Helium Ventures Plc - Strategic MOU Signed to Establish Bitcoin Treasury with NewQube Holdings Ltd

Highlights:

• Entered into a Memorandum of Understanding with NewQube Holdings Ltd (“NewQube”) to establish a Bitcoin treasury function with strategic objectives to:
  - accumulate material Bitcoin (“BTC”) holdings;
  - hold BTC as a long-term treasury reserve asset;
  - finance future acquisitions of BTC via equity, debt, and structured vehicles;
  - realise potential gains through selective divestments and reinvestments.

• Proposed Name Change:

A resolution will be put to shareholders to change the Company’s name to VaultZ Capital plc.

• Fundraise of £1.2 million:

The Company has raised approximately £1.2 million in cash, comprising £478,050 through the subscription of 23,902,500 new ordinary shares of 1 pence each (“Ordinary Shares”) at a price of £0.02 per share (“Subscription Price”) (“Subscription”) and £721,950 through a conditional subscription for 36,097,500 shares at the Subscription Price (“Conditional Subscription”), subject to shareholder approval at the upcoming General Meeting.

• Shares Issued for Advisory and Creditor Settlement:

Subject to shareholder approval, the Company will issue new Ordinary Shares in lieu of cash payments to certain advisors and consultants, and in settlement of liabilities.

Equity Fundraise and Related Party Transactions

The Company has raised gross proceeds of £478,050 through a subscription of 23,902,500 new Ordinary Shares at the Subscription Price (the “Subscription”). Additionally, the Company raised a further £721,950 subject to shareholder approval, through the Conditional Subscription for 36,097,500 new Ordinary Shares at the Subscription Price.

Charlie Wood, Non-Executive Director of the Company, has subscribed for 311,779 Ordinary Shares in the Subscription and 438,233 Ordinary Shares under the Conditional Subscription. The participation of Charlie Wood in the Subscription and the Conditional Subscription are related party transactions under Rule 4.6 of the AQSE Growth Market Access Rulebook. Fungai Ndoro, the independent director of Helium Ventures, confirms that the terms are fair and reasonable insofar as shareholders are concerned.

Following the Subscription, Charlie Wood will be interested in 3,161,779 Ordinary Shares, representing 6.61% per cent. of the Company’s enlarged issued share capital on Admission (as defined below), of which 1,250,000 Ordinary Shares are held by Orana.

Use of Proceeds:

The Company intends to utilise the £1.2 million raised through the Subscription and Conditional Subscription to advance its Bitcoin reserve strategy subject to shareholder approval at the General Meeting and general corporate activities.

MoU – NewQube Holdings Ltd

Helium Ventures plc has signed a MOU with NewQube, a Cayman Islands based specialist in providing institutional-grade Bitcoin and crypto-asset strategies, to establish a Bitcoin treasury function. This investment will be managed via a new special purpose vehicle, NQ InvestCo 2 (solely owned by Helium Ventures), to be renamed VaultZ Treasury, with NewQube appointed as Investment Manager. The entering into the formal agreement by the Company with NewQube and commencing investing into bitcoin related activities and investments is subject to shareholder approval at the forthcoming General Meeting.

Key Aims of the investment Include:

• Accumulating a significant position in Bitcoin through spot and derivatives markets.
• Holding Bitcoin as a long-term treasury reserve asset.
• Supporting acquisitions through a mix of equity, debt, and structured financing.
• Actively managing the reserve through selective divestments and reinvestments.

Under the terms of the MOU (binding, subject to contract):

• NewQube will receive 2,500,000 Ordinary Shares in Helium Ventures plc, conditional upon shareholder approval of the Bitcoin treasury function.
• A 0.5% annual management fee (based on assets under management) will commence 12 months after the initial Bitcoin acquisition.

The decision to propose an investment into a Bitcoin treasury vehicle reflects the Company’s belief in the long-term potential of the cryptocurrency market, particularly as it continues to gain traction among institutional and retail investors. By establishing this treasury function, the Company aims to provide shareholders with exposure to digital assets, diversify the Company’s investments and ultimately create value for our shareholders.

At the forthcoming General Meeting, the Company intends to seek shareholder approval to execute the proposed investment into the Bitcoin treasury function.

Various institutional investors and companies have begun to accumulate Bitcoin as part of their strategic reserves, highlighting its growing acceptance as a legitimate asset class. Strategy, a prominent American business intelligence firm, has made headlines by holding over 130,000 BTC, viewing it as a primary treasury reserve asset, which has significantly increased its market valuation. Tokyo-listed Metaplanet Inc. has accumulated over 5,000 BTC, achieving an impressive year-to-date treasury yield that surpasses 120 per cent. after establishing a dedicated U.S. subsidiary to bolster its reserves.

In a significant development in the realm of digital currencies, the U.S. government is exploring the possibility of adopting Bitcoin as a strategic reserve asset. This initiative reflects a growing recognition of Bitcoin's potential to enhance financial stability and diversify national reserves.

These examples collectively strengthen the Board's conviction that a Bitcoin treasury function has the potential to substantially increase shareholder value and serve as a hedge against inflation but also offer the potential for growth.

The Company intends to build material holdings of BTC over time, subject to the Company raising additional funds for future BTC acquisitions.

About NewQube (https://newqube.com/):

NewQube specialises in institutional-grade Bitcoin and crypto-asset strategies. The firm combines discretionary and systematic trading methodologies with robust risk management frameworks tailored for volatile and asymmetric asset classes. NewQube has deep expertise in navigating regulated exchanges and OTC venues, and partners with Tier 1 custodians offering insured, multi-signature cold storage solutions. The team includes professionals with backgrounds in quantitative trading, digital asset security, and hedge fund governance, ensuring compliance with global best practices in digital asset custody, trade execution, and capital preservation. Charlie Wood, Non-Executive Director of the Company, holds approximately 1% of the issued share capital of NewQube.

Risk Warning:

Bitcoin is a highly volatile digital asset. Investors should be aware that holding or trading cryptocurrencies involves substantial risk and should consult an independent financial adviser before making any investment decisions.

Proposed Change of Name to VaultZ Capital plc:

To reflect the Company’s strategic initiative, a resolution will be put to shareholders to change the Company’s name to VaultZ Capital plc.

Adviser and Consultancy Shares:

Subject to shareholder approval, the Company will issue 10,000,000 new Ordinary Shares at the Subscription Price to third-party consultants.

Creditor Settlement and Related Party Transaction:

Subject to shareholder approval, the Company will issue 10,748,150 new Ordinary Shares to settle historic liabilities of approximately £214,963. Directors and related parties that have participated in the Creditor Settlement are:

The participation of the directors and Orana constitutes a related party transaction under Rule 4.6 of the AQSE Growth Market Access Rulebook (the “Transaction”). As all of the Company's directors are participating in the Creditor Settlement, there are no directors independent of the Transaction and, as a consequence, are unable to confirm that the terms of the Transaction are fair and reasonable insofar as shareholders are concerned as is required pursuant to Rule 4.6. Consequently, Cairn Financial Advisers LLP, the Company’s AQSE Corporate Adviser confirms that it believes that the terms of the Transaction are fair and reasonable insofar as shareholders are concerned.

Portfolio Companies:

The Company continues to manage and assess its portfolio companies with a view to maximising value for shareholders.

1. 1. Vestigo Technologies Ltd (Trackimo Investment)

In October 2023, the Company acquired shares in Vestigo Technologies Ltd (trading as Trackimo), acquiring 1,032,407 A shares at £1.84 per share, representing a meaningful 19.36% equity stake. The investment was made on the basis of an independent third-party valuation. Trackimo continues to demonstrate solid commercial traction, delivering unaudited revenues of US$24.8 million and EBITDA of US$591,000 for the year ended 31 December 2024, in line with management expectations (source: Vestigo management accounts).

1. 2. Blue Star Helium Limited (ASX:BNL):

The Company holds 7,142,858 ordinary shares. Blue Star recently announced successful outcomes from a five-well drilling programme in the United States.

Admission and Total Voting Rights:

Application has been made for the 23,902,500 Subscription Shares to be admitted to trading on the AQSE Growth Market on or around 3 June 2025 (“Admission”) and will rank pari passu with the Ordinary Shares of the Company in issue.

Following Admission, the Company’s issued share capital will comprise 47,805,000 Ordinary Shares of 1p each, with each share carrying the right to one vote, therefore the total number of voting rights in the Company will be 47,805,000. This figure may be used by shareholders as the denominator for calculations by which they will determine if they are required to notify their interest in the Company, or a change to their interest in the Company, under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules..

General Meeting:

A General Meeting will be convened shortly to seek shareholder approval for several key initiatives signaling a significant strategic shift for the Company. A further announcement with full details will be made in due course, including resolutions for:

• Approval of the Conditional Subscription.
• Proposed change of Company name to VaultZ Capital plc.
• Establishment of a Bitcoin Treasury investment with NewQube as investment manager.
• Issuance of shares for consultant fees and creditor settlements.
• Increase in share issuance authorities for future capital raises.

Neil Ritson, Chairman, commented:

 “Subject to shareholder approval, we’re thrilled to launch this exciting new chapter as VaultZ Capital plc. With fresh capital secured and a new proposed investment into Bitcoin underway, the Company is positioned to pursue opportunities across the digital asset and technology sectors.”

This announcement contains inside information for the purposes of the UK Market Abuse Regulation. The Directors take responsibility for its release.

Enquiries
 

Helium Ventures plc
Charlie Wood
+44 (0)20 3475 6834

Cairn Financial Advisers LLP (AQSE Corporate Adviser)
Liam Murray / Ludovico Lazzaretti
+44 (0)20 7213 0880

Forward-looking statements

Certain statements made in this announcement are forward-looking statements. These forward-looking statements are not historical facts but rather are based on the Company's current expectations, estimates, and projections about its industry; its beliefs; and assumptions. Words such as 'anticipates,' 'expects,' 'intends,' 'plans,' 'believes,' 'seeks,' 'estimates,' and similar expressions are intended to identify forward-looking statements. These statements are not a guarantee of future performance and are subject to known and unknown risks, uncertainties, and other factors, some of which are beyond the Company's control, are difficult to predict, and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. The Company cautions security holders and prospective security holders not to place undue reliance on these forward-looking statements, which reflect the view of the Company only as of the date of this announcement. The forward-looking statements made in this announcement relate only to events as of the date on which the statements are made. The Company will not undertake any obligation to release publicly any revisions or updates to these forward-looking statements to reflect events, circumstances, or unanticipated events occurring after the date of this announcement except as required by law or by any appropriate regulatory authority.