REG - AIM - Schedule One - Pulsar Helium Inc.

Pulsar HeliumAnnouncement

04/10/2024 09:00

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RNS Number : 8770G  AIM  04 October 2024

 ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE
 WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

 COMPANY NAME:

 Pulsar Helium Inc. ("Pulsar Helium", the "Company" or, together with its
 subsidiaries, the "Group").

 COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS
 (INCLUDING POSTCODES) :

 Registered office address:

 Unit 1 - 15782

 Marine Drive

 White Rock

 British Columbia V4B 1E6

 Canada

 Trading address / Head office address:

 Rua Frederico Arouca

 Number 251

 2 Frente, 2750-356

 Cascais

 Portugal

 COUNTRY OF INCORPORATION:

 Province of British Columbia, Canada

 COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

 https://www.pulsarhelium.com/ (https://www.pulsarhelium.com/) (AIM Rule 26
 section will be available from Admission)

 COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN
 INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY).  IF THE ADMISSION IS
 SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE
 STATED:

 Pulsar Helium is a publicly traded company on the TSX Venture Exchange
 (TSXV:PLSR) and the OTC QB Venture Market (OTCQB:PSRHF) focused on helium
 exploration and development.

 The Company's primary focus is the exploration and development of helium at
 its appraisal-stage Topaz Project, located in Lake County, Minnesota in the
 United States of America. The Company drilled an appraisal well in February
 2024, named Jetstream #1, which confirmed a gas accumulation with helium
 concentrations of between 8.7% to 14.5% helium, with flow testing recording a
 maximum rate of 821 Mcf per day under well-head compression. In July and
 August 2024, the Company acquired a 20.4km 2D seismic line survey at the Topaz
 Project to assist considerations for the placement of step out wells and a
 deepening of the Jetstream #1 appraisal well.

 The Company also holds two exploration/prospecting licences in Greenland,
 comprising the Tunu Project.

 The Company's main country of operation is United States of America.

 DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER
 OF THE SECURITIES (i.e. where known, number and type of shares, nominal value
 and issue price to which it seeks admission and the number and type to be held
 as treasury shares):

 Number of common shares of no par value in the capital of the Company ("Common
 Shares") to be admitted: TBC.

 Issue price: TBC.

 No Common Shares are held in treasury.

 The Common Shares (via Depositary Interests through CREST) will be freely
 transferable on AIM, however the new Common Shares to be issued pursuant to
 the placing to be undertaken in conjunction with the proposed admission to
 trading on AIM of the Company's securities ("Admission") will have a temporary
 restriction on the flow of such Common Shares into Canada for a period of four
 months and one day from the date of issue. This is a TSX Venture Exchange rule
 known as an Exchange Hold Period.

 CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED
 MARKET CAPITALISATION ON ADMISSION:

 Capital to be raised on Admission: TBC

 Anticipated market capitalisation on Admission: TBC (market capitalisation on
 the TSXV as at market close on 2 October 2024 of c. C$58 million (c. £33
 million)).

 PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

 TBC

 DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES
 (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:

 The Company's Common Shares are traded on the TSX Venture Exchange under the
 trading symbol "PLSR" and the OTC QB Venture Market in the United States under
 the trading symbol "PSRHF".

 THE COMPANY HAS APPLIED FOR THE VOLUNTARY CARBON MARKET DESIGNATION (Y/N)

 N

 FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the
 first name by which each is known or including any other name by which each is
 known):

 Neil Lindsey Herbert - Executive Chair

 Thomas (Tom) Harvey Abraham-James - CEO & President

 Daniel (Dan) Alexander O'Brien - Chief Financial Officer

 Geoffrey (Stu) Stuart Crow - Independent Non-Executive Director

 Brice Wiebout Paul Laurent - Non-Executive Director

 Doris Aileen Meyer - Independent Non-Executive Director

 Jón Arthur Ferrier - Senior Independent Non-Executive Director

 FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE
 OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first
 name by which each is known or including any other name by which each is
 known):

Shareholder                      Number of Common Shares  Before Admission  After Admission
 ABCrescent Coöperatief U.A.(1)   15,500,000               14.8%             TBC
 Cambrian Limited(2)              12,906,898               12.3%             TBC
 Thomas (Tom) Abraham-James(3)    12,334,454               11.7%             TBC
 Archean Pty Ltd(4)               9,490,243                9.0%              TBC
 Michael Keyes(5)                 6,175,849                5.9%              TBC

 

 Notes:

 1 - Pursuant to its Investor Rights Agreement with the Group, ABCrescent
 Coöperatief U.A. ("ABCrescent") has the right to appoint a nominee director
 to the Board provided it holds in excess of 10% of the Company's issued share
 capital. Brice Laurent, managing director of ABCrescent, is a Non-Executive
 Director of the Company.

 2 - Controlled by Neil Herbert, co-founder and Chair of Pulsar Helium.

 3 - CEO, President and co-founder of Pulsar Helium.

 4 - Trustee of the Bluett Family Trust. Mr Joshua (Josh) Bluett, technical
 manager and co-founder of Pulsar Helium, is the beneficial owner of this
 entity.

 5 - Former director of Invenir Ltd, the Company's wholly owned subsidiary. His
 Common Shares are held through Frontier Resources International Inc.

 NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH
 (H) OF THE AIM RULES:

 N/A

 (i)         ANTICIPATED ACCOUNTING REFERENCE DATE

 (ii)        DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE
 ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited
 interim financial information)

 (iii)       DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS
 PURSUANT TO AIM RULES 18 AND 19:

 (i)         30 September

 (ii)        30 June 2024

 (iii)       31 March 2025 (audited annual results for the year ended 30
 September 2024)

 30 June 2025 (unaudited interim results for the six months ending 31 March
 2025)

 31 March 2026 (audited annual results for the year ending 30 September 2025)

 As an existing TSXV listed company, the Company also prepares quarterly
 results.

 EXPECTED ADMISSION DATE:

 Mid October 2024

 NAME AND ADDRESS OF NOMINATED ADVISER:

 Strand Hanson Limited

 26 Mount Row

 London W1K 3SQ

 United Kingdom

 NAME AND ADDRESS OF BROKER:

 OAK Securities (trading name of Merlin Partners LLP)

 90 Jermyn Street

 London SW1Y 6JD

 United Kingdom

 From Admission, as joint broker with OAK Securities:

 Strand Hanson Limited

 26 Mount Row

 London W1K 3SQ

 United Kingdom

 OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR
 INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A
 STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE
 ADMISSION OF ITS SECURITIES:

 The Admission Document, which will contain full details about the applicant
 and the admission of its securities, will be available on the Company's
 website at https://www.pulsarhelium.com/ (https://www.pulsarhelium.com/) from
 the date of Admission.

 THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

 The Company is subject to the National Instrument 58-101 Disclosure of
 Corporate Governance Practices, which prescribes certain disclosure by the
 Company of its corporate governance practices and National Policy 58-201
 Corporate Governance Guidelines, which provides non-prescriptive guidelines on
 corporate governance practices for the Company (the "Regulations"). In
 addition to stating compliance with the above Regulations, the Company will
 set out, in its admission document, the extent to which its corporate
 governance practices in line with these Regulations differ from the principles
 in the QCA Corporate Governance Code.

 DATE OF NOTIFICATION:

 4 October 2024

 NEW/ UPDATE:

 New

 

Notes:

1 - Pursuant to its Investor Rights Agreement with the Group, ABCrescent
Coöperatief U.A. ("ABCrescent") has the right to appoint a nominee director
to the Board provided it holds in excess of 10% of the Company's issued share
capital. Brice Laurent, managing director of ABCrescent, is a Non-Executive
Director of the Company.

2 - Controlled by Neil Herbert, co-founder and Chair of Pulsar Helium.

3 - CEO, President and co-founder of Pulsar Helium.

4 - Trustee of the Bluett Family Trust. Mr Joshua (Josh) Bluett, technical
manager and co-founder of Pulsar Helium, is the beneficial owner of this
entity.

5 - Former director of Invenir Ltd, the Company's wholly owned subsidiary. His
Common Shares are held through Frontier Resources International Inc.

 

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH
(H) OF THE AIM RULES:

 

N/A

 

(i)         ANTICIPATED ACCOUNTING REFERENCE DATE

(ii)        DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE
ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited
interim financial information)

(iii)       DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS
PURSUANT TO AIM RULES 18 AND 19:

 

(i)         30 September

 

(ii)        30 June 2024

 

(iii)       31 March 2025 (audited annual results for the year ended 30
September 2024)

 

30 June 2025 (unaudited interim results for the six months ending 31 March
2025)

 

31 March 2026 (audited annual results for the year ending 30 September 2025)

 

As an existing TSXV listed company, the Company also prepares quarterly
results.

 

EXPECTED ADMISSION DATE:

 

Mid October 2024

 

NAME AND ADDRESS OF NOMINATED ADVISER:

 

Strand Hanson Limited

26 Mount Row

London W1K 3SQ

United Kingdom

 

NAME AND ADDRESS OF BROKER:

 

OAK Securities (trading name of Merlin Partners LLP)

90 Jermyn Street

London SW1Y 6JD

United Kingdom

 

From Admission, as joint broker with OAK Securities:

Strand Hanson Limited

26 Mount Row

London W1K 3SQ

United Kingdom

 

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR
INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A
STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE
ADMISSION OF ITS SECURITIES:

 

The Admission Document, which will contain full details about the applicant
and the admission of its securities, will be available on the Company's
website at https://www.pulsarhelium.com/ (https://www.pulsarhelium.com/) from
the date of Admission.

 

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

 

The Company is subject to the National Instrument 58-101 Disclosure of
Corporate Governance Practices, which prescribes certain disclosure by the
Company of its corporate governance practices and National Policy 58-201
Corporate Governance Guidelines, which provides non-prescriptive guidelines on
corporate governance practices for the Company (the "Regulations"). In
addition to stating compliance with the above Regulations, the Company will
set out, in its admission document, the extent to which its corporate
governance practices in line with these Regulations differ from the principles
in the QCA Corporate Governance Code.

 

DATE OF NOTIFICATION:

 

4 October 2024

 

NEW/ UPDATE:

 

New

 

 

 

 

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