Voyager Life #VOY – 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:

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.

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. 

Eric Boyle

Non-Executive Chairman

27 September 2024

CEO’S REVIEW 

As our Chairman has written above, we have undertaken a change to our business following the end of the financial year.  Although, by its nature, much of this annual report is backward looking on our operations during the year, our company is now very different to how we began the year.

When we report next year, we will report on our operations as a helium producer in Kansas and, based on what has been achieved in the short time since taking the option to acquire M3 Helium, I am confident that we have an exciting period ahead of us.

In the meantime, I am pleased to provide this summary of our achievements in the year to 31 March 2024.  Just as we reported last year, the Company has four sources of income:

1.    White label and private label skincare manufacturing through our VoyagerCann division

2.    Sales through third party stores

3.    Sales through our own stores in St Andrews, Edinburgh and Dundee

4.    Online sales – comprising our own website along with third party sites and online marketplaces 

I predicted last year that it would be items 1 and 2 in the above list, that would represent the biggest growth areas and that has indeed been the case.  In November 2023, after an extensive courtship, we announced that Voyager’s pet products would be sold online by Pets at Home.  This relationship has continued to develop with Pets at Home re-ordering regularly and Voyager making up the largest contributor of hemp products on its website.

                                                         £,000

Shop revenue                                   142

Trade sales                                       125

Website and other sales                     37          

As a rule, we do not disclose names of customers that we contract manufacture for but we have reported some of our successes.  Since September 2023, we have been manufacturing products for arguably one of the UK’s highest profile CBD brands.  As with Pets at Home, this partnership has continued to develop with further products made by us added to their range.  Even at the time of writing, their biggest order to date is being processed in our manufacturing facility.

We were also pleased to announce in June 2024 that we had been selected to manufacture a new range for a very well known UK retailer, a leader in its particular field.  Their indicative order was, at the time, our biggest to date although has since been surpassed by our CBD brand partner. 

VoyagerCann

Following on from the above news, it is no surprise that VoyagerCann, established in February 2022, has become our best known division.

We offer two broad categories of service:

·    White label which we define as manufacturing and supplying our existing formulations

·    Private label which is either the adjustment of an existing formulation, perhaps for scent or CBD strength, or new product development

VoyagerCann offers a “shelf ready” solution providing, at the option of customers, a fully packaged, labelled and batch coded product supplied with all necessary accreditations for immediate sale.  Many of our customers take advantage of this and it is not unusual for us to deliver orders directly to retailers, rather than to our customers themselves.  Equally, we can provide supply products in bulk to our customers or a hybrid arrangement where we bottle products but customers carry out the final labelling and packaging themselves. 

As our Chairman wrote above, the CBD industry is still characterised by a large number of brands, many of which are competing for the same end customer.  Conversely, the number of specialist manufacturers of CBD products is considerably less and the board of directors felt that our company’s fastest route to success was to become the manufacturer of choice for the industry.

Our values of integrity, quality and transparency coupled with fair pricing placed us well within the industry.

Own stores

In the latter part of the pandemic, we opened three retail stores aiming to provide accurate and honest information on our products and CBD generally.  Initially supported by grants and reduced business rates, this strategy, which was aimed at being part of the community to make CBD mainstream, had some initial success – even now it is the largest single revenue contributor to Voyager.  However, rising costs, particularly employment and utilities, alongside flatter revenues have made this a difficult area in which to operate.

In line with our culture, we ran a tight operation but, even before we secured the option to acquire M3 Helium, it was apparent to the board that our resources could be more efficiently applied to our manufacturing, wholesale and e-commerce divisions.  

As an extension of that, and alongside our proposed acquisition of M3 Helium, we have examined alternative solutions for our three shops and have been working with our landlords in respect of a possible sublet or assignment.  This will reduce the operating costs for the business going forward and, as our Chairman has explained, following disposal we expect to give our shareholders the opportunity to remain invested in the business that we have built.  We are fortunate that our shops are located in popular retail locations and we have already received interest from new prospective tenants.

Online

Since Voyager commenced operations, we have used WordPress to operate our websites but, during the course of this year, our team has been working on a plan to develop a new e-commerce website on the Shopify platform which we expect will give greater flexibility and capability.  Coupled with this plan are a series of strategic initiatives to upgrade and extend our digital marketing reach.  We have been working with IT consultants to deliver this and I am pleased that our new partners, following the combination of our two businesses, will continue this work.

It is well understood that online sales are capable of being higher margin than our other business lines and therefore replacing the investment in our bricks and mortar operations with an enhanced e-commerce strategy represents a natural development of our business at this stage. 

Acquisition of Amphora Health Limited

On 30 January 2024, we announced that we had entered into an agreement to acquire Amphora Health Ltd (“Amphora”), owner of the Amphora and Infused Amphora brands which comprise a range of CBD oils, vapour products and accessories.  The acquisition duly completed in March 2024. 

The consideration payable was the issue of 416,666 new ordinary shares in Voyager.  In addition, a further 416,666 new ordinary shares may be issued in the event that sales of Amphora or Infused Amphora branded products exceed £100,000 over the 24 month period from completion.

Infused Amphora is a British CBD wellness brand founded in 2020. The entire collection of its premium products are all natural, THC free and designed to help with a variety of everyday conditions.  Most importantly, and a primary reason for our acquisition, is that the brand has 23 ingestible CBD products validated on the FSA’s novel foods list, a potentially highly valuable asset in the CBD industry.

Also importantly, given potential changes in UK legislation, Amphora vapour products are not disposable but are currently sold in cartridges for use with a rechargeable battery and the formula can also be sold as an e-liquid for customers to refill their preferred vapour products themselves.

Amphora had inventories of £17,000 at the time of our acquisition and also owns several online domains, as well as registered trademarks in the UK, European Union, Republic of Korea and China.  The Amphora website will be combined with Voyager’s new website but the products on the novel foods list, coupled with the trademarks, provides considerable scope to monetise that brand.

The operations of Amphora were moved to Voyager’s existing premises and therefore the acquisition did not entail any increase in overheads. No members of the Amphora team were employed by Voyager and none of the premises or storage facilities occupied by Amphora were included in the acquisition.  On this basis, we have treated the transaction as an asset acquisition rather than a business acquisition. 

Operations 

Voyager employs 24 people of which 10 are based in our head office in Perth and the remainder work in our stores.  As in previous years, we were the beneficiary of government employment grants but, as alluded to above, these were less than before at £2,400.

Aside from wage inflation and utility charges, costs were for the most part steady.  Certain ingredient pricing increased as a result of conflicts around the world, particularly the Ukraine, but we were generally able to offset this through bulk purchases or more competitive sourcing of other products.  VoyagerCann is also able in most instances to pass higher raw material costs onto our customers.

Outlook 

As our Chairman has said, we have signed heads of terms to dispose of our health & wellness operations to another healthcare business.  We are now working on concluding contracts and thereafter we will publish a circular convening a general meeting for shareholder approval of the transaction.  As long term investors will know, we have worked hard to develop Voyager as a well recognised CBD and plant-based health & wellness business and therefore, as we move to become a helium producing business, it was important to us to find a means of disposing of these operations in a manner than enabled existing shareholders to retain the benefit of any future upside.  We expect to announce further details shortly.

We have had a busy summer since announcing our option to acquire M3 Helium.  That company now has three producing wells and, as Rost comes online shortly, that will soon become four.  Together with M3 Helium, we have developed good relations with counterparties and other participants in the Kansas helium industry and we expect that to place our new business in good stead as we continue that expansion.

This coming year is about the operations of M3 Helium in Kansas and I look forward to reporting as Mendell Helium plc in the future.

Nick Tulloch

Chief Executive Officer

27 September 2024

Link here for the full financial statements