Pulsar Helium Inc. press release
Pulsar Helium Announces Equity Fundraising of Approximately US$10 Million
TSXV - TSX Venture Exchange · Portugal
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR TO BE TRANSMITTED, DISTRIBUTED TO, OR SENT BY, ANY NATIONAL OR RESIDENT OR CITIZEN OF ANY SUCH COUNTRIES OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION MAY CONTRAVENE LOCAL SECURITIES LAWS OR REGULATIONS.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES OF THE COMPANY IN ANY JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.
THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR, YOU SHOULD READ AND UNDERSTAND THE INFORMATION PROVIDED IN THE APPENDIX WHICH CONTAINS THE TERMS AND CONDITIONS OF THE PLACING (AS DEFINED BELOW).
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE UK VERSION OF REGULATION (EU) NO. 596/2014 ON MARKET ABUSE ("UK MAR"), AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AND REGULATION (EU) NO. 596/2014 ON MARKET ABUSE ("EU MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.
CASCAIS, Portugal, Feb. 19, 2026 (GLOBE NEWSWIRE) -- Pulsar Helium Inc. (AIM: PLSR, TSXV: PLSR, OTCQB: PSRHF) (“Pulsar” or the “Company”), a primary helium company, is pleased to announce that it intends to conduct an equity fundraising (the “Placing”) to raise gross proceeds of approximately US$10.0 million (approximately £7.4 million / CAD$13.7 million) at a price of £0.80 (approximately CAD$1.47) per common share in the Company (the "Issue Price").
The Placing will be conducted by way of an accelerated bookbuild process managed by OAK Securities as exclusive bookrunner. The bookbuild will be launched immediately following this announcement in accordance with the terms and conditions set out in the Appendix to the Announcement. The timing of the closing of the bookbuild and allocations are at the absolute discretion of OAK Securities and the Company. It is currently envisaged that the result of bookbuild will be announced by the Company at approximately 07:00 (UK time) on February 20, 2026. The final number of new common shares in the Company to be placed at the Issue Price ("Placing Shares") will be determined at the close of the bookbuild.
The Company intends to use the net proceeds of the Placing primarily to advance Pulsar’s flagship Topaz helium project in Minnesota, USA A total of six appraisal wells have been drilled at Topaz (the sixth still in progress), all of which intersected pressurized gas, representing a 100% success rate to date and supporting the geological model for the project Exploration and appraisal work to date has identified concentrations of helium-3, a rare isotope of helium with strategic applications in national security, quantum computing and advanced energy technologies, providing additional potential upside. The presence of helium-3 has been independently confirmed by two U.S. Federal laboratories
Use of proceeds and timetable
Net proceeds received pursuant to the Placing will be used to advance Pulsar’s flagship Topaz helium project in Minnesota, USA, to progress the Falcon Project in Michigan, and for general working capital purposes. At Topaz, the Company intends to undertake extended well testing and reservoir evaluation; conduct an additional seismic survey to enhance structural interpretation and reservoir modelling; consolidate and expand its mineral and leasehold interests; update the independent resource estimate; and complete a pre-feasibility study for integrated helium and CO₂ production. The Company also intends to place deposits on certain long-lead processing equipment for the contemplated helium recovery and CO₂ capture facility. In addition, a portion of the proceeds is expected to support geophysical, geochemical and related exploration activities at the Falcon Project. The Company intends to utilise the proceeds of the Placing as follows:
| Workstream | Expected expenditure (US$m) | | | | | Extended well testing and reservoir evaluation at the Topaz Project | 1.0 | | Seismic acquisition and interpretation at the Topaz Project | 1.5 | | Land acquisition at the Topaz Project | 1.0 | | Resource update for the Topaz Project | 0.2 | | Completion of a pre-feasibility study for integrated helium and CO2production for the Topaz Project | 1.0 | | Long-lead processing equipment procurement at the Topaz Project | 2.5 | | Geophysical and geochemical surveys at the Company’s Falcon Project in Michigan’s Upper Peninsula | 1.0 | | General working capital and corporate purposes, including costs associated with the Placing | 1.8 |
Closing of the Placing (and associated admission to trading on AIM of the Placing Shares) is anticipated to occur on or about February 27, 2026 (“Closing”), subject to the satisfaction of certain conditions, including, but not limited to, the receipt of all necessary regulatory and other approvals.
Additional information
The Placing will be conducted pursuant to Pulsar’s Canadian base shelf prospectus dated February 11, 2026 (the “Base Shelf Prospectus”), a copy of which is available on the Company’s profile on SEDAR+ at www.sedarplus.ca. A prospectus supplement (the “Prospectus Supplement”) relating to the Placing will be filed on SEDAR+ later today. As the Prospectus Supplement and the Base Shelf Prospectus qualify the distribution of the Placing Shares sold pursuant to the Placing, the Placing Shares will not be subject to any resale restrictions in Canada. Such documents are not prospectuses for the purposes of the FCA’s Prospectus Rules: Admission to Trading on a Regulated Market sourcebook.
The securities described herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any United States state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any available exemption from the registration requirements of the U.S. Securities Act and applicable United States state securities laws. This press release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Pulsar has appointed OAK Securities (a trading name of Merlin Partners LLP), to act as the Company’s exclusive bookrunner and placement agent in connection with the Placing pursuant to a placing agreement. Subject to and conditional on Admission, OAK Securities will be paid an advisory fee of £20,000, payable in cash and a cash commission in an amount equal to six per cent (6.0%) of the gross proceeds raised pursuant to the Placing. The Company will also issue OAK Securities warrants (the “Broker Warrants”) to subscribe for 6.0% of the number of Placing Shares placed in the Placing, with such Broker Warrants being exercisable at a price per share equal to the Issue Price for 12 months from the date of the closing of the Placing. OAK Securities has the right to terminate the placing agreement where, at its sole discretion (but in consultation with the Company), due to a change in market, economic or financial conditions, the Placing is rendered temporarily or permanently impracticable or inadvisable.
The Placing Shares, when issued and fully paid, will rank pari passu in all respects with the existing Common Shares in issue and therefore will rank equally for all dividends or other distributions declared, made or paid after the issue of the new Placing Shares.
Completion of the Placing, is subject to certain closing conditions including, but not limited to, the receipt of all necessary approvals including receipt of conditional approval from the TSX-V.
On behalf Pulsar Helium Inc.
“Thomas Abraham-James” President, CEO and Director
Further Information:
Pulsar Helium Inc. connect@pulsarhelium.com 1 (218) 203-5301 (USA/Canada) +44 (0) 2033 55 9889 (United Kingdom) https://pulsarhelium.com https://ca.linkedin.com/company/pulsar-helium-inc.
OAK Securities* (Broker and exclusive bookrunner and placement agent in connection with the Placing) Jerry Keen / Calvin Man +44 7432 270007 / +44 7733 117328 +44 20 3973 3678 jerry.keen@oak-securities.com / calvin.man@oak-securities.com _*OAK Securities is the trading name of Merlin Partners LLP, a firm incorporated in the United Kingdom and regulated by the UK Financial Conduct Authority._
Strand Hanson Limited (Nominated & Financial Adviser, and Broker) Ritchie Balmer / Rob Patrick +44 (0) 207 409 3494
Yellow Jersey PR Limited (Financial PR) Charles Goodwin / Annabelle Wills +44 777 5194 357 pulsarhelium@yellowjerseypr.com
About Pulsar Helium Inc.
Pulsar Helium Inc. is a publicly traded company quoted on the AIM market of the London Stock Exchange and listed on the TSX Venture Exchange with the ticker PLSR (Canada), as well as on the OTCQB with the ticker PSRHF (United States) of America. Pulsar's portfolio consists of its flagship Topaz helium project in Minnesota, the Falcon project in Michigan (both in the USA), and the Tunu helium project in Greenland. Pulsar is the first mover in both locations with primary helium occurrences not associated with the production of hydrocarbons identified at each.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
IMPORTANT INFORMATION
OAK Securities (a trading name of Merlin Partners LLP) ("OAK"), which is authorised and regulated by the Financial Conduct Authority ("FCA") in the United Kingdom and is acting as bookrunner to the Company and no one else in connection with the Placing, and OAK will not be responsible to anyone (including any purchasers of the Placing Shares) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this Announcement.
Strand Hanson Limited ("Strand Hanson"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting as nominated adviser to the Company in connection with the Placing. The responsibilities of Strand Hanson as the Company's Nominated Adviser under the AIM Rules for Companies and the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company or to any director or shareholder of the Company or any other person. Strand Hanson will not be responsible to any person other than the Company for providing the protections afforded to clients of Strand Hanson or for providing advice to any other person in connection with the Placing or any acquisition of shares in the Company.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Forward-Looking Statements
This news release and the interview contains forward-looking information within the meaning of Canadian securities legislation (collectively, "forward-looking statements") that relate to the Company's current expectations and views of future events. Any statements that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions or future events or performance (often, but not always, through the use of words or phrases such as "will likely result", "are expected to", "expects", "will continue", "is anticipated", "anticipates", "believes", "estimated", "intends", "plans", "forecast", "projection", "strategy", "objective" and "outlook") are not historical facts and may be forward-looking statements. Forward-looking statements herein include, but are not limited to, statements relating relating to the expected date of Closing of the Placing and the expected use of net proceeds of the Placing. Forward-looking statements may involve estimates and are based upon assumptions made by management of the Company, including, but not limited to, the Company's capital cost estimates, management's expectations regarding the availability of capital to fund the Company's future capital and operating requirements and the ability to obtain all requisite regulatory approvals.
No reserves have been assigned in connection with the Company's property interests to date, given their early stage of development. The future value of the Company is therefore dependent on the success or otherwise of its activities, which are principally directed toward the future exploration, appraisal and development of its assets, and potential acquisition of property interests in the future. No un-risked Contingent and Prospective Helium Volumes have been defined at the Tunu Project. However, estimating helium volumes is subject to significant uncertainties associated with technical data and the interpretation of that data, future commodity prices, and development and operating costs. There can be no guarantee that the Company will successfully convert its helium volume to reserves and produce that estimated volume. Estimates may alter significantly or become more uncertain when new information becomes available due to for example, additional drilling or production tests over the life of field. As estimates change, development and production plans may also vary. Downward revision of helium volume estimates may adversely affect the Company's operational or financial performance.
Helium volume estimates are expressions of judgement based on knowledge, experience and industry practice. These estimates are imprecise and depend to some extent on interpretations, which may ultimately prove to be inaccurate and require adjustment or, even if valid when originally calculated, may alter significantly when new information or techniques become available. As further information becomes available through additional drilling and analysis the estimates are likely to change. Any adjustments to volume could affect the Company's exploration and development plans which may, in turn, affect the Company's performance. The process of estimating helium resources is complex and requires significant decisions and assumptions to be made in evaluating the reliability of available geological, geophysical, engineering, and economic date for each property. Different engineers may make different estimates of resources, cash flows, or other variables based on the same available data.
Forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond the Company's control, which could cause actual results and events to differ materially from those that are disclosed in or implied by such forward- looking statements. Such risks and uncertainties include, but are not limited to, that Pulsar may be unsuccessful in drilling commercially productive wells; the uncertainty of resource estimation; operational risks in conducting exploration, including that drill costs may be higher than estimates ; commodity prices; health, safety and environmental factors; and other factors set forth above as well as risk factors included in the Company’s Annual Information Form dated February 3, 2026 for the year ended September 30, 2025 found under Company’s profile on Sedarplus.ca.
Forward-looking statements contained in this news release are as of the date of this news release, and the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law. New factors emerge from time to time, and it is not possible for the Company to predict all of them or assess the impact of each such factor or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement. No assurance can be given that the forward-looking statements herein will prove to be correct and, accordingly, investors should not place undue reliance on forward-looking statements. Any forward-looking statements contained in this news release are expressly qualified in their entirety by this cautionary statement.
APPENDIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY. MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR THE SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) (THE "ANNOUNCEMENT") IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, JAPAN, THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.
The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.
These Terms and Conditions do not constitute an offer or invitation to acquire, underwrite or dispose of, or any solicitation of any offer or invitation to acquire, underwrite or dispose of, any new Common Shares or other securities of the Company to any person in any jurisdiction to whom it is unlawful to make such offer, invitation or solicitation in such jurisdiction. Persons who seek to participate in the Placing ("Placees") must inform themselves about and observe any such restrictions and must be persons who are able to lawfully receive this Announcement in their jurisdiction. In particular, these Terms and Conditions do not constitute an offer or invitation (or a solicitation of any offer or invitation) to acquire, underwrite or dispose of or otherwise deal in any new Common Shares or other securities of the Company in the United States of America, its territories and possessions ("United States"), Australia, Japan, Republic of Ireland or the Republic of South Africa or in any other jurisdiction in which any such offer, invitation or solicitation is or would be unlawful ("Restricted Jurisdiction").
The new Placing Shares to be issued pursuant to the Placing (the “Placing Shares”) have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act") or under the securities laws or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, taken up, renounced, delivered or transferred, directly or indirectly, in the United States or to or by a person resident in or for the account of any person in the United States absent registration under the Securities Act or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.