Engagement Partner) 15 Westferry Circus

For and on behalf of PKF Littlejohn LLP Canary Wharf

Registered Auditor London E14 4HD

14 February 2022

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

For the year ended 30 June 2021

The accounting policies and notes form part of these consolidated financial statements.

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 30 June 2021

The accounting policies and notes form part of these consolidated financial statements.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the year ended 30 June 2021

The accounting policies and notes form part of these consolidated financial statements.

CONSOLIDATED CASH FLOW STATEMENT

For the year ended 30 June 2021

Major non-cash transactions:

On 4 December the Company acquired all the assets and liabilities of the Attis Group for a total consideration of $2,299,416 via the issue of 62,281,048 ordinary shares in the Company (see note 11). Other significant non-cash transactions are as detailed in the Share premium note 18 and Share-based payments in note 19.

The accounting policies and notes form part of these consolidated financial statements.

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 30 June 2021

1. General Information

The principal activity of Helium One Global Limited (the 'Company') (formerly Helium One Limited) and its subsidiaries (together the 'Group') is the exploration and development of helium gas resources. The Company is incorporated and domiciled in the British Virgin Islands. The address of its registered office is P.O Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands. The Company is exempt from preparing separate parent company financial statements for the year ended 30 June 2021 in line with BVI Business Companies Act 2004.

Following amalgamation with Attis Oil and Gas ("Attis") as approved at the Extraordinary General Meeting held on the 25th of November 2020, the Company's ordinary shares were admitted to trading on the Alternative Investment Market (AIM) of the London Stock Exchange under the ticker 'HE1'.

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 currencies of its subsidiaries are the US dollar, because the majority of their transactions by value are in US dollars.

The presentational currency of the Group for year ended 30 June 2021 is US dollars. The presentational currency is an accounting policy choice.

3. Summary of Significant Accounting policies

The principal accounting policies that have been used in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied unless otherwise stated.

Basis of preparation

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) and IFRS Interpretations Committee (IFRS IC) interpretations as adopted by the European Union applicable to companies under IFRS and in accordance with AIM Rules. The financial statements are prepared on the historical cost basis or the fair value basis where the fair valuing of relevant assets or liabilities has been applied.

The preparation of financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and factors that are believed to be reasonable under the circumstances, the results of which form the basis of making judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Changes in accounting estimates may be necessary if there are changes in the circumstances on which the estimate was based, or as a result of new information or more experience. Such changes are recognised in the period in which the estimate is revised.

New and amended standards adopted by the Group

There were no new or amended accounting standards that required the Group to change its accounting policies

for the year ended 30 June 2021.

New Accounting Standards issued but not yet effective

The standards and interpretations that are relevant to the Group, issued, but not yet effective, up to the date of the Financial Statements are listed below. The Group intends to adopt these standards, if applicable, when they become effective.

The Directors have evaluated the impact of transition to the above standards and do not consider that there will be a material impact on the Group's results or shareholders' funds.

Basis of consolidation

Subsidiaries

Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and could affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases.

The investments in subsidiaries held by the Company are valued at cost less any provision for impairment that is considered to have occurred, the resultant loss being recognised in the income statement.

The consolidated financial statements incorporate the financial statements of the Company and its subsidiaries up to 30 June 2021.

Transactions eliminated on consolidation

Intra-group balances and transactions, and any unrealized 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

Foreign currency transactions

Transactions in foreign currencies are translated into the respective functional currencies of Group companies at the exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rate at the reporting date. Non-monetary assets and liabilities that are measured at fair value in a foreign currency are translated into the functional currency at the exchange rate when the fair value was determined. Non-monetary items that are measured based on historical cost in a foreign currency are translated at the exchange rate at the date of the transaction. Foreign currency differences are recognised in profit or loss and presented on the statement of comprehensive income.

However, foreign currency differences arising from the translation of the following items are recognised in OCI:

- An investment in equity securities designated as at FVOCI (except on impairment, in which case foreign currency differences that have been recognised in OCI are reclassified to profit or loss).

- A financial liability designated as a hedge of the net investment in a foreign operation to the extent that the hedge is effective.

Foreign operations

The assets and liabilities of foreign operations and fair value adjustment arising on acquisition, are translated into United States Dollars at the exchange rates at the dates of the transactions. Foreign currency differences are recognised in OCI and accumulated in the translation reserve, except to the extent that the translation difference is allocated to OCI. When a foreign operation is disposed of in its entirety or partially such that control, significant influence or joint control is lost, the cumulative amount in the translation reserve related to that foreign operation is reclassified to profit or loss as part of the gain or loss on disposal.

If the Group disposes of part of its interest in a subsidiary but retains control, then the relevant proportion of the cumulative amount is reattributed to OCI. When the Group disposes of only part of an associate or joint venture while retaining significant influence or joint control, the relevant proportion of the cumulative amount is reclassified to profit or loss.

Going concern

The consolidated financial statements have been prepared on a going concern basis. The Group's assets are not generating revenues, an operating loss has been reported for the year ended 30 June 2021. The directors' have prepared financial projections and cash flow forecasts covering a period of at least twelve months from the date of approval of these financial statements showing that the Group will have sufficient available funds to meet its contracted and committed expenditure (Note 24). The directors are confident that current capital projects and working capital requirements are funded and have a reasonable expectation that they could secure additional funding, when needed, to fund additional capital projects. During the year, the company successfully raised approximately $21.6 million funds and going forward, directors are confident that similar level of funding can be raised as required.

The impact of Covid 19 on future performance and therefore on the measurement of some assets and liabilities or on liquidity might be significant and might therefore require disclosure in the financial statements, but management has determined that they do not create a material uncertainty that casts significant doubt upon the company's ability to continue as a going concern.

It is the prime responsibility of the Board to ensure the Group remains a going concern. On 31 December 2021, the Group has cash and cash equivalents of $9.7 million and no borrowings.

Based on their assessment, the Directors have a reasonable expectation that the Group will be able to continue in operational existence for the next 12 months and continue to adopt the going concern basis of accounting in preparing these Financial Statements.

Cash and cash equivalents

Cash includes petty cash and cash held in current bank accounts. Cash equivalents include short-term investments that are readily convertible to known amounts of cash and which are subject to insignificant risk of changes in value.

Property, plant, and equipment

Property, plant, and equipment are stated at cost, less accumulated depreciation, and any provision for impairment losses.

Depreciation is charged on each part of an item of property, plant, and equipment to write off the cost of assets less the residual value over their estimated useful lives, using the straight-line method. Depreciation is charged to the income statement. The estimated useful lives are as follows:

Office equipment - 2 years

There was no depreciation charge for the Field equipment in the year as this is fully depreciated in the financial year ended 30 June 2019.

Expenses incurred in respect of the maintenance and repair of property, plant and equipment are charged against income when incurred. Refurbishments and improvements expenditure, where the benefit is expected to be long lasting, is capitalised as part of the appropriate asset.

An item of property, plant and equipment ceases to be recognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on cessation of recognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the income statement in the year the asset ceases to be recognised.

Intangible assets - Exploration and Evaluation assets

The Group applies the full cost method of accounting for Exploration & Evaluation ('E&E') costs, having regard to the requirements of IFRS 6 Exploration for and Evaluation of Mineral Resources. Under the full cost method of accounting, costs of exploring for and evaluating mineral resources are accumulated by reference to appropriate cost centres being the appropriate licence area and /or licence areas held under licence agreements. A licence agreement grants the right to explore and evaluate mineral resources, and to acquire the licenses 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 point at which a determination is made as to whether commercial reserves exist.

The aggregate carrying value is compared against the expected recoverable amount, by reference to the present value of future cash flows expected to be derived from production of commercial reserves.

When a licence or pool of licences is abandoned or there is no planned future work, the costs associated with the respective licences are written off in full.

Any impairment loss is recognised in profit and loss and separately disclosed.

The Group considers each licence, or where appropriate pool of licences, separately for purposes of determining whether impairment of E&E assets has occurred.

Impairment

All capitalised exploration and evaluation assets and property, plant and equipment are monitored for indications of impairment. Where a potential impairment is indicated, assessment is made for the group of assets representing a cash generating unit.

In accordance with IFRS 6 the Group firstly considers the following facts and circumstances in their assessment of whether the Group's exploration and evaluation assets may be impaired, whether:

- the period for which the Group has the right to explore in a specific area has expired during the period or will expire in the near future, and is not expected to be renewed;

- unexpected geological occurrences render the resource uneconomic;

- a significant fall in realised prices or oil and gas price benchmarks 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 asset's or cash-generating unit's recoverable amount exceeds its carrying amount. A reversal of impairment loss is recognised in the profit or loss immediately.

Provisions

A provision is recognised in the Statement of Financial Position when the Group or Company has a present legal or constructive obligation because of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation. If the effect is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability.

Taxation

There is no current tax payable in view of the losses incurred to date.

Deferred income taxes are calculated using the Statement of Financial Position liability method on temporary differences. Deferred tax is provided on the difference between the carrying amounts of assets and liabilities and their tax bases. However, deferred tax is not provided on the initial recognition of goodwill or on the initial recognition of an asset or liability unless the related transaction is a business combination or affects tax or accounting profit. Deferred tax on temporary differences associated with shares in subsidiaries and joint ventures is not provided if reversal of these temporary differences can be controlled by the Company and it is probable that reversal will not occur in the foreseeable future. In addition, tax losses available to be carried forward as well as other income tax credits to the Company are assessed for recognition as deferred tax assets.

Deferred tax liabilities are provided in full, with no discounting. Deferred tax assets are recognised to the extent that it is probable that the underlying deductible temporary differences will be able to be offset against future taxable income. Current and deferred tax assets and liabilities are calculated at tax rates that are expected to apply to their respective period of realisation, provided they are enacted or substantively enacted at the Statement of Financial Position date.

Changes in deferred tax assets or liabilities are recognised as a component of tax expense in the income statement, except where they relate to items that are charged or credited directly to equity, in which case the related current or deferred tax is also charged or credited directly to equity.

Inventory

Inventory is valued at the lower of cost and net realisable value. The cost of inventories is based on the cost of the consumable and cost of transport to the site where stored. Net realisable value is estimated selling price in the ordinary course of business, less costs related to selling the inventory.

For other inventories, cost is determined on a weighted average basis (for fuel and chemicals) or a specific identification basis (for spares and supplies), including the cost of direct material and (where applicable) direct labour and a proportion of overhead expenses. Items are classified as spares and supplies inventory where they are either standard parts, easily resalable or available for use on non-specific campaigns, and as intangible exploration and evaluation assets where they are specific parts intended for specific projects. Net realisable value is determined by an estimate of the price that could be realised through resale or scrappage based on its condition at the balance sheet date.

Equity

Equity comprises the following:

1. "Share premium" represents the total value of equity shares issued (there is no par value) net of expenses of the share issues.

2. "Other reserves" includes the following:

a. the "Merger reserve" arose on the acquisition of CJT Ventures Limited. There have been no movements in the reserve since acquisition.

b. the "Share option reserve" represent the fair values of share options and warrants issued and

c. the "Foreign exchange reserve" represents the cumulative translation difference on the net assets of the subsidiaries

3. "Retained reserves" include all current and prior year results, including fair value adjustments on financial assets, as disclosed in the consolidated statement of comprehensive income.

Share Issue Costs

Incremental costs directly attributable to the issue of ordinary shares are recognised as a deduction from equity.

Share-based payments

The Company awards share options to certain Company 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 is measured at their fair values in accordance with IFRS 2. Where employees are rewarded using share-based payments, the fair values of employees' services are determined indirectly by reference to the fair value of the instrument granted to the employee.

The fair value is appraised at the grant date and excludes the impact of non-market vesting conditions. Fair value is measured by use of the Black Scholes model. The expected life used in the model has been adjusted, based on management's best estimate, for the effects of non-transferability, exercise restrictions, and behavioural considerations. All equity-settled share-based payments are recognised as an expense in the income statement with a corresponding credit to "other reserves."

If vesting periods or other non-market vesting conditions apply, the expense is allocated over the vesting period, based on the best available estimate of the number of share options expected to vest. Estimates are subsequently revised if there is any indication that the number of share options expected to vest differs from previous estimates. Any cumulative adjustment prior to vesting is recognised in the current period. No adjustment is made to any expense recognised in prior years if share options exercised are different to that estimated on vesting. Upon exercise of share options, the proceeds received net of attributable transaction costs are credited to share premium.

A gain or loss is recognised in profit or loss when a financial liability is settled through the issuance of the Company's own equity instruments. The amount of the gain or loss is calculated as the difference between the carrying value of the financial liability extinguished and the fair value of the equity instrument issued.

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 IFS 9. Therefore, the Group does not track changes in credit risk, but rather recognises a loss allowance based on the financial asset's lifetime expected credit losses at each reporting date.

A financial asset is impaired if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset, and that loss event(s) had an impact on the estimated future cash flows of that asset that can be estimated reliably. The Group assesses at the end of each reporting period whether there is objective evidence that a financial asset, or a group of financial assets, is impaired.

The criteria that the Group uses to determine that there is objective evidence of an impairment loss include:

· Significant financial difficulty of the issuer or obligor;

· A breach of contract, such as a default or delinquency in interest or principal repayments;

· The Group, for economic or legal reasons relating the borrower's financial difficulty, granting the borrower a concession that the lender would not otherwise consider; and

· It becomes probable that the borrower will enter bankruptcy or other financial reorganisation.

The Group first assesses whether objective evidence of impairment exists.

The amount of the loss is measured as the difference between the asset's carrying amount and the present value of estimated future cash flow (excluding future credit losses that have not been incurred), discounted at the financial asset's original effective interest rate. The asset's carrying amount is reduced and the loss is recognised in profit or loss.

If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised (such as an improvement in the debtor's credit rating), the reversal of the previously recognised impairment loss is recognised in profit or loss.

Financial liabilities at amortised cost

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-currently liabilities.

Trade payables are recognised initially at fair value, and subsequently measured at amortised cost using the effective interest method.

Other financial liabilities are initially measured at fair value. They are subsequently measured at amortised cost using the effective interest method.

Financial liabilities are de-recognised when the Group's contractual obligations expire or are discharged or cancelled.

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 12)

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 metal prices, anticipated resource volumes and supply and demand outlook. As of 30 June 2021 total exploration and evaluation costs capitalised amounted to $13,061,285 (2020: $7,942,967).

Tax receivable (see Note 15)

At 30 June 2021, the Group recognised an amount of $584,702 (2020 $297,405) within other receivables which relate to VAT receivable. The amount is subject to being recoverable once a subsidiary of the Group becomes revenue generating. The Directors believe that the amount will be recovered in full and therefore have not recognised any impairment to the carrying value of this amount.

Share based payment (see Note 19)

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 charge on issuing 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. Changes to these inputs may impact the related charge.

Accounting for acquisitions and fair value (see Note 11)

Acquisitions are accounted for at fair value. The assessment of fair value is subjective and depends on a number of assumptions. These assumptions include assessment of discount rates, and the amount and timing of expected future cash flows from assets and liabilities. In addition, the selection of specific valuation methods for individual assets and liabilities requires judgment. The specific valuation methods applied will be driven by the nature of the asset or liability being assessed. The consideration given to a seller for the purchase of a business or a company is accounted for at its fair value. When the consideration given includes elements that are not cash, such as shares or options to acquire shares, the fair value of the consideration given is calculated by reference to the specific nature of the consideration given to the seller.

5. Segment information

Management has determined the operating segments based on reports reviewed by the Board of Directors that are used to make strategic decisions. During the period the Group had interests in two key geographical segments, being the British Virgin Islands and Tanzania. Activities in British Virgin Islands is limited to corporate management as well as desktop exploration costs whilst activities in Tanzania relates to operations and exploration.

Segment assets and liabilities are allocated based on geographical location.

6. Expenses by nature breakdown

During the year the Group obtained the following services from their auditors:

7. Directors and Employees

Wages and salaries include amounts that are recharged between subsidiaries. Some of these costs are then capitalised as exploration and evaluation assets and others are administration expenses.

The share-based payments comprised the fair value of warrants and options granted to directors and employees in respect of services provided.

Apart from the directors, the Group only had one employee during the year (2020: Nil).

David Minchin is a full time CEO from 01 December 2020 and Russel Swarts has been employed on a full-time basis since 01 June 2021. The other directors provided professional services as required on a part-time basis. Details of Directors' remuneration are disclosed below.

7.1 Directors' remuneration

*1 Joshua Bluett's shares were held indirectly by Archean Pty Ltd

*2 Chukwuemeka Obiora Okwuosa's shares were held indirectly by Comek Petrogas Limited

*3 Ian Stalker's shares were held indirectly by Promaco Limited

*4 Thomas Reynolds's shares were held indirectly by Solo Oil Plc

*5 Robin Birchall's share options were held indirectly by Bluey Invest (Barbados) Inc

*6 Neil Herbert resigned on 30 June 2020

*7 Jeffrey Clarke resigned on11 June 2020

*8 Jonathan Taylor resigned on 30 June 2020

*9 Robin Birchall was appointed on 24 January 2020

*10 Russel Swarts was appointed on 5 June 2020

*11 Joshua Bluett resigned on 2 November 2020

*12 Chukwuemeka Obiora Okwuosa resigned on 2 November 2020

*13 Thomas Reynolds resigned on 2 November 2020

 14 James Smith was appointed on 15 October 2020

15 Sarah Cope was appointed on 4 December 2020

16 David Minchin was appointed on 2 November 2020

The bonus payments were agreed to be paid at the 9 April 2021 Board meeting for the additional work carried out by the directors for the year ended 30 June 2021.

The Directors of the Group are considered to be Key Management Personnel. No director was paid pension benefits in either year and there are no post-employment benefits, other long-term benefits or termination benefits outstanding.

8. Finance Costs

Finance charges arise on the redemption of Convertible loan notes (see note 20) which carried a 10% interest rate per annum.

9. Taxation

No tax charge or credit arises from the loss for the year.

The tax rate used is a weighted average of the standard rate of corporation tax in the BVI being 0% 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 $2,318,260 (2020: $ 1,916,585) 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:

Earnings 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 share 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. Asset Acquisition

On 5 November 2020, the Company, and Attis entered into the "Amalgamation Agreement" whereby a wholly owned subsidiary of the Company, Helium One Treasury Limited agreed to acquire all of the assets and liabilities of Attis. This was completed on 4 December 2020, when the Company acquired 100% of the share capital of Attis for the total consideration of $2,299,416. This was satisfied by the issue of 62,281,048 new Ordinary Shares to the Attis sellers at a price of $0.0369 per Ordinary Share. The fair value of the ordinary shares issued as part of the consideration was based on the IPO share price on "Amalgamation".

Attis' primary activities at the date of acquisition was the investment and development in oil and gas exploration and production. The Amalgamation was undertaken for several reasons. The association with Attis has provided invaluable introductions to investors for Convertible Loan Notes and the Amalgamation. It also provided the Company with access to and the benefit of Attis' shareholders, many of whom have been supportive and have participated in the Amalgamation. The Attis shareholders may also contribute towards additional liquidity in the trading of the Company's shares in the future. Helium One also received the benefit of Attis' cash balances which were used to pay some of the costs associated with Admission, leaving the majority of new money raised at Admission to be used for the Company's work programme. 

The following table summarises the fair value of assets acquired and liabilities assumed as the acquisition date:

Under IFR3, a business must have 3 elements: inputs, processes, and outputs. Following the disposal of the Austin Field assets in August 2020, Attis became an AIM Rule 15 cash shell. Attis did not have title to licenses or intangible or tangible assets and held only cash balances and payables. These could not be considered inputs given that Attis was a cash shell. Attis had no processes to produce outputs and had no infrastructure or assets that could produce outputs. Therefore, the Directors' conclusion was that the transaction was an asset acquisition and not a business combination. There was no fair value adjustment required as Attis had no intangible or tangible assets to uplift.

Therefore, the Group is required to recognise an impairment for the difference between the Fair Value of Consideration Paid and the Fair Value of the Net Assets acquired. This amounts to an impairment of $2,277,196 to the cost of the investment which has been recognised in the Statement of comprehensive income in the current year.

The total amount of the amalgamation related costs expensed by the group was $942,185 ($346,821 of this was settled in shares). These costs have been recognised in administrative expenses within the Statement of Comprehensive Income. The cost includes external legal, consulting and accounting cost incurred compiling the documentation required by the Registrar and other bodies and the performance of due diligence activities and have been taken to expense in the year under review.

During the period since acquisition, and excluding the impairment mentioned above, Attis contributed a loss of $301,721 to the Group. If the acquisition of Attis had occurred on 1 July 2020, the consolidated pro-forma loss for the year would have been $27,055,268.

12. Intangible Assets

Intangible assets comprise exploration and evaluation costs capitalised as at 30 June 2021 and 2020, less impairment.

Exploration projects in Tanzania are at an early stage of development and no resource estimates are available to enable value in use calculations to be prepared. 

In accordance with IFRS 6, the Directors undertook an assessment of the following areas and circumstances that could indicate the existence of impairment which included the following:

- The Group's right to explore in an area has expired or will expire soon without renewal.

- No further exploration or evaluation is planned or budgeted for.

- A decision has been taken by the Board to discontinue exploration and evaluation in an area due to the absence of a commercial level of reserves; and

- Sufficient data exists to indicate that the book value will not be fully recovered from future development and production.

Following their assessment, the Directors concluded that no impairment charge was necessary for the year ended 30 June 2021 (2020: $Nil).

13. Property, Plant and Equipment

The Group's property, plant and equipment are free from any mortgage or charge.

14. Inventory

Inventory comprises drill rods and drilling chemicals used in the current drilling campaign.

15. Trade and other receivables

Non-current other receivables are as follows:

In the prior year, VAT receivable was reclassified as non-current as VAT will only become receivable upon the Group being revenue generating. This is not estimated to occur in the next 12-month period. Non-current receivables were not discounted as the balance, as well as any impact of discounting, is considered to be immaterial to the financial statements.

Current trade and other receivables are as follows:

16. Cash and cash equivalents

The Group's cash at bank is held with two listed international banking institutions.

17. Trade and other payables

During the year (July and October 2020), the Company issued a further $750,000 Convertible Loan Notes ("CLNs") to fund working capital. These carried accrued interest, due at a rate of 10% per annum, to be converted at Admission at a 30% discount to the Placing Price.

In the prior year (March 2020), the Company issued CLNs to the total value of $50,000.

During the year Company converted the full outstanding amount of the CLNs by issuing 31,877,193 of ordinary new shares.

18. Share premium

Reconciliation to balance of share premium as stated in the statement of financial position

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 30 August 2019, The Company issued 1,970,000 new ordinary shares in the Company at a price of $0.10 per share in lieu of fees for a total value of $197,000.

(2) On 30 August 2019, The Company issued 414,286 new ordinary shares in the Company at a price of $0.14 per share in lieu of fees for a total value of $58,000.

(3) On 30 August 2019, The Company issued 8,300,000 new ordinary shares in the Company at a price of $0.10 per share in lieu of fees for a total value of $830,000.

(4) On 14 January 2020, The Company issued 12,610,899 new ordinary shares in the Company at a price of $0.10 per share for gross proceeds of $1,261,089 and costs of $7,815 - net $1,253,274

(5) On 14 January 2020, The Company issued 11,111,110 new ordinary shares in the Company at a price of $0.09 per share as part of the conversion of a Convertible Loan Note for a total value of $1,000,000.

(6) On 14 January 2020, The Company issued 27,200 new ordinary shares in the Company at a price of $0.10 per shares in lieu of fees for a total value of $2,720.

(7) On 24 January 2020, The Company issued 1,000,000 new ordinary shares in the Company at a price of $0.10 per share in lieu of fees for a total value of $100,000.

(8) On 24 January 2020, The Company issued 1,805,000 new ordinary shares in the Company at a price of $0.10 per share in lieu of fees for a total value of $180,500.

(9) On 9 September 2020, the Company issued 985,712 new ordinary shares at a price $0.035 per share in lieu of directors fees for a total value of $34,500.

(10) On 9 September 2020, the Company issued 18,000 new ordinary shares at a price of $0.10 per share for a total value of $1,800.

(11) On 9 September 2020, the Company issued 4,000,000 new ordinary shares at $0.025 per share to John Bolitho for a total value of $100,000 to raise funds for the Company.

(12) On 2 December 2020, the Company issued 12,514,349 new ordinary shares to consultants and advisors in lieu of cash settlement for part of the services provided to the Company in relation to the "Amalgamation" with a total value of $462,030.

(13) On 2 December 2020, the Company issued 29,008,239 new ordinary shares at 2.84p (rather than at a 30% discount to 2.84p see issue 16 below for share correction) per share for the Conversion of Loan Notes for a value of $823,836.

(14) On 2 December 2020, the Company raised gross proceeds of £6,000,000 ($7,800,000) through the placing of 211,267,597 new ordinary shares at 2.84p per share as part of the "Placing Agreement".

(15) On 2 December 2020, the Company issued 62,281,048 new ordinary shares as Consideration Shares to existing Attis shareholders pursuant to the terms of the Amalgamation for a value of $2,299,416.

(16) On 20 January 2021, the Company issued 2,868,954 new ordinary shares to correct an error in calculation of shares to be allotted on the conversion of the Convertible Loan Notes at Admission as issued on 2 December 2020. These additional shares were issued at a Nil value.

(17) On 16 April 2021, the Company raised gross proceeds of £10,000,000 ($13,800,000) through a fundraising placing of 100,000,000 new ordinary shares at 10p per share.

(18) On 27 April 2021, the Company issued 1,560,230 new ordinary shares in the Company for warrants exercised at a price of 2.84p to a service provider (Orana Corporate LLP) for a value of (£44,311) $61,597.

(19) On 4 May 2021, the Company issued 4,730,452 new ordinary shares in the Company for warrants exercised at a price of 2.84p to three service providers (Novum, Peterhouse and P Amuroso) for a value of (£134,981) $186,369.

(20) On 10 May 2021, the Company issued 3,891,115 new ordinary shares in the Company for warrants exercised at a price of 2.84p to Hannam, Oberon and Canaccord for a value of (£308,278) $434,672.

(21) On 21 May 2021, the Company issued 2,482,394, new ordinary shares in the Company for warrants exercised at a price of 2.84p to Pello for value of (£70,500) $99,404.

(22) On 27 May 2021, the Company issued 372,669 new ordinary shares in the Company at a price of 13.99p to a service provider for a value of (£52,136) $72,428.

(23) On 27 May 2021, the Company issued 1,000,000 new ordinary shares in the Company for nil cost options.

(24) On 7 June 2021, the Company issued 300,000 new ordinary shares in the Company for warrants exercised at a price of 2.84p to Bespoke for a value of (£8,520) $12,013.

(25) On 16 June 2021, the Company issued 400,000 new ordinary shares in the Company for warrants exercised at a price of 2.84p to Mr SP Lundy for a value of (£11,360) $16,037.

(26) On 23 June 2021, the Company issued 1,000,000 new ordinary shares in the Company for warrants exercised at a price of 2.84p to Scirocco for value of (£28,400) $35,000.

19. 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.

During the year, the Group established a share option scheme that entitles key management personnel to purchase shares at the market price of the shares at grant date. Currently, these schemes are limited to key management personnel and certain key contractors. The vesting conditions are as set out in the Report of the Directors. The share-based payments debited to the Share Premium account all related to warrants issued to Brokers in lieu of fees.

No warrants were granted during the year that were determined as equity instruments under IAS 32.

 The application of IFRS 2 gave rise to the following share-base payments:

The following table sets out the movements of warrants and options during the year:

The warrants and options outstanding at 30 June 2021 had an exercise price in the range of 0.04c to 0.32c (2020: range of 0.05c to 2.0c) and a weighted-average contractual life of 4.5 years (2020: 1 year).  The warrants exercised during the year were at an exercise price of (2.84 pence) $0.04 - see note 18 for further breakdown. 

The cancelled warrants in the year were all replaced with new warrants under the same terms but issued through the EMI share option scheme. No movement in reserves was recognised for this replacement.

The share price at the time of exercise of the warrants and options was an average of $0.28 (£0.20), ranging from $0.23-$0.32 (£0.16.3-£0.23).

Measurement of fair values on Equity-settled share-based payment arrangements

The fair value of the employee share options has been calculated using the Black-Scholes formula. Service and non-market performance conditions attached to the arrangements were not considered in measuring fair value.

The inputs used in the measurement of the fair values at grant date of the equity-settled share-based payments were as follows:

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:

* During the year the Board granted an extension of expiry for warrants issued 21 September 2016, 22 October 2016, 14 November 2016 and 3 March 2017, the expiration date was extended to 20 April 2023.

20. Other reserves

The merger reserve arose on the acquisition of CJT Ventures Limited. There have been no movements in the reserve since acquisition.

21. Financial Instruments

Capital risk management

The Group's objective when managing capital is to safeguard the entity's ability to continue as a going concern and develop its mineral exploration and development and other activities to provide returns for shareholders and benefits for other stakeholders.

The Group's capital structure comprises all the components of equity (all share capital, share premium, retained earnings when earned and other reserves). When considering the future capital requirements of the Group and the potential to fund specific project development via debt, the Directors consider the risk characteristics of the underlying assets in assessing the optimal capital structure.

The Group's activities expose it to a variety of financial risks: market risk (including foreign currency risk and price risk), credit risk and liquidity risk. The Group's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group's financial performance.

Fair value of financial instruments

The fair values of the Company's financial instruments on 30 June 2021 and 30 June 2020 did not differ materially from their carrying values.

The Group measures fair values using the following fair value hierarchy that reflects the significance of the inputs used in making the measurements:

- Level 1 fair value measurements are those derived from inputs other than quoted prices that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

- Level 2 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).

- Level 3 assets are assets whose fair value cannot be determined by using observable inputs or measures, such as market prices or models. Level 3 assets are typically very illiquid, and fair values can only be calculated using estimates or risk-adjusted value ranges.

Market Risk

Market risk arises from the Group's use of interest bearing and foreign currency financial instruments. It is the risk that future cash flows of a financial instrument will fluctuate because of changes in interest rates (interest rate risk), and foreign exchange rates (currency risk). No such instruments are held by the Group and therefore no risk has been identified.

Price Risk

Price risk arises from the exposure to equity securities arising from investments held by the Group. No such investments are held by the Group and therefore no risk has been identified.

Foreign Exchange Risk

The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the Pound sterling, US Dollar and Tanzanian Shilling. Foreign exchange risk arises from recognised monetary assets and liabilities, where they may be denominated in a currency that is not the Group's functional currency. While the Tanzanian Shilling has not depreciated since 31 March 2019 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. 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:

Credit Risk 

Credit risk is the risk that the Group will suffer a financial loss as a result of another party failing to discharge an obligation and arises from cash and other liquid investments deposited with banks and financial institutions. The Group considers the credit ratings of banks in which it holds funds to reduce exposure to credit risk. The Group will only keep its holdings of cash and cash equivalents with institutions which have a minimum credit rating of 'BBB.

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 Sterling. 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:

On the assumption that all other variables were held constant, and in respect of the Group's cash position, the potential impact of a 20% increase in the GBP: USD foreign exchange rate would not have a material impact on the Group's cash position and as such is not disclosed.

Liquidity Risk

Liquidity risk arises from the possibility that the Group and its subsidiaries might encounter difficulty in settling its debts or otherwise meeting its obligations related to financial liabilities. In addition to equity funding, additional borrowings have been secured in the past to finance operations. The Company manages this risk by monitoring its financial resources and carefully plans its expenditure programmes. Financial liabilities of the Group comprise trade payables which mature in less than six months.

Interest rate risk

The Group has no material exposure to interest rate risk.

22. Categories of financial instruments

In terms of financial instruments, these solely comprise of those measured at amortised costs and are as follows:

23. List of Subsidiaries

At 30 June 2021, the Group consists of the following subsidiaries: