HELIX EXPLORATION PLC - COMPANY NUMBER 15160134

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

FOR THE PERIOD ENDING 31 MARCH 2024

1              General information

Helix Exploration Plc ("the Company") was incorporated on 23 September 2023 in England and Wales with Registered Number 15160134 under the Companies Act 2006.

The address of its registered office is Eccleston Yards, 25 Eccleston Place, London SW1W 9NF, United Kingdom.

The principal activity of the Company and its subsidiaries collectively referred to as "the Group" is the development and exploitation of small-scale gas leases which will be held via its 100 per cent. interest in Hereford Resources, LLC ("Hereford") in the United States of America state of Montana. The acquisition of Hereford was completed post period end and hence stand-alone Company financial statements have been presented.

2              Accounting policies

IAS 8 requires that the directors shall use their judgement in developing and applying accounting policies that result in information which is relevant to the economic decision-making needs of users, that are reliable, free from bias, prudent, complete and represent faithfully the financial position, financial performance and cash flows of the entity.

3              Basis of preparation

The unaudited condensed interim financial statements ("interim financial statements") have been prepared in accordance with the requirements of the AIM rules and international accounting standards in conformity with the requirements of the companies act 2006 and the companies act 2006 applicable to companies reporting under UK-adopted international accounting standards ("IFRS").

The interim financial statements have been prepared in accordance with IAS 34 "interim financial statements". The interim financial statements do not include all disclosures that would otherwise be required in a complete set of financial statements but have been prepared in line with IFRS. As these interim financial statements represent the first set of financial statements prepared by the Company they are unable to rely on the policies adopted in the last year end reports. Therefore the relevant policies adopted have been detailed at note 5.

The interim financial statements cover the period from incorporation on 23 September 2023 until 31 March 2024. As this covers the period from incorporation no comparatives have been provided.

The interim financial statements have been prepared using the measurement bases specified by IFRS for each type of asset, liability, income and expense.

The interim financial statements do not constitute statutory accounts within the meaning of section 434 of the Companies Act 2006 and have not been audited.

The interim financial statements are presented in British Pounds sterling ("£'000") unless otherwise stated, which is the Company's presentational currency.

The performance of the Company is not affected by seasonal factors.

4              Going concern

The directors have assessed the Company's ability to continue as a going concern and are satisfied that the Company has adequate resources to continue in operational existence for the foreseeable future.

Subsequent to period end on 9 April 2024, the Company completed its listing on the AIM segment of the London Stock Exchange and alongside admission secured a £7.5 million fundraise. This gives the Company significant runway in relation to going concern and hence the directors are comfortable adopting the going concern basis in preparing these interim financial statements.

5              Accounting policies

As these financial statements represent the first set of financial statements prepared by the Company they can not rely on assuming the same accounting policies, presentation and methods of computation that were adopted in the previous years audited accounts. Therefore the significant accounting policies adopted  during the period are listed below.

Cash and cash equivalents

Cash and cash equivalents comprise cash at bank and in hand, and demand deposits with banks and other financial institutions.

Trade and other receivables

Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method, less any allowance for expected credit losses. Trade receivables are generally due for settlement within 30 days.

Trade and other payables

These amounts represent liabilities for goods and services provided to the Company prior to the end of the period and which are unpaid. Due to their short-term nature, they are measured at amortised cost and are not discounted. The amounts are unsecured and are usually paid within 30 days of recognition.

Equity

Share capital is determined using the nominal value of shares that have been issued.

The share premium account includes any premiums received on the initial issuing of the share capital. Any transaction costs associated with the issuing of shares are deducted from the share premium account, net of any related income tax benefits.

Retained losses includes all current and prior period results as disclosed in the income statement.

6              Critical accounting estimates and judgments

In preparing the interim financial statements, the directors are required to make judgments on how to apply the Company's accounting policies and make estimates about the future. Estimates and judgements are continuously evaluated based on historical experiences and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may deviate from these estimates and assumptions.

The directors consider the key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the period, and have concluded that there is no material affect on the interim financial statements.

7              Administrative expenses

8              Taxation

A reconciliation of the value from the statement of comprehensive income is detailed below:

9              Earnings per Ordinary Share

There is no difference between the diluted loss per share and the basic loss per share presented. Share options and warrants could potentially dilute basic earnings per share in the future but were not included in the calculation of diluted earnings per share as they are anti-dilutive for the period presented.

10           Share capital & share premium

¹On incorporation, the Company issued 5,500,000 ordinary shares of £0.01 at their nominal value of £0.01.

² On 14 December 2023, the Company issued 17,220,000 ordinary shares of £0.01 at a subscription price of £0.05 per share.

There is currently an authorised share capital limit in place for the Company which is subject to review at the next Annual General Meeting.

11           Related party transactions

Directors remuneration

During the period directors were paid the following remuneration:

-       Christian Bolletta: £18,450

-       David Minchin: £80,000*

*Mr Minchin deferred £20,000 of his salary to support the working capital position of the Company during the IPO process and this was owing at period end.

12           Ultimate controlling party

As at 31 March 2024, there was no ultimate controlling party of the Company.

13           Events subsequent to period end

Change of director and appointment of CFO

On 3 April 2024, Ryan Neates was appointed as a Director and Chief Financial Officer of the Company. On 3 April 2024, Christian Boletta resigned as a Director of the Company.

Fundraising and Initial Public Offering (IPO) on AIM market

On 9 April 2024 the Company completed its Initial Public Offering (IPO) and listed on the AIM market. The Company raised gross proceeds of £7,500,000 through the issue of 75,000,000 shares at £0.10 per share.

As part of the IPO the Company agreed to grant the following warrants and options over ordinary shares:

i)          Advisor warrants

ii)          Director options

The warrants vest in 3 equal tranches on the completion of different share price targets.

Appointment of directors

Upon the successful admission to the AIM market the following people were appointed as directors of the Company:

·      Wheeler ("Bo") M. Sears Jr  (CEO)

·      Gregg Peters (Independent Non-Executive Director)

·      Keith Spickelmier (Independent Non-Executive Director)

Issue of options

On 26 April 2024, the Company issued the following options to the non-executive directors of the Company as per below:

The warrants vest in 3 equal tranches on the first, second and third anniversary of admission date.

Acquisition of Hereford Resources, LLC

On 9 April 20024, Helix Exploration Plc completed the acquisition of the entire membership interest of Hereford Resources, LLC in exchange for 20,000,000 ordinary shares in the Company. These shares were issued on IPO and have subsequently been assigned a deemed value equating to that of the listing price of £0.10.

This acquisition does not constitute a business combination as Hereford does not satisfy the necessary criteria to be classified as a business and is therefore treated as an asset acquisition.

The fair value of the net assets of Hereford at acquisition was as follows:

Acquisition of Rudyard Leases

On 20 June 2024, Helix Exploration Plc announced the execution of a Farm-In agreement whereby the Company has acquired a 100% working interest in 5,600 acres in Hill County, Montana, ("Rudyard") from Adam Standiford, a consultant to the Company for $250,000 USD in cash and shares. In addition, Mr Standiford will also receive 600,000 new ordinary shares in the Company at a price of 10 pence per share as an introducer fee pursuant to his consultancy agreement detailed in the Company's admission document.

14           Approval of the financial statements 

The interim financial statements were approved by the board of directors on 25  June 2024.

Caution regarding forward looking statements

Certain statements in this announcement, are, or may be deemed to be, forward looking statements. Forward looking statements are identified by their use of terms and phrases such as ''believe'', ''could'', "should" ''envisage'', ''estimate'', ''intend'', ''may'', ''plan'', ''potentially'', "expect", ''will'' or the negative of those, variations or comparable expressions, including references to assumptions. These forward-looking statements are not based on historical facts but rather on the Directors' current expectations and assumptions regarding the Company's future growth, results of operations, performance, future capital and other expenditures (including the amount, nature and sources of funding thereof), competitive advantages, business prospects and opportunities. Such forward looking statements reflect the Directors' current beliefs and assumptions and are based on information currently available to the Directors.