Mendell Helium PLC - Subscription, Issue of Equity and Warrants
Announcement provided by
Mendell Helium plc · MDH23/06/2025 07:00

Mendell Helium plc
("Mendell Helium" or the "Company")
Subscription, Issue of Equity and Warrants
Implementation of Bitcoin Treasury Management Policy
Option Extension & Director Remuneration
Mendell Helium announces that it has raised approximately £515,000 before expenses by way of a subscription ("Subscription") through the issue of 25,745,500 new ordinary shares of
As announced on 27 June 2024, the Company has an option (the "Option") to acquire M3 Helium, a producer of helium which is based in
Highlights
· Subscription to raise approximately
· Bitcoin treasury management policy in the process of being implemented
· Permitting and engineering works expected to be completed at the Rost 1-26 well by mid-July
· Good progress on proposed move to AIM with all workstreams well advanced
· CEO agreement to be predominantly remunerated in Ordinary Shares, thereby preserving cash for operations and bitcoin treasury management
Bitcoin Treasury Policy
On 1 April 2025, Mendell Helium announced that it was working on a feasibility study to use excess methane produced at either M3 Helium's Rost 1-26 well ("Rost") well in
A logical extension of this work, and particularly being mindful of M3 Helium's forthcoming production plans at Rost which, if successful, are expected to be highly cash generative (as described below), is to implement a Bitcoin treasury management policy to support the operating activities of M3 Helium.
The Company has been engaging with consultants and specialist cryptocurrency advisers to formulate a Bitcoin treasury management policy to:
· Accumulate Bitcoin through spot markets, possibly alongside potential mining initiatives through M3 Helium
· Hold Bitcoin as a long-term treasury reserve asset
· Support M3 Helium's operations, and specifically its plans to expand its interests in the highly prospective
· Manage the reserve through selective divestments and reinvestments.
The cryptocurrency market continues to grow in popularity and gain awareness, with many investors now seeking exposure to digital assets and operating companies developing plans to diversify their own assets as well as create value for shareholders. Alongside this, governments and regulators are signalling their own acknowledgement of the importance of this asset class, as the recent passing of the GENIUS Act in
Mendell Helium is seeking to build a portfolio of helium production assets in
To preserve cash for operations and bitcoin treasury management, Mendell Helium has agreed that the initial work performed by the consultants and advisers in this initiative will be remunerated through the issue of new Ordinary Shares and, on that basis, the Company is also issuing 1,550,000 new Ordinary Shares at a price of
Forthcoming production plans at Rost 1-26
Over the past two months, M3 Helium and the Company have been engaged in the recompletion of Rost to bring it into production.
In 2022, the original developer of Rost conducted a drill stem test which yielded a maximum flow rate of approximately 2,900 Mcf per day. Gas samples taken during the test, and then subsequently by M3 Helium, indicated a helium composition of 5.1 per cent. within the gas stream. The ability of Rost to become a very significant producer of helium has been validated by observations made by the engineering team during the works, particularly gas shows at the well head even before the dewatering process has begun.
As announced on 19 May 2025, the neighbouring Brobee salt water disposal well ("Brobee SWD") was successfully tested as being able to accommodate over 4,500 barrels of water per day at 640 psi. This is anticipated to be in excess of the capacity required for forthcoming production plans at Rost as well as, in the future, potentially accommodating water production from offset wells to Rost. M3 Helium has applied to the
In preparation for that, an Electric Submersible Pump (ESP) has been supplied by Summit, a division of Halliburton, and installed at Rost. Final works connecting Rost and Brobee are being prepared now.
Mendell Helium has previously announced by way of illustration that, operating Rost at around one tenth of the drill stem test could generate revenues in excess of
Update on proposed move to AIM and completion of acquisition of M3 Helium
On 7 April 2025, the Company reported that, following feedback from investors, the Company was considering the AIM market operated by the London Stock Exchange as an alternative market to seek admission of its ordinary shares. Since that date, the Company has made significant progress in facilitating this move to AIM with all requisite advisers appointed and all workstreams now well advanced. Mendell Helium will make further announcements on the timing of this move in due course.
The Company and M3 Helium have agreed that the optimum date on which the Option should be exercised is the date of admission to AIM on the basis that this will be most efficient in terms of production of the required regulatory documentation. The Company has also determined that the appropriate time to move to AIM should shortly follow production commencing at Rost. With this in mind, the Company and M3 Helium have agreed to extend the Option to 30 September 2025.
There are no other changes to the Option which will be exercised through the issue of 57,611,552 new ordinary shares in Mendell Helium to M3 Helium's shareholders.
Subscription and Issue of Warrants
The Company has raised gross proceeds of approximately
For every two New Ordinary Shares issued pursuant to the Subscription, investors will receive one warrant allowing the holder to subscribe for an additional new Ordinary Share in the Company at an exercise price of
It is a term of the 4p Warrants that they must be exercised into Ordinary Shares in the event that the closing mid market price of an Ordinary Share is above
It is a term of the 6p Warrants that they must be exercised into Ordinary Shares in the event that the closing mid market price of an Ordinary Share is above
Following the Subscription and Adviser Shares issuance, the Company will not have sufficient allotment authority to issue the Adviser Warrants, 4p Warrants or the 6p Warrants. Accordingly, and to enable the warrants to be exercisable in due course, it is Mendell Helium's intention to shortly convene a general meeting to seek shareholder approval to issue new ordinary shares in the Company.
Director share based remuneration
In light of the positive developments at the Company, Nick Tulloch, CEO of Mendell Helium, has agreed to a remuneration package that is (i) predominantly based on earning equity in the Company; (ii) is designed to incentivise and align his interests with shareholders and (iii) preserves the Company's cash resources. Accordingly it has been agreed that he will receive a salary of
Admission
Application will be made for the 27,295,500 new Ordinary Shares to be admitted to trading on the Aquis Stock Exchange AQSE Growth Market ("Admission"). Admission is expected to occur at 8:00 am on or around 27 June 2025. The new Ordinary Shares will rank pari passu with the existing Ordinary Shares.
Total Voting Rights
Following Admission, the Company's enlarged share capital will comprise 112,930,635 Ordinary Shares of
Nick Tulloch, Chief Executive Officer of Mendell Helium and Chairman of M3 Helium, said: "We have been examining opportunities in Bitcoin and other cryptocurrencies for some time, wanting to ensure that our model takes full advantage of these opportunities at the optimum moment. That time is now. Our interest began by utilising trapped gas assets, or waste gas, to power Bitcoin mining facilities but has subsequently been expanded by the current strong level of interest by investors in using Bitcoin both as a diversification from other assets and also a store of value.
"Attitudes towards money and finanicial systems are changing and the growth in digital assets in recent years has made them a growing, and in some cases preferred, payment mechanism. M3 Helium is poised to enter a new phase of its development when the Rost well comes into production. This is a well that has the potential not only to make a very significant revenue contribution to M3 Helium but to generate positive operating cashflow for deployment to our proposed bitcoin treasury. Just as importantly, this well could also pave the way for further offset wells in the same region allowing us to build on this cashflow. It is incumbant on M3 Helium to have in place a robust cash management strategy ahead of that production and it is equally apparent that a trans-Atlantic, and therefore multi-currency, business such as ours will benefit from an active currency management solution.
"We have begun working with experts in this field to develop a detailed Bitcoin treasury management policy which we are expecting to implement shortly.
"Alongside this, M3 Helium's recompletion work at Rost continues to proceed successfully and it is forecasting being ready to commence dewatering and therefore production by mid-July. This event also ties into our planned move to AIM - that process is well advanced and we will make further announcements in due course.
"We have a great deal to look forward to in the coming months and I am pleased to be able to show my own confidence in our prospects through a share-based remuneration structure."
This announcement contains inside information for the purposes of the
ENDS
Enquiries:
Mendell Helium plc
Nick Tulloch, CEO
|
Tel: +44 (0) 20 8080 8176
nick@mendellhelium.com https://mendellhelium.com/ |
Cairn Financial Advisers LLP (AQSE Corporate Adviser)
Ludovico Lazzaretti / Liam Murray
|
Tel: +44 (0) 20 7213 0880 |
SI Capital Limited (Broker)
Nick Emerson |
Tel: +44 (0) 1483 413500 |
Stanford Capital Partners Ltd (Broker)
Patrick Claridge/Bob Pountney
|
Tel: +44 (0) 203 3650 3650/51
|
Fortified Securities
Guy Wheatley
|
Tel: +44 (0) 203 4117773
|
Brand Communications (Public & Investor Relations)
Alan Green
|
Tel: +44 (0) 7976 431608
|
Overview of M3 Helium
Mendell Helium announced on 27 June 2024 that it has entered into an option agreement to acquire the entire issued share capital of M3 Helium through the issue of 57,611,552 new ordinary shares in Mendell Helium to M3 Helium's shareholders. The exercise of the option will constitute a reverse takeover pursuant to AQSE Rule 3.6 of the Access Rule Book and is subject to, inter alia, publication of an admission document.
M3 Helium has interests in ten wells in South-Western Kansas of which five (Peyton, Smith, Nilson, Bearman and Demmit) are in production. Eight of the company's wells are within the
The ninth well, Rost, is in
The tenth well, Brobee, is a disposal well that has been tested at over 4,500 barrels of water per day at 640 psi.
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