Warrant Extension, Director Shareholding & RPT

Related Party Transaction

Mendell Helium (LON: MDH) provides the following update on certain of its outstanding warrants.

Warrants Extension

The Company announces that it has agreed to renew the period within which the 4p 2025 Warrants (defined below) may be exercised by an additional six months expiring on 26 December 2026. If the 4p 2025 Warrants have not been exercised by 26 December 2026, the 4p 2025 Warrants will lapse. As part of this renewal, the Company has also made it a term of the 4p 2025 Warrants that they must be exercised into new Ordinary Shares in the event that the closing mid market price of an Ordinary Share is above 7 pence for a period of ten trading days. The terms of the 6p 2025 Warrants (defined below) Warrants have not been amended.

The Company announces that it has also agreed to renew the period within which the 6p 2024 Warrants (defined below) and Broker Warrants (defined below) may be exercised by an additional approximately five months to also expire on 26 December 2026. If the 6p 2024 Warrants and Broker Warrants have not been exercised by 26 December 2026, the 6p 2024 Warrants and Broker Warrants will lapse.

In aggregate, the Company has extended the exercise period for 25,955,553 warrants, all of which will expire on 26 December 2026.

Nick Tulloch, CEO, and Eric Boyle, Chairman, hold 1,735,283 and 416,666 6p 2024 Warrants respectively and, accordingly, excused themselves from the Board's decision in respect of the 6p 2024 Warrants.

Related Party Transaction

The participation of Nick Tulloch and Eric Boyle in the 6p 2024 Warrants extension is a "related party transaction" for the purposes of Rule 13 of the AIM Rules (the "Transaction"). Paul Mendell and John Brown, being directors of the Company independent of the Transaction, having consulted with the Company's nominated adviser, Cairn Financial Advisers LLP, consider that the terms of the Transaction are fair and reasonable in so far as the Company's shareholders are concerned.

Background

On 23 June 2025, the Company announced a £515,000 gross fundraise through a subscription (the "Subscription") for ordinary shares of 1p each ("Ordinary Shares"). For every two new Ordinary Shares issued pursuant to the Subscription, investors received one warrant allowing the holder to subscribe for an additional new Ordinary Share in the Company at an exercise price of 4 pence per Ordinary Share, exercisable within one year of Admission ("4p 2025 Warrants") and one warrant allowing the holder to subscribe for an additional new Ordinary Share in the Company at an exercise price of 6 pence per Ordinary Share, exercisable within three years of Admission ("6p 2025 Warrants"). There are 10,647,750 4p 2025 Warrants outstanding representing 3.1% of the Company's issued share capital which expired on 26 June 2026. There are 13,522,750 6p 2025 Warrants outstanding and the terms of these warrants have not been amended.

On 27 June 2024, the Company announced a £864,468 gross fundraise through a subscription (the "2024 Subscription") for Ordinary Shares. For every two new Ordinary Shares issued pursuant to the 2024 Subscription, investors received one warrant allowing the holder to subscribe for an additional new Ordinary Share in the Company at an exercise price of 6 pence per Ordinary Share, exercisable within two years of Admission ("6p 2024 Warrants"). The Company also issued 900,000 warrants to the brokers who facilitated this fundraising ("Broker Warrants"). The Broker Warrants allow the holder to subscribe for an additional new Ordinary Share in the Company at an exercise price of 3 pence per Ordinary Share, exercisable within two years of Admission. There are 14,407,803 6p 2024 Warrants and 900,000 Broker Warrants outstanding representing, in aggregate, 4.5% of the Company's issued share capital which expired on 19 July 2026.

The Company's fundraising that was announced on 30 April 2026 (the "April 2026 Fundraising") limited the ability for certain investors to exercise their 4p 2025 Warrants, 6p 2024 Warrants and Broker Warrants.

As at the date of this announcement, there are 108,533,799 warrants over new Ordinary Shares outstanding in the Company.

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 10,000 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 up to eight new production wells. It has also agreed a joint venture with Ritchie Exploration, Inc. to recomplete the Schneweis Ventures 13A, a well with a drill stem test of over 10,000 Mcf per day and a historic flow rate of 300 Mcf per day.

Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014