Pulsar Helium Inc. press release
Pulsar Helium Announces Fundraise of Up to GBP 5 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 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 / ACCESS Newswire/ August 20, 2025 / 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 intends to complete a private placement financing by way of an accelerated bookbuild (the "Offering") of a minimum of 13,043,478 common shares of the Company (each, a "Common Share") at a price of GBP 0.23 (approximately CAD$0.43)per Common Share (the "Issue Price") to raise minimum gross proceeds of GBP 3,000,000 (approximately CAD$5,610,000) and a maximum of 21,739,130 Common Shares at the Issue Price to raise maximum gross proceeds of GBP 5,000,000 (approximately CAD$9,350,000).
The Offering will be conducted by way of an accelerated bookbuild process managed by OAK Securities as exclusive bookrunner. The bookbuild will open immediately following this 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 August 21, 2025.
Net proceeds received pursuant to the Offering will be used to advance Pulsar's flagship Topaz helium project in Minnesota, USA and for general working capital purposes. Specifically, upon closing of the Offering, the Company intends to sign a new contract for drilling of up to 10 new appraisal wells, to further define the size and shape of the helium-bearing reservoir. Other activities to be funded from the net proceeds of the Offering within the coming 12 months include a preliminary economic assessment and resource update.
Closing of the Offering (and associated admission to trading on AIM of the new Common Shares issued pursuant to the Offering) is anticipated to occur on or about August 29, 2025 ("Closing"), subject to the satisfaction of certain conditions, including, but not limited to, the receipt of all necessary regulatory and other approvals.
The Company has been informed by University Bancorp Inc, its c. 5% shareholder and principal lender, that it intends to participate in the Offering in order to maintain its equity interest.
Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 - _Prospectus Exemptions_("NI 45-106"), the Common Shares issuable under the Offering will be offered for sale to purchasers resident in the UK and all of the provinces of Canada (except Quebec) pursuant to the listed issuer financing exemption under Part 5A.2 of NI 45-106 (the "LIFE Exemption"). As such, the securities issued to subscribers will not be subject to resale restrictions in accordance with applicable Canadian securities laws.
There is an offering document (the "Offering Document") dated August 20, 2025 related to the Offering and prepared pursuant to the CSA's Listed Issuer Financing Exemption that can be accessed under the Company's profile at www.sedarplus.caand on the Company's website at https://www.pulsarhelium.com. This Offering Document contains additional details regarding the Offering, including additional details regarding the expected use of proceeds therefrom. Prospective investors in the Offering should read this Offering Document before making an investment decision. The Offering Document does not contain an offer of transferable securities to the public in the United Kingdom within the meaning of section 102B of the Financials Services and Markets Act 2000, as amended ("FSMA") and is not required to be issued as a prospectus pursuant to section 85 of FSMA. It has not been, nor will it be approved by, or filed with, the Financial Conduct Authority or any other authority which would be a competent authority for the purposes of the UK Prospectus Regulation.
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 Offering to UK residents pursuant to a placing agreement. OAK Securities will be paid an advisory fee of £20,000, payable in cash and a cash fee in an amount equal to six per cent (6.0%) of the gross proceeds raised from UK resident investors introduced to the Company by OAK Securities pursuant to the Offering. The Company will also issue Common Share purchase warrants (the "Broker Warrants") to OAK Securities equal to 6.0% of the number of Common Shares acquired by investors introduced to the Company by OAK Securities pursuant to the Offering, with such Broker Warrants being exercisable for 12 months from the date of issue at a price of GBP 0.23 (approximately CAD$0.43).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 Offering is rendered temporarily or permanently impracticable or inadvisable.
The new Common 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 Common Shares.
Completion of the Offering, 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 Venture Exchange.
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.
Strand Hanson Limited (Nominated & Financial Adviser, and Joint Broker) Ritchie Balmer / Rob Patrick +44 (0)20 7409 3494
OAK Securities* (Joint Broker) Richard McGlashan / Mungo Sheehan +44 7879 646641 / +44 7788 266844 richard.mcglashan@oak-securities.com/ mungo.sheehan@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._
Yellow Jersey (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, as well as on the OTCQB with the ticker PSRHF. Pulsar's portfolio consists of its flagship Topaz helium project in Minnesota, 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.
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 Offering and the expected use of net proceeds of the Offering. 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 July 31, 2025 for the year ended September 30, 2024 found under Company's profile on www.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 OFFERING
IMPORTANT INFORMATION ON THE OFFERING FOR INVITED PLACEES ONLY. MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE OFFERING. 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 Offering ("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 Common Shares to be issued pursuant to the Offering (the "Offering 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.
No public offering of the Offering Shares is being made in the United Kingdom or elsewhere. Members of the public are not eligible to take part in the Offering and no public offering of Offering Shares is being or will be made. This Announcement and the terms and conditions set out and referred to in it are directed only at persons selected by OAK Securities who are (a) if in the United Kingdom, persons who (i) have professional experience in matters relating to investments falling within article 19(1) of The Financial Services and Markets Act (Financial Promotion) Order 2005, as amended ("FPO") and who fall within the definition of 'investment professionals' in article 19(5) of the FPO or fall within the definition of 'high net worth companies, unincorporated associations etc.' in article 49(2)(a) to (d) of the FPO and (ii) are 'qualified investors' ("UK Qualified Investors") being persons within the meaning of article 2(e) of Regulation (EU) 2017/1129 (as amended) as it forms part of UK domestic law by virtue of, the European Union (Withdrawal) Act 2018 (as amended) (the "UK Prospectus Regulation"); (b) if in a member state of the European Economic Area ("EEA"), persons who are 'qualified investors' ("EEA Qualified Investors") being persons falling within the meaning of article 2(e) of Regulation (EU) 2017/1129 (as amended) (the "EU Prospectus Regulation"); or (c) persons to whom it may otherwise lawfully be communicated (all such persons referred to in (a), (b) and (c) together being referred to as "Relevant Persons").
No action has been taken by the Company, OAK Securities, or any of their respective directors, officers, partners, agents, employees or affiliates that would permit an offer of the Offering Shares or possession or distribution of this Announcement or any other publicity material relating to such Offering Shares in any jurisdiction where action for that purpose is required. Persons receiving this Announcement are required to inform themselves about and to observe any restrictions contained in this Announcement.
This Announcement does not itself constitute an offer for sale or subscription of any securities in the Company. This Announcement and the terms and conditions set out herein must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this Announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Distribution of this Announcement in certain jurisdictions may be restricted or prohibited by law. Persons distributing this announcement must satisfy themselves that it is lawful to do so.