Helium Ventures Plc - HEV Board Changes

Helium Ventures plc

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

Proposed Board Changes and Appointments

Operating Business Update

Proposed EBT

The Company is pleased to announce that, following the approval of all resolutions at the General Meeting held on 18 June 2025, including the establishment of a bitcoin treasury strategy, the Company, subject to normal regulatory due diligence, intends to appoint Alex Appleton as Chief Executive Officer and Director and Sarah Gow as Chief Operating Officer and Director. In addition the Company has appointed Pierre Villeneuve as Chief Investment Officer.

Charlie Wood, Director of the Company, has been appointed as Non-executive Chairman whilst Neil Ritson will remain on the board as a Non-executive director alongside Fungai Ndoro.

Alex Appleton – Chief Executive Officer and Director

Alex Appleton is an experienced CFO and board level leader, bringing over 25 years’ expertise throughout his career. Previously CFO of Argo Blockchain Plc (“Argo”), a UK and Nasdaq listed Bitcoin Mining company, Alex was pivotal in raising over $300 million in equity and debt. Alex was involved in Argo’s successful Nasdaq IPO in 2021.

Alex is a member of the Institute of Chartered Accountants of Scotland.  Alex brings governance, regulatory and operational expertise to the Company.

Sarah Gow – Chief Operating Officer and Director

Sarah brings over 20 years’ experience in Senior roles within the Asset Management Operations industry, having worked for Citigroup, Salomon Brothers and Coutts & Co in London, New York and Jersey.

Sarah served as a Non-executive Director of Argo (2021–2023). Sarah supported Argo through its Nasdaq IPO and was a member of the audit and governance committees and chaired the remuneration committee.

Pierre Villeneuve – Chief Investment Officer

Pierre is a quantitative strategist and hedge fund founder with extensive experience in structuring investment products, portfolio construction and risk modelling. Pierre raised over $750m into hedge fund products working with clients such as Blackrock, Credit Suisse and large pension funds.

Pierre’s work in systematic investing was featured in “Managed Futures for Institutional Investors” (2011), and he has held regulatory status with both the CFTC/NFA in the USA and the Ontario Securities Commission in Canada.

Pierre holds a BMath (Computer Science) from the University of Waterloo, an MBA in Finance and is a Chartered Financial Analyst (CFA) charter holder.

Operating business update

The Company is reclassifying as an operating company and intends to build a scalable, revenue-generating business through participation in the Bitcoin network infrastructure. Initially this will focus on acquiring exposure to Bitcoin hashrate via bitcoin cloud mining.  The Company is exploring multiple routes to access hashrate, including the direct acquisition of mining hardware and indirect arrangements with established operators. These mechanisms are intended to provide the Company with ongoing exposure to bitcoin block rewards and transaction fees, forming the core of the Company’s commercial activity. While the Company also maintains a bitcoin treasury policy, its primary business is operational in nature, centred around infrastructure participation within the Bitcoin ecosystem.

Proposed Establishment of Employee Benefit Trust

The Company also announces its intention to establish an Employee Benefit Trust (“EBT”) to support the implementation of its long-term incentive arrangements for directors, employees and consultants.

The EBT will be independently constituted and will have the authority to acquire, hold and manage up to 7.5% of the Company’s issued share capital to satisfy future awards under incentive plans. Shares held in the EBT will not carry voting rights while unallocated and will not be admitted to trading on the AQSE Growth Market. Awards will be subject to appropriate vesting conditions aligned with long-term performance objectives. Details regarding the EBT’s structure, trustees and timing of allocations will be announced in due course.

Comment from Charlie Wood, Non-executive Chairman

“The Company is entering a transformational phase, and I’m delighted to welcome Alex, Sarah and Pierre to the team. Their proven expertise in blockchain, finance, and listed company operations gives us a formidable platform to deliver on our strategic ambitions. I would also like to thank Neil for his valuable contribution and leadership as Chairman, and I look forward to continuing to work with him in his role as Non-Executive Director.”

Comment from Alex Appleton, Chief Executive Officer

“I am delighted to be joining the Company as CEO and to leading the Company into its next chapter. I look forward to working closely with the Board and our stakeholders to create sustainable long term value for shareholders."

This announcement contains inside information for the purposes of the UK Market Abuse Regulation. The Directors take responsibility for its release.

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Forward-looking statements

Certain statements made in this announcement are forward-looking statements. These forward-looking statements are not historical facts but rather are based on the Company's current expectations, estimates, and projections about its industry; its beliefs; and assumptions. Words such as 'anticipates,' 'expects,' 'intends,' 'plans,' 'believes,' 'seeks,' 'estimates,' and similar expressions are intended to identify forward-looking statements. These statements are not a guarantee of future performance and are subject to known and unknown risks, uncertainties, and other factors, some of which are beyond the Company's control, are difficult to predict, and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. The Company cautions security holders and prospective security holders not to place undue reliance on these forward-looking statements, which reflect the view of the Company only as of the date of this announcement. The forward-looking statements made in this announcement relate only to events as of the date on which the statements are made. The Company will not undertake any obligation to release publicly any revisions or updates to these forward-looking statements to reflect events, circumstances, or unanticipated events occurring after the date of this announcement except as required by law or by any appropriate regulatory authority.