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Result of GM & Completion of Acquisition

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Mendell Helium PLC announced the successful completion of its acquisition of M3 Helium Corp. following shareholder approval at a General Meeting where all resolutions passed. The company also appointed Paul Mendell as Chief Technical Director, who will hold 9.37% of the enlarged share capital post-admission. This transaction involved issuing 21,683,219 new ordinary shares to Paul Mendell in exchange for his M3 Helium Sale Shares. Furthermore, Mendell Helium issued 102,428,874 new ordinary shares and 10,881,861 warrants to advisers, with the new shares expected to be admitted to trading on the Aquis Stock Exchange on May 19, 2026, bringing the total voting rights to 338,186,938.

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Directorate Change

Related Party Transaction

Issue of Equity

The General Meeting of the Shareholders of Mendell Helium was held today at 10.00 a.m. (UK) at Arran House, Arran Road, Perth, Perthshire PH1 3DZ. The Company is pleased to confirm that all resolutions were duly passed.

The Company is also pleased to announce the completion of its acquisition of M3 Helium Corp.

Full details of the poll results at the General Meeting are set out below:

ResolutionForAgainstDiscretion to ChairmanWithheldTotal
0169,216,11012,124982,951Nil70,211,185
0269,228,2340982,951Nil70,211,185
0369,162,88465,350982,951Nil70,211,185
0468,479,585748,649982,951Nil70,211,185
0568,467,461760,773982,951Nil70,211,185
0669,072,884155,350982,951Nil70,211,185
0769,010,145218,089982,951Nil70,211,185

The number of shares in issue at 6:30 p.m. (UK) on 15 May 2026 was 235,758,064. The Company does not hold any shares in treasury.

Directorate Change

Following completion of the Acquisition, Paul Mendell has been appointed as Chief Technical Director of the Company with immediate effect.

Paul Mendell is an oil and gas producer and the co-founder of two UK-listed companies: Iofina, an AIM-listed iodine producer, and Highlands Natural Resources plc, now Chill Brands Group plc. He subsequently became chairman of the latter company. Mr Mendell has owned interests in more than 200 producing oil and gas wells in the US, which were subsequently acquired by larger firms including Anadarko, EnCana, Noble, Oxy and others. He is a self-educated geologist and well-respected developer of new concepts in exploration for oil, gas, iodine and other commodities. Mr Mendell also founded Mendell Energy, a Denver-based independent oil and gas producer, acquired for $12 million in 2012.

The following information is disclosed in respect of Paul Ethan Mendell (age 60) pursuant to Rule 4.9 of the AQSE Growth Market Access Rulebook. All information is as at the date of this announcement.

M3 Helium Corp. Mendell Digital LLC Wise Old Mouse LLC Mendell Farmlands Washington, LLC Mendell Farmlands LLC Tall Grass Investments, Inc Onza Corp.Heartlands Industries Limited (previously Gasrock Limited) Noble Analytical Laboratory LLC Mendell Finisterre III LLC Mendell Finisterre IV LLC Mendell Energy Management Inc Mendell Finisterre II LLC Mendell Finisterre LLC Mendell Finisterre I LLC Mendell Energy LLC Mendell - Davis Gas Partners LLC MicroDose Ltd. Mendell Energy Technologies, Inc

Following Admission (as defined below) Paul Mendell will hold 31,684,954 ordinary shares in the Company, representing 9.37 per cent. of the Company's issued share capital following Admission.

There is no further information which is required to be disclosed pursuant to Rule 4.9 of the AQSE Growth Market Access Rulebook in respect of Paul Mendell.

Related Party Transaction

Paul Mendell, who has been appointed to the Board as a Director following completion of the Acquisition, held 16,777,700 shares in M3 Helium (the "M3 Helium Sale Shares"). Under the terms of the Acquisition, the Company acquired the M3 Helium Sale Shares from Paul Mendell in consideration for the issue to him of 21,683,219 new ordinary shares in the Company.

By virtue of his interest in the Acquisition and his appointment to the Board, Paul Mendell is considered to be a related party of the Company, and the acquisition of the M3 Helium Sale Shares from him therefore constitutes a related party transaction for the purposes of Rule 4.6 of the AQSE Growth Market Access Rulebook (the "Transaction").

The Directors of the Company independent of the Transaction, being Nick Tulloch, Eric Boyle and John Brown, consider that, having exercised reasonable care, skill and diligence, the Transaction is fair and reasonable insofar as the Company's shareholders are concerned.

Issue of Equity

Following shareholder approval at the General Meeting, the Company has issued 102,428,874 new ordinary shares (being the aggregate of the Second Tranche Shares, the Fee Shares and the Acquisition Shares). The Company has also issued 10,881,861 warrants to advisers in connection with the Fundraise.

Admission

Application has been made for the 102,428,874 new ordinary shares to be admitted to trading on the Aquis Stock Exchange AQSE Growth Market. Admission is expected to occur at 8:00 a.m. on or around 19 May 2026.

Total voting rights

Following Admission, the Company's enlarged share capital will comprise 338,186,938 ordinary shares of 1 pence each. Therefore, the total number of voting rights in the Company will be 338,186,938. 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.

Unless otherwise defined, all capitalised terms used but not defined in this announcement shall have the meaning given to them in the circular published by the Company on 1 May 2026.

Mendell Helium plc Nick Tulloch, CEOVia our website investors@mendellhelium.com
Cairn Financial Advisers LLP (AQSE Corporate Adviser) Ludovico Lazzaretti / Liam MurrayTel: +44 (0) 20 7213 0880
SI Capital Limited (Broker) Nick EmersonTel: +44 (0) 1483 413500
Fortified Securities Guy WheatleyTel: +44 (0) 203 4117773
OAK Securities Jerry Keen / Calvin ManTel: +44 (0) 20 3973 3678
AlbR Capital Limited Gavin Burnell / Colin Rowbury / Jon BellissTel: +44 (0) 207 4690930
Brand Communications ( Public & Investor Relations) Alan GreenTel: +44 (0) 7976 431608

Overview of Mendell Helium

M3 Helium's flagship well, Rost 1-26, is in Fort Dodge, just to the east of Dodge City, Kansas. It has been tested as containing 5.1% helium composition and a drill stem test yielded a maximum flow rate of approximately 2,900 Mcf per day. Water removed from Rost 1-26 is delivered to Brobee, a nearby disposal well that has been permitted at 5,000 barrels of water per day at 1,200 psi. Production at Rost 1-26 commenced in early November 2025 and the most recently recorded flow rate in December 2025 was 250 Mcf per day equating to approximately $1.4 million of helium per year (at $300/Mcf helium).

M3 Helium has subsequently drilled a second well, Rost 2-26, which is currently being completed. It also owns additional leases in the Fort Dodge area capable of supporting a further four new production wells. It has also agreed a joint venture with Ritchie Exploration, Inc. to recomplete the Schneweis Ventures 13, a well with a drill stem test of over 10,000 Mcf per day and a historic flow rate of 300 Mcf per day.

a)NamePaul Mendell
2Reason for the notification
a)Position/StatusChief Technical Director
b)Initial notification/ AmendmentInitial
a)NameMendell Helium plc
b)LEI213800XIUQ3AHRZ6UF89
a)Description of the financial instrument, type of instrument Identification codeOrdinary shares of 1 pence each GB00BLD3FF28
b)Nature of the transactionIssue of shares pursuant to the Acquisition
c)Price(s) and volume(s)
PriceVolume
4 pence21,683,219
d)Aggregated information - Aggregated volume - PriceN/A
e)Date of transaction18 May 2026
f)Place of transactionAQSE

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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