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AIM Rule 26

The following information is disclosed in accordance with Rule 26 of the AIM Rules.

Description of Business

Please click on the following link to find a description of the business.

Country of Incorporation

Helium One Global Ltd is a British Virgin Islands based holding company incorporated in September 2015, with company number 1888591 and registered address at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands.

Constitutional Documents

Please click on the following link to find the articles of association:

Details of other exchanges

Helium One is quoted on the London Stock Exchange (AIM).

Helium One is quoted on the OTCQB Market (HLOGF).

Number of AIM Securities

As at 31 December 2023 – 3,402,377,430 shares in issue.

Shares in issue but not in public hands – 1.9%.

Notifications

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Company’s Admission Document

Please click on the following link to find the company’s admission documents.

Corporate Governance Code

Please click on the following link to find the corporate governance code:

Last updated 19 September 2023

Board / Directors

Please click on the following link to find the names and bios of the Board of Directors:

Board Responsibilities

Corporate Governance:

The Directors recognise the importance of sound corporate governance and intend that the Group will comply with QCA Code.

The Board is responsible for formulating, reviewing and approving the Group’s strategy, budgets and corporate actions.

The Group has established the following committees of the Board with formally delegated duties and responsibilities.

Audit and AIM Compliance Committee

The Audit and AIM Compliance Committee has primary responsibility for monitoring the quality of internal controls, ensuring that the financial performance of the Group is properly measured and reported on. It will receive and review reports from the Group’s management and auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Group. The Audit Committee will meet no less than twice each year and will have unrestricted access to the Group’s auditors.

The Audit Committee comprises the three independent Non-Executive Directors Sarah Cope, James Smith and Robin Birchall with Sarah Cope as Chair of the Committee.

Remuneration Committee

The Remuneration Committee reviews the performance of Executive Directors and makes recommendations to the Board on matters relating to their remuneration and terms of employment. The committee also makes recommendations to the Board on proposals for the granting of share options and other equity incentives pursuant to any share option scheme or equity incentive scheme in operation from time to time. The Remuneration Committee will meet at least once each year.

The Remuneration Committee comprises the three independent non-executive Directors James Smith, Ian Stalker and Sarah Cope with James Smith as Chair of the Committee.

Nomination Committee

The Nomination Committee is appointed by the Board to assist the Company and the Board in fulfilling their respective corporate governance responsibilities under applicable laws, to promote a culture of integrity throughout the Company and to assist the Company in identifying and recommending new nominees for election to the board. The Nomination Committee will meet at least twice a year.

The Nomination Committee comprises the three Non-Executive Directors, Ian Stalker, Sarah Cope and James Smith with Ian Stalker as Chair of the Committee.

Shareholder Rights

Helium One Global Ltd is not incorporated in the United Kingdom (UK) and the rights of shareholders may be different from the rights of shareholders in a UK incorporated Company. Shareholders should refer to the Company’s constitutional documents for further details.

UK City Code on Takeovers and Mergers

Helium One is incorporated in the BVI and it is not treated by the Takeover Panel as resident in the UK, the Channel Islands or the Isle of Man and therefore it is not subject to the Takeover Code. However, the Company has incorporated certain provisions in its Articles of Association which are broadly similar to those of Rule 9 of the Takeover Code, further details of which are contained in paragraph 6.3 of Part VI of the Company’s recent Admission Document published on 16 November 2020.

It should however be noted that as the Takeover Panel will have no role in the interpretation of these provisions, Shareholders will not be afforded the same level of protection as is available to a company subject to the Takeover Code which now has the effect of law for those companies within its jurisdiction.

Details of Key advisers

Directors:

James Smith (Non-Executive Chairman)
Lorna Blaisse (Chief Executive Officer)
Sarah Cope (Senior Independent Non-Executive Director)
Nigel Friend (Non-Executive Director)
Russel Swarts (Non-Executive Director)
Graham Jacobs (Finance and Commercial Director)

Registered office:

Vistra Corporate Services Centre
Wickhams Cay II
Road Town
Tortola
VG1110
British Virgin Islands

Business address:

Helium One Global Ltd
7 Bell Yard
London WC2A 2JR
Tel:  +44 (0) 20 3582 1014

Website:

www.helium-one.com

Joint Broker

Peterhouse Capital Limited
10 Lower Thames Street
Billingsgate
London EC3R 6AF
Tel: +44 (0) 20 7469 0930

NOMAD and Joint Broker

Liberum
Ropemaker Place, Level 12
25 Ropemaker Street
London EC2Y 9LY

Auditors and Reporting Accountants

PKF Littlejohn LLP
15 Westferry Circus
Canary Wharf
London E14

Solicitors to the Company – UK Law

Hill Dickinson LLP
The Broadgate Tower
20 Primrose Street
London EC2A 2EW

Solicitors to the Company – Tanzanian Law

Velma Law
2nd Floor, Kilwa House
369 Toure Drive
Oyster Bay
14111 Dar es Salaam
Tanzania

Solicitors to the Company – BVI Law

Walkers LLP
171 Main Street
PO Box 92, Road Town
Tortola VG1110
British Virgin Islands

Financial PR

Tavistock Public Relations
1 Cornhill
London EC3V 3NR
Tel: +44 (0) 20 7920 3150

Competent Person

SRK Consulting (Australasia) Pty Ltd
Level 5
200 Mary Street
Brisbane QLD 4001

Registrar

Computershare Investor Services plc
The Pavilions
Bridgewater Road
Bristol BS99 6ZZ
Tel: 0370 702 0000