Helium Ventures Plc - Result of GM

Helium Ventures Plc - Result of GM

PR Newswire

LONDON, United Kingdom, June 18

Helium Ventures plc

(to be renamed VaultZ Capital plc)
("Helium Ventures" or the "Company")

Result of GM, Issue of Equity, Change of Name

Director/PDMR Shareholding

Adoption of Bitcoin Treasury Strategy

Helium Ventures plc announces that at its general meeting ("GM") held earlier today, all resolutions were duly passed including resolutions to (1) approve the establishment of a bitcoin treasury, (2) the issue of new Ordinary Shares and (3) to change the Company's name to VaultZ Capital plc.

Fundraise, Creditor Settlement, Consultancy Shares

In aggregate the Company has issued 59,445,650 new Ordinary Shares pursuant to the Conditional Subscription, Creditor Settlement, Consultancy Shares and NewQube Shares (defined below) (together the "New Ordinary Shares").

Pursuant to the Conditional Subscription, the Company has raised gross proceeds of £721,950 through the issue of 36,097,500 new Ordinary Shares at the Subscription Price. Charlie Wood, Non-executive Director of the Company, has subscribed for 438,233 Ordinary Shares under the Conditional Subscription.

Pursuant to the Creditor Settlement, the Company has issued 10,848,150 new Ordinary Shares to settle historic liabilities of approximately £216,963. Directors and related parties that have participated in the Creditor Settlement are:

Name	Fees to be settled in shares	Shares to be issued in lieu of salary/fees
Fungai Ndoro	35,689	1,784,450
Neil Ritson	35,689	1,784,450
Charlie Wood	32,229	1,611,450
Orana Corporate LLP1	51,356	2,567,800
Total	154,963	7,748,150

¹ Charlie Wood is a Director and 33.3% shareholder of Orana Corporate LLP ("Orana").

Following the Conditional Subscription and Creditor Settlement the shareholdings of the Directors of the Company are set out in the table below:

Name	New Ordinary Shares pursuant to the Conditional Subscription & Creditor Settlement	Number of Ordinary Shares on Admission	Percentage of enlarged share capital on Admission
Charlie Wood1	4,617,4831	7,779,2621	7.3%
Fungai Ndoro	1,784,450	1,784,450	1.7%
Neil Ritson	1,784,450	3,334,450	3.1%
Total	8,186,383	12,898,162	12.0%

¹ Charlie Wood is a Director and 33.3% shareholder of Orana. 2,567,800 of the 4,617,473 Ordinary Shares were issued to Orana pursuant to the Creditor Settlement. 3,817,800 of the 7,779,252 Ordinary Shares are held by Orana.

Pursuant to the Consultancy Shares, the Company has issued 10,000,000 new Ordinary Shares at the Subscription Price to third-party consultants.

Following the passing of the resolutions at the GM, the Company has signed an investment management agreement with NewQube Capital Ltd ("NewQube") ("Agreement"), 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 Company has issued 2,500,000 new Ordinary Shares to NewQube pursuant to the Agreement. NewQube will receive an annual 0.5% management fee based on the value of the assets under management.

Admission and Total Voting Rights:

Application has been made for the 59,445,650 New Ordinary Shares to be admitted to trading on the AQSE Growth Market on or around 19 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 107,250,650 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 107,250,650. 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.

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.

Change of Name to VaultZ Capital plc:

Once the change of the Company's name to VaultZ Capital plc takes effect, the Company's ticker for AQSE will be V3TC (formerly HEV). The Company's new website address, containing the information required to be published pursuant to Rule 4.14 of the AQSE Growth Market Access Rulebook, will be announced in due course.

Charlie Wood, Director of the Company, commented:

"The successful completion of this General Meeting marks a pivotal moment for the Company. For years, digital assets, particularly Bitcoin, have been an underrepresented asset class in global investment portfolios. With our new name and expanded remit, we're excited to offer investors a unique opportunity to engage with this transformative technology."

Capitalised terms used in this announcement have the meaning given to them in the announcement dated 29 May 2025, unless otherwise defined in this announcement.

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	[phone]
Cairn Financial Advisers LLP (AQSE Corporate Adviser) Liam Murray / Ludovico Lazzaretti	[phone]

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.

Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014

1

Details of the person discharging managerial responsibilities/person closely associated

a.

Name

A) Charlie Wood

2

Reason for notification

a.

Position/Status

A) Director of the Company

b.

Initial notification/

Amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a.

Name

Helium Ventures plc

b.

LEI

213800FTI7HOEKR9DX55

4

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a.

Description of the financial instrument, type of instrument

Identification Code

Ordinary shares of 1 pence each

ISIN: GB00BLR8T846

b.

Nature of the transaction

Participation in the Subscription

c.

Price(s) and volume(s)

	Price(s)	Volume(s)
A)	2p	438,233

d.

Aggregated information

- Aggregated Volume

- Price

N/A

e.

Date of the transaction

18 June 2025

f.

Place of the transaction

AQSE

Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014

1

Details of the person discharging managerial responsibilities/person closely associated

a.

Name

A) Fungai Ndoro

B) Neil Ritson

C) Charlie Wood

D) Orana Corporate LLP

2

Reason for notification

a.

Position/Status

A) Director of the Company

B) Director of the Company

C) Director of the Company

D) PCA to Charlie Wood

b.

Initial notification/

Amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a.

Name

Helium Ventures plc

b.

LEI

213800FTI7HOEKR9DX55

4

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a.

Description of the financial instrument, type of instrument

Identification Code

Ordinary shares of 1 pence each

ISIN: GB00BLR8T846

b.

Nature of the transaction

Participation in the Creditor Settlement

c.

Price(s) and volume(s)

	Price(s)	Volume(s)
A)	2p	1,784,450
B)	2p	1,784,450
C)	2p	1,611,450
D)	2p	2,567,800

d.

Aggregated information

- Aggregated Volume

- Price

N/A

e.

Date of the transaction

18 June 2025

f.

Place of the transaction

AQSE

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