Mendell Helium PLC – Bitcoin Treasury Policy & Issue of Equity

Publication of Bitcoin Treasury Management Policy

Issue of Equity, Total Voting Rights & PDMR dealing

Mendell Helium announces that further to its announcement on 23 June 2025, the Company has now formally adopted a new Bitcoin Treasury Management Policy (the “BTC Policy”). A summary of the key terms of the BTC Policy is outlined below. The Company also announces it has issued 2,325,000 new ordinary shares (“Ordinary Shares”) at a price of 2 pence per share in connection with the director remuneration announced on 23 June 2025 and accrued adviser fees.

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 ten 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.

Key terms of the BTC Policy

Use of bitcoin for treasury management purposes

As previously announced, M3 Helium anticipates a considerable increase in  production of helium over the coming months. Subject to the exercise of the Option, the Board intends to invest up to 50% of free cash flows from helium production to acquire bitcoin (“BTC”) as a long-term treasury reserve asset to enhance the Company’s long-term financial resilience through diversification and reduced reliance on traditional financial assets. The BTC Policy also provides that up to 50% of surplus cash held by the Company may be used for BTC purchases, taking account of forthcoming expenditure and working capital requirements. If BTC mining operations commence, all net proceeds from mining will be directed to the Company’s digital currency custodian(s). No speculative or leveraged trading of BTC or other digital currencies is permitted and the Company will not engage in derivatives or leveraged products that deviate from the goal of long-term asset holding.

Custody and security

The Company will appoint a regulated custodian which is either FCA-registered or regulated in its country of operation and the BTC Policy prescribes a series of security protocols including mandatory storage in multi-signature wallets requiring at least two Board-approved signatories and the use of offline cold storage to minimise cyber risks.

Approved investment instruments

As at the date of adoption of the BTC Policy, the only approved instrument, investment or asset which the Company may hold, other than cash, is BTC.  However, the BTC Policy does give the Board discretion to select a list of alternative mainstream crypto assets which may comprise up to 15% of its treasury provided that such assets are capable of generating a yield (for example, Ethereum) and that yield is then utilised to acquire additional BTC or other Board approved alternative assets.

Supervision, responsibilities and control framework

The Company will appoint a treasury committee, comprising at least one non-executive director, the financial controller and the chief executive officer, who will be responsible for administering and reviewing adherence to the BTC Policy on a quarterly basis.

Availability of the BTC Policy

The BTC Policy is available on the Company’s website: https://mendellhelium.com.  Mendell Helium, in conjunction with its digital assets advisers, has also commenced discussions with prospective BTC custodians and expects to select a preferred partner this week following which it will begin the on-boarding process.

The Company also continues to examine suitable opportunities for BTC mining utilising uncommercial gas production where the helium content can be stripped out and sold within M3 Helium’s primary business plan with the residual gas being used to power onsite generators for servers.  As previously announced, a significant advantage around M3 Helium’s existing operations in Fort Dodge is the network of the main roads and communications across the area.  

New Share Issues

Mendell Helium also announces that, in accordance with his share-based remuneration arrangements announced on 23 June 2025, Nick Tulloch, CEO, will receive 1,125,000 new Ordinary Shares, as payment in lieu of £22,500 of his accrued remuneration for the period from 1 April 2025 to 30 June 2025. The new Ordinary Shares will be issued at a price of 2 pence per new Ordinary Share, being a price equal to the issue price of the Company’s subscription announced on 23 June 2025. 

Following this issuance, the total number of Ordinary Shares that will be held following Admission (as defined below) by Nick Tulloch, as a Person Discharging Managerial Responsibility (“PDMRs”) of the Company, is as follows:

¹Including shares held by his spouse and Fetlar Capital, a company controlled by Nick and his spouse.

Additional Issue of Equity

The Company has agreed to issue and allot 1,200,000 new Ordinary Shares as payment in lieu of £24,000 of accrued fees owed by the Company to a professional adviser, in order to assist the Company in conserving its cash resources. These new Ordinary Shares will be issued at a price of 2 pence per new Ordinary Share, being a price equal to the issue price of the Company’s subscription announced on 23 June 2025.

Admission

Application will be made for the 2,325,000 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 am on or around 9 July 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 115,255,635 Ordinary Shares of 1 pence each. Therefore, the total number of voting rights in the Company will be 115,255,635. 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.

Nick Tulloch, Chief Executive Officer of Mendell Helium, said: “M3 Helium’s recompletion work at the Rost well remains on track with dewatering and production targeted in July 2025.  With M3 Helium therefore poised to enter a new phase of its development, we have accelerated progress on our treasury management plans and we are now well advanced on identifying a suitable BTC custodian for our purposes.  Our objective is to have all relationships in place ahead of production commencing at Rost.“

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.

ENDS

Engage with the Mendell Helium management team directly by asking questions, watching video
summaries and seeing what other shareholders have to say. Navigate to our Interactive Investor
website here: https://mendellhelium.com/s/a6a55a

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