WRAP Retail Offer of up to £1,000,000

Further to the passing of the Resolution at a General Meeting held earlier today, the Company announces a retail offer to existing shareholders via the Winterflood Retail Access Platform ("WRAP") to raise up to £1,000,000 (the "WRAP Retail Offer") through the issue of new ordinary shares of no par value in the capital of the Company ("New Ordinary Shares"). Under the WRAP Retail Offer, up to 185,185,185 New Ordinary Shares (the "WRAP Retail Offer Shares") will be made available at a price of 0.54p per share (the "Issue Price"). The Issue Price represents a discount of approximately 14.3per cent to the closing mid-price of the Company's existing Ordinary Shares on 4 August 2025.

The Company is making the WRAP Retail Offer open to eligible investors in the United Kingdom, being existing shareholders of Helium One prior to the release of this announcement, and through certain financial intermediaries.

The WRAP Retail Offer is expected to close at 4.30pm on 7 August. Eligible shareholders should note that financial intermediaries may have earlier closing times.

It should also be noted that the offer may close earlier than anticipated dependent on demand received. Financial intermediaries are therefore encouraged to input orders into WRAP as soon as possible.

The proceeds of the WRAP Retail Offer will be used for general working capital purposes.

The WRAP Retail Offer is conditional on the New Ordinary Shares being admitted to trading on AIM ("Admission"). It is anticipated that Admission will become effective and that dealings in the New Ordinary Shares will commence on AIM at 08.00 a.m. on 11 August 2025.

There is a minimum subscription of £100 per investor under the WRAP Retail Offer. The terms and conditions on which investors subscribe will be provided by the relevant financial intermediaries including relevant commission or fee charges.

It is a term of the WRAP Retail Offer that the total value of the WRAP Retail Offer Shares available for subscription at the Issue Price does not exceed £1,000,000.

Investment Agreement

As announced on 18 July 2025, the Company has entered into an investment agreement (the "Investment Agreement") with three institutional investors (the "Investors") that has been arranged by Marex Financial pursuant to which the Investors have conditionally agreed to invest a total of £10 million (approximately US$13 million) (the "Advance") to fund the next phase of operations in Tanzania and the US. The Investment Agreement was subject to approval by shareholders at a General Meeting and that approval has now been received. Pursuant to the passing of the Resolution, the Company will now issue a Closing Statement to the Investors and inform them that all conditions precedent have now been satisfied and that the Advance can be transferred to the Company

The Investors may elect to convert the Advance into Ordinary Shares in the Company at any time and in any such proportion as they so choose upon delivery to the Company of a notice of conversion ("Conversion Notice"). The conversion price will be an amount equal to 80 per cent of the higher of: (i) the lowest single daily volume weighted average price ("VWAP") in respect of the Company's Ordinary Shares during the 10 trading days immediately preceding the date of the Conversion Notice; or (ii) a floor of 92.5 per cent of the average VWAP for the 10 trading days immediately preceding the date of the Conversion Notice.

Any outstanding amount of the Advance is repayable by the Company on the date falling 12 months after the drawdown of the Advance (the "Maturity Date"), either in: (a) cash; (b) Ordinary Shares (at a price equal to 80 per cent. of the higher of (i) the lowest single daily VWAP in respect of the Company's Ordinary Shares during the 10 trading days immediately preceding the Maturity Date; or (ii) a floor of 92.5 per cent of the average VWAP for the 10 trading days immediately preceding the Maturity Date; or (c) a combination of both, at the Company's discretion. If an event of default occurs, the Advance will be immediately repayable on demand and default interest at a rate of 12% per annum will accrue on the outstanding amount of the Advance, payable at the same time as repayment of such amount. In the event of termination, the Noteholders are able to initiate a final Conversion up to 25% of the outstanding balance.

Kaitlan Billings Sophia Bechev