Final results for the period ended 31 March 2024, Proposed Change of Name and Notice of AGM
Voyager is pleased to provide the Company’s audited results for the period ended 31 March 2024.
As announced on 27 June 2024, the Company has an option to acquire M3 Helium Corp. (“M3 Helium”), a producer of helium based in Kansas and with an interest in six wells. There is no certainty that the Company’s option to acquire M3 Helium will be exercised, nor that the enlarged group will successfully complete its re-admission to trading on the AQSE Growth Market.
Highlights in the Chairman’s statement include:
· Preparation of the admission document for the proposed acquisition of M3 Helium Corp. is underway
· Proposed change of name to Mendell Helium plc
· Heads of terms signed to dispose of the Company’s existing operations to another healthcare business
The Company’s annual report and accounts for the year ended 31 March 2024 and notice of annual general meeting (“AGM”) were posted on 27 September 2024 to Voyager’s shareholders. The AGM will be held at 10.00 am on Wednesday 6 November 2024, at the Company’s offices at Arran House, Arran Road, Perth, Perthshire PH1 3DZ.
Copies of the annual report and accounts and notice of AGM are available on the Company’s website: https://www.voyagerlife.uk
This announcement contains inside information for the purposes of the UK Market Abuse Regulation and the Directors of the Company are responsible for the release of this announcement.
ENDS
Enquiries:
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Voyager Life plc
Nick Tulloch, CEO
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Tel: +44 (0) 1738 317 693
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CHAIRMAN’S STATEMENT
It is a pleasure to present Voyager’s annual report and accounts for our financial year ended 31 March 2024.
My report this year begins post the year end as our most significant development took place after the financial year had concluded. On 27 June 2024, we announced that we had taken an option to acquire M3 Helium Corp. (“M3 Helium), a Kansas based producer of helium. Since taking that option, we have seen the ongoing development of that business and today M3 Helium has three wells in production and it expects a fourth to be in production before the end of October.
Investors may be aware of the growing global interest in helium, an element that has no natural substitute but a variety of everyday uses. Many people will think first of party balloons but medical, defence and space industries are the leading users of helium. There are many London listed natural resource companies – however, M3 Helium distinguishes itself as being a producer. And, by this, I mean that M3 Helium will be capable of finding, extracting, transporting and selling helium.
M3 Helium’s operations in Kansas comprise, in part, the Hugoton gas field, one of the oldest gas producing locations in the US – spanning parts of Kansas, Oklahoma and Texas. The Hugoton is also perhaps one of the best known producers of helium.
A significant competitive advantage for M3 Helium is its partnership with Scout Energy Partners (“Scout”), the largest operator in the Hugoton field in Kansas. M3 Helium’s wells are within reach of Scout’s gathering system and, more importantly, its Jayhawk gas processing plant, a facility which is estimated by Scout to produce around 5 per cent. of the world’s helium.
With M3 Helium’s location in such a prospective location and with its ready access to infrastructure, we believe we have an option to acquire a low-cost, fast growing business in one of the world’s most exciting natural resources regions.
Naturally it was a surprise to many when we announced our pivot away from plant-based health & wellness and into helium. It was not a decision that we took lightly.
We have said for some time now that the wider CBD and cannabis sectors were ready for consolidation. As is so often the case in newer, fast growing industries, a large number of companies were quickly established to chase the same goal. Forecasts predicted a rapid take up of cannabinoid-based products and investment understandably followed.
But as is also the case in newer sectors, forecasts in many ways were overly ambitious, the industry developed more slowly than predicted with slower take up amongst consumers than forecast and regulators understandably were cautious. Share prices came under pressure and investors became disillusioned.
At Voyager, we have always taken a cautious view. As far back as 2021 when we were just establishing the company, the board of directors predicted that the good times in the industry would not last forever. We implemented a low cost operating model and ensured we had a strong balance sheet. Our business developed well, as described more fully in the CEO’s statement, but our belief was that, to attract long term investment and to make use of our stock market listing, we needed to expand the business through acquisition.
Since the Company listed on AQSE, acquisition opportunities presented themselves. I wrote this time last year about our proposed acquisition of a Polish manufacturing and extraction facility, with a view to extend our business into Europe and complete our vertical integration. Ultimately our plans were defeated by the lengthy and unpredictable process of securing Polish regulatory approval.
More recently, and at the start of 2024, we launched a further ambitious initiative to acquire Northern Leaf plc, a cultivator of medical cannabis in Jersey, Channel Islands. The transaction would have created one of Europe’s few medical and over-the-counter cannabis operations, delivering scale and product diversity. The attractions were clear – Northern Leaf, which had spent around £30 million developing its facility was available to us for less than a tenth of that and investors were prepared to support the initiative. Disappointingly, the financial constraints of Northern Leaf could not outlast the fundraising process and this potential acquisition also failed.
As a board we explored other targets too. Although we were not successful, it is a testament to our team and our business model that, not only were we able to source a series of prospective merger partners but, in almost every case, the partner was a far larger business but available to us at a considerable discount to the investment they had made in the business themselves.
Ultimately, however, we could not wait indefinitely for the right opportunity and, as I indicated above, investor appetite for cannabis-based projects had waned. It is perhaps ironic that, as Voyager’s plant-based health & wellness business was winning new and bigger customers, we took the difficult decision to go down a different path.
Over the previous twelve months we had secured several substantial customers. Pets at Home is perhaps our best known retail outlet but I can also report that Voyager-made products are available to buy in some of the UK’s well known supermarkets, health stores and online retailers.
But building from this platform would require capital and the board, despite our successes and our proven ability to source acquisitions, could not be confident that investors would want to support us in these endeavours. Conversely, helium was a highly topical investment theme.
Some years ago, Nick Tulloch and I worked at Highlands Natural Resources plc (“Highlands”). Alongside us was Paul Mendell, former chairman of that company and the developer of some of its core projects. The three of us have stayed in touch and, before Voyager was founded, we looked at a different helium play in Kansas in the summer of 2020. The risk-reward profile of that opportunity was not favourable. The three of us went on to found Voyager, with Paul leaving ahead of the IPO to pursue other opportunities in the US – and ultimately to bring together a portfolio of assets under M3 Helium.
The combination of Voyager and M3 Helium, whilst unusual at first glance, in fact is reuniting business partners. It also marks the second occasion that the three of us have been involved in a pivot between natural resources and cannabis – Highlands performed its own transformation in 2019 and that company is now known as Chill Brands Group plc.
We stated in our shareholder circular on 1 July 2024, that we would put in place plans to dispose of our plant-based health and wellness operations as our focus is now on M3 Helium’s prospects in Kansas and I am pleased to report that we have signed non-binding heads of terms to dispose of the Company’s existing operations to another healthcare business. Completion will be subject to legally binding contracts and shareholder approval but, if our plans proceed as I expect them to, we will have successfully separated our helium and health & wellness operations whilst preserving our shareholders’ interests in the success of both. There is still work to be done but we hope to update shareholders shortly.
We also hope to conclude our acquisition of M3 Helium in Q4 2024. Under the Aquis Rules, the transaction is classified as a reverse takeover and, consequently, is subject to the publication of an admission document. Although our immediate focus on taking the option over M3 Helium was to accelerate the development of that business, I am pleased to report that preparation of the admission document is well underway.
Ahead of that, the time has come to give Voyager a new name and I am pleased to announce our proposed change of name to Mendell Helium plc, in recognition of the outstanding work that Paul Mendell has done in putting that business together.
As always, the Voyager board welcomes shareholder interaction and feedback and we hope to see as many of our investors as possible at our AGM on 6 November 2024. Notice for the meeting is set out at the end of this annual report.
