REG - Helium One Global Ld - Confirmation of ML Award & Proposed £10m Fundraise

Helium One GlobalAnnouncement

18/07/2025 10:45

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RNS Number : 6883R  Helium One Global Ltd  18 July 2025

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MATERIALLY DIFFERENT.

 

18 July 2025

 

 

Helium One Global Ltd

("Helium One" or "the Company")

 

Confirmation of Award of Southern Rukwa Mining Licence, Advancing the Southern
Rukwa Project and Proposed Fundraise of £10 million and Notice of General
Meeting

 

Helium One Global (AIM: HE1), the primary helium explorer in Tanzania with a
50% working interest in the Galactica-Pegasus helium development project
in Colorado, USA, provides an update on the southern Rukwa Helium project in
Tanzania.

The Company also announces that it has entered into an investment agreement
(the "Investment Agreement") with three institutional investors (the
"Investors") that has been arranged by Marex Financial pursuant to which the
Investors have conditionally agreed to invest a total of £10 million
(approximately US$13 million) (the "Advance") to fund the next phase of
operations in Tanzania and the US. The Company also intends to make available
to existing shareholders the ability to participate in a retail offer of up to
£1,000,000 (the "Proposed Retail Offer").

 

Summary:

·    Southern Rukwa Mining Licence formally awarded

·    Further testing programme to advance the development at southern Rukwa
planned to start in Q4 2025

·   £10 million (approximately US$13 million) fundraise to further advance
towards development in southern Rukwa and to continue to fund the USA
Galactica helium-CO(2) development to first gas

·    Expected £1,000,000 retail offer to existing shareholders

 

James Smith, Chairman, commented:

"At present, Helium One is a non-revenue generative business, but we are in
the unique position of having interests in two significant helium development
projects. This raise is an important step for the Company and will enable us
to accelerate both these projects towards production and ultimately cash flow;
and as a result the Board unanimously recommend that shareholders vote in
favour of the resolutions at the General meeting."

 

Lorna Blaisse, Chief Executive Officer, commented:

"The capital raised through this fundraise enables us to advance development
of the Itumbula West discovery in Southern Rukwa. With the Mining Licence now
formally awarded, we're looking forward to progressing the further testing
using a downhole Electric Submersible Pump.  This important step will enable
the Company to better understand the concentrations of helium in this unique
helium play and further establish multi-rate flow tests, bringing us closer to
finalising  the development plan and subsequent processing plant.

Additional funds will also be allocated to our USA helium-CO(2) project,
operated by Blue Star Helium, which will enable us to progress to first gas
and cash flow in Q4 this year."

 

Southern Rukwa Project update

The Company has now been formally awarded the 480km(2) Mining Licence ("ML")
in southern Rukwa.  In addition to this, the incorporation of the joint
venture Company, Songwe Helium Ltd has now been completed and directors
appointed. The Regulatory Framework Agreements are still being finalised, but
as previously announced the Government free carried interest has been agreed
at 17%.

Now that the ML has been officially awarded, the Company plans to commence
further testing in Q4 2025 to advance the development. This will be undertaken
by re-entering the ITW-1 well and utilising a downhole Electric Submersible
Pump which will be used to create artificial lift and flow helium at increased
rates from the Basement and Karoo intervals. This operation is expected to
provide a greater understanding of the helium concentrations at higher flow
rates. This information will then be used to enhance the development
programme.

The Company is still awaiting a date for the execution of the regulatory
agreements and the formal signing ceremony.

 

Fundraise

The Investors may elect to convert the £10 million Advance into ordinary
shares ("Ordinary Shares") in the Company at any time and in any such
proportion as they so choose upon delivery to the Company of a notice of
conversion ("Conversion Notice").  The conversion price will be an amount
equal to 80 per cent of the higher of: (i) the lowest single daily volume
weighted average price ("VWAP") in respect of the Company's Ordinary Shares
during the 10 trading days immediately preceding the date of the Conversion
Notice; or (ii) 92.5 per cent of the VWAP for the 10 trading days immediately
preceding the date of the Conversion Notice.

 

Any outstanding amount of the Advance is repayable by the Company on the date
falling 12 months after the drawdown of the Advance (the "Maturity Date"),
either in: (a) cash; (b) Ordinary Shares (at a price equal to 80 per cent. of
the higher of (i) the lowest single daily VWAP in respect of the Company's
Ordinary Shares during the 10 trading days immediately preceding the Maturity
Date; or (ii) a floor of 92.5 per cent of the VWAP for the 10 trading days
immediately preceding the Maturity Date; or (c) a combination of both, at the
Company's discretion. If an event of default occurs, the Advance will be
immediately repayable on demand and default interest at a rate of 12% per
annum will accrue on the outstanding amount of the Advance, payable at the
same time as repayment of such amount. In the event of termination, the
Noteholders are able to initiate a final Conversion up to 25% of the
outstanding balance.

 

The Advance will be used to fund ongoing operations on the Company's projects
in Southern Rukwa, Tanzania and the Galactica-Pegasus project in Colorado,
USA, as well as providing general working capital As follows:

 

Tanzania

ESP work programme
                        £4.0 million

Annual ML Fees/G&A
                            £1.0 million

USA
 
 

Galactica development
                       £4.5 million

 

Total
                                              £9.5
million

 

The Investment Agreement is conditional, amongst other things, on approval by
the Company's shareholders of the authorities necessary to enable the
Directors to allot and issue Ordinary Shares free of pre-emption as may be
required to fulfil the Company's obligations in respect of the conversion of
the Advance, with such authority being for the value of the Advance. In the
event that the resolution at the General Meeting is not passed, the Investment
Agreement will be implemented by way of a cash box structure. If the
conditions are not satisfied or waived (to the extent possible) by 31 August
2025, the Company and/or the Investors (acting together) may elect to
terminate the Investment Agreement.

 

An introduction fee is payable to Marex Financial.

 

The Company has given warranties and indemnities in favour of the Investors,
which are customary in a transaction of this nature.

 

Any sale by the Investors of Ordinary Shares acquired by them under the
Investment Agreement must be conducted in an orderly manner. The Investors are
restricted from holding short positions subject to certain carve-outs.

 

A termination fee of 12% of the outstanding Advance becomes payable if the
agreement is terminated in certain circumstances.

 

 

Retail Offer

 

The Company intends to make available to existing shareholders the ability to
participate in a retail offer of up to £1,000,000 as soon as reasonably
practicable following the conclusion of the General Meeting (defined below)
(the "Retail Offer"). It is intended that the Retail Offer will be made
available using the same pricing structure as available to the Investors under
the Investment Agreement. The Company expects that further details in respect
of the Retail Offer will follow shortly after conclusion of the General
Meeting.

 

The Retail Offer is conditional, amongst other things, on approval by
Shareholders of the authorities necessary to enable the full and unconditional
issue of Ordinary Shares subscribed for under the Retail Offer. The proceeds
of the Proposed Retail Offer will be used for general working capital
purposes.

 

Notice of General Meeting

A notice of general meeting ("Notice of General Meeting") of the Company to be
held at 11.00 a.m. GMT on 5 August 2025 at the offices of Hill Dickinson LLP
at 8(th) Floor, The Broadgate Tower, 20 Primrose Street, London, EC2A 2EW
("General Meeting") is today being posted to shareholders. The resolution in
the notice of General Meeting will be proposed to authorise the Directors to
allot ordinary shares on a non-pre-emptive basis, which the Company expects to
be utilised in respect of conversions of the Advance and for the Retail Offer,
amongst other things.  The Notice of General Meeting will be available on the
Company's website shortly.

 

For further information please visit the Company's website: www.helium-one.com
(http://www.helium-one.com/)

Contact

 Helium One Global Ltd                                         +44 20 7920 3150

 Lorna Blaisse, CEO

 Graham Jacobs, Finance and Commercial Director

 Panmure Liberum Limited (Nominated Adviser and Joint Broker)  +44 20 3100 2000

 Scott Mathieson

 Nikhil Varghese

 Zeus Capital Limited (Joint Broker)                           +44 20 3829 5000

 Simon Johnson

 Louisa Waddell

 Tavistock (Financial PR)                                      +44 20 7920 3150

 Nick Elwes

 Tara Vivian-Neal

 

 

Notes to Editors

Helium One Global, the primary helium explorer in Tanzania with a 50% working
interest in the Galactica-Pegasus helium development project in Colorado, USA.
The Company holds helium licenses within two distinct helium project areas,
across two continents. With an expanding global footprint, the company has the
potential to become a strategic player in resolving a supply-constrained
helium market.

The Company's flagship southern Rukwa Project is located within the southern
Rukwa Rift Basin in south-west Tanzania.  This project entering a full
appraisal and development stage following the success of the 2023/24
exploration drilling campaign, which proved a helium discovery at Itumbula
West-1 and, following an extended well test ("EWT"), successfully flowed 5.5%
helium continually to surface in Q3 2024.

Following the success of the EWT, the Company filed a Mining Licence ("ML")
application with the Tanzania Mining Commission in September 2024. The
480km(2) ML has now been offered to the Company and was officially accepted in
March 2025.

The Company also owns a 50% working interest in the Galactica-Pegasus helium
development project in Las Animas County, Colorado, USA. This project is
operated by Blue Star Helium Ltd (ASX: BNL) and has successfully completed a
six well development drilling campaign in H1 2025. The completion of the
development programme is a key component of the broader Galactica-Pegasus
development strategy; aimed at progressing the helium and CO(2) discoveries to
near-term commercial production.

This programme has seen a systematic approach to developing the extensive
Lyons Formation reservoir. The programme has delivered encouraging results, in
line with expectations, consistently encountering good helium (up to 3.3% He)
and CO(2) concentrations in the target formation and demonstrating promising
flow potential. The next steps will see the Galactica wells tied into initial
production in Q4 2025.

Helium One is listed on the AIM market of the London Stock Exchange with the
ticker of HE1 and on the OTCQB in the United States with the ticker HLOGF.

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