Schedule One - Helix Exploration Plc

RNS Number : 8505H

AIM

22 March 2024

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

Helix Exploration PLC

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

25 E P 25 Eccleston Place

London

United Kingdom

SW1W 9NF

COUNTRY OF INCORPORATION:

England and Wales

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

https://www.helixexploration.com/

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

Helix Exploration PLC (the "Company") was incorporated on 23 September 2023 with the purpose of pursuing the exploration, commercial development and monetisation of a non-hydrocarbon associated helium rich gas structure in the Ingomar Dome located in central Montana, USA.

The Company has identified prospective areas for helium (He) through the conditional acquisition (subject to the Company's admission to trading on AIM) of its wholly owned subsidiary, Hereford Resources LLC ("Hereford"), to acquire all of the membership interest of Hereford which holds certain interests in approximately 11,277 acres across 52 licenses located in Central Montana which has a potential for helium accumulation and which the Company intends to exploit for the purposes of exploration for helium resources. The Hereford acquisition is expected to be completed on admission to trading on AIM.

The Company has a skilled management team with experience in helium development and growing companies. David Minchin, Executive Chairman, was previously the Chief Executive Officer of another UK listed helium exploration company and Bo Sears, Chief Executive Officer, has over 24 years' exposure in the helium exploration sector, with experience in exploration, production and marketing of helium in North America. The Company believes it also has strong relationships with key stakeholders.

The Directors believe that a helium grade above 0.5 per cent. He is considered commercial. The Company aims to commence scoping studies and test drilling in 2024, with plant construction and production drilling due to commence and complete in 2025, with a first gas target of Q4 2025.

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

Ordinary Shares with a nominal value of £0.01.

No restrictions as to the transfer of the Ordinary Shares.

No Ordinary Shares will be held as treasury shares on Admission.

CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

Total capital to be raised on Admission: up to £7.5 million

Anticipated market capitalisation on Admission: TBC

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

TBC

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:

None

THE COMPANY HAS APPLIED FOR THE VOLUNTARY CARBON MARKET DESIGNATION (Y/N)

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

Current Directors of Helix:

David James Minchin, Executive Chairman

Christian Dario Boletta, Non-Executive Director

Proposed Board from Admission:

David James Minchin, Executive Chairman

Wheeler ("Bo") Moore Sears, Chief Executive Officer

Ryan Paul Neates, Chief Financial Officer

Keith Dean Spickelmier, Independent Non-Executive Director

Gregg Walter Peters, Independent Non-Executive Director

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

Name	Ordinary Shares held pre-admission	Percentage held	Ordinary Shares held post-admission	Percentage held
David Minchin¹	4,100,000	18.0%	4,600,000	TBC
Christian Boletta^1,3	2,050,000	9.0%	3,050,000	TBC
Richard Harrop	1,000,000	4.4%	TBC	TBC
Sarfraz Munshi	1,000,000	4.4%	TBC	TBC
Richard Stracker-Smith	1,000,000	4.4%	TBC	TBC
Sean Gates	1,000,000	4.4%	TBC	TBC
Adrian McAlpine	800,000	3.5%	TBC	TBC
Angus McAlpine	690,000	3.0%	TBC	TBC
Bo Sears^1,2	nil	0%	10,000,000	TBC

¹ current or proposed directors of the Company

² former Hereford Resources, LLC shareholder

³ Christian Boletta is a current director of the Company however he will step down from the Board on admission

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

N/A

(i) ANTICIPATED ACCOUNTING REFERENCE DATE

(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

(i)

Accounting Reference Date

30 September

(ii)

Date main financial information in the Admission Document has been prepared

31 December 2023

(iii)

Date by which it must publish its first three reports pursuant to AIM Rule 18 and 19:

Half yearly report to 31 March 2024

Annual Audited Accounts to 30 September 2024

Half yearly report to 31 March 2025

30 June 2024

31 March 2025

30 June 2025

EXPECTED ADMISSION DATE:

Early April 2024

NAME AND ADDRESS OF NOMINATED ADVISER:

Cairn Financial Advisers LLP

9^th Floor, 107 Cheapside

London EC2V 6DN

NAME AND ADDRESS OF BROKER:

H&P Advisory Limited

3rd Floor

7-10 Chandos St

London W1G 9DQ

Oak Securities (a trading name of Merlin Partners LLP)

90 Jermyn Street

London SW1Y 6JD

SI Capital Limited

67 Grosvenor Street

London W1K 3JN

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

25 E P 25 Eccleston Place

London

United Kingdom

SW1W 9NF

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

QCA Code

DATE OF NOTIFICATION:

22 March 2024

NEW/ UPDATE:

New

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Date	22 Mar 2024
Time	08:00:00
Category	Capital structure
ID	8505H

Date	22 Mar 2024
Time	08:00:00
Category	Capital structure
ID	8505H

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Schedule One - Helix Exploration Plc