Helium Ventures Plc - Issue of Options

Helium Ventures Plc - Issue of Options

PR Newswire

LONDON, United Kingdom, June 18

Helium Ventures plc

(to be renamed VaultZ Capital plc ticker: V3TC)
(the "Company")

Issue of Options

The Company announces that as part of the Company's long-term incentive framework, the Company has granted 48,500,000 options over new ordinary shares of 1 pence each ("Ordinary Shares") in the Company ("Options") to members of the senior management team and board of Directors under its new Option Plan.

These Options are to align the interests of management with shareholders and incentivise delivery of the Company's Bitcoin treasury and mining strategy. The Options have been granted with an exercise price of 17 pence per share. All Options are subject to standard share price vesting hurdles as follows:

		Number of Options	Vest 1	Vest 2	Vest 3	Vest 4	Vest 5
Exercise Price	Vest Hurdle		17 pence	17 pence	17 pence	17 pence	17 pence
Date			18 December 2025	18 June 2026	18 December 2026	18 June 2027	18 December 2027
Director/ PDMR	Position	VWAP	30p	45p	60p	75p	90p
Alex Appleton	CEO	14,000,000	2,800,000	2,800,000	2,800,000	2,800,000	2,800,000
Sarah Gow	COO	13,000,000	2,600,000	2,600,000	2,600,000	2,600,000	2,600,000
Charlie Wood	Non Exec Chairman	4,000,000	800,000	800,000	800,000	800,000	800,000
Fungai Ndoro	NED	3,000,000	600,000	600,000	600,000	600,000	600,000

		Number of Options	Vest 1	Vest 2	Vest 3	Vest 4	Vest 5
Exercise Price			17 pence	17 pence	17 pence	17 pence	17 pence
Date	Vest Hurdle		18 December 2025	18 June 2026	18 December 2026	18 June 2027	18 December 2027
VWAP			30p	45p	60p	75p	90p
Pierre Villeneuve	CIO	13,000,000	866,667	866,667	866,667	866,667	9,533,332
Consultant		1,500,000	100,000	100,000	100,000	100,000	1,100,000

For each of the Vest hurdles detailed above both the VWAP condition and the time condition must be satisfied in order for the relevant Options to vest ("Vesting Date"). The VWAP refers to a 5-day VWAP preceding the relevant Vesting Date. Should a Vest hurdle not be met but a subsequent Vest hurdle is satisfied then all preceding Options shall also Vest. The Options granted shall be exercisable in whole or in part at any time for 36 months from the relevant Vesting Date.

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]
Tancredi Intelligent Communication (Media Relations)	[e-mail]

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) Alex Appleton

B) Sarah Gow

C) Charlie Wood

D) Fungai Ndoro

E) Pierre Villeneuve

2

Reason for notification

a.

Position/Status

A) PDMR

B) PDMR

C) Director of the Company

D) Director of the Company

E) PDMR

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

Issue of Options

c.

Price(s) and volume(s)

	Price(s)	Volume(s)
A)	17p	14,000,000
B)	17p	13,000,000
C)	17p	4,000,000
D)	17p	3,000,000
E)	17p	13,000,000

d.

Aggregated information

- Aggregated Volume

- Price

N/A

e.

Date of the transaction

18 June 2025

f.

Place of the transaction

AQSE