PROPOSED FUNDRAISE TO ACCELERATE PRODUCTION PATHWAY
Pulsar Helium Inc. (AIM: PLSR, TSXV: PLSR, OTCQB: PSRHF) (“Pulsar” or the “Company”), today announces its intention to raise gross proceeds of approximately US$20.0 million (equivalent to approximately £14.9 million / CAD$28.4) by way of a placing and subscription. In addition, the Company will conduct a separate retail offer to raise up to US$1.5 million (equivalent to approximately £1.1 million / CAD$2.1 (all together the “Fundraise”).
The Fundraise will be conducted principally in the United Kingdom via the issue of new common shares in the Company (“Common Shares”) at a fixed price of 75 pence (equivalent to approximately CAD$1.43) per common share in the Company (the “Issue Price”) and consists of:
− a non-pre-emptive placing (the “Placing”) of new Common Shares to institutional investors at the Issue Price (the “Placing Shares”);
− a direct subscription (the “Subscription”) of new Common Shares (the “Subscription Shares”) at the Issue Price pursuant to a subscription agreement dated 7 July 2026 entered into between the Company and the subscriber (the “Subscriber”); and
− a non-pre-emptive retail offer through Retail Book Limited (“RetailBook”) for new Common Shares at the Issue Price (the “Retail Offer Shares” and, together with the Placing Shares and the Subscription Shares the “Offer Shares”) (the “Retail Offer”).
As part of the Fundraise, University Bancorp Inc., a company of which Stephen Ranzini, a Director of the Company, is a director, President and CEO, intends to subscribe for such number of new Common Shares to approximately maintain its 4.99% interest in the Company.
Thomas Abraham-James, CEO of Pulsar, commented:
“This proposed fundraise is intended to accelerate Pulsar’s transition from discovery and appraisal towards production planning at Topaz. Recent drilling has increased our confidence in the project, and we believe the current helium market backdrop supports moving at pace to prepare additional production-ready wells, secure long-lead items and advance the infrastructure required for first production.
“In parallel, the proposed reservation of a helium liquefaction plant provides a pathway to control a critical part of the helium value chain in Minnesota. As we advance this process, we believe the plant has the potential to strengthen our route-to-market strategy, support future Topaz production, and create the opportunity for earlier revenue from third-party gas processing while we continue to advance permitting and development activities.”
Details of the Fundraise
The Placing will be conducted through an accelerated bookbuild which will be launched immediately following this announcement (the “Announcement”) and will be made available to new and existing eligible institutional investors (the “Bookbuild”). The final number of Placing Shares issued will be determined following the close of the Bookbuild. The Company and the Sole Bookrunner reserve the right to adjust the gross proceeds to be raised under the Placing. The Placing is subject to the Terms and Conditions set out in the Appendix to this Announcement.
Canaccord Genuity Limited (“Canaccord”) in London, UK, is acting as sole bookrunner (the “Sole Bookrunner”) in connection with the Placing (but not the Subscription, Retail Offer or any arrangements related thereto).
The Subscription Shares will be subscribed for on the terms of the Subscription Agreement, rather than pursuant to the terms and conditions of the Placing. No part of the Fundraise is being underwritten.
In addition to the Placing and the Subscription, retail investors will be given an opportunity to participate by subscribing for Retail Offer Shares at the Issue Price on the RetailBook platform. A separate announcement will be made shortly regarding the Retail Offer and its terms. The Placing and Subscription are not conditional upon the Retail Offer but the Placing is conditional on non-termination of the Subscription. The Retail Offer, which is conditional on the Placing and Subscription will close on completion of the Bookbuild process. For the avoidance of doubt, the Retail Offer is not part of the Placing or Subscription and is the sole responsibility of the Company.
Background to and Rationale for the Fundraise
Against a backdrop of continued tightness in the global helium market, including recent supply disruption in the Gulf region, Pulsar is evaluating strategic options to accelerate its pathway to earlier cash flow and first helium production. It is the view of the Company that the helium supply crisis is structural and long-term, driven by constrained supply sources and growing demand across high‑technology and industrial end markets.
Advancement of development activities
Recent drilling at the Topaz Project has increased confidence in the scale and quality of the resource and supports a shift towards the Company adopting a more production-focused development strategy. Given the helium market backdrop, the Company is seeking to advance production development activities at pace through additional drilling and the purchase of long lead production items.
To further strengthen the resource base in the run-up to production, the Company is targeting the preparation and drilling of an additional six production-ready wells at Topaz for Q4 2026 – Q1 2027. Such wells are to complement the two production-ready wells that have already been drilled, being Jetstream #1 and Jetstream #2, with first helium production targeted for Q4 2027.
Liquefication plant to enhance route-to-market strategy
In parallel, as detailed in the Company’s announcement of 30 June 2026 (and subject to entering into a definitive purchase agreement and receipt of TSX Venture Exchange approval), the Company’s wholly owned subsidiary, Keewaydin Resources Inc., has entered into a binding Letter Agreement (“Letter Agreement”) and Legal Notice to Proceed (“LNTP”) with an arm’s length third party vendor for the reservation of a helium liquefaction plant and related equipment package for potential deployment in Minnesota (the “Plant”) which would allow Pulsar to control a critical component of the helium value chain.
The vendor is an established U.S.-based industrial gas equipment company with a substantial operating history and significant experience in the design, fabrication and delivery of cryogenic and gas processing systems. The vendor has previously delivered equipment for large-scale industrial gas and liquefaction applications and has the engineering, manufacturing and technical support capability required for a project of this nature. Pulsar believes the vendor’s experience and U.S. presence are important advantages as the Company advances the proposed fabrication installation and commissioning of the plant in Minnesota.
The Letter Agreement represents a transformational milestone in Pulsar’s plan to advance its flagship Topaz Project from discovery and appraisal into production, processing and liquefaction. The equipment package includes helium purification and liquefaction equipment, carbon dioxide capture equipment, compression, storage, controls, documentation, spares and related services, with the final scope to be agreed in the definitive purchase agreement to be negotiated between the parties (the “Definitive Agreement”).
The current indicative aggregate product price for the equipment package is approximately US$78.7 million, subject to final confirmation, agreed scope, taxes, duties, shipping, commissioning and other adjustments to be agreed in the Definitive Agreement to be negotiated between the parties. Under the LNTP, Pulsar will make an initial reservation payment of US$250,000, with a further US$750,000 milestone payment contemplated 90 days after execution, subject to the terms of the Definitive Agreement.
The Company expects that the plant acquisition will accelerate the Company’s route to first helium production. The Company believes that the combination of an accelerated plant schedule, near-term deployment potential, third-party processing revenue opportunities and future Topaz feed gas provides a differentiated and potentially financeable development structure that should support constructive financing discussions, including equipment finance, project finance and other strategic funding alternatives, subject to final diligence and market conditions.
The proposed plant configuration is to include CO₂ capture capacity of approximately 300 tonnes per day, equivalent to approximately 109,500 tonnes per year on a 365-day operating basis, and helium liquefaction capacity of approximately 940 litres per hour of liquid helium. This equates to approximately 22,560 litres per day or approximately 8.2 million litres per year of liquid helium, before allowing for uptime, feed gas availability, commissioning, maintenance and other operating conditions. On a gaseous helium equivalent basis, the helium liquefaction capacity represents approximately 0.6 million cubic feet per day or approximately 219 million cubic feet per year.
The Company anticipates that the plant could initially generate revenues from third-party gas processing opportunities, while also providing Pulsar with the infrastructure required to process Topaz feed gas once Minnesota’s regulatory framework and required permits are in place and Topaz production wells are brought online. The Company believes these features materially improve the Topaz Project’s financing profile and may support funding on more favorable terms than would likely be available for a longer-dated processing solution, although there can be no assurance that financing will be secured on acceptable terms or at all.
Intended Use of Proceeds
The gross proceeds of the Placing and the Subscription are principally intended to fund (i) the drilling of 6 production-ready wells at Topaz (complementing the two existing production-ready wells already drilling in Jetstream #1 and Jetstream #2); (ii) the purchase of long lead items necessary for production; and (iii) land permitting and technical reports. A detailed breakdown of the intended use of proceeds is below.
The Company expect that any additional proceeds above $20 million, including proceeds from the Retail Offer, will be applied towards Topaz Project contingency and corporate working capital.
|
Description of use of gross proceeds from the Placing and Subscription |
US$20 million |
£14.9 million |
|
Operations |
||
|
Drilling 6 production ready wells at the Topaz Project and flow-testing |
13.5 |
10.1 |
|
Long lead items for first production including initial gathering system & well infrastructure at the Topaz Project |
2.1 |
1.6 |
|
Land Permitting & Exploration |
||
|
State and federal land leasing in AOI |
1.5 |
1.1 |
|
Geological studies |
0.1 |
0.1 |
|
Field activities at Falcon |
0.3 |
0.2 |
|
Geoscience, Geophysics & Technical Reports |
0.4 |
0.3 |
|
Corporate & Topaz Project Contingency |
2.0 |
0.8 |
|
Total gross proceeds |
20.0 |
14.9 |
Details of the Placing
Canaccord will commence the Bookbuild in respect of the Placing with immediate effect.
The Placing is subject to the terms and conditions set out in appendix 1 to this Announcement (the “Appendix 1”).
The final number of Placing Shares to be issued will be determined following the close of the Bookbuild. The Placing Shares will, when issued, be credited as fully paid and rank pari passu in all respects with the existing issued Common Shares of the Company.
It is envisaged that the Bookbuild will close no later than 7:00 p.m. (London Time) on 7 July 2026 but the timing of the closing of the Bookbuild and allocations are at the absolute discretion of the Sole Bookrunner and the Company. The results of the Placing will be announced as soon as practicable following the close of the Bookbuild.
Appendix 1 to this announcement (which forms part of this announcement) sets out further information relating to the Bookbuild and the terms and conditions of the Placing.
The Fundraise 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 Fundraise will be filed on SEDAR+ later today. As the Prospectus Supplement and the Base Shelf Prospectus qualify the distribution of the Offer Shares sold pursuant to the Fundraise, the Offer 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. Closing of the Fundraise is subject to certain closing conditions including, but not limited to, the receipt of all necessary approvals including receipt of conditional approval from the TSXV.
In consideration of the services rendered by Canaccord in connection with the Placing, the Company has agreed to pay, subject to and conditional on admission, Canaccord: (i) a cash fee equal to 6% of the total gross proceeds of the Placing raised from investors introduced by Canaccord (plus VAT, if applicable); and (ii) a cash fee equal to 2% of the total gross proceeds of the Placing raised from cornerstone investors introduced by the Company and the Subscription (plus VAT, if applicable). In addition, in connection with the proceeds of the Placing raised from cornerstone investors introduced by the Company, the Company has agreed to pay an additional finder’s fee in cash equal to 2% of the total gross proceeds raised from such investors under the Placing to a third-party arm’s length finder. In consideration of the services rendered by Retail Book in connection with the Retail Offer, a cash fee equal to 6% of the gross proceeds of the Retail Offer subject to a minimum of £20,000.
Admission and Settlement
Application will be made for the Offer Shares to be admitted to trading on AIM (“Admission”) and the TSX-V. It is expected that Admission of the Offer Shares will take place at or around 8:00 a.m. (London time) on 13 July 2026 (or such later date as may be agreed between the Company and Canaccord, being not later than 31 July 2026). The Placing is conditional upon, inter alia, Admission becoming effective and receipt of conditional approval from the TSX-V. The Placing is also conditional upon the completion of the Subscription and the Placing Agreement not being terminated in accordance with its terms.
On behalf of Pulsar Helium Inc.
“Thomas Abraham-James”
CEO and Director
Further Information:
Pulsar Helium Inc.
+ 1 (218) 203-5301 (USA/Canada)
+44 (0) 2033 55 9889 (United Kingdom)
https://ca.linkedin.com/company/pulsar-helium-inc.
