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Helium One

Helium One Global Ld - Audited Results for the year ended 30 June 2026

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RNS Number : 0163D

Helium One Global Ltd

13 November 2026

13 November 2026

 

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Helium One Global Ltd

(“Helium One” or “the Company” or “the Group”)

 

Audited Results for the year ended 30 June 2026

 

 

Helium One Global (AIM: HE1), the primary helium explorer in Tanzania with a 50% working interest in the Galactica-Pegasus helium development project in Colorado, USA, is pleased to announce the Company’s audited results for the year ended 30 June 2026.

 

Summary

 

Southern Rukwa Project, Tanzania:

 

  • Successfully completed Electrical Submersible Pump ("ESP") testing at ITW-1
  • Produced over the equivalent of 250,000 barrels ("bbl") of water during a 20-day testing programme, with flow rates of up to an equivalent of 16,400 barrels per day ("bpd") - representing a six-fold increase compared with natural flow rates achieved during the 2024 Extended Well Test ("EWT")
  • Achieved sustained helium concentrations of 5.4% (air corrected) at surface, with a maximum concentration of 9.2% (air corrected)
  • Formally awarded a 480 km2 Mining Licence (“ML”) in southern Rukwa in July 2025, representing Tanzania’s first helium mining licence and largest mining licence awarded in the country
  • The Company, and the Government of Tanzania executed the Framework Agreement and the Shareholders’ Agreement for the joint venture company, Songwe Helium Ltd, in which Helium One Global Ltd holds an 83% interest
  • Commenced a formal farm-out process in May 2026 to identify and select a suitable industry partner for the southern Rukwa Helium Project and discussions with a number of parties ongoing.

Galactica-Pegasus Project, United States:

  • Commissioned the Piñon Canyon processing facility, with six development wells drilled and tied in, and achieved first gas in December 2025
  • In June 2026, Blue Star Helium (“Blue Star” or the “Operator”) entered into an initial 3-month helium purchase and sales agreement covering all helium produced at the Piñon Canyon Plant

Corporate:

  • Clive Carver appointed Non-Executive Chairman in April 2026
  • Appointment of Nishant Dighe as a Non-Executive Director and Sarah Cope as an Executive Director
  • The Company raised a total of £13.8 million during the year
  • Total comprehensive loss attributable to the equity holders of the Company of US$3,413,295, a decrease compared with US$4,857,406 for the year ended 30 June 2025
  • The Group’s net assets as at 30 June 2026 were US$67,919,638, compared with US$53,202,847 at 30 June 2025
  • At 30 June 2026, the Group’s cash position was US$6,552,494 (30 June 2025: US$3,152,755).

 

Post Balance Sheet Events

 

  • First helium sales achieved in July 2026 in the US
  • At the end of August, the helium purchase and sales agreement was extended to 31 March 2027
  • Raised approximately £3 million in October 2026 to cover the expected operating costs for the remainder of the current financial year

 

Outlook

  • The Operator plans to deepen 3 existing wells at Galactica during Q4 2026, followed by a further 9 wells in 2027, subject to permission being granted
  • Blue Star Helium continues to advance commercial discussions on CO2 co-production and liquefaction, with a focus on expanding gas processing capacity and supporting revenue growth through 2026 and into 2027
  • At southern Rukwa, the Company is evaluating new development targets for further drilling and testing, with activity likely to focus on primary fractured Basement targets at additional locations across the 480 km2 Mining Licence area
  • The Company looks forward to the outcome of the formal farm-out process
  • The Company-owned Epiroc 220 drilling rig remains warm stacked in the southern Rukwa region and operationally ready to support future activity
  • Helium’s role in high-technology applications continues to underpin its strategic importance, in a market influenced by demand, supply and geopolitical developments

 

Clive Carver, Chairman of Helium One, commented:

 

“This has been an incredibly busy period for the Company which has seen us deliver some very significant milestones as well as undertaking some incredibly important initiatives.

 

Helium One have transitioned from an exploration company into a company with production in the US and a world class development project in Tanzania where the team have proved up the potential of the project and which we are now looking to further progress through bringing in a suitable industry partner.

 

Helium remains a commodity in demand and we are advancing our projects to be a key player in delivering this in the future.  I would like to take this opportunity to thank all our stakeholders and shareholders for their continued support during the year and going forward in what we believe will be another important year for the Company as we continue to deliver our strategy and build on what we have achieved in the last year.”

 

Lorna Blaisse, CEO, commented:

 

“We have made significant progress across both projects, advancing our strategy to become a helium producer with a diversified portfolio. 

 

In the US, we worked with Blue Star to commission the Piñon Canyon facility, achieve first gas and commence helium sales.  In Tanzania, successful ESP testing at southern Rukwa demonstrated the project’s potential. We also secured Tanzania’s first helium mining licence and the country’s largest mining licence, executed a framework agreement with the Tanzanian Government for Songwe Helium Ltd., and launched a formal farm-out process. 

 

These milestones provide a strong foundation for the next phase of development. Our focus remains on progressing both projects and realising their potential to help meet the increasing global demand for helium.

 

I would also like to take this opportunity to thank our team, partners, local communities, landowners and Government stakeholders for their contribution, and our shareholders for their continued support. I look forward to providing further updates as we advance our projects.”

 

Appointment of Joint Broker

The Company announces the appointment of Cavendish Capital Markets Ltd (“Cavendish”) as joint broker to enhance investor reach and research coverage.

Cavendish will work alongside, the Company’s Nominated Adviser and existing joint broker, Panmure Liberum Ltd and the Company’s existing joint broker, Axis Capital Markets Ltd.

 

For further information please visit the Company’s website: www.helium-one.com 

 

Enquiries

 

Helium One Global Ltd

+44 20 7920 3150

Lorna Blaisse, CEO

Graham Jacobs, Finance and Commercial Director

 

 

 

Panmure LiberumLimited (Nominated Adviser and Joint Broker)

Scott Mathieson

Piers Shimwell

 

Cavendish Capital Markets Limited (Joint Broker)

Neil McDonald

Peter Lynch

+44 20 3100 2000

 

 

 

 

+44 131 220 9772

 

 

Axis Capital Markets Limited (Joint Broker)

Richard Hutchison

 

 

+44 20 3026 0320

 

Tavistock(Financial PR)

Nick Elwes

Saskia Sizen

+44 20 7920 3150

 

 

 

 

Notes to Editors

Helium One Global, the primary helium explorer in Tanzania with a 50% working interest in the Galactica-Pegasus helium development project in Colorado, USA. The Company holds helium licenses within two distinct helium project areas, across two continents and has the potential to become a strategic player in resolving a supply-constrained helium market.

 

The Company’s flagship southern Rukwa Project is located within the southern Rukwa Rift Basin in south-west Tanzania. This project entering a full appraisal and development stage following the success of the 2023/24 exploration drilling campaign, which proved a helium discovery at Itumbula West-1 and, following an extended well test (“EWT”), successfully flowed 5.5% helium continually to surface in Q3 2024.

 

Following the success of the EWT, the Company filed a Mining Licence (“ML”) application with the Tanzania Mining Commission in September 2024 and the 480km2 ML was formally awarded to the Company in July 2025.

 

The Company also owns a 50% working interest in the Galactica-Pegasus helium development project in Las Animas County, Colorado, USA. This project is operated by Blue Star Helium Ltd (ASX: BNL) and successfully completed a six well development drilling campaign in H1 2025. The completion of the development programme is a key component of the broader Galactica-Pegasus development strategy; aimed at progressing the helium and CO2 discoveries to near-term commercial production.

 

This programme has seen a systematic approach to developing the extensive Lyons Formation reservoir. The programme has delivered encouraging results, in line with expectations, consistently encountering good helium (up to 3.3% He) and CO2 concentrations in the target formation and demonstrating promising flow potential. The initial Galactica wells were tied into first gas in Q4 2025, with further wells coming onstream in 2026 for both helium and CO2 production.

 

 

 

CHAIRMAN’S STATEMENT

 

I am pleased to present the audited financial statements for the year ended 30 June 2026.

 

I was appointed Non-Executive Chairman in April 2026 and these are my first set of annual results for the Company. As such, the strong progress during the period under review is the result of the team here before me and I give full credit to my predecessor James Smith for all that he and they have achieved.

 

OUR OBJECTIVE

 

While the Company has a number of worthy secondary objectives our clear prime mission is to be a sustainable commercial success for the benefit of our shareholders.

 

HELIUM ECONOMICS

 

In industries where producers do not set the price, returns to shareholders are principally a function of the offtake price and the “producers” production performance.

 

Helium is no different to any other market where the price is the result of the interaction of demand and supply. The worldwide demand for helium, with its growing applications notably in the electronics/semiconductors, healthcare (MRI), and aerospace industries is, in my opinion, set for continued steady growth.

 

Helium supply, however, is at best uncertain. For helium to be produced as a by-product of methane or carbon dioxide, as is the case with around 95% of global production, it requires the production of that methane or carbon dioxide to be commercial as no rational producer would suffer losses on methane or carbon dioxide just to produce the associated helium. Producers of helium where methane and carbon dioxide is not the prime activity, such as ourselves, therefore have a distinct advantage.

 

More important though on world prices is the ongoing disruption to some of the key helium producers caused by the impact of the Iran war and Russian sanctions, which has reduced global supply by an estimated 33% and increased prices by over an estimated 100%.  It has also led to countries such as the United States designating helium as a critical material and others such as China imposing restrictions on the re-export of helium.

In summary, the outlook for helium is both strong now and for the foreseeable future.

 

OPERATIONAL PROGRESS

 

None of this helps in attaining the Company’s prime goal of sustained commercial success without the cost-effective production of helium. In July 2026, after the period end, the Company sold its first helium from the Galactica-Pegasus helium development project in Colorado, USA, and continues to do so, moving the Company up the value chain from the ranks of helium explorer to helium producer.

 

In Tanzania at our Southern Rukwa project a farm-out process is underway in which we are seeking the involvement of an industry heavyweight to move the project forwards at pace.

 

A detailed account of operational progress is set out in the Chief Executive’s report.

 

SHAREHOLDER ENGAGEMENT

 

In recent times we have adopted a conservative approach to our public statements and have sought to ensure that communication with our investor base, both by way of company announcements and presentations, and in institutional investor meetings and widely available investor platform updates, has been transparent, clear and equal across all investor groups.

 

While the approach on the content of our public statements will continue, we recognise we need to do more to keep shareholders updated with news of your Company’s progress and look forward to providing more regular updates across the various channels going forwards.

 

FUNDING

 

The Company raised a total of £13,875,000 during the year under review by way of the issue of 3,936,585,438 new ordinary shares. These proceeds were used to advance our southern Rukwa and Galactica-Pegasus projects.

 

In October 2026 we also successfully completed a £3 million fundraise to cover the expected operating costs for the remainder of the current financial year. We raised this money with a single counterparty in a transaction that was executed overnight as we believed this was the most effective way to secure the working capital needed while protecting value as much as possible.

 

Given the weakness of the traditional AIM follow on funding market for companies such as ours, our funding strategy going forward is, wherever possible, to raise money from industry and joint venture partners rather than from existing or new equity investors. In Tanzania we are looking for a substantial farm out partner, most likely a multinational helium user, specialist financial institution or much larger industry participant. In Colorado, we look forward to increasing contributions from the wells already on production.

 

BOARD CHANGES

 

During the year, we welcomed Nishant Dighe to the role of Non-Executive Director. Nishant has an extensive background in engineering and business, holding master’s degrees in both Chemical Engineering and Petroleum Engineering from Imperial College London, as well as an MBA from Warwick Business School. He has over thirty years of experience across a broad range of organisations, including roles at ExxonMobil, strategic consultancy with Marakon Associates, and as COO and interim CEO of Oslo-listed Panoro Energy. Most recently, he served as CEO of RAK Gas, the National Oil and Gas Company of Ras Al Khaimah, UAE, and as CEO of the RAK Petroleum Authority.

 

In addition, Sarah Cope was appointed as an Executive Director, taking up the role of Head of Governance and Compliance, having previously served as a Non-Executive Director. Sarah’s extensive experience as a Nomad/broker and investment banker will support the wider team as the Company continues to progress its strategy.

 

James Smith took the decision to step down from his role as Non-Executive Chairman, having joined the Board in 2020 as a Non-Executive Director and served as Non-Executive Chairman since August 2023. On behalf of the Board, I would like to thank James for his guidance and contribution during his tenure.

 

In April, I was delighted to join the Board as Non-Executive Chairman. I have significant public company experience as a Non-Executive Director and Chairman, having been Chairman of several AIM companies in recent years, with direct experience in, amongst others, the oil and gas, oilfield services and mining sectors. I am currently Chairman of AIM-listed Caspian Sunrise plc and Built Cybernetics plc.

 

I am also a fellow of the Institute of Chartered Accountants in England and Wales (FCA) and was, for 25 years, a fellow of the Association of Corporate Treasurers (FCT). While working in the UK broking industry, I gained more than 15 years’ experience as a Qualified Executive under the AIM Rules, where I ran the Corporate Finance departments of several of the larger and more active Nominated Adviser firms.

 

I look forward to working with the team utilising my extensive knowledge of both the capital markets and resources arenas to further deliver our strategy and objectives.

 

 

OUTLOOK

 

The attractiveness of the helium sector has resulted in a number of new entrants over the past few years, several of whom are making encouraging progress, which we welcome as it is good for the sector and those listed on the London market at a time when other sectors are struggling.

 

Against this positive macro and thematic backdrop, we continue to assess new opportunities both within and outside of our existing asset portfolio. The Company’s Executive team, led by Lorna Blaisse, are true helium professionals and provide us with the expertise to be entrepreneurial and flexible in our assessment of opportunities as they arise.

 

We therefore look forward to the future with confidence.

 

Clive Carver

Non-Executive Chairman

12 November 2026

 

CHIEF EXECUTIVE’S STATEMENT

 

I am pleased to report a year of major milestones for the Group in the twelve months ended 30 June 2026. We delivered tangible progress across our assets in the USA and Tanzania, advancing our ambition to build a helium business that creates long-term value for shareholders. With first helium sales achieved shortly after the year end and a landmark mining licence secured in Tanzania, we enter the next phase of our development with a clear focus on delivery.

 

Helium supports critical and unsubstitutable applications in semiconductor manufacturing, MRIs, defence, advancement in AI and aerospace, making supply security a strategic priority for high tech end-users. Since March 2026, it is reported that around one-third of the global helium supply has been offline following disruption in the Middle East. Separately, the United States Geological Survey (“USGS”) reports that the US imported 423 mmcf in 2024, with Qatar supplying 28% of US imports over 2021–2024. Today, the US is largely relying on its own domestic production of helium. These figures underline the case for new, geographically diversified global supplies.

 

At Galactica-Pegasus in Colorado, USA, where the Company holds a 50% interest, we reached a major milestone with the commissioning of the Piñon Canyon processing facility and the tie-in of six development wells drilled in the previous year. First helium sales followed shortly after the reporting period, marking an exciting new chapter for the Company and its shareholders. Our focus now is on scaling up production, progressing further development infill drilling across Galactica and pursuing continued expansion into Pegasus.

 

In Tanzania, we secured a landmark achievement in July 2025: the award of the 480 km² southern Rukwa Mining Licence (“ML”). This is Tanzania’s first helium mining licence and the largest mining licence ever awarded in the country—an important step towards developing this unique project for production. With an active farm-out campaign underway, we are encouraged by the interest the project is attracting as we seek a long-term partner. Securing that partnership and advancing southern Rukwa towards production are clear priorities as we build on the year’s achievements.

 

GALACTICA-PEGASUS PROJECT

 

The Galactica-Pegasus Project in Colorado, USA, in which the Company has a 50% interest, achieved first gas from the Piñon Canyon Plant in December 2025. This was followed by rigorous commissioning of the gathering system and production facility ahead of first helium sales in July 2026.

 

Achieving first gas at Galactica was a major milestone for the Company and our joint venture, marking tangible progress towards establishing a reliable, scalable source of helium for the US market. The subsequent supply constraints arising from the US-Iran conflict have reinforced the importance of supply diversification, as end-users seek alternative sources and greater security of supply. We are focused on building on this achievement as we work towards realising the project’s commercial potential.

 

The Galactica-Pegasus Project is emerging as an attractive new domestic supply option for US helium and CO₂ buyers seeking to diversify and strengthen their sourcing portfolios. Blue Star Helium (the “Operator”) has been engaging directly with a wide range of potential off-takers, ranging from large-scale transport and bulk storage providers to mid and small-scale transport operators, packaged gas distributors, and key end-use sectors.

 

During the first half of 2026, the Operator focused on plant and production optimisation, with six wells tied into the Piñon Canyon processing facility by late March.

 

Planning and permitting have advanced for additional tie-ins and infill drilling designed to increase production from the Piñon Canyon processing plant. In addition, the Operator continues commercial discussions regarding co-producing CO2 and liquefaction. These activities are focused on expanding gas processing capacity and supporting revenue growth through 2026 and into 2027.

 

In June 2026, the Operator signed an initial 3-month helium purchase and sales agreement covering all helium produced at the Piñon Canyon Plant. This agreement was subsequently extended at the end of August to 31 March 2027, supporting the project’s commercial progress.

 

This first formal helium offtake commitment was an important commercial milestone for the joint venture. Together with trailer-by-trailer spot sales of initial production, it provided a platform from which to pursue longer-term offtake arrangements.

 

First helium sales from the Piñon Canyon Plant were achieved in July 2026 at spot prices, followed by the commencement of sales under the short-term offtake agreement at the end of that month. With trailer fills now taking place regularly, the joint venture is building on this significant step in the project’s commercial development.

 

Looking ahead, the joint venture is focused on building on this progress. The Operator plans to deepen three existing wells at Galactica during Q4 2026. followed by drilling of a further 9 wells in 2027, subject to the necessary permissions being granted.

 

SOUTHERN RUKWA HELIUM PROJECT

 

Southern Rukwa achieved a landmark milestone in July 2025 with the award of its 480km² mining licence (“ML”), Tanzania’s first helium mining licence and the largest mining licence area ever awarded in the country. Songwe Helium Ltd, our joint venture with the Tanzanian Government, was incorporated and its directors appointed, with Helium One holding an 83% interest and the Government a 17% free carried interest.

 

The Framework Agreement and Shareholders’ Agreement were formally executed at a signing ceremony in the Songwe region on 2 May 2026. I attended alongside Graham Jacobs, our Commercial and Finance Director, Songwe Helium Ltd directors and our senior in-country team, together with local Government officials, representatives from the Ministry of Minerals and Mining Commission, stakeholders and local communities.

 

At ITW-1, we used our Predator 220 rig to re-enter the well, recover the completion string and production packers, and prepare for Electrical Submersible Pump (“ESP”) operations in January 2026. Testing ran from 26 January to 14 February, with equipment supplied and operated by CenerTech Group, part of CNOOC, running for over 450 hours without maintenance or downtime.

 

The ESP delivered a sixfold increase in flow rate compared with the 2024 extended well test’s natural flow, reaching up to the equivalent of 16,400 bpd and averaging 15,000 bpd at a maximum pump frequency of 55 Hertz. Helium concentrations remained sustained, averaging 5.4% and peaking at 9.2% (both air corrected), with no decline over time. Rapid wellhead and downhole pressure recovery after shut-in indicated a wider connected resource.

 

Measured temperatures of 90°C suggested that helium is transported to surface primarily within fluids diluted by the Karoo aquifer; undiluted Basement-derived fluids would be hotter based on the known geothermal gradient at the Itumbula High. We continue to assess fluid sources and interactions and evaluate further drilling and testing targets, likely focused on fractured Basement elsewhere across the ML area.

 

Building on these encouraging results, we launched a formal farm-out process in May 2026 to secure a suitable industry partner and third-party financing for southern Rukwa’s next phase. PVE Consulting Ltd (“PVE”) is leading the process, bringing more than 20 years’ upstream management-services experience and a track record in transaction support and exploration and production mandates across Africa and other regions.

 

 

 

HEALTH, SAFETY AND ENVIRONMENT

 

I am pleased to report that our health and safety performance continued to be exceptional, with no lost time incidents recorded during operations. During the re-entry of ITW-1 and the ESP operations, Helium One’s internal HSE management system recorded a total of three incidents over approximately 19,299 man hours of work (excluding 19,299 hours of time on site on rest periods). These comprised of medical treatment and equipment failure, with zero trauma-related incidents.

 

FINANCIAL RESULTS FOR THE YEAR ENDED 30 JUNE 2026

 

The Group recorded a total comprehensive loss attributable to the equity holders of the Company of US$3,413,295, a decrease compared with US$4,857,406 for the year ended 30 June 2025. This decrease is mainly as a result of a far lower share option expense being incurred in the year under review.

 

The Group’s net assets as at 30 June 2026 were US$67,919,638, compared with US$53,202,847 at 30 June 2025. At 30 June 2026, the Group’s cash position was US$6,552,494 (30 June 2025: US$3,152,755).

 

The Board determined that in respect of the Galactica-Pegasus project, the project had progressed from the exploration and evaluation phase into the development phase.  Accordingly, the carrying value of the related exploration and evaluation assets of $7,641,287 was reclassified to Development assets (See notes 11 and 12). The reclassification represents a transfer between categories of non-current assets and had no impact on the Group’s profit or loss or total net assets for the year.

 

More information on this reclassification of assets can be found in the notes to the accounts.

 

OUTLOOK

 

We enter the year ahead with clear priorities and a strong sense of purpose. Having made the transition to helium production and sales at Galactica-Pegasus, our focus is to build on this milestone while securing a partner to fund field development at the southern Rukwa Helium Project and advance it towards production.

 

Global events, including the US-Iran conflict and the shut-in of Qatar’s Ras Laffan plant in Q1 2026, have highlighted the vulnerability of helium supply chains. The resulting supply constraints have driven up helium prices, with some spot prices reported to have been ca. US$2,000 per mcf, reinforcing the importance of developing reliable, geographically diversified sources of supply.

 

Against this backdrop, I believe our portfolio offers a compelling opportunity to contribute to future helium supply. We remain focused on progressing our projects and engaging with strategic partners and offtakers, with the aim of translating our operational achievements into sustainable, long-term value for shareholders.

 

Helium’s essential role in high-technology industries underpins its strategic importance. On 23 October 2026, the US Department of Energy added helium to its critical materials list, recognising the risk of supply disruption and its vital role in semiconductor manufacturing supporting quantum computing, AI infrastructure and data centres. The Board believes our portfolio has the potential to help meet increasing demand for this irreplaceable resource.

 

 

On behalf of the Company, I thank our staff, partners and stakeholders for their dedication and contribution throughout the year. I also extend our appreciation to the local communities, landowners and Government stakeholders whose continued co-operation supports our operations. To our shareholders, thank you for your continued support. We look ahead with confidence, committed to delivering on our priorities and keeping you informed as we progress our projects.

 

Lorna Blaisse

Director and Chief Executive Officer

12 November 2026

 

 

CONSOLIDATEDSTATEMENTOFPROFITOR LOSSANDOTHERCOMPREHENSIVEINCOME

FOR THE YEAR ENDED 30 JUNE 2026

 

 

 

 

Note

Yearended

30June

2026

$

Yearended

30June

2025

$

Continuing Operations

 

 

 

Revenue

 

–

–

Administrative expenses

6

(3,311,512)

(4,084,505)

Impairments

5

(129,484)

(1,486,806)

Operating loss

 

(3,440,996)

(5,571,311)

Finance income

8

65,366

71,627

Loss for the year before taxation

 

(3,375,630)

(5,499,684)

Taxation

9

–

–

Loss for the year from continuing operations

 

 

(attributable to the equity holders of the parent)

(3,375,630)

(5,499,684)

Itemsthatmaybereclassifiedsubsequentlytoprofitand loss:

 

 

Exchangedifferenceontranslationofforeign operations

(37,665)

642,278

Total comprehensive loss for the year

(attributable to the equity holders of the parent)

 

(3,413,295)

 

(4,857,406)

Attributableto:

 

 

Owners of the parent

(3,385,347)

(4,857,406)

Non-controlling interests

(27,948)

–

Earnings per share:

(3,413,295)

(4,857,406)

Basic and diluted earnings per share (cents)

10

(0.04)

(0.10)

 

 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 30 JUNE 2026

 

 

 

Note

30June

2026

$

30June

2025

$

ASSETS

 

 

 

Non-current assets

 

 

 

Intangible assets

11

50,072,326

45,700,457

Property, Plant & Equipment

12

13,159,589

2,585,942

Other receivables

13

–

1,334,413

Total non-current assets

63,231,915

49,620,812

Current assets

 

 

 

Trade and other receivables

13

197,472

1,119,942

Cash and cash equivalents

14

6,552,494

3,152,755

Total current assets

6,749,966

4,272,697

Total assets

69,981,881

53,893,509

LIABILITIES

Current liabilities

Trade and other payables

 

 

 

15

 

 

 

(2,062,243)

 

 

 

(690,662)

Total liabilities

(2,062,243)

(690,662)

Net assets

67,919,638

53,202,847

EQUITY

 

 

 

Share premium

16

110,570,442

93,326,452

Other reserves

18

3,933,982

3,969,147

Retained earnings

 

(46,557,162)

(44,092,752)

Non-controlling interest

 

(27,624)

–

Total equity

67,919,638

53,202,847

 

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 JUNE 2026

 

 

 

 

Note

Sharepremium

$

Otherreserves

$

Retainedearnings

$

Non-Controlling

Interest

 

Total

$

Balance as at 1 July 2024

 

85,130,910

1,099,798

(38,759,611)

–

47,471,097

Comprehensive income

 

 

 

 

–

 

Loss for the year

 

–

–

(5,499,684)

–

(5,499,684)

Currency translation differences

 

–

642,278

–

–

642,278

Total comprehensive loss for the year

 

 

642,278

(5,499,684)

–

(4,857,406)

Transactionswithownersrecogniseddirectlyin equity

 

 

 

 

 

 

Adjustmentinrespectofprioryeardepreciation capitalised

 

 

–

 

–

 

279,959

 

–

 

279,959

Issue of ordinary shares

 

8,448,669

–

–

–

8,448,669

Shares issued in lieu of services/fees

 

248,619

–

–

–

248,619

Cost of share issue

 

(501,746)

–

–

–

(501,746)

Share based payments

 

–

2,113,655

–

–

2,113,655

Revaluation of Prior year Options

 

–

241,445

(241,445)

–

–

Warrants and options expired during the year

 

–

(128,029)

128,029

–

–

Total transactions with owners

 

8,195,542

2,227,071

166,543

–

10,589,156

Balance as at 30 June 2025

 

93,326,452

3,969,147

(44,092,752)

–

53,202,847

Balance as at 1 July 2025

 

93,326,452

3,969,147

(44,092,752)

–

53,202,847

Loss for the year

 

–

–

(3,347,682)

(27,948)

(3,375,630)

Currency translation differences

 

–

(37,665)

–

–

(37,665)

Total comprehensive loss for the year

 

–

(37,665)

(3,347,682)

(27,948)

(3,413,295)

 

Transactionswithownersrecogniseddirectlyin equity

 

 

 

 

 

 

Issue of ordinary shares

16

18,540,346

–

–

–

18,540,346

Cost of share issue

 

(1,296,356)

–

–

–

(1,296,356)

Share based payments

 

–

885,772

–

–

885,772

Warrants and options expired during the year

 

–

(883,272)

883,272

–

–

Minority Interest in Songwe Helium Ltd

 

–

–

–

324

324

Total transactions with owners

 

17,243,990

2,500

883,272

324

18,130,086

Balance as at 30 June 2026

110,570,442

3,933,982

(46,557,162)

(27,624)

67,919,638

AnanalysisoftheSharePremiumcanbefoundinnote16andOtherReservesinnote18.

 

CONSOLIDATED CASH FLOW STATEMENT

FOR THE YEAR ENDED 30 JUNE 2026

 

 

 

Note

30June

2026

$

30June

2025

$

Cashflowsfromoperating activities

 

 

 

Loss after taxation

 

(3,375,630)

(5,499,684)

Adjustments for:

 

 

 

Depreciation and amortisation

6

981,568

456,888

Depreciation capitalised to exploration

 

(979,516)

(400,065)

Share-based payments

18

885,772

2,113,655

Shares issued for services

 

–

248,619

Netfinanceincome

8

(65,366)

(71,627)

Impairment of intangibles

11

90,663

1,486,806

Decrease in trade and other receivables

 

922,470

257,182

Increase/(Decrease) in trade and other payables

 

1,371,581

(893,904)

Foreign exchange

 

53,982

(130,305)

Netcashoutflows)fromoperatingactivities

(114,476)

(2,432,435)

Investing activities

 

 

 

Purchaseof property, plant, and equipment

12

(2,934,412)

(323,948)

Exploration and evaluation activities

11

(10,769,406)

(15,177,615)

Net cash used in investing activities

(13,703,818)

(14,853,667)

Financing activities

 

 

 

Proceedsfrom issue of share capital

16

18,540,346

8,448,669

Cost of share issue

17

(1,296,356)

(501,746)

Interest in minority shares in Songwe Helium Ltd

 

324

–

Interest received on funds invested

 

65,366

71,627

Netcashgeneratedfromfinancing activities

 

17,309,680

8,018,550

Net increase in cash and cash equivalents

3,491,386

(9,267,552)

Cash and cash equivalents at the beginning of the year

3,152,755

11,647,723

Exchange (losses)/gains on cash

(91,647)

772,584

Cash and cash equivalents at the end of the year

14,24

6,552,494

3,152,755

 


NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2026

 

1.     GENERALINFORMATION

The principal activity of Helium One Global Limited (the ‘Company’) and its subsidiaries (together the ‘Group’) is the exploration anddevelopmentofheliumgasresources.TheCompanyisincorporatedanddomiciledintheBritishVirginIslands.Theaddress of its registered office is 171 Main Street, PO Box 92, Road Town, Tortola,VG1110, BritishVirgin Islands. The Company is exempt from preparing separate parent company Financial Statements for the year ended 30 June 2026 in line with BVI Business Companies Act 2004.

TheCompany’sordinarysharesareadmittedtotradingontheAlternativeInvestmentMarket(AIM)oftheLondonStockExchange under the ticker ‘HE1’. The Company is also quoted on Börse Frankfurt with symbol 9K3.

2.     FUNCTIONALANDPRESENTATIONALCURRENCY

The determination ofan entity’s functionalcurrencyis assessed on an entity-by-entitybasis.Acompany’s functionalcurrencyis definedasthecurrencyoftheprimaryeconomicenvironmentinwhichtheentityoperates.ThefunctionalcurrencyoftheParent Companyis the US Dollar, because it operates in the BVI,where the majorityof its transactions are in US dollars.The functional currency of the Tanzanian subsidiaries is Tanzanian Shillings in which currency the subsidiaries incur payroll costs, licence fees, withholdingtaxfeesandpaymentstolocalsuppliers,andarerequiredtoreportandfileaccountslocally.Thefunctionalcurrency of the US Subsidiary is the US Dollar in which currency the subsidiary incurs operational costs.

Thefunctionalandpresentationalcurrencyof theGroupforyearended30June2026isUSdollars.Thepresentationalcurrency isanaccountingpolicychoice.

3.     SUMMARYOFMATERIALACCOUNTINGPOLICIES

The principalaccounting policies that have been used in the preparation ofthese consolidated FinancialStatements are set out below. These policies have been consistently applied unless otherwise stated.

BASISOFPREPARATION

TheconsolidatedFinancialStatementshavebeenpreparedinaccordancewithInternationalFinancialReportingStandards(IFRS) and IFRS Interpretations Committee (IFRS IC) interpretations as adopted bythe European Union applicable to companies under IFRS and in accordancewithAIM Rules.The FinancialStatements are prepared on the historicalcost basis orthe fairvalue basis where the fair valuing of relevant assets or liabilities has been applied.

The preparation of Financial Statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historicalexperience and factors that are believed to be reasonable under thecircumstances,theresultsofwhichformthebasisofmakingjudgementsaboutcarryingvaluesofassetsandliabilitiesthatare not readily apparent from other sources. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Changes in accounting estimates maybe necessary iftherearechangesinthecircumstancesonwhichtheestimatewasbased,orasaresultofnewinformationormoreexperience. Such changes are recognised in the period in which the estimate is revised.

NEW AND AMENDED STANDARDS ADOPTED BY THE GROUP

There were no new or amended accounting standards that required the Group to change its accounting policies for the year ended 30 June 2026.

 

NEW ACCOUNTING STANDARDS ISSUED BUT NOT YET EFFECTIVE

The standards and interpretations that are relevant to the Group, issued, but not yet effective, up to the date of the Financial Statements are listed below.The Group intends to adopt these standards, if applicable,when theybecome effective.

Standard

Impact on initialapplication

Effectivedate

Amendments to IFRS 18

PresentationandDisclosureinFinancialStatements

1January2027

AmendmentstoIFRS9Financial InstrumentsandIFRS7Financial Instruments: Disclosures: Classification and Measurement of Financial Instruments

PresentationandDisclosureinFinancialStatements

1January2026

AnnualImprovementstoIFRS standards – Volume 11

PresentationandDisclosureinFinancialStatements

1January2026

The Directors have evaluated the impact of transition to the above standards and do not consider that there will be a material impact on the Group’s results or shareholders’ funds. The impact of IFRS 18 is being reviewed.

BASIS OF CONSOLIDATION
Subsidiaries

SubsidiariesareentitiescontrolledbytheGroup.TheGroupcontrolsanentitywhenitisexposedto,orhasrightsto,variablereturns fromitsinvolvementwiththeentityandcouldaffectthosereturnsthroughitspowerovertheentity.TheFinancialStatementsof subsidiaries are included in the consolidated FinancialStatements from the date onwhich controlcommences untilthe date on which control ceases.

TheinvestmentsinsubsidiariesheldbytheCompanyarevaluedatcostlessanyprovisionforimpairmentthatisconsideredto

haveoccurred,theresultantlossbeingrecognisedintheincome statement.

JointVentureoperation

The Group accounts for its interests in joint arrangements in accordance with IFRS 11 Joint Arrangements. A joint operation is an arrangement whereby the parties having joint control have rights to the assets and obligations for the liabilities relating to the arrangement.

WheretheGrouphasaninterestinajointoperation,itrecognisesitsshareoftheassets,liabilities,revenueandexpensesarising from the arrangement in the relevant line items ofthe consolidated financialstatements, in accordancewith the applicable IFRS Accounting Standards.

Jointcontrolexistswheredecisionsabouttherelevantactivitiesrequiretheunanimousconsentofthepartiessharing control.

Non-controllinginterests

Non-controllinginterestsrepresenttheportionofequityinsubsidiariesnotattributable,directlyorindirectly,totheownersofthe parent company. Non-controlling interests are recognised separatelyfrom the equityattributable to owners ofthe parent in the consolidated statement of financial position.

Profitorlossandeachcomponentofothercomprehensiveincomeareattributedtotheownersoftheparentandtonon-controlling interests, even if this results in the non-controlling interests having a deficit balance.

Changes in the Group’s ownership interests in subsidiaries that do not result in a loss of control are accounted for as equity transactions. Any difference between the adjustment to non-controlling interests and the fair value of consideration paid or received is recognised directly in equity attributable to the owners of the parent

TheconsolidatedFinancialStatementsincorporatethefinancialstatementsoftheCompanyanditssubsidiariesupto30 June 2026.

 

TRANSACTIONS ELIMINATED ON CONSOLIDATION

Intra-groupbalancesandtransactions,andanyunrealisedincomeandexpenses(exceptforforeigncurrencytransactiongainsor losses)arisingfromintra-grouptransactions,areeliminated.Unrealisedlossesareeliminatedinthesamewayasunrealisedgains, but only to the extent that there is no evidence of impairment.

FOREIGN CURRENCY TRANSACTIONS

TransactionsinforeigncurrenciesaretranslatedintotherespectivefunctionalcurrenciesofGroupcompaniesattheexchangerates atthedatesofthetransactions.Monetaryassetsandliabilitiesdenominatedinforeigncurrenciesaretranslatedintothefunctional currencyattheexchangerateatthereportingdate.Non-monetaryassetsandliabilitiesthataremeasuredatfairvalueinaforeign currencyare translated into the functionalcurrencyat the exchange ratewhen the fairvaluewas determined. Non-monetaryitems thataremeasuredbasedonhistoricalcostinaforeigncurrencyaretranslatedattheexchangerateatthedateofthetransaction. Foreign currencydifferences are recognised in profit orloss and presented on the statement ofcomprehensive income.

FOREIGN OPERATIONS

The assets and liabilities offoreign operations and fairvalue adjustments arising on acquisition, are translated into United StatesDollars at the exchange rates at the dates ofthe transactions. Foreign currencydifferences are recognised in OCI and accumulated in the translation reserve, except to the extent that the translation difference is allocated to OCI. When a foreign operation is disposed of in its entirety or partially such that control, significant influence or joint control is lost, the cumulative amount in the translation reserve related to that foreign operation is reclassified to profit orloss as part ofthe gain orloss on disposal.

IftheGroupdisposesofpartofitsinterestinasubsidiarybutretainscontrol,thentherelevantproportionofthecumulativeamount isreattributedtoOCI.WhentheGroupdisposesofonlypartofanassociateorjointventurewhileretainingsignificantinfluenceor joint control, the relevant proportion of the cumulative amount is reclassified to profit or loss.

GOING CONCERN
Liquidityand Funding

TheconsolidatedFinancialStatementshavebeenpreparedonagoingconcernbasis.TheGroupincurredanetlossof$3,413,295 andincurredoperatingcashoutflowsof$114,476andisnotexpectedtogeneratepositivecashflowsfromoperationsinthenext 12 months from the date at which these consolidated Financial Statements were approved.

Duringtheyear,theGroupstartedtotransitiontheGalacticaprojectfromexplorationtodevelopment-stagewiththeRukwaproject expected to follow. As a result, operational activity levels and development expenditure are expected to increase significantly relative to prior periods. Management has continued to advance its exploration and development projects and maintain a disciplined approach to the allocation of capital.

On 14 October 2026, the Company announced that it had raised gross proceeds of £3,000,000. The placing is expected to strengthen the Group’s liquidity position and provide additional funding towards its development projects. The extent to which theproceedsextendtheGroup’scashrunwayisdependentonthenetfundsreceived,thetimingofexpenditureandtheGroup’s ongoing funding requirements.

In preparing the going concern assessment, the Directors reviewed detailed cash flow forecasts covering the going concern assessment period. These forecasts incorporate the Group’s approved work programmes, committed expenditure, contractual obligations, corporate overheads and planned development activities.

The principal judgement applied by the Directors relates to the timing and quantum of future expenditure associated with developmentactivitiesandtheextenttowhichsuchexpenditureremainswithinthecontrolofmanagement.Theforecastsreflect thecurrentprojectplanandincludeassumptionsregardingdevelopmentschedules,procurementtimelines,permittingactivities and associated costs.

Key assumptions and sensitivities

TheDirectorshaveconsideredarangeofsensitivities,bothindividuallyandcollectively,tothebasecaseforecast,including:

 

•        increasesindevelopmentandoperatingcosts;

•        accelerationofplannedwork programmes;

•        delaysinachievingprojectmilestones;

•        adversemovementsinforeignexchangerateswhereapplicable;

•        additionalworkingcapitalrequirements;and

•        thetimingoffuturefinancingactivities.

Mitigatingactions

The Directors have identified a number of measures available to manage liquidity and preserve cash resources should actual expenditure or project progress differ from current forecasts.

These include the deferral or reprioritisation of discretionary development activities, postponement of non-essential capital expenditure,reductionsincorporateandconsultancyexpenditure,andthepursuitofadditionalequityfunding,projectfinancing or strategic investment arrangements.

The Group continues to evaluate potentialfarm-in and strategic investment opportunities in relation to the southern Rukwa project, which could reduce future funding requirements. Such arrangements remain subject to negotiation and cannot be assured.

Materialuncertaintyrelatingtogoing concern

The Group’s abilityto meet its forecast expenditure is dependent on the successfulmanagement ofits development programmes, the timing of anticipated project cash flows and, where necessary, access to additional funding.

Althoughthepost-year-endequityplacingrepresentsasignificantcontributiontowardstheGroup’sfundingrequirements, the Directors recognise that further funding will be required to support the Group’s development activities and operating expenditure during the forecast period. The majority of expected capital expenditure within the forecast period is discretionary ratherthancommittedexpenditureandalthoughthereisadegreeofflexibilityonwhentheexpendituresareincurred,theBoard do not want to delay unnecessarily the progress of the Company’s projects.

These conditions indicate the existence of a materialuncertaintythat maycast significant doubt on the Group’s and Company’s abilitytocontinueasagoingconcernand,therefore,theirabilitytorealisetheirassetsanddischargetheirliabilitiesinthenormal course of business.

Notwithstanding this uncertainty, the Directors considerthat the Group has reasonable prospects ofsecuring additionalfunding and implementing appropriate cash preservation measures when required.

Accordingly,theDirectorshaveareasonableexpectationthattheGroupandCompanywillhaveadequateresourcestocontinue in operational existence for the foreseeable future and have therefore prepared these financial statements on a going concern basis.The financialstatements do not include anyadjustments thatwould be required if the going concern basis of preparation were inappropriate.

CASH AND CASH EQUIVALENTS

Cash includes petty cash and cash held in current bank accounts. Cash equivalents include short–term investments that are readily convertible to known amounts of cash and which are subject to insignificant risk of changes in value.

PROPERTY, PLANT, AND EQUIPMENT

Property,plant,andequipmentarestatedatcost,lessaccumulateddepreciation,andanyprovisionforimpairmentlosses.

Depreciationischargedoneachpartofanitemofproperty,plant,andequipmenttowriteoffthecostofassetslesstheresidual value over their estimated useful lives, using the straight–line method. Depreciation is charged to the income statement. The estimated useful lives are as follows:

Officeequipment– 2years

Officefurniture– 6years

Plantandequipment – 5years

Rig– 10years

 

Expensesincurredinrespectofthemaintenanceandrepairofproperty,plantandequipmentarechargedagainstincomewhen incurred. Refurbishments and improvements expenditure,where the benefit is expected to be long lasting, is capitalised as part of the appropriate asset.

DEVELOPMENT ASSETS AND IMPAIRMENT THEREOF

Developmentassetswillbedepreciatedoncetheyaremovedtoproducingassets.TheUnitofProductionMethodwillbeusedby referencetotheratioofproductionintheyearandtherelatedcommercialreservesdiscoveredandbringingthemintoproduction. Depreciation of these assets has not yet commenced as there was no production during the year.

Development assets are assessed for indicators of impairment at each reporting date in accordance with IAS 36 Impairment of Assets. Where indicators of impairment exist, the Group estimates the recoverable amount of the asset or cash-generating unit (CGU) to which the asset belongs.

Therecoverable amount is the higheroffairvalue less costs ofdisposalandvalue in use.Value in use is determined bydiscounting estimated future cash flows arising from the development and subsequent production ofthe underlying resources, using a pre-tax discount rate that reflects the time value of money and risks specific to the asset.

Wherethecarryingamountexceedstherecoverableamount,animpairmentlossisrecognisedimmediatelyinprofitorloss.

 

Impairment losses recognised in priorperiods are reviewed at each reporting date forindications that theymayhave decreased ornolongerexist.Anyreversalisrecognisedinprofitorloss,limitedtothecarryingamountthatwouldhavebeendeterminedhad no impairment loss previously been recognised.

An item of property, plant and equipment ceases to be recognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on cessation of recognition of the asset (calculated as the difference betweenthenetdisposalproceedsandthecarryingamountoftheasset)isincludedintheincomestatementintheyeartheasset ceases to be recognised.

INTANGIBLE ASSETS - EXPLORATION AND EVALUATION ASSETS

TheGroupappliesthefullcostmethodofaccountingforExploration&Evaluation(‘E&E’)costs,havingregardtotherequirements ofIFRS6ExplorationforandEvaluationofMineralResources.Underthefullcostmethodofaccounting,costsofexploringforand evaluatingmineralresourcesareaccumulatedbyreferencetoappropriatecostcentresbeingtheappropriatelicenceareaand/ orlicenceareasheldunderlicenceagreements.Alicenceagreementgrantstherighttoexploreandevaluatemineralresources, andtoacquirethelicenceslateratthediscretionofthelicenceholder.Explorationandevaluationassetsaretestedforimpairment as described further below. Where appropriate, licences may be grouped into a cost pool.

AllcostsassociatedwithE&EareinitiallycapitalisedasE&Eassets,includingpaymentstoacquirethelegalrighttoexplore,costs of technical services and studies, seismic acquisition, exploratory drilling, and testing.

 

Explorationandevaluationcostsincludedirectlyattributableoverheadstogetherwiththecostofmaterialsconsumedduringthe explorationandevaluationphases.Costsincurredpriortohavingobtainedthelegalrighttoexploreanareaareexpenseddirectly to profit and loss as they are incurred.

E&E assets are assessed for impairment when facts and circumstances suggest that the carrying amount may exceed its recoverableamount.Suchindicatorsinclude,butarenotlimitedto,thosesituationsoutlinedinparagraph20ofIFRS6Exploration for and Evaluation of Mineral resources and include the criteria for which a determination is made as to whether commercial reserves exist.

Theaggregatecarryingvalueiscomparedagainsttheexpectedrecoverableamount,byreferencetothepresentvalueoffuture cash flows expected to be derived from production of commercial reserves.

When a licence or pool of licences is abandoned or there is no planned future work, the costs associated with the respective licences are written off in full.

Anyimpairmentlossisrecognisedinprofitandlossandseparatelydisclosed.

 

The Group considers each licence, or where appropriate pool of licences, separately for purposes of determining whether impairment of E&E assets has occurred.

E&ECostsarenotamortisedpriortotheconclusionofappraisalactivities.

 

E&E costs assets related to each exploration licence or pool of licences are carried forward until the technical feasibility and commercialviabilityhasbeendemonstratedandthattheprojecthasprogressedfromtheexplorationandevaluationphaseinto the development phase.

Once the technical feasibility and commercialviability of extracting a mineral resource is demonstrable, the related E&E assets areassessedforimpairmentonanindividuallicenceorcostpoolbasis,asappropriate,assetoutbelowandanyimpairmentloss is recognised in profit and loss. The carrying value, after any impairment loss of the relevant E&E assets is then reclassified as Development Assets within Property, Plant and Equipment.

IMPAIRMENT

All capitalised exploration and evaluation assets are monitored for indications of impairment. Where a potential impairment is indicated, assessment is made for the group of assets representing a cash generating unit.

InaccordancewithIFRS6theGroupfirstlyconsidersthefollowingfactsandcircumstancesintheirassessmentofwhetherthe Group’sexplorationandevaluationassetsmaybeimpaired:

 

(a)              the period forwhich the Group has the right to explore in the specific area has expired during the period orwillexpire in the near future, and is not expected to be renewed.

(b)             substantiveexpenditureonfurtherexplorationforandevaluationofresourcesinthespecificareaisneitherbudgetednor planned.

(c)              explorationforandevaluationofresourcesinthespecificareahavenotledtothediscoveryofcommerciallyviablequantities of mineral resources and the Group has decided to discontinue such activities in the specific area.

(d)             sufficientdataexisttoindicatethat,althoughadevelopmentinthespecificareaislikelytoproceed,thecarryingamountofthe exploration and evaluation asset is unlikely to be recovered in fullfrom successfuldevelopment or by sale.

 

Inadditiontotheabove,theGroupgivesdueconsiderationtothefollowing criteria:

•                 unexpectedgeologicaloccurrencesrendertheresourceuneconomic;

•                 asignificantfallinrealisedorestimatedpricesrendertheprojectuneconomic;or

•                 anincreaseinoperatingcostsoccurs.

Ifanysuchfactsorcircumstancesarenoted,theGroupperformanimpairmenttestinaccordancewiththeprovisionsofIAS36.

 

Theaggregatecarryingvalueiscomparedagainsttheexpectedrecoverableamountofthecashgeneratingunit,definedasthe smallest identifiable group of assets that generates cash inflows largely independently of the cash inflows from other assets or groups ofassets.The recoverable amount is the higherofvalue in use and the fairvalue less costs to sell.An impairment loss is reversediftheassetsorcash-generatingunit’srecoverableamountexceedsitscarryingamount.Areversalofimpairmentlossis recognised in the profit or loss immediately.

PROVISIONS

Aprovision is recognised in the Statement ofFinancialPositionwhen the Group orCompanyhas a present legalorconstructive obligationbecauseofapastevent,anditisprobablethatanoutflowofeconomicbenefitswillberequiredtosettletheobligation. If the effect is material, provisions are determined by discounting the expected future cash flows at a pre–tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability.

TAXATION

Thereisnocurrent taxation

 

Deferred income taxes are calculated using the Statement ofFinancialPosition liabilitymethod on temporarydifferences. Deferred taxisprovidedonthedifferencebetweenthecarryingamountsofassetsandliabilitiesandtheirtaxbases.However,deferredtax isnotprovidedontheinitialrecognitionofgoodwillorontheinitialrecognitionofanassetorliabilityunlesstherelatedtransaction is a business combination or affects tax or accounting profit. Deferred tax on temporary differences associated with shares in subsidiaries and jointventures is not provided ifreversalofthese temporarydifferences can be controlled bythe Companyand itisprobablethatreversalwillnotoccurintheforeseeablefuture.Inaddition,taxlossesavailabletobecarriedforwardaswellas other income tax credits to the Company are assessed for recognition as deferred tax assets.

Deferredtaxliabilitiesareprovidedinfull,withnodiscounting.Deferredtaxassetsarerecognisedtotheextentthatitisprobable thattheunderlyingdeductibletemporarydifferenceswillbeabletobeoffsetagainstfuturetaxableincome.Currentanddeferred taxassetsandliabilitiesarecalculatedattaxratesthatareexpectedtoapplytotheirrespectiveperiodofrealisation,providedthey are enacted or substantively enacted at the Statement of Financial Position date.

Changesindeferredtaxassetsorliabilitiesarerecognisedasacomponentoftaxexpenseintheincomestatement,exceptwhere theyrelatetoitemsthatarechargedorcrediteddirectlytoequity,inwhichcasetherelatedcurrentordeferredtaxisalsocharged or credited directly to equity.

EQUITY

Equitycomprisesthe following:

1.      “Sharepremium”representsthetotalvalueofequitysharesissued(thereisnoparvalue)netofexpensesoftheshareissues.

2.      “Otherreserves”includesthe following:

  1. the“Shareoptionreserve”representthefairvaluesofshareoptionsandwarrantsissuedand
  2. the“Foreignexchangereserve”representsthecumulativetranslationdifferenceonthenetassetsofthesubsidiaries

3.     “Retainedearnings”includeallcurrentandprioryearresults,includingfairvalueadjustmentsonfinancialassets,asdisclosed

intheconsolidatedstatementofcomprehensiveincome.

 

SHARE ISSUE COSTS

Incrementalcostsdirectlyattributabletotheissueofordinarysharesarerecognisedasadeductionfromsharepremiumin

accordancewithIAS32.

SHARE OPTION EXPENSE

The Company awards share options to certain Directors and employees to acquire shares of the Company. Additionally, the Company has issued warrants to providers of equity finance. Warrants issued as part of Share Issues have been determined as equityinstrumentsunderIAS32.Sincethefairvalueofthesharesissuedatthesametimeisequaltothepricepaid,thesewarrants, by deduction, are considered to have been issued at nil value.

All goods and services received in exchange for the grant of any share–based payment are measured at their fair values in accordancewithIFRS2.Whereemployeesarerewardedusingshare–basedpayments,thefairvaluesofemployees’servicesare determined indirectly by reference to the fairvalue of the instrument granted to the employee.

Thefairvalueisappraisedatthegrantdateandexcludestheimpactofnon–marketvestingconditions.Fairvalueismeasuredby useoftheBlackScholesmodel.Theexpectedlifeusedinthemodelhasbeenadjusted,basedonmanagement’sbestestimate,for theeffectsofnon–transferability,exerciserestrictions,andbehaviouralconsiderations.Allequity–settledshare–basedpayments are recognised as an expense in the income statement with a corresponding credit to “other reserves.”

Ifvestingperiods orothernon–marketvesting conditions apply, the expense is allocated overthevesting period, based on the best available estimate ofthe numberofshare options expected tovest. Estimates are subsequentlyrevised ifthere is anyindication that the numberofshare options expected tovest differs from previous estimates.Anycumulative adjustment priortovesting is recognised in the current period. No adjustment is made to anyexpense recognised in prioryears ifshare options exercised are differenttothatestimatedonvesting.Uponexerciseofshareoptions,theproceedsreceivednetofattributabletransactioncosts arecreditedtosharepremium.Onexpiryorcancellationofanoption,theattributabletransactionscostsaredebitedtotheshare premium with a corresponding credit to retained earnings.

Again orloss is recognised in profit orlosswhen a financialliabilityis settled through the issuance ofthe Company’s own equity instruments. The amount of the gain or loss is calculated as the difference between the carrying value of the financial liability extinguished and the fair value of the equity instrument issued. A gain or loss is recognised in profit or loss on the expiry of a financialliability.Theamountofthegainorlossiscalculatedasthedifferencebetweenthecarryingvalueoftheexpiredfinancial liability and the fair value of the equity instrument issued.

FINANCIAL INSTRUMENTS
Financialassets

Classification

TheGroup’sfinancialassetsconsistoffinancialassetsheldatamortisedcost.Theclassificationdependsonthepurposeforwhich the financial assets were acquired. Management determines the classification of its financial assets at initial recognition.

Financialassets heldat amortised cost

Assets that are held forcollection ofcontractualcash flows,where those cash flows represent solelypayments ofprincipaland interest, are measured at amortised cost.Anygain orloss arising on derecognition is recognised directlyin the profit orloss and presentedinothergain/(losses)togetherwithforeignexchangegainsandlosses.Impairmentlossesarepresentedasaseparate line item in the statement of profit or loss.

Theyare included in current assets, except formaturities greaterthan 12 months afterthe reporting date,which are classified as non-current assets. The Group’s financial assets at amortised cost comprise trade and other current assets and cash and cash equivalents at the year-end.

 

Recognitionand measurement

Regular purchases and sales of financial assets are recognised on the trade date – the date on which the Group commits to purchasing or selling the asset. Financial assets are initially measured at fair value plus transaction costs. Financial assets arede-recognisedwhen the rights to receive cash flows from the assets have expired orhave been transferred, and the Group has transferred substantially all of the risks and rewards of ownership.

Financialassetsaresubsequentlycarriedatamortisedcostusingtheeffectiveinterestmethod.

 

Impairmentoffinancialassets

The Group assesses, on a forward-looking basis, the expected credit losses associatedwith its financialassets carried at amortised cost.Fortradeandotherreceivableduewithin12monthstheGroupappliesthesimplifiedapproachpermittedbyIFRS9.Therefore, the Group does not track changes in credit risk, but rather recognises a loss allowance based on the financial asset’s lifetime expected credit losses at each reporting date.

Afinancialasset is impaired ifthere is objective evidence ofimpairment as a result ofone ormore events that occurred afterthe initial recognition of the asset, and that loss event(s) had an impact on the estimated future cash flows of that asset that can be estimated reliably. The Group assesses at the end of each reporting period whether there is objective evidence that a financial asset, or a group of financial assets, is impaired.

ThecriteriathattheGroupusestodeterminethatthereisobjectiveevidenceofanimpairmentlossinclude:

 

•        Significantfinancialdifficultyoftheissuerorobligor;

•        Abreachofcontract,suchasadefaultordelinquencyininterestorprincipalrepayments;

•        The Group, foreconomic orlegalreasons relating the borrower’s financialdifficulty, granting the borrowera concession that the lender would not otherwise consider; and

•        Itbecomesprobablethattheborrowerwillenterbankruptcyorotherfinancialreorganisation.

 

TheGroupfirstassesseswhetherobjectiveevidenceofimpairmentexists.

 

The amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flow(excluding future credit losses that have not been incurred), discounted at the financialasset’s originaleffective interest rate. The asset’s carrying amount is reduced and the loss is recognised in profit or loss.

If,inasubsequentperiod,theamountoftheimpairmentlossdecreasesandthedecreasecanberelatedobjectivelytoanevent occurring afterthe impairmentwas recognised (such as an improvement in the debtor’s credit rating), the reversalofthe previously recognised impairment loss is recognised in profit or loss.

Financialliabilities at amortised cost

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers.Accountspayableareclassifiedascurrentliabilitiesifpaymentisduewithinoneyearorless.Ifnot,theyarepresented as non-currently liabilities.

Tradepayablesarerecognisedinitiallyatfairvalue,andsubsequentlymeasuredatamortisedcostusingtheeffectiveinterest method.

 

Otherfinancialliabilitiesareinitiallymeasuredatfairvalue.Theyaresubsequentlymeasuredatamortisedcostusingtheeffective interestmethod.

 

Financialliabilitiesarede-recognisedwhentheGroup’scontractualobligationsexpireoraredischargedorcancelled.

SEGMENT REPORTING

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision makers. The chief operating decision makers, who are responsible for allocating resources and assessing performance of the operating segments, have been identified as the board of directors.


4.    CRITICALACCOUNTINGJUDGMENTS,ESTIMATESANDASSUMPTIONS

ThepreparationoftheFinancialStatementsinconformitywithIFRSsrequiresmanagementtomakeestimatesandassumptions that affect the reported amounts of the assets and liabilities and disclosure of contingent assets and liabilities at the date of the FinancialStatements and the reported amount of expenses during theyear.Actualresults mayvaryfrom the estimates used to produce these Financial Statements.

Estimatesandjudgementsarecontinuallyevaluatedandarebasedonhistoricalexperienceandotherfactors,including

expectationsoffutureeventsthatarebelievedtobereasonableunderthecircumstances.

 

Significantitemssubjecttosuchestimatesandassumptionsinclude:

CLASSIFICATION OF THE GROUP’S ASSETS (SEE NOTE 11)

Assetscannolongerbeclassifiedasexplorationandevaluationoncethetechnicalfeasibilityandcommercialviabilityofextracting amineralresourcearedemonstrable.

 

During the year, the Group determined that the technical feasibility and commercialviability of extracting mineral resources for the Galactica project had been demonstrated and that the project had progressed from exploration. The date was determined as the date that an off-take agreement was signed i.e. 24 June 2026, on the basis that this is the date at which the Directors deemed technical feasibility and commercialviabilitywas demonstrated. Accordingly, the carrying value of the related exploration and evaluation assets of $7,641,287 was reclassified to Development assets. The reclassification represents a transfer between categories on non-current assets and had no impact on the Group’s profit orloss ortotalnet assets fortheyear.

Whilst the southern Rukwa Helium Project in Tanzania is at an advanced stage of development and a mining licence has been granted, no reserve estimates are available to enable detailed value in use calculations to be prepared. Further, the farm out processforthedevelopmentoftheProjectisongoingandasatthe30June2026,fundingwasnotinplacetofundthecommercial development of the Project.

VALUATION OF DEVELOPMENT ASSETS

ManagementhasassessedtherecoverabilityoftheGroup’sdevelopmentassetsinaccordancewithIAS36ImpairmentofAssets. Forimpairmentassessmentpurposes,cash-generatingunits(CGUs)areidentifiedatprojectlevel,beingthesmallestidentifiable groupsofassetsthatgeneratecashinflowslargelyindependentlyofotherassetsorgroupsofassets.TheGrouphasidentifiedthe Galactica-Pegasus project in the United States and has assessed this CGU as follows :

Therecoverableamountsweredeterminedusingfairvaluelesscostsofdisposal,basedonestimatedfuturecashflowsattributable to each project. The Directors believe that this is the most appropriate method based on what a market participant would be expected to pay for the underlying assets.

Theprincipalassumptionsconsideredindeterminingtherecoverableamountsinclude:

 

•        Estimatedheliumreservesandrecoverableresources;

•        Forecastheliumproductionvolumesandanticipatedcommencementofcommercialproduction;

•        Forecastheliumsellingprices;

•        Estimatedcapitalexpenditurerequiredtocompletedevelopment;

•        Forecastoperatingandproductioncosts;

•        Expectedprojectlives;and

•        Discountratesreflectingthetimevalueofmoneyandrisksspecifictoeachproject.

 

Managementhasconsideredthesensitivityoftherecoverableamountstoreasonablypossibleadversechangesintheprincipal assumptions,particularlyheliumsellingprices,recoverableproductionvolumes,developmentcostsanddiscountrates.Basedon the impairment assessments performed, no impairment was identified during the reporting period.

VALUATION OF EXPLORATION AND EVALUATION EXPENDITURE (SEE NOTE 11)

Explorationandevaluationassetsincludemineralrightsandexplorationandevaluationcosts,includingpaymentstoacquirethe legalrighttoexplore,costsoftechnicalservicesandstudies,seismicacquisition,exploratorydrilling,andtesting.Explorationand evaluationcostsarecapitalisedifmanagementconcludesthatfutureeconomicbenefitsarelikelytoberealisableanddetermines that economicallyviable extraction operation can be established as a result of exploration activities and internal assessment of mineralresources.Accordingto‘IFRS6Explorationforandevaluationofmineralresources’,thepotentialindicatorsofimpairment include:management’splanstodiscontinuetheexplorationactivities,lackoffurthersubstantialexplorationexpenditureplanned, expiryofexplorationlicencesintheperiodorinthenearestfuture,orexistenceofotherdataindicatingtheexpenditurecapitalised is not recoverable.At the end of each reporting period, management assesseswhether such indicators exist for the exploration andevaluationassetscapitalised,whichrequiressignificantjudgement.Thisreviewtakesintoconsiderationlongtermcommodity prices,anticipatedresourcevolumesandsupplyanddemandoutlook.Asof30June2026,additionstoexplorationandevaluation costscapitalisedamountedto$12,103,820,andaftertakingintoaccountanimpairmentof$90,663relatingtotheBalangidaareas, an amount of $7,641,287 in respect of the Galactica project was transferred to development assets under Property, Plant and Equipment in accordance with IFRS 6 (See note 11).

VALUATION OF SHARE OPTION EXPENSE (SEE NOTE 18)

TheGroupissuesshareoptionsandwarrantstoitsemployees,directors,investorsandsuppliers.Thesearevaluedinaccordance withIFRS2“Share-basedpayments”.Incalculatingtherelatedfairvalueontheissueofeithershareoptionsorwarrants,theGroup willuseavarietyofestimatesandjudgementsinrespectofinputsusedincludingsharepricevolatility,riskfreerate,andexpected life. The Group uses the Black Scholes method ofvaluation in determining fairvalue.


5.    SEGMENTINFORMATION

ManagementhasdeterminedtheoperatingsegmentsbasedonreportsreviewedbytheBoardofDirectorsthatareusedtomake strategicdecisions.DuringtheperiodtheGrouphadinterestsinthreekeygeographicalsegments,beingtheBritishVirginIslands, the USA and Tanzania. Activities in British Virgin Islands are limited to corporate management as well as desktop development costs whilst activities in the USA and Tanzania relate to operations and development. The Group structure and management reports received by the Directors are used to make strategic decisions reflecting the split of operations.

 

 

2026 Note

Tanzania BVI

$ $

USA Total

$ $

Other Income Administrative expenses Total impairments

Impairment of intangibles 11

Impairment of loans

Share based payments 19

Foreign exchange

–(339,013)

(90,663)

65,112

(1,999,944)

(38,821)

254

(32,801)

–

65,366

(2,371,758)

(129,484)

(90,663)

–

–

(38,821)

–

–

(90,663)

(38,821)

–

(13,812)

(885,772)

(40,170)

–

–

(885,772)

(53,982)

Loss from operations per reportable segment

(443,488)

(2,899,595)

(32,547)

(3,375,630)

Additions to non-current assets

6,776,674

1,321,707

5,512,722

13,611,103

Intangible assets

41,292,052

8,780,274

–

50,072,326

Reportable segment assets

45,579,381

13,520,971

10,881,529

69,981,881

Reportable segment liabilities

(360,327)

(279,492)

(1,422,424)

(2,062,243)

 

 

 

 

2025

 

Note

Tanzania

$

BVI

$

USA

$

Total

$

Other Income

 

–

71,627

–

71,627

Administrative expenses

 

(391,546)

(1,684,111)

(25,498)

(2,101,155)

Total impairments

 

(1,486,806)

–

–

(1,486,806)

Impairment of intangibles

11

(1,486,806)

–

–

(1,486,806)

Share based payments

 

–

(2,113,655)

–

(2,113,655)

Foreign exchange

 

(16,212)

146,517

–

130,305

Loss from operations per reportable segment

 

(1,894,564)

(3,579,622)

(25,498)

(5,499,684)

Additions to non-current assets

 

6,149,187

7,691,426

–

13,840,613

Intangible assets

 

33,382,493

7,233,634

5,084,330

45,700,457

Reportable segment assets

 

37,990,367

10,818,812

5,084,330

53,893,509

Reportable segment liabilities

 

(230,357)

(460,305)

–

(690,662)

Segmentassetsandliabilitiesareallocatedbasedongeographicallocation.


 

6.    EXPENSESBYNATUREBREAKDOWN

 

 

30June

2026

$

30June

2025

$

Depreciation

981,568

456,888

Depreciation capitalised

(979,516)

(400,065)

Wages and salaries (including Directors’ fees)

1,770,670

2,773,276

Professional & consulting fees

1,012,627

978,889

Foreign exchange movements

53,982

(130,305)

Insurance

165,796

127,111

Office expenses

128,275

144,480

Travel and subsistence expenses

35,499

25,488

Other expenses

142,611

108,743

 

3,311,512

4,084,505

 

Totalexpensesfortheyearhavedecreasedasaresultofthereductionoftheshareoptionexpenseby$1,281,483.

DURINGTHEYEARTHEGROUPOBTAINEDTHEFOLLOWINGSERVICESFROMTHEIRAUDITORS:

 

 

30June

2026

$

30June

2025

$

Fees payable to the Group’s auditors for the audit of the Company

110,184

126,994

Fees payable to the Subsidiaries auditors for the audit of the Subsidiaries

34,472

33,578

 

144,656

160,572

 

 

7.    DIRECTORSANDEMPLOYEES

 

 

30June

2026

$

30June

2025

$

Wages and salaries

729,080

764,374

Social security costs

151,969

119,903

Pension costs

34,140

16,017

Leave Pay Provision

8,351

34,508

Share award expense Employees

21,064

–

Share award expense Directors

32,536

–

Share option expense Employees

287,423

707,312

Share option expense Directors

544,749

1,406,343

Directors’ remuneration(note 7.1)

1,075,010

837,178

 

2,884,323

3,885,635

Less capitalised amounts

(1,113,653)

(1,112,359)

 

1,770,670

2,773,276

 

Wagesandsalariesincludeamountsthatarerechargedbetweensubsidiaries.Someofthesecostsarethen  capitalisedas explorationandevaluationassetsandothersareadministrationexpenses.

 

The share-option expense comprised the fair value of warrants and options granted to directors and employees in respect of servicesprovided.TheshareawardexpensecomprisedawardsofsharetodirectorsandemployeesintermsoftheGroup’slong term incentive plan.

Includingthedirectors,theGrouphadanaveragenumberofeightemployeesduringtheyear(2025: Seven).

 

Thecapitalisedfeesareincludedinproductionanddevelopmentassetsandareincludedintheadditionsfigureinnote12.

 

 

30June

2026

$

30June

2025

$

Amounts attributable to the highest paid director:

Director’s remuneration

 

384,572

 

347,985

 

384,572

347,985

Thehighestpaiddirectorin2026and2025wasLornaBlaisse.DetailsofDirectors’remunerationaredisclosed below.


7.1DIRECTORS’REMUNERATION

 

 

Total

Salaries, Share Share Total

Salaries   Fees &  Option  Award 30June and Fees Bonuses Bonuses Expense Expense              2026

$ $ $ $ $ $

Clive Carver4

15,584

–

15,584

–

–

15,584

James Smith3

101,922

–

101,922

56,670

–

158,592

Sarah Cope

138,010

27,114

165,124

67,670

5,206

238,000

Nishant Dighe2

53,671

–

53,671

–

 

53,671

Nigel Friend

53,671

–

53,671

56,670

–

110,341

Lorna Blaisse

278,381

106,191

384,572

203,059

15,617

603,248

Graham Jacobs

222,184

78,282

300,466

160,680

11,713

472,859

 

863,423

211,587

1,075,010

544,749

32,536

1,652,295

 

 

 

 

Total

 

Salaries,

Share

Total

 

Salaries

 

Fees&

Option

30June

 

andFees

Bonuses

Bonuses

Expense

2025

 

$

$

$

$

$

Russel Swarts1

20,543

–

20,543

126,653

147,196

James Smith

77,924

–

77,924

126,653

204,577

Sarah Cope

62,325

30,418

92,743

150,854

243,597

Nigel Friend

31,170

–

31,170

126,653

157,823

Lorna Blaisse

225,021

122,964

347,985

468,322

816,307

Graham Jacobs

182,680

84,133

266,813

407,208

674,021

 

599,663

237,515

837,178

1,406,343

2,243,521

1 RusselSwartsresignedon4November2024

 

 

 

 

 

2 NishantDighewasappointedon30July2025

 

 

 

 

 

3 JamesSmithresignedon29April2026

 

 

 

 

 

4 CliveCarverwasappointedon29April2026

 

 

 

 

 

 

TheamountsshownasShareOptionExpenseinthetablesaboverelatetothevalueofoptionsgrantedtoDirectors.Thevalueis calculatedusingtheBlackScholesmethodofvaluationandthevaluationreflectsthefairvalueatthedateofgrant.Theexercise prices of these options range from 1 penny to 22 pence per share and therefore in real terms, these options are of no value at present.The ShareAward Expense relates to shares awarded to Directors in terms ofthe Group’s long term incentive plan.

The Directors of the Group are considered to be Key Management Personnel. There are no post-employment benefits, other long-term benefits or termination benefits outstanding.


8.    FINANCE INCOME

 

 

30June

2026

$

30June

2025

$

Finance income

65,366

71,627

 

65,366

71,627

 

Interestwasearnedonsurplusfundsthatwereplacedininterestbearing accounts.


9.    TAXATION

 

 

30June

2026

$

30June

2025

$

Taxation expense

 

 

Current tax

–

–

Deferred tax

–

–

 

–

–

Total tax charge

–

–

Loss before tax

(3,375,630)

(5,499,684)

Tax credit at the applicable rate of 27%

911,420

1,484,915

Effectsof:

 

 

Expenditurenot deductible for tax

(34,961)

(401,438)

Losses carried forward not recognised as a deferred tax asset

(876,459)

(1,083,477)

Tax charge

–

–

The tax rate used is aweighted average ofthe standard rate ofcorporation tax in the UKbeing 25% andTanzania being 30%. No deferredtaxassethasbeenrecognisedinviewoftheuncertaintyoverthetimingoffuturetaxableprofitsagainstwhichthelosses may be offset.

TheCompanyhasunusedtaxlossesofapproximately$9,764,107(2025:$8,887,648)tocarryforwardandsetagainstfutureprofits. Therelateddeferredtaxassethasnotbeenrecognisedinrespectoftheselossesasthereisnocertaintyregardingtheleveland timing of future profits.

 

10.  LOSSPERSHARE

Thecalculationforearningspershare(basicanddiluted)isbasedontheconsolidatedlossattributabletotheequityshareholders of the Company is as follows:

 

 

30June

2026

$

30June

2025

$

Loss attributable to equity shareholders

3,375,630

5,499,684

Weighted average number of Ordinary Shares

8,811,436,347

5,375,300,168

Loss per Ordinary Share ($/cents)

(0.04)

(0.10)

Basic and diluted loss per share have been calculated by dividing the loss attributable to equity holders of the Company after taxationbytheweightedaveragenumberofsharesinissueduringtheyear.Dilutedlosspersharehasnotbeencalculatedasthe options, warrants and loan notes have no dilutive effect given the loss arising in the year.


11.INTANGIBLE ASSETS

Intangibleassetscompriseexplorationandevaluationcostscapitalisedasat30June2026and2025,lessimpairment.

 

During the year, the Group determined that the technical feasibility and commercialviability of extracting mineral resources for theGalacticaprojecthadbeendemonstratedandthattheprojecthadprogressedfromexploration.Thedatewasdeterminedas thedatethatanoff-takeagreementwassignedi.e.24June2026,onthebasisthatthisisthedateatwhichtheDirectorsdeemed technical feasibility and commercial viability was demonstrated.

Accordingly, the carrying value of the related exploration and evaluation assets of $7,641,287 was reclassified to Development assets. The reclassification represents a transfer between categories on non-current assets and had no impact on the Group’s profit or loss or total net assets for the year.

 

 

 

Note

30June

2026

$

30June

2025

$

Exploration & Evaluation Assets – Cost

 

 

 

Opening balance

 

45,700,457

31,729,689

Additions to exploration assets(1)

 

8,325,063

12,815,430

Capitalised depreciation

 

978,883

400,065

Capitalised depreciation in respect of prior year

 

–

279,959

Capitalised directors’ fees and employee wages

7

943,734

1,112,359

Capitalised other expenses

 

521,726

601,141

Shares issued in lieu of services

 

–

248,619

Total additions

10,769,406

15,457,573

VAT transferred from receivables to exploration assets

1,334,413

–

Impairment of intangibles

(90,663)

(1,486,806)

Transfer to Development and Production assets

(7,641,287)

–

Closing balance

 50,072,326

 45,700,457

 

  1.          AdditionsinthecurrentyearfortheGalactica-Pegasusprojectamountedto$2,556,956andtheRukwaproject$5,768,108 respectively.

 

NotepertainingtoExplorationExpenditure–RukwaHeliumProjectTanzania

In accordancewith IFRS 6, the Directors undertook an assessment ofthe following areas and circumstances that could indicate the existence of impairment which included the following:

•        TheGroup’srighttoexploreinanareahasexpiredorwillexpiresoonwithoutrenewal.

•        Nofurtherexplorationorevaluationisplannedorbudgetedfor.

•        AdecisionhasbeentakenbytheBoardtodiscontinueexplorationandevaluationinanareaduetotheabsenceofacommercial

levelofreserves;and

•        Sufficientdataexiststoindicatethatthebookvaluewillnotbefullyrecoveredfromfuturedevelopmentandproduction.

 

Following this assessment and outcome, the Directors reached a decision to impairallcosts associatedwith the Balangida areas at fullcarryingvalue of$90,663.This reflects the fact that the Group’s focus is currentlyon the southern Rukwa Helium Project area over which the ML has been granted.

Notepertainingto2025ExplorationExpenditure–Galactica-PegasusProjectColorado

In October2024, the Companyconcluded a Farm-inAgreementwith Blue StarHelium (“Blue Star”)wherebythe Companyearned a 50%interestinaheliumdevelopmentproject(“theGalacticaProject”)inColorado,USA,inexchangeforthepaymentof$1.5million toBlueStarinconsiderationforpastcostsandfundingthedrillingofsixdevelopmentwells.BlueStarwillcontinuetoactasoperator of the Galactica Project.

CostsincurredinconnectionwiththistransactionhavebeencapitalisedinaccordancewithIFRS6,“ExplorationforandEvaluationof Mineralresources,”andwillbe amortised upon commencement of helium production,whichwas expected to commence in the third quarterof2026.TheassetwillthenbereclassifiedandaccountedforintermsofIAS16.

CriticalJudgements

WhilsttheRukwaprojectinTanzaniaisatanadvancedstageofdevelopmentandamininglicencehasbeengranted,noreserve estimatesareavailabletoenabledetailedvalueinusecalculationstobeprepared.

ReclassificationofExplorationassetstoTangibleFixedAssets–Galactica-PegasusProjectColorado

Attheendofthefinancialyear,theCompanyreclassifiedthecarryingvalueofitsExplorationandEvaluationassetsinrespectofthe Galactica-Pegasus project in Colorado to Development assetswithin PPE.This reclassificationwe effected on 24June 2026when a commercial off-take agreement was signed.

Recoverabilityconsiderations

In accordance with IFRS 6, management performed an impairment assessment of the Pegasus assets immediately prior to reclassification.

VAT

Anamountof$1,334,413relatingtoVATpreviouslyshownasareceivablewastransferredtoexplorationassetsduringthecurrent year.Seenote13forfurtherinformationontherecoverabilityconsiderations.

 

 

12.PROPERTY,PLANTANDEQUIPMENT

 

 

Development

assets

FieldEquipment

Office

equipment

 

Total

 

$

$

$

$

Cost

 

 

 

 

As at 1 July 2024

–

3,243,276

27,442

3,270,718

Additions

–

56,200

1,796

57,996

Foreign Exchange Movement

–

19,929

–

19,929

As at 30 June 2025

–

3,319,405

29,238

3,348,643

Additions(1)

ReclassificationfromIntangibleassets

–

7,641,287

3,843,721

–

613

–

3,844,334

7,641,287

Asat30June2026

7,641,287

7,163,126

29,851

14,834,264

 

Accumulated depreciation

As at 1 July 2024

 

–

 

(282,015)

 

(21,990)

 

(304,005)

Foreign Exchange Movement

–

(2,380)

572

(1,808)

Charge for the year

–

(452,640)

(4,248)

(456,888)

As at 30 June 2025

–

(737,035)

(25,666)

(762,701)

Foreign Exchange Movement

Charge for the year

As at 30 June 2026

–

–

–

69,995

(978,883)

(1,645,923)

(401)

(2,685)

(28,752)

69,594

(981,568)

(1,674,675)

Carrying Amount

At 30 June 2025

 

–

 

2,582,370

 

3,572

 

2,585,942

At 30 June 2026

7,641,287

5,517,203

1,099

13,159,589

 

DEVELOPMENTASSETS

Onreclassification,thecarryingamountoftheexplorationandevaluationassetistransferredtodevelopmentassets(Seenote11 ExplorationandEvaluationassets).Subsequentexpendituredirectlyattributabletothedevelopmentofthemineralresourceand to bringing the assets to the location and condition necessary for them to be capable of operating in the manner intended by management is capitalised as part of the cost of the development assets, where the recognition criteria are met.

Development assets include costs associated with the development and construction of the mine and related infrastructure, together with qualifying costs previously recognised as exploration and evaluation assets.

Developmentassetsarecarriedatcostlessaccumulateddepreciationandaccumulatedimpairment losses.

 

Development assets are not depreciatedwhile theyare underdevelopment. Depreciation commenceswhen the relevant asset is available for use or when commercial production commences, as appropriate. From that date, the assets are depreciated using a unit-of-production method based on the estimated economically recoverable reserves to which the assets relate. The Galactica‑Pegasus assets have not yet commenced with production so are not subject to depreciation.

Development assets are assessed at each reporting date for indicators of impairment in accordance with IAS 36 Impairment of Assets. Indicators include adverse changes in helium prices or market conditions, delays in project development, unsuccessful welltesting,reductionsinestimatedrecoverableresources,increaseddevelopmentcosts,fundingconstraintsandchangesinthe technical or commercial viability of the projects.

Whereindicatorsofimpairmentareidentified,therecoverableamountoftherelevantassetorcash-generatingunitisdetermined as the higher of its value in use and fairvalue less costs of disposal.An impairment loss is recognised in profit or loss where the carrying amount exceeds the recoverable amount.

Intangible development assets not yet available for use are tested for impairment annually, irrespective ofwhether impairment indicators exist.

IMPAIRMENTASSESSMENTOFDEVELOPMENT ASSETS

ManagementhasassessedtherecoverabilityoftheGroup’sdevelopmentassetsinaccordancewithIAS36ImpairmentofAssets. Forimpairmentassessmentpurposes,cash-generatingunits(CGUs)areidentifiedatprojectlevel,beingthesmallestidentifiable groupsofassetsthatgeneratecashinflowslargelyindependentlyofotherassetsorgroupsofassets.TheGrouphasidentifiedthe Galactica‑Pegasus project in the United States and has assessed this CGU as follows :

The recoverable amounts were determined usingfair value less costs of disposal, based on estimated future cash flows attributable to each project. The Directors believe that this is the most appropriate method based on what a market participant would be expected to pay for the underlying assets.

Theprincipalassumptionsconsideredindeterminingtherecoverableamountsinclude:

 

•        Estimatedheliumreservesandrecoverableresources;

•        Forecastheliumproductionvolumesandanticipatedcommencementofcommercialproduction;

•        Forecastheliumsellingprices;

•        Estimatedcapitalexpenditurerequiredtocompletedevelopment;

•        Forecastoperatingandproductioncosts;

•        Expectedprojectlives;and

•        Discountratesreflectingthetimevalueofmoneyandrisksspecifictoeachproject.

GALACTICA-PEGASUS–UNITEDSTATES

The recoverable amount ofthe Galactica-Pegasus development assetswas assessed using a discounted cash flowmodel.The assessment incorporates estimated production volumes, forecast helium prices, remaining development costs and expected operating expenditure. A pre-tax discount rate of 10% was applied to the projected cash flows.

SENSITIVITYANALYSIS

Managementhasconsideredthesensitivityoftherecoverableamountstoreasonablypossibleadversechangesintheprincipal assumptions, particularly helium selling prices, recoverable production volumes, development costs and discount rates.

Basedontheimpairmentassessmentsperformed,noimpairmentwasidentifiedduringthereportingperiod. The Group’s property, plant and equipment are free from any mortgage or charge.

(1)  AdditionstofieldequipmentincludetheacquisitionofwelldevelopmentassetsrelatedtotheGalacticaproject($3,396,579), as well as an ESP System and well control equipment ($447,142).

 

13.TRADEANDOTHERRECEIVABLES

Non-currentotherreceivablesareasfollows:

 

 

30June

2026

$

30June

2025

$

VAT Receivable

–

1,334,413

Duringtheyear,VATwasreclassifiedtoExplorationandEvaluationassets.ThedecisiontoreclassifytheVATwastakenduetothe length of time that it is taking the Tanzanian RevenueAuthority to settle this claim. In 2020,VAT receivable was reclassified as a non-currentassetfromacurrentassetastheamountswillonlybecomereceivablewhenreviewedandagreedbytheTanzanian Revenue Authority in accordance with VAT legislation, but this is not estimated to occur in the next 12-month period. There is a degree of uncertainty regarding the full recoverability of amounts previously claimed, but we have decided not to impair this amountbasedonopinionsreceivedfromourlocaladvisoryCompany.Theyareoftheopinionthatweshouldbeabletorecover this amount in full once the group is in an income generating position.

TheVATbalancetransferredtoExplorationandEvaluationassetswasincludedinthecarryingamountoftherelevant cash-generatingunitforthepurposesoftheimpairmentassessmentperformedinaccordancewithIAS36Impairment ofAssets. Theassessmentindicatedthattherecoverableamountofthecash-generatingunitexceededitscarryingvalue,providingsufficient headroomtosupportthecarryingamountofthedevelopmentassets,includingthecapitalisedVAT.Accordingly,noimpairment charge was recognised during the year.

Otherreceivablesareasfollows:

 

 

30June

2026

$

30June

2025

$

Prepayments

119,096

1,067,770

Other receivables

78,376

52,172

 

197,472

1,119,942

Prepaymentsincludeamountspaidtosupplierswhichcoverperiodsbeyondthecurrentfinancialyear.Theprioryearincludesa payment of $961,371 for the Mining Licence that was awarded on 4 July 2025.


14.CASHANDCASHEQUIVALENTS

 

 

30June

2026

$

30June

2025

$

Cash and cash equivalents

6,552,494

3,152,755


15.TRADE AND OTHER PAYABLES

 

 

30June

2026

$

30June

2025

$

Trade payables

800,990

158,572

Accruals

1,018,127

386,019

Other creditors

243,126

146,071

 

2,062,243

690,662

Tradepayablesincreasedinthecurrentyearcomparedtotheprioryearwiththecurrentyearreflectingthecashrequirementsfor the Galactica‑Pegasusproject.ThisisthesameforaccrualswhichincludesanamountforpaymentsduefortheGalactica‑Pegasusproject.

 

 

16.SHARE PREMIUM

 

 

 

Number of

Ordinaryshares

 

Total

 

shares

$

$

As at 30 June 2024

5,315,710,763

89,196,969

89,196,969

Shareissue costs

–

(4,066,059)

(4,066,059)

Issued and fully paid at 30 June 2024

5,315,710,763

85,130,910

85,130,910

Issueof new shares – 30 August 2024(1)

590,000,000

8,448,669

8,448,669

Issueof new shares – 06 December 2024(2)

15,716,133

233,801

233,801

Issue of new shares – 28 May 2025(3)

1,341,463

14,818

14,818

Issueof new shares – 09 June 2025(4)

296,138,418

–

–

Movementfor 2025

903,196,014

8,697,288

8,697,288

Issued and fully paid at 30 June 2025

6,218,906,777

93,828,198

93,828,198

Shareissue costs

 

(501,746)

(501,746)

 

6,218,906,777

93,326,452

93,326,452

 

Issue of new shares – 30 August 2025(5)

795,619,859

5,029,804

5,029,804

Issue of new shares – 25 September 2025(6)

702,127,658

2,201,006

2,201,006

Issue of new shares – 8 October 2025(7)

1,605,504,587

4,695,749

4,695,749

Issue of new shares – 31 March 2026(8)

833,333,334

6,613,787

6,613,787

Movement for 2026

3,936,585,438

18,540,346

18,540,346

Issued and fully paid at 30 June 2026

10,155,492,215

111,866,798

111,866,798

Shareissue costs

 

(1,296,356)

(1,296,356)

 

10,155,492,215

110,570,442

110,570,442

 

 

2026

$

2025

$

Movement in share issue costs

 

 

Opening balance

4,567,805

4,066,059

Current year costs

1,296,356

501,746

As at 30 June

5,864,161

4,567,805

 

Allsharesissuedareissuedatnoparvalue.Allnewsharesissuedwillrankparipassuwiththeexistingordinarysharesinissue.

 

(1)   On30August2024theCompanyraisedgrossproceedsof(£6,431,000)$8,488,668throughtheplacingof590,000,000new ordinary shares in the Company at a price of 1.09p per share.

(2)   On 06December2024theCompanyissued15,716,133newordinaryshares intheCompanytoaserviceproviderata priceof 1.18pforavalueof(£185,633)$233,801.

(3)   On28May2025theCompanyissued1,341,463newordinarysharesintheCompanytoaserviceprovideratapriceof0.82pfor a value of (£11,000) $14,818.

(4)   On09June2025theCompanyissued296,138,418newordinarysharesintheCompanytotheEmployeeBenefitTrust(“EBT”) forzerovalue.TheEBTwasestablishedduringtheperiodasafacilityforsourcingsharestosettleemployeeincentiveawards, either existing options or future long term incentive awards.The EBT is a discretionary trust established for the benefit of current and former employees of the Helium One group and has been established in Jersey.Although the EBT has been establishedbyHeliumOne,theEBTisindependentofthecompanyandismanagedbyatrustee.Thetrusteemustexercise itsfiduciarydutytoactinthebestinterestsoftheclassofbeneficiariesofthetrustasawhole.TodatetheCompanyhasissued 296,138,418ordinarysharesintheCompanytotheEBT.TherehasbeennofinancialcontributiontotheTrustandnofunding arrangements,giventhattheshareswereissuedatnoparvalue.TherehasbeennomovementinthesharesheldbytheEBT during the period.

(5) On 30August 2025 the Companyraised gross proceeds of (£ 3,725,000) $5,029,804 through the placing of 795,619,859 new ordinary shares in the Company at a price of 0.48p per share.

(6)   On25September2025theCompanyraisedgrossproceedsof(£1,650,000)$2,201,006throughtheplacingof702,127,658new ordinary shares in the Company at a price of 0.24p per share.

(7) On8October2025theCompanyraisedgrossproceedsof(£3,500,000)$4,695,749throughtheplacingof1,605,504,587new ordinary shares in the Company at a price of 0.22p per share.

(8) On 31 March 2026 the Company raised gross proceeds of (£ 5,000,000) $6,613,787 through the placing of 833,333,334 new ordinary shares in the Company at a price of 0.6p per share.


17. SHARE-OPTIONANDSHAREAWARDEXPENSE

UnderIFRS 2, an expense is recognised in the statement ofcomprehensive income forequitysettled share-based payments, at thefairvalueatthedateofgrant.Ifthispaymentrelatesdirectlytothecostofraisingfundsthroughtheissueofshares,thenitis debited against the share premium reserve.The share-based paymentswere allvalued using the Black-Scholes Pricing Model.

 

The Group has a share option scheme that entitles key management personnel to purchase shares at the market price of the sharesatgrantdate.Currently,theseschemesarelimitedtokeymanagementpersonnelandcertainkeycontractors.Thevesting conditions are as set out in the Report of the Directors.The share-based payments credited to the Share Premium account all related to share options issued to Directors and key management personnel.

 

NowarrantsweregrantedduringtheyearthatweredeterminedasequityinstrumentsunderIAS32. The application of IFRS 2 gave rise to the following share-based payments:

 

2026

$

2025

$

Share-option expense for the year

832,172

2,113,655

Share award expense for the year

53,600

–

Warrants exercised

–

(128,029)

Options expired

(883,272)

–

Movement in Share Option Reserve

2,500

1,985,626

Thefollowingtablesetsoutthemovementsofwarrantsandoptionsduringtheyear:

 

 

 

 

2026

Warrantsand

Options

2026

Weightedaverageexerciseprice

$

 

 

2025

Warrantsand

Options

2025

Weightedaverageexerciseprice

$

Outstanding at the beginning of the year

323,066,670

0.11

70,341,826

0.11

Granted during the year

–

–

259,000,000

0.01

Exercised during the year

–

 

–

 

Expired during the year

(5,166,670)

0.05

(6,275,156)

0.05

Lapsed during the year

(22,700,000)

–

–

–

Outstanding at the end of the year

295,200,000

0.03

323,066,670

0.03

Thewarrantsandoptionsoutstandingat30June2026hadanexercisepriceintherangeof$0.0125to$0.295(2025:rangeof $0.0125to$0.295)andaweighted-averagecontractuallifeof7.22years(2025:9.38years).

MEASUREMENTOFFAIRVALUESONEQUITY-SETTLEDSHAREOPTIONEXPENSEARRANGEMENTS

The fair value of the employee share options has been calculated using the Black-Scholes formula. Service and non-market performance conditions attached to the arrangements were not considered in measuring fairvalue.


TERMSANDVALUATIONOFTHELONG-TERMINCENTIVEAWARDS(LTIP)

TheCompanyoperatesadiscretionaryLong-TermIncentivePlan(LTIP)underwhichshareoptionsandconditionalshareawards may be granted to eligible employees and executive directors.Awards ordinarily vest after three years, subject to continued employmentandthesatisfactionofanyperformanceconditionsdeterminedbytheRemunerationCommittee.Shareoptionsmay be exercised following vesting for a period of up to ten years from the grant date.

Awardsgenerallylapseonterminationofemployment,subjecttocertaingood-leaverprovisions.TheRemunerationCommittee mayimposea post-vestingholding period,generallyup totwoyears,and allawards aresubject tomalus andclawbackprovisions.

ThePlanlimitsawardsto75%ofanemployee’sannualbasesalaryandrestrictstheaggregateallocationofsharesunderemployee share plans to 10% ofissued ordinaryshare capitalovera rolling ten-yearperiod.Thevalue ofthe awards is amortised overthe vestingperiodandexpensedaccordingly.Theinputsusedinthemeasurementofthefairvaluesatgrantdateoftheequity-settled share-based payments were as follows:

 

 

Award

Award

Award

21 06 2021

23 02 2023

12 09 2023

Fair value at grant date

0.270

0.054

0.043

Shareprice at grant date

0.257

0.065

0.078

Exercise price

0.296& 0.134

0.078

0.083

Expected volatility

76%

85%

64%

Expected life years

10

10

5

Expected dividend yield

–

–

–

Risk-free interest rate

3.20%

3.57%

4.06%

 

 

Award

Award

29 04 2024

01072024

Fair value at grant date

0.174

0.099

Shareprice at grant date

0.174

0.099

Exerciseprice

0.019

0.013

Expected volatility

222%

212%

Expected life years

7

10

Expected dividend yield

–

–

Risk-free interest rate

4.41%

4.09%

Therisk-freerateofreturnisbasedonzeroyieldgovernmentbondsforatermconsistentwiththeoptionlife.Expectedvolatility was determined by reviewing benchmark value from comparator companies.

TheCompanyhasissuedthefollowingwarrantsandoptions,whicharestillinforceatthebalancesheet date:

 

 

 

Grantdate

Numberof warrantsand

options

 

 

Expirydate

 

Exerciseprice

$ pershare

21 June 2021

3,000,000

20June 2031

0.134

21 June 2021

12,950,000

20June 2031

0.296

23 February 2023

5,000,000

23February2033

0.078

12 September 2023

29,250,000

12September2028

0.083

29April 2024

2,000,000

29April2031

0.019

1 July 2024

243,000,000

30June 2034

0.013

 

295,200,000

 

 

There are 295,200,000 (2025: 323,066,670) options/warrants exercisable atyearend.An amount of $885,772 (2025: $2,113,625)was charged to profit and loss for the year.

 

TheCompanyhasawardedthefollowingshares:

 

Grantdate

 

 

Numberofshares

 

 

Vestingdate

16 April 2026

94,378,108

16April2029

 

94,378,108

 

18.OTHERRESERVES

 

 

 

 

Foreigncurrencyreserve

2026

$

2025

$

Opening balance

(2,858,054)

(3,500,332)

Movement current year

(37,665)

642,278

As at 30 June

(2,895,719)

(2,858,054)

 

 

Shareoptionreserve

2026

$

2025

$

Opening balance

6,827,201

4,600,130

Share-option expense

832,172

2,113,655

Share award expense

53,600

–

Warrants expired

(883,272)

(128,029)

Revaluation of Prior Year Options

–

241,445

As at 30 June

6,829,701

6,827,201

Total Other Reserves

3,933,982

3,969,147

19.FINANCIALINSTRUMENTS
CAPITAL RISK MANAGEMENT

The Group’s objective when managing capital is to safeguard the entity’s ability to continue as a going concern and develop its mineral exploration and development and other activities to provide returns for shareholders and benefits for other stakeholders.

The Group’s capital structure comprises all the components of equity (all share capital, share premium, retained earnings when earned and other reserves). When considering the future capital requirements of the Group and the potential to fund specific project development via debt, the Directors consider the risk characteristics of the underlying assets in assessing the optimal capital structure.

The Group’s activities expose it to a variety of financial risks: market risk (including foreign currency risk and price risk), credit risk and liquidity risk. The Group’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group’s financial performance.

FAIRVALUEOFFINANCIALINSTRUMENTS

The fair values of the Company’s financial instruments on 30 June 2026 and 30 June 2025 did not differ materially from their carrying values.

 

The Group measures fair values using the following fair value hierarchy that reflects the significance of the inputs used in making the measurements:

•            Level1 fairvalue measurements are those derived from inputs otherthan quoted prices that are observable forthe asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

•            Level2 fairvalue measurements are those derived fromvaluation techniques that include inputs forthe asset orliabilitythat are not based on observable market data (unobservable inputs).

•            Level3 assets are assetswhose fairvalue cannot be determined byusing observable inputs ormeasures, such as market prices ormodels.Level3assetsaretypicallyveryilliquid,andfairvaluescanonlybecalculatedusingestimatesorrisk-adjustedvalueranges.

MARKETRISK

MarketriskarisesfromtheGroup’suseofinterestbearingandforeigncurrencyfinancialinstruments.Itistheriskthatfuturecash flows of a financial instrument will fluctuate because of changes in interest rates (interest rate risk), and foreign exchange rates (currency risk). No such instruments are held by the Group and therefore no risk has been identified.

PRICERISK

PriceriskarisesfromtheexposuretoequitysecuritiesarisingfrominvestmentsheldbytheGroup.Nosuchinvestmentsareheld by the Group and therefore no risk has been identified.

 

FOREIGNEXCHANGERISK

TheGroupoperatesinternationallyandisexposedtoforeignexchangeriskarisingfromvariouscurrencyexposures,primarilywith respecttothePoundsterling,USDollarandTanzanianShilling.Foreignexchangeriskarisesfromrecognisedmonetaryassetsand liabilities,where theymaybe denominated in a currencythat is not the Group’s functionalcurrency.While theTanzanian Shilling has depreciated marginallysince 1July2025 (from 1TZS = 0.000379 USD to 1TZS = 0.000381 USD) theTanzanian Shilling risk is mitigatedbythefactthatHeliumOnewouldonlyhaveonemonth’scashrequirementonhandatanyonetimeandthisisusually heldinUSDollars.AnothersignificantriskinTanzaniaisaUSDollarriskastheloanstoTanzaniansubsidiariesaredenominatedin US Dollars.The Directors considerthat, forthe time being, no hedging orotherarrangements are necessaryto mitigate this risk.

 

On the assumption that all other variables were held constant, and in respect of the Group and the Company’s expenses the potentialimpactofa20%increase/decreaseintheUSD:TanzanianShillingforeignexchangerateontheGroup’slossfortheyear and on equity is as follows:

 

 

30June

2026

30June

2025

Increase/(decrease) in USD/ TzSh

 

 

20%

88,698

378,913

-20%

(88,698)

(378,913)

CREDITRISK

CreditriskistheriskthattheGroupwillsufferafinanciallossasaresultofanotherpartyfailingtodischargeanobligationandarises from cash and otherliquid investments depositedwith banks and financialinstitutions.The Group considers the credit ratings of banksinwhichitholdsfundstoreduceexposuretocreditrisk.TheGroupwillonlykeepitsholdingsofcashandcashequivalents with institutions which have a minimum credit rating of ‘BBB’.

Whilst the cash holdings are deposited with institutions in terms of the policy, the Group considers that it is not exposed to any significant increases in credit risk and no Expected Credit Loss has been recognised.

TheGroupconsidersthatitisnotexposedtomajorconcentrationsofcredit risk.

 

The Group holds cash as a liquid resource to fund its obligations. The Group’s cash balances are held primarily in US Dollars.The Group’s strategy for managing cash is to assess opportunity for interest income whilst ensuring cash is available to match theprofileoftheGroup’sexpenditure.Thisisachievedbyregularmonitoringofinterestratesandmonthlyreviewofexpenditure forecasts. Short term interest rates on deposits have for the fiscalyear been very unattractive.

TheGrouphasapolicyofnothedgingandthereforetakesmarketratesinrespectofforeignexchangerisk;however,itdoesreview its currencyexposures on an ad hoc basis. Currencyexposures relating to monetaryassets held byforeign operations are included within the foreign exchange reserve in the Group Balance Sheet.

ThecurrencyprofileoftheGroup’scashandcashequivalentisasfollows:

 

 

 

30June

2026

$

30June

2025

$

Cash and cash equivalents

 

 

US Dollar

2,160,558

2,094,351

GBP

4,315,021

1,042,097

Tanzanian Shillings

76,915

16,307

Total

6,552,494

3,152,755

Ontheassumptionthatallothervariableswereheldconstant,andinrespectoftheGroup’scashposition,thepotentialimpactof a20%increaseintheGBP:USDforeignexchangeratewouldnothaveamaterialimpactontheGroup’scashpositionandassuch is not disclosed.

LIQUIDITYRISK

Liquidityrisk arises from the possibilitythat the Group and its subsidiaries might encounterdifficultyin settling its debts orotherwise meetingitsobligationsrelatedtofinancialliabilities.Inadditiontoequityfunding,additionalborrowingshavebeensecuredinthe past to finance operations.The Companymanages this risk bymonitoring its financialresources and carefullyplans its expenditure programmes. Financial liabilities of the Group comprise trade payables which mature in less than six months.

INTERESTRATERISK

TheGrouphasnomaterialexposuretointerestraterisk.


20.CATEGORIES OF FINANCIAL INSTRUMENTS

Intermsoffinancialinstruments,thesesolelycompriseofthosemeasuredatamortisedcostsandareas follows:

 

 

30June

2026

$

30June

2025

$

Liabilities at amortised cost

2,062,243

690,661

Cash and cash equivalents at amortised cost

6,552,494

3,152,755

Financial assets at amortised cost

78,376

52,172

 

6,630,870

2,514,267

 

21.LIST OF SUBSIDIARIES

At30June2026,theGroupconsistsofthefollowing subsidiaries:

 

 

 

Share

 

 

 

capital

Share

Principal

held by

capital

 

Countryof

placeof

Ultimate

held by

Principal

Nameofsubsidiary

incorporation

business

Parent

Group

activities

Black Swan Resources Limited

BVI

BVI

100%

100%

Holding

Helium One (Stahamili) Limited

Tanzania

Tanzania

Nil

100%

Helium Exploration

Helium One (Njozi) Limited

Tanzania

Tanzania

Nil

100%

Helium Exploration

Helium One (Gogota) Limited

Tanzania

Tanzania

Nil

100%

Helium Exploration

Helium One Treasury Limited

BVI

BVI

100%

100%

Holding

Helium One (UK) Limited

UK

UK

Nil

100%

AdministrationServices

Northcote Energy Limited

Cayman

Cayman

Nil

100%

Holding

Northcote USAInc

USA

USA

Nil

100%

HeliumDevelopment

East Africa Holdings Limited

UK

UK

100%

100%

Dormant

Songwe Helium Limited

Tanzania

Tanzania

Nil

83%

Helium Extraction

Tunduizi Tanzania Limited

Tanzania

Tanzania

Nil

100%

Helium Exploration

 

BlackSwanResourcesLimitedholds99%ofHeliumOne(Stahamili)Limited,HeliumOne(Gogota)LimitedandHeliumOne(Njozi) Limited.Theremaining1%isheldbyHeliumOneGlobalLimited.ThisisduetoTanzanianlawstatingthatacompanymusthavea minimum of two shareholders.

EastAfricaHoldingsLimitedholds99%ofTunduiziTanzaniaLimited.Theremaining1%isheldbyHeliumOneGlobalLimited.This is due to Tanzanian law stating that a company must have a minimum of two shareholders

EastAfrica Holdings Limited holds 83% ofSongwe Helium Limited.The remaining 17% is held bytheTreasuryRegistrarofTanzania. Helium One Holdings was deregistered during the current year.


22.COMMITMENTS

The Group currentlyhas a Mining Licence overthe southern Rukwa Helium Projectwhich has been granted foran initial10-year periodatanannualcostof$960,000.Thislicencewasawardedon4July2025.TheannualMiningLicenceFeeis$960,000and is payable annuallyon 4July.The fee forthe 2027 financialyearwas paid inJuly2026 and capitalised to exploration assets.

TheGrouppreviouslyhadaninterestin16prospectinglicences(PL’s)inTanzania.Thesewereinitiallygrantedforaperiodoffour yearswiththeoptiontoextendonfirstrenewalforfurtherthreeyearsandsecondrenewalofafurthertwoyears.ThesePL’shave now either been captured within the ML area or have expired and will not be renewed.

 

 

23.RELATEDPARTIES
A.   Parentandultimatecontrollingparty

Thereisnoultimatecontrollingparty.

B.    Transactionswithkeymanagementpersonnelandtransactions

Keymanagementpersonnelcompensationandtransactionsaredisclosedinnote7.

C.   Otherrelatedpartytransactions

Otherrelatedpartytransactionswereinrespectoftransactionswithothergroupcompaniesandhavebeeneliminatedon consolidation.

Allrelatedpartytransactionstookplaceatarm’s length.


24.RECONCILIATIONOFMOVEMENTINDEBTPOSITION

 

 

 

At30June Cash

2025 flows

$ $

Foreignexchangemovements

$

 

At30June

2026

$

Cash and Cash equivalents

Cash

 

 

3,152,755

 

 

3,491,386

 

 

(91,647)

 

 

6,552,494

TOTAL

3,152,755

3,491,386

(91,647)

6,552,494

 

 

 

At30June

2024

$

 

Cash

flows

$

Foreignexchangemovements

$

 

At30June

2025

$

Cash and Cash equivalents

Cash

 

 

11,647,723

 

 

(9,267,551)

 

 

772,583

 

 

3,152,755

TOTAL

11,647,723

(9,267,551)

772,583

3,152,755

 

25.POSTBALANCESHEETEVENTS

On 14Julythe Companyannounced first helium sold from the Piñon Canyon plant at the Galactica-Pegasus Project in Colorado, USA.

On 28July2026 the Companyannounced the first sales ofhelium underthe helium offtake agreement announced inJune 2026 with regular trailer fills now proceeding on a scheduled basis.

On1September2026,theCompanyannouncedthattheheliumofftakeagreementannouncedinJune2026wouldbeextended to 31 March 2027 while the operator continues to negotiate wider, longer-term offtake arrangements.

On14October2026,theCompanyannouncedthatithadraisedgrossproceedsof£3,000,000bywayofaplacingof1,034,482,758 new ordinary shares at a price of 0.29p per share

ThenetcashraisedfromthePlacingwillbe used:

 

•            tofundthecontinueddevelopmentoftheGalactica-PegasusProjectinColorado,USA;and

 

•            forthepaymentoftheannualmininglicencefeeonthesouthernRukwaHeliumProject.

 

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