LONDON, UK: Helium Ventures plc (AQSE:HEV), a special purpose acquisition vehicle, has conditionally agreed to acquire Vestigo Technologies, which owns and distributes its advanced tracking software product, Trackimo and associated hardware business and intellectual property

The purchase consideration is to be satisfied by the issue of ordinary shares in Helium Ventures. The existing ordinary shares of the Company will be valued at £1.684 million (10p per share) as part of the transaction.

The Proposed Acquisition will require approval by shareholders of Helium Ventures at a general meeting and it is the intention of the Company to seek admission of the enlarged entity on the Standard Segment of the London Stock Exchange concurrently raising new equity capital.

Highlights:

• Helium Ventures will conditionally acquire 100% of the issued capital of Vestigo through the issue of Helium Ventures shares at 10p per share
• Vestigo 2021 unaudited revenues of $US28.3 million
• Vestigo (both directly and through its wholly owned subsidiary, Trackimo Inc) has product manufacturing, distribution and development partnerships with Vodafone, Paramount (formerly Viacom) and the Nickelodeon Channel (owned by Paramount)
• Intention to list enlarged company on the Standard Segment of the London Stock Exchange
• The Transaction is subject to successful completion of due diligence on Trackimo and Sale and Purchase Agreement (“SPA”)

Trackimo, a USA company wholly owned by Vestigo Technologies Ltd, is an IoT (Internet of Things) solution provider with proprietary technology, enabling worldwide connectivity for M2M (Machine to Machine) devices.

Trackimo is seeking to transform its business model through the development of customisable radio frequency mobile technology solutions that are easy to implement and are user friendly, used globally with enhanced security and reliability. Trackimo has product and development and sales partnerships with Vodafone, Viacom/Paramount and the Nickelodeon Channel.

Trackimo has developed several smart, compact and cost effective GPS tracking devices providing user friendly and powerful options for keeping track of people and things cared for.

The Trackimo product portfolio covers both consumer and business sectors including fleet tracking and logistics management solutions, customizable and scalable IoT platform, remote gateways and consumer tracking devices.

The Proposed Acquisition is conditional on approval by shareholders of Helium Ventures at a general meeting, notice of which will be sent to shareholders in due course. Trading in the ordinary shares of Helium Ventures on the AQSE Growth Market will be suspended with effect from 8.00am on 7 October 2022, until publication of a prospectus in relation to the Proposed Acquisition.

Conditional upon the passing of the resolutions approving the Proposed Acquisition, inter alia, the Company’s enlarged share capital will be admitted to trading on the standard segment of the London Stock Exchange.

The Transaction remains subject, amongst other things, to completion of customary due diligence, agreement of terms in an SPA, and admission of the enlarged company on the London Stock Exchange and therefore, there is no certainty that the Proposed Acquisition will complete.

Neil Ritson, Chairman of Helium Ventures commented: “Whilst we have reviewed helium projects globally, we were unable to secure a project which met our investment hurdles and which we could close within our target timeframe.

The opportunity with Trackimo provides utilisation of our capital structure at a premium to our current share price and exposure to a high growth technology business with significant existing revenues and strong partnerships with tier one global technology businesses.”