Mendell Helium is pleased to provide the Company’s audited results for the period ended 31 March 2025.

As announced on 27 June 2024, the Company has an option to acquire M3 Helium Corp. (“M3 Helium”), a producer of helium based in Kansas and with an interest in six 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 its re-admission to trading on the AQSE Growth Market.

Highlights in the Chairman’s and CEO’s statements include:

The Company’s annual report and accounts for the year ended 31 March 2025 and notice of annual general meeting (“AGM”) were posted on 30 September 2025 to Mendell Helium’s shareholders.  The AGM will be held at 10.30 am on Thursday 30 October 2025 at Edinburgh Printmakers, Castle Mills, 1 Dundee Street, Edinburgh, EH3 9FP.

Copies of the annual report and accounts and notice of AGM are available on the Company’s website:  https://www.mendellhelium.com

This announcement contains inside information for the purposes of the UK Market Abuse Regulation and the Directors of the Company are responsible for the release of this announcement.

Nick Tulloch, Chief Executive Officer of Mendell Helium and Chairman of M3 Helium, said: “We are pleased to publish our annual report for the year ended 31 March 2025 but we know that investors will be particularly interested in looking forward to production commencing at Rost and our planned admission to AIM.  These events are, as we have said before, linked.  Both Mendell Helium and M3 Helium believe that the time to move to AIM is when Rost’s helium production is substantively underway.  At that point, M3 Helium would anticipate to be capable of generating significant revenue from that well which we hope would correspond to investor interest in our company.

“Operations at Rost are proceeding very satisfactorily.  As expected, removal of water is visibly increasing gas flows which are evident now both at the well head itself and in the interruption of water flowing from the well into the storage tanks on site. I am also pleased to confirm that M3 Helium has secured the lease of a tube trailer which will be used to deliver production to the off-taker and, whilst the well is de-watered, M3 Helium is progressing the commissioning of the PSA and the gas connections to enable the trailer to be filled at the well head.  M3 Helium remains optimistic about the opportunity that Rost develops and, importantly, the operation continues to attract interest from other industry partners. 

“Our preparations for AIM itself are also proceeding satisfactorily with all documentation well advanced.  We have today extended the date on which our option to acquire M3 Helium must be exercised to 30 November 2025 but this should not be read as a target date for admission to AIM.  The target we have set ourselves is to ensure that all steps for moving to AIM should be completed by the time Rost starts delivering helium to the off-taker and, judged on this metric, we consider that all processes are on track.”

ENDS

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This announcement contains inside information for the purposes of the UK Market Abuse Regulation and the Directors of the Company are responsible for the release of this announcement.

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Mendell Helium plc

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Forward Looking Statements

These forward-looking statements are not historical facts but rather are based on the Company’s current expectations, estimates, and projections about its industry; its beliefs; and assumptions. Words such as ‘anticipates,’ ‘expects,’ ‘intends,’ ‘plans,’ ‘believes,’ ‘seeks,’ ‘estimates,’ and similar expressions are intended to identify forward-looking statements. These statements are not a guarantee of future performance and are subject to known and unknown risks, uncertainties, and other factors, some of which are beyond the Company’s control, are difficult to predict, and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. The Company cautions security holders and prospective security holders not to place undue reliance on these forward-looking statements, which reflect the view of the Company only as of the date of this announcement. The forward-looking statements made in this announcement relate only to events as of the date on which the statements are made. The Company will not undertake any obligation to release publicly any revisions or updates to these forward-looking statements to reflect events, circumstances, or unanticipated events occurring after the date of this announcement except as required by law or by any appropriate regulatory authority.

CHAIRMAN’S STATEMENT

For the period ended 31 March 2025 

Our financial year ended 31 March 2025 was undeniably a year of transition for Mendell Helium.

On 27 June 2024, we announced that we had taken an option to acquire M3 Helium Corporation (“M3 Helium), a Kansas based producer of helium.  Since taking that option, we have seen the ongoing development of that business across three regions – the Hugoton gas field and Fort Dodge in Kansas and a biogenic methane field in Western Nebraska.

Our planned combination with M3 Helium, also reunited Nick Tulloch and I with Paul Mendell.  We have all worked together before at Highlands Natural Resources plc where Nick was previously CEO and Paul a former chairman of that company.

Paul was instrumental in the formation of M3 Helium and the acquisition of its assets.  So, in line with the Company’s strategic transition into the helium sector, the Board decided that it was appropriate to rename Voyager Life plc as Mendell Helium plc. This change recognises the outstanding contribution of Paul Mendell in establishing M3 Helium and reflects both the Company’s new strategic direction and the pivotal role he has played in bringing the M3 Helium business together.

As heralded alongside the announcement of our option over M3 Helium, we also entered into an agreement on 11 October 2024 to sell our Voyager-branded health and wellness business to Orsus Therapeutics PLC (“Orsus”) and this transaction completed on 11 November 2024.

We had said for some time that the wider CBD and cannabis sectors were ready for consolidation.  As is so often the case in newer, fast growing industries, a large number of companies were quickly established to chase the same goal.  Forecasts predicted a rapid take up of cannabinoid-based products and investment understandably followed.

But as is also the case in newer sectors, forecasts in many ways were overly ambitious, the industry developed more slowly than predicted with slower take up amongst consumers than forecast and regulators understandably were cautious.  Share prices came under pressure discouraging investors from supporting the sector.

We will always be proud of what we developed at Voyager.   We implemented a low cost operating model and developed three consumer brands, manufacturing many of our own products.  This led to us formulating and manufacturing products for third parties, some of which were well known companies in the UK.  Voyager held a good reputation in the industry and we were able to attract several high profile acquisition targets and, in almost every case, the prospective partner was a far larger business but available to us at a considerable discount to the investment they had made in the business themselves.

Ultimately, the right opportunity did not present itself.  It is perhaps ironic that, as Voyager’s plant-based health & wellness business was winning new and bigger customers, we took the difficult decision that the business was better suited to private ownership.  Nick covers the transaction with Orsus in his report in the following pages.

The transition of Mendell Helium is evident in our accounts with the first half of the year reflecting our plant based health and wellness operations and the second half showing no active business operations pending conclusion of our acquisition of M3 Helium.

Investors will know that the timeline for this acquisition has been extended several times.  Under the Aquis Rules, the transaction is classified as a reverse takeover and, consequently, is subject to the publication of an admission document with the associated costs and workstreams that entails.

M3 Helium, when we took the option, was itself a business in development with exciting opportunities in the Hugoton and Fort Dodge.  It was always our – and M3 Helium’s – intention to prioritise the development of the company over the reverse takeover process and, accordingly, we extended the timetable, to realise the benefits of these opportunities.  The most prominent of these is bringing the Rost 1-26 well in Fort Dodge, Kansas to production.

As these opportunities developed, we also revised our strategy to couple the reverse takeover with moving trading in the Company’s shares to AIM.  Our time on the Aquis Stock Exchange has served us well but we note the improved liquidity that other companies in the helium or wider natural resources sectors experience on AIM and therefore it was commercially prudent to combine the reverse takeover process with a move to AIM.

This is a process that we expect to complete in the coming months and I am pleased to confirm that it will be coupled with the conclusion of our acquisition of M3 Helium.  We have today extended the date on which our option to acquire M3 Helium must be exercised to 30 November 2025.  As well as timing the exercise of the option with our move to AIM, we also agreed with M3 Helium in June 2025 that the appropriate time for these events would be following production commencing at the Rost 1-26 well. The rationale is that this well has become a key part of M3 Helium’s strategy, particularly as a blueprint to further develop the Fort Dodge region.  Joining AIM with helium production underway at Rost 1-26 and a clear pathway for future initiatives will be to the benefit of both our shareholders and those of M3 Helium.  As Nick explains in his report, with the commencement of de-watering, we now have line of sight to production.

During the year Jill Overland, who has served on our board since our IPO on Aquis in 2021, left to pursue other opportunities.  Her knowledge and enthusiasm for our operations has been invaluable and I thank her for all that she has done for us.  More recently, and after our year end, I was pleased to welcome John Brown to the board.  With experience in oil and gas across North America and acting in senior financial roles for numerous UK listed companies, John brings a wealth of expertise at a time when our Company is advancing the proposed acquisition of M3 Helium.

As always, the Mendell Helium board welcomes shareholder interaction and feedback and we hope to see as many of our investors as possible at our AGM on 30 October 2025. Notice for the meeting is set out at the end of this annual report.

Eric Boyle

Non-Executive Chairman

29 September 2025

CEO’S REVIEW

For the period ended 31 March 2025

As our Chairman has written above, we have overseen several changes to our business during the financial year.  We are now close to concluding our acquisition of M3 Helium and, with it, our transformation into a helium producer.

Several investors have asked about the time taken to exercise our option over M3 Helium.  From the outset this transaction was determined as a reverse takeover under the rules of the Aquis Stock Exchange and, consequently, completing it without publishing an admission document at the same time would have necessitated a suspension of our shares from trading.  Given the opportunities available to M3 Helium, and therefore our company, it was important to us that we maintained trading in our shares – something that is possible under Aquis Rules but would most likely not have been permitted on other markets – so that we could continue to help fund M3 Helium to advance its projects.  In doing so, we have made the acquisition far more valuable to us than when it was first announced in June of last year.

Preparation of the admission document, and the lengthy list of supporting documentation, was inevitably influenced by the changing shape of M3 Helium.  When we agreed our deal in June 2024, the company was substantially focused on the Hugoton gas field, one of North America’s longest producing and best known natural resource fields.  Over the following year, there have been a number of significant advances to M3 Helium’s business:

  1. An attraction of the Hugoton gas field was the wide network of infrastructure, meaning that every well could be tied into a gathering system with no need for on-site processing. The largest operator in the region is Scout Energy Partners (“Scout“), a Dallas-based private equity backed organisation.  Relations have been strong with Scout and this led to an extensive farm out agreement being entered into over 161,280 acres, an opportunity that could in time support 100-200 new wells.
  2. As exciting as expanding operations in the Hugoton is, M3 Helium’s flagship project became the re-completion of the Rost 1-26 well in Fort Dodge, an area around 50 miles east of the Hugoton. The 5.1 per cent helium composition and the high flow rates were the obvious attractions for focusing on here and the company understandably brought its attention and resources here.
  3. Coupled with the work Mendell Helium has done, M3 Helium also began to develop a bitcoin mining strategy. Initially the focus was on disused, or waste, hydrocarbons in Fort Dodge wells. If these can be separated from the more valuable helium cost effectively then they could be used to run an on-site generator which itself could power a server and cooling process to support bitcoin mining.  This thinking developed during 2025 culminating in drilling the Jasper well in Nebraska where the M3 Helium team identified a location with overlooked biogenic methane resource.
  4. In furtherance of the objectives in (2) and (3) above, M3 Helium has been successful in increasing the land it holds under lease in both Fort Dodge and Nebraska ensuring it is well positioned to expand in both of these areas. Whilst of course this is a positive operational development, it has meant an increasing scope of work for the competent person’s report in our forthcoming admission document.

On 15 September 2025, we announced that the de-watering process has commenced at M3 Helium’s Rost 1-26 well in Fort Dodge, Kansas.  This marks a significant step in that well’s progression to production.  It was always the case that water removal would be necessary to enable gas flow and for the past two weeks the Electrical Submersible Pump (“ESP”) installed in the well has been removing around 50 barrels of water per hour.  The reaction of the well has been positive with visible, and increasing, gas shows in the water meaning that commencement of helium production should not be far off.  As our chairman has explained, this has enabled us to move into the final phase of preparing for our move to AIM.

There have been more challenges at the Jasper well in Nebraska where faulty equipment and bad weather have impeded progress but operations are continuing and, if successful, will demonstrate access to a shallow biogenic gas resource that M3 Helium anticipate will be economic for bitcoin mining.

Disposal of Voyager

On 14 October 2024, we announced that we had entered into an agreement to dispose of our Voyager-branded plant based health & wellness business (“Voyager“) to Orsus Therapeutics plc (“Orsus“).  The disposal duly completed on 11 November 2024.

The original consideration payable was the issue of 9,000,000 new ordinary shares in Orsus (representing 28 per cent. of that company) together with 6,000,000 warrants.  The warrants would convert into new ordinary shares in Orsus subject to Voyager’s business contributing not less than £300,000 of revenues to the enlarged Orsus group and existing customers accounting for not less than £100,000 of such revenues in the first 12 months (“Warrant Condition”).  Mendell Helium’s original intention was to aim to transfer the shares and warrants received from Orsus to shareholders thereby giving them interests in both the new helium operations as well as an enlarged health & wellness business.

In the months following the transaction it became apparent that the likelihood of the Warrant Condition being satisfied was diminished due to various factors including revenue shortfalls due to certain   customers not proceeding with expected orders.

At the time of the disposal, Mendell Helium expected Orsus to raise funds to support a significant enhancement of operations. Fundraising efforts are ongoing.  As a consequence, the expected increased value of Orsus has not yet materialised.  Orsus advised Mendell Helium shortly after the year end that its own valuation of its shares was now very materially lower than it had been in October 2024.

The Company had been recommended by its professional advisers to dispose of its interest in the plant based health & wellness business ahead of moving to AIM. Based on the factors outlined above, it was not considered economically viable to pursue the original plan of a distribution of Orsus shares and warrants to Mendell Helium shareholders.  The professional advisory fees of this arrangement, and notably the need for a court approved restructuring to create distributable reserves, would very possibly exceed the present value of the Orsus shares and warrants.

We therefore began negotiations with Orsus to restructure the original consideration.  The 6,000,000 warrants were cancelled and the 9,000,000 ordinary shares were, with the agreement of Orsus, transferred to certain Orsus directors.  In return, Orsus entered into a £25,000 loan agreement with Mendell Helium (the “Loan”).  The terms of the Loan are that it is interest free for 12 months and thereafter accrues interest at the Bank of England base rate.  The Loan is repayable by Orsus within five years but if Orsus completes any equity fundraising or equity-linked financing during the term of the loan, 3 per cent. of the gross proceeds received by the Orsus from such fundraising shall be applied towards repayment to Mendell Helium of the outstanding balance.  As part of this process, Orsus has confirmed that it has no financial claim on the Company.

Naturally it is disappointing that the value we hoped to realise from the sale of Voyager has not materialised and it is equally disappointing that we have not been able to deliver more value to our shareholders after the considerable amount of work and investment that was committed to building the brand.  In many ways, circumstances were against us but, against a backdrop of very difficult conditions in the industry, we built three brands and a private label manufacturing business that gained considerable status amongst its peers.

Above all, we have been able to achieve a clean exit enabling us to concentrate on rebuilding our Company in its new industry and, with the ongoing opportunities we are seeing for M3 Helium in the US, we are well placed for the future.

We wish Orsus and our former employees the very best for the future and of course we will remain interested observers in their development.

Status of stores

The sale of Voyager comprised substantially all of our existing business and assets but, as part of the transition, our retail stores in St Andrews and Edinburgh were sublet.  Mendell Helium remains the legal tenant of each store but we have been successful in finding occupants for the two stores at a premium rent.  Each store has approximately six years remaining on the lease and, provided our new occupants remain in place, we will look forward to a small annual surplus on each store.

The Dundee retail store was transferred to Orsus as part of the sale.

Review of results for the year

Following the sale of Voyager, Mendell Helium became a shell company which owns an option to acquire M3 Helium, and so our financial results for the year ended 31 March 2025 are accordingly mostly only of historical interest.

We finished the year with cash of £75,526 and went on to announce a fundraise of £796,000 just a week later, securing a strong balance sheet as we supported M3 Helium in its development of the Fort Dodge region and prepared for our own move to AIM. We carry no debt, with a legacy interest free car loan being assigned to Orsus as part of the sale.

As in previous years, we continue to be the beneficiary of the Scottish government’s business support schemes and we received grants to attend two conferences in the United States and a small quantity of IT equipment.

We also applied for a research & development tax rebate in respect of its trading in the year to 31 March 2024.  The application was successful and £21,400 was received after the period end in July 2025.

Our industry may be changing but our philosophy remains the same.  We will keep a keen eye on costs and will always seek to ensure that our shareholders get the maximum possible opportunity out of their investment.

In March 2025, reflecting the considerable reduction in headcount following the sale of Voyager, we moved to new, smaller head office premises in Perth, Scotland minimising administrative costs.

Bitcoin Treasury Policy

As summarised above, Mendell Helium has been working with M3 Helium to develop a bitcoin mining strategy.  In preparation for this, the Company adopted a bitcoin treasury management policy on 3 July 2025, details of which can be found at https://mendellhelium.com/bitcoin-treasury.

The Company subsequently successfully completed the onboarding process with Bitgo Inc. (“Bitgo”) as a custodian for any digital currency that the Company may hold and its account can be configured to include multiple wallets to receive Bitcoin that may be mined by the Company in the future.  Mendell Helium’s account is serviced by Bitgo’s South Dakota facility, the location being chosen in anticipation of its potential US-based bitcoin mining operations.  The account includes secure storage in cold wallets.

To date, the Company owns no bitcoin or other digital currencies.

Outlook

As we look forward to the pending completion of our acquisition of M3 Helium and our move to AIM, we enter the final part of the 2025 calendar year with exciting prospects before us.  Naturally investors are drawn to comparators and, once M3 Helium is part of our group, at the time of writing we will be the only London-listed helium company that is actually producing helium.  We will be the only one of our peer group with direct access to infrastructure and with 100 per cent. offtake contracts.  As M3 Helium fulfil its opportunities in Fort Dodge and the Hugoton, M3 Helium has a very strong platform from which to grow.

Alongside M3 Helium’s planned helium production, our strategy in digital currency could provide a different, and innovative, path to growth.  Our ability to combine M3 Helium’s gas production exercise with bitcoin mining could add a further revenue stream and M3 Helium using surplus cashflow from helium production to build a bitcoin treasury marries natural resources with contemporary financial management.

There is still work to do but, as I explained above, we are now just a short distance away from publishing our admission document – to seek shareholder approval for acquiring M3 Helium and moving to AIM.  With an exciting new business and improved trading platform, we can all look towards Mendell Helium’s future with confidence.

Nick Tulloch

Chief Executive Officer

29 September 2025

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