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Proposed Acquisition Major Minnesota Land Position

In brief · summary, not quotable

Pulsar signs non-binding term sheet to acquire 80% of Quantum Hydrogen for US$400,000 in shares, adding 59,100 Minnesota acres.

  • Gross acreage to be acquired 59,100 acres
  • Increase to Pulsar's Minnesota acreage approximately 1,000%
  • Acquisition consideration US$400,000 in shares (80%)
  • Option to acquire remaining 20% US$400,000 in shares within 18 months
Full announcement

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NEWS RELEASESEPTEMBER 2, 2025CASCAIS, PORTUGAL

PULSAR HELIUM ANNOUNCES PROPOSED ACQUISITION OF MAJOR MINNESOTA LAND POSITION TO THE WEST OF TOPAZ PROJECT

Pulsar Helium Inc. (AIM: PLSR, TSXV: PLSR, OTCQB: PSRHF) ("Pulsar" or the "Company"), a leading helium project development company, is pleased to announce that it has signed a non-binding term sheet to acquire up to 100% of Quantum Hydrogen Inc. ("Quantum") in an all-share transaction (the "Proposed Transaction").

Highlights of the Proposed Transaction

  • Quantum holds exclusive mineral rights for non-hydrocarbon gases in Minnesota (59,100 gross acres) that are located in St Louis and Itasca Counties (the "Assets"), to the west of Pulsar's flagship Topaz project.
  • Circa 1,000% increase to Pulsar's gross acreage in Minnesota, on completion of the Proposed Transaction.

o Proximal and prospective for helium and hydrogen, with geological traits analogous to the Topaz project, where recent testing at the Jetstream #1 appraisel well confirmed strong reservoir productivity, expected to support future production.

o The newly acquired acreage provides an opportunity to apply Pulsar's extensive subsurface knowledge in a conventional gas reservoir.

  • Pulsar remains focused on achieving its core objective of becoming a major helium producer at Topaz, with this additional acreage being a low-cost, long-term addition intended for future exploration activities.

Thomas Abraham-James, President & CEO of Pulsar, commented:

"The Proposed Transaction is a fortuitous opportunity to obtain additional non-hydrocarbon gas leases in Minnesota, complementing Pulsar's existing portfolio. The Assets will expand our helium exploration footprint in Minnesota by approximately 1,000%, providing us with additional acreage nearby to our flagship Topaz project, with similar geology that could potentially host helium accumulations.

It is an exciting time for the Company, with the recently announced testing results for Jetstream #1, the recently completed financing, and the expansion of our acreage in Minnesota. This all-share transaction would allow us to preserve our cash for advancing Topaz, realising its production potential, while simultaneously exploring the new, but geologically familiar acreage for potential additional helium opportunities."

Strategic Rationale for the Proposed Transaction

The mineral rights are situated within a non-hydrocarbon-bearing sedimentary basin that overlies Archaean crystalline basement, the same helium source rock type as at the Topaz project. While Topaz represents a helium discovery within fractured basement, the newly acquired acreage provides an opportunity to apply Pulsar's extensive subsurface knowledge in a conventional gas reservoir: helium generated in basement granites migrating into overlying sedimentary reservoirs sealed by mudstone and siltstone units. Pulsar has developed a strong technical foundation in identifying and

characterising helium migration pathways, source-proximity relationships, and structural controls through its work at Topaz. The acquisition would allow Pulsar to leverage its experience across additional acreage with similar helium generation potential. Pulsar's board believes this represents a logical and low-risk way to expand its exploration portfolio, while remaining firmly within the Company's core technical focus.

Terms of the Transactions

Pulsar has entered a non-binding term sheet with Oscillate plc ("Oscillate") to acquire its wholly owned subsidiary, Quantum. The term sheet includes a 120-day exclusivity period for the parties to execute a definitive agreement and Pulsar to complete its due diligence exercise.

Under the Oscillate term sheet, Pulsar will acquire 80% of the issued share capital of Quantum. The consideration will be satisfied entirely through the issuance of new Pulsar common shares, with no cash component. The share consideration will be equivalent to US$400,000, issued in five equal monthly tranches of US$80,000 each over a five-month period. The number of shares in each tranche will be determined by the 30-day volume-weighted average price ("VWAP") of Pulsar's shares prior to each issuance (subject to the minimum price allowable by the TSX Venture Exchange ("TSXV"). Pulsar retains the right to acquire the remaining 20% of Quantum within 18 months for an additional US$400,000 in Pulsar shares, under the same terms and pricing mechanism.

The term sheet signed with Oscillate is non-binding in nature and does not create any obligation on any party to proceed with the Proposed Transaction. The only provisions of the term sheet that are legally binding at this stage are those relating to confidentiality, exclusivity, allocation of costs, and governing law. All other terms remain subject to negotiation, completion of due diligence, and execution of definitive agreements.

The securities to be issued in connection with the transaction will be subject to a four-month-and-one-day hold period (as required by the TSXV). Completion of the Proposed Transaction remains subject to customary conditions, including completion of due diligence, definitive documentation, regulatory approvals (including TSXV acceptance), and any required shareholder consents. Quantum is an early-stage exploration company with no current revenue and no reserves or defined helium or hydrogen resources. As such, the Company does not expect the Proposed Transaction to have any material impact on Pulsar's financial results, operations, or resource base in the near term.

The Company also notes that Neil Herbert, a director of Pulsar, is a minority shareholder of Oscillate, and accordingly abstained from all deliberations and voting on these transactions, in line with corporate governance best practices.

About the Topaz Project

The Topaz project is located in northern Minnesota, USA, where Pulsar is the first mover and holds exclusive leases. Drilling at the Jetstream #1 appraisal well reached total depth ("TD") of 5,100 feet (1,555 metres) in January 2025, successfully penetrating the entire interpreted helium-bearing reservoir and beyond. The well had previously reached TD of 2,200 feet (671 metres) in February 2024, identifying top-tier helium concentrations of up to 14.5%, well above the 0.3% widely accepted economic threshold. In August 2025, Jetstream #1 was flow-tested using a wellhead compressor, delivering a peak gas flow rate of approximately 1.3 million cubic feet per day of dry, helium-rich gas. A multi-well drilling campaign at Topaz is set to commence in late September 2025 to further define the reservoir and progress Pulsar's strategy to become a leading helium producer in response to growing global demand.

On behalf Pulsar Helium Inc.

"Thomas Abraham-James"

President, CEO and Director

Pulsar Helium Inc.

+ 1 (218) 203-5301 (USA/Canada)

+44 (0) 2033 55 9889 (United Kingdom)

Strand Hanson Limited

(Nominated & Financial Adviser, and Joint Broker)

Ritchie Balmer / Rob Patrick / Richard Johnson

OAK Securities*

(Joint Broker)

Richard McGlashan / Mungo Sheehan

+44 7879 646641 / +44 7788 266844

richard.mcglashan@oak-securities.com / mungo.sheehan@oak-securities.com

Yellow Jersey PR Limited

(Financial PR)

Charles Goodwin / Annabelle Wills

About Pulsar Helium Inc.

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

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