Extension of Broker Option and Additional Subscription
Mendell Helium announces that, further to its announcement of 17 November 2025 regarding the Subscription, Issue of Equity and Warrants (the “November Subscription Announcement”), it has received a further subscription for new ordinary shares on the same terms as the Subscription described in that announcement and has agreed with AlbR Capital Limited (“AlbR”) to extend the period during which the broker option (the “Broker Option”) may be exercised.
As announced on 27 June 2024, the Company has an option (the “Option”) to acquire M3 Helium, a producer of helium which is based in Kansas and holds an interest in six producing 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. As announced on 30 September 2025, the Company and M3 Helium have agreed to extend the date on which the Option should be exercised to 30 November 2025.
Additional Subscription
Pursuant to the terms of the Subscription set out in the November Subscription Announcement, the Company has raised approximately an additional £12,000 through the issue of 400,000 new ordinary shares of 1 pence each in the Company (“Ordinary Shares”) at an issue price of 3 pence per new Ordinary Share (the “Issue Price”) (the “Additional Subscription”).
The Additional Subscription, consistent with the Subscription, has been carried out directly by the Company without the payment of commissions.
As with the Subscription described in the November Subscription Announcement, for every two new Ordinary Shares issued pursuant to the Additional Subscription, investors will receive:
· one warrant to subscribe for an additional new ordinary share in the Company at an exercise price of 4.5 pence per share; and
· one warrant to subscribe for an additional new ordinary share in the Company at an exercise price of 6 pence per share,
each exercisable within two years of Admission of the relevant Ordinary Shares. In aggregate, 400,000 additional warrants will be issued pursuant to the Additional Subscription on this basis.
Extension of Broker Option
As set out in the November Subscription Announcement, the Company granted AlbR, the Broker Option over up to 10,000,000 new ordinary shares (the “Broker Option Shares”), exercisable at the Issue Price and originally exercisable up to 4.30 p.m. (UK time) on 24 November 2025.
The Company has agreed with AlbR that the latest time and date for the exercise of the Broker Option will be extended and that the Broker Option will be exercisable, at AlbR’s discretion (following consultation with the Company), on one or more occasions up to 4.30 p.m. (UK time) on 3 December 2025.
All other terms of the Broker Option remain unchanged.
Admission
Application will be made for the 400,000 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 a.m. on or around 1 December 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 123,237,973 Ordinary Shares of 1 pence each. Therefore, the total number of voting rights in the Company will be 123,237,973. 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.