Fundraise, Warrants and Issue of Equity
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Mendell Helium is pleased to announce that the Company has raised approximately £796,000 by way of a placing ("Placing") and subscription ("Subscription") (together "Fundraise") through the issue of 39,807,950 new ordinary shares of 1 pence each in the Company ("New Ordinary Shares"), at an issue price of 2 pence per New Ordinary Share.
As announced on 27 June 2024, the Company has an option (the "Option") to acquire M3 Helium Corporation ("M3 Helium"), a producer of helium which is based in Kansas and holds an interest in nine 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 a re-admission.
In conjunction with the re-admission of the enlarged group, the Company is exploring opportunities to also admit its shares to trading on alternative UK stock exchanges.
Placing
As part of the Fundraise, the Company has raised gross proceeds of £165,000 through the issue of 8,250,000 New Ordinary Shares (the "Placing Shares"), at the Issue Price, pursuant to the Placing.
Subscription
In addition to the Placing, the Company has raised gross proceeds of £631,159 through the issue of 31,557,950 New Ordinary Shares (the "Subscription Shares"), at the Issue Price, pursuant to the Subscription. The majority of the Subscription was carried out directly by the Company and will not incur payment of commissions, other than in respect of £100,000 that was arranged by brokers.
Director Participation & Director / PDMR Shareholding
As part of the Subscription, Eric Boyle, Non-Executive Chairman, has subscribed for £10,000 of Subscription Shares ("Director Participation") as set out in the table below.
| Director | Amount subscribed for in the Subscription | Number of Subscription Shares | Number of Warrants | Resultant shareholding following Admission |
|---|---|---|---|---|
| Eric Boyle | £10,000 | 500,000 | 500,000 | 3,087,474 |
Related Party Transaction
The Director Participation (the "Transaction") is a related party transaction for the purposes of Rule 4.6 of the AQSE Growth Market Access Rulebook. Nick Tulloch, the director of Mendell Helium independent of the Transaction confirms that, having exercised reasonable care, skill and diligence, the Transaction is fair and reasonable insofar as the shareholders of Mendell Helium are concerned.
Issue of Warrants
For every New Ordinary Share issued pursuant to the Fundraise, investors will receive one warrant allowing the holder to subscribe for an additional Ordinary Share in the Company at an exercise price of 3 pence per Ordinary Share, exercisable within two years of Admission ("Warrant"). In aggregate 39,807,950 Warrants have been issued pursuant to the Fundraise. The Warrants will not be tradeable, nor transferable or CREST-enabled.
In connection with the Fundraise, the Company will issue, on completion of the Fundraise, 675,000 warrants to brokers who arranged the Placing and Subscription ("Broker Warrants"). The Broker Warrants shall be exercisable at 2 pence per New Ordinary Share. The Broker Warrants are exercisable at any time within two years of Admission. The Broker Warrants will not be tradeable, nor transferable or CREST-enabled.
Following the Fundraise, the Company will have authority to issue a further 192,050 new ordinary shares in the Company. Accordingly, and to enable the Warrants and the Broker 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.
Use of Proceeds
The gross proceeds of approximately £796,000 raised through the Fundraise will provide the Company with the necessary funding it requires:
- to bring M3 Helium's Rost 1-26 well into production
- to progress new opportunities around the Fort Dodge region
- to settle the preliminary payment of US$100,000 due to Scout Energy Partners in respect of M3 Helium's farm in agreement over 161,280 acres of the Hugoton gas field; and
- for general working capital requirements.
The loan facility that has been provided by Mendell Helium to M3 Helium will be extended to reflect the deployment of funds outlined above, and a further announcement will be made in due course.
The Company noted investor sentiment in the Fundraise towards the Company considering seeking admission of its shares to trade on an alternative UK market. As a consequence, the Company is currently considering the AIM market operated by the London Stock Exchange as an alternative market to seek admission of its ordinary shares.
Admission
Application will be made for the 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 14 April 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 83,693,444 ordinary shares of 1 pence each. Therefore, the total number of voting rights in the Company will be 83,693,444. This figure may be used by shareholders as the denominator for calculations by which they will determine if they are required to notify their interest in the Company, or a change to their interest in the Company, under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.
Nick Tulloch, Chief Executive Officer of Mendell Helium and Chairman of M3 Helium, said: "I am delighted to announce that, notwithstanding the challenging market conditions, the quality of M3 Helium's assets has resulted in strong support for our fundraising from investors.
"The funds raised will primarily be allocated to complete the development of M3 Helium's Rost well. We are now fully funded to bring one of the most exciting helium opportunities in the United States into production and I look forward to reporting further progress very shortly."
Mendell Helium, formerly Voyager Life plc, 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.
The ninth well, Rost, is in Fort Dodge and was tested in July 2024 as containing 5.1% helium composition. Although not within direct access to the gathering network, M3 Helium owns a mobile Pressure Swing Adsorption production plant which could be used to purify the helium on site.
| 1 | Details of the persons discharging managerial responsibilities / person closely associated | |
| a) | Name | Eric Boyle |
| 2 | Reason for the notification | |
| a) | Position/Status | Non-executive Chairman |
| b) | Initial notification/ Amendment | Initial |
| a) | Name | Mendell Helium plc |
| b) | LEI | 213800XIUQ3AHRZ6UF89 |
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary shares of 1 pence each GB00BLD3FF28 |
| b) | Nature of the transaction | Participation in the Subscription Warrants attached to the Fundraise with an exercise price of 3 pence per share, expiring two years from Admission |
| c) | Price(s) and volume(s) | Shares / Warrants Price(s) (pence) Volume(s) Shares 2 pence 500,000 Warrants 3 pence 500,000 |
| d) | Aggregated information - Aggregated volume - Price | |
| e) | Date of transaction | 7 April 2025 |
| f) | Place of transaction | AQSE |
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