Schedule One - Helium One Global Ltd | RNS | Ticker

Schedule One - Helium One Global Ltd

RNS Announcement

RNS Number : 3361F

AIM

16 November 2020

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:

Helium One Global Ltd ("Helium One" or the "Company")

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

Registered Office:

P.O. Box 957

Offshore Incorporations Centre

Road Town

Tortola, BVI

Business address:

Second Floor,
7-9 Swallow Street,
London,
W1B 4DE

COUNTRY OF INCORPORATION:

British Virgin Islands (BVI)

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

www.helium-one.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:

Helium One was incorporated in September 2015 with the purpose actively to pursue the exploration, commercial development and monetisation of helium gas composition within the Tanzanian Rift (Eastern Tanzania).

The Company, through its Tanzanian subsidiaries, holds a 100% interest in 18 licences (the 'Priority Licences') covering an area of 4,512km² with an Unrisked Prospective Helium Resource (2U) of 138Bcf (SRK 2019). The Company has spent US$8.25m on exploration, assessment and related activity to date and is now drill ready.

The Company intends to use the net cash proceeds following Admission primarily for an infill 2D seismic survey followed by a drilling programme consisting of 3 wells over the Priority Licences hopefully to prove the existence of Helium on the licences.

Helium One is a BVI company which wholly owns 3 Tanzanian Subsidiaries which in turn hold the licences.

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):

Number of ordinary shares of no par value ("Ordinary Shares") for which Admission is being sought: 496,893,111

There are no restrictions as to the transferability of the Ordinary Shares.

The issue price of the new Ordinary Shares is 2.84 pence (the "Placing Price").

No Ordinary Shares are or will be held in treasury on Admission.

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

Capital to be raised on Admission: £6million

Anticipated market capitalisation on Admission £14.1 million (at the issue price of 2.84p)

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

22.30%

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

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):

Jon Ian Stalker, Chairman

David James Minchin, Chief Executive Officer

Russel Edwin Swarts, Finance Director

Robin Jonathan Eckford Birchall, Non-Executive Director

Sarah Cope, Senior Independent Non-Executive Director

James Nicholas Smith, 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):

	At the date of this Document % of Existing No. of Share		On Admission % of Enlarged Ordinary No. of Share
Name	Shares	Capital	Shares	Capital
Scirocco Energy PLC	21,297,388	11.71%	21,297,388	4.29%
Neil Herbert¹	15,804,521	8.69%	`20,716,036	4.17%
John Ian Stalker²	10,060,120	5.53%	10,447,443	2.10%
Comek Petrogas Limited	9,813,968	5.40%	9,813,968	1.98%
Thomas Harvey Abraham-James	8,919,551	4.91%	8,919,551	1.80%
Mosspenny (UK) Ltd	8,502,971	4.68%	8,502,971	1.71%
Jonathan Mark Taylor	7,418,783	4.08%	7,418,783	1.49%
Alan Stein	6,824,497	3.75%	6,824,497	1.37%
Charles Ainslie Wood	6,479,642	3.56%	6,479,642	1.30%
Joshua Bluett³	6,364,351	3.50%	6,364,351	1.28%
Oberon Investments Limited (on behalf of discretionary clients)⁴	6,279,000	3.45%	19,642,708	3.95%
John Geoffrey Bolitho	4,000,000	2.20%	18,788,732	3.78%
Sebastian Marr⁵	2,850,877	1.57%	20,762,564	4.18%

Notes

¹ Neil Herbert is the beneficiary of Cambrian Limited and Huntress (CI) Nominees Limited through which he holds his interest in the Company

² John Ian Stalker holds his shares through Fidcus Limited and Promaco Limited

³Joshua Bluett holds his shares through Archean Pty Ltd.

⁴ Oberon Investments Limited holds its shares through Pershing Nominees Ltd

⁵ Sebastian Marr will receive 2,934,308 ordinary shares on admission pursuant to his introducer fee confirmation letter.

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

Bespoke Capital Solutions ("BCS") (wholly owned by Stephen Lundy, who is an existing Attis shareholder and therefore, pursuant to the Amalgamation, will hold 1,217,939 Ordinary Shares in the Company at Admission) will receive 982,394 Ordinary Shares at the Placing Price on Admission (equal to £27,900) along with an equivalent number of warrants to subscribe for Ordinary Shares at the Placing Price and Oberon Investments Limited ("Oberon") (an existing shareholder in the Company) will receive approximately £45,180 along with 1,590,808 warrants to subscribe for Ordinary Shares at the Placing Price, such amounts of Ordinary Shares and cash being equal to 6% of funds introduced by BCS and Oberon under the Subscription.

Sebastian Marr (who is an existing shareholder in Attis and who holds 2,850,877 Ordinary Shares in the Company) will be issued with 2,934,308 Ordinary Shares at the Placing Price on Admission (equal to £83,334) pursuant to an introduction fee in relation to the Amalgamation with Attis.

Cambrian Limited, of which Neil Herbert is a beneficiary, will, through an agreement with Orana Corporate LLP, the Company's Corporate Adviser, receive 1,390,389 Ordinary Shares on Admission at the Placing Price (equal to £39,487).

(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) 30 June;

(ii) Audited accounts on the Company to 30 June 2020;

(iii) 31 March 2021 (half-yearly accounts for the six-month period ended 31 December 2020);

31 December 2021 (annual accounts for the year ended 30 June 2021); and

31 March 2022 (half-yearly accounts for the six-month period ended 31 December 2021)

EXPECTED ADMISSION DATE:

4 December 2020

NAME AND ADDRESS OF NOMINATED ADVISER:

Beaumont Cornish Limited

Building 3,

Chiswick Park,

566 Chiswick High Road,

London W4 5YA

NAME AND ADDRESS OF BROKER:

Joint Brokers:

Peterhouse Capital Limited

80 Cheapside

London EC2V 6DZ

Pello Capital Limited

10 Lower Thames Street

Billingsgate

London EC3R 6AF

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:

The AIM Admission Document, which contains full details of the applicant and admission of its securities, is available from the Company's business address Second Floor, 7-9 Swallow Street, London, W1B 4DE during normal business hours on any weekday (Saturdays and public holidays excepted) and shall remain available for at least one month after Admission. An electronic version of this Document can be downloaded from the Company's website: www.helium-one.com

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

QCA Corporate Governance Code

DATE OF NOTIFICATION:

16 November 2020

NEW/ UPDATE:

NEW

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END

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RNS metadata

Title: Schedule One - Helium One Global Ltd
Time: 08:00:06
Date: 16 Nov 2020
Category: Capital structure
ID: 3361F