Issue of Equity, TVR & Director Dealing

Mendell Helium PLC

26 May 2026

 

Mendell Helium plc

("Mendell Helium" or the "Company")

Issue of Equity, Total Voting Rights & Director Dealing

Mendell Helium, the helium production company with operations in Kansas, announces the following issues of equity to a Director and members of its staff in accordance with share-based remuneration arrangements agreed with them and an additional issue of equity to professional advisers.

Nick Tulloch, Chief Executive Officer, will receive 750,000 new ordinary shares of 1 pence each ("Ordinary Shares"), as payment in lieu of £22,500 of accrued remuneration for the period from 1 January 2026 to 31 March 2026. Pursuant to the arrangements announced on 23 June 2025, the new Ordinary Shares will be issued at a price of 3.0 pence per share, being a price equal to the issue price of the Company's subscription announced on 20 January 2026. 

Following this issuance, the total number of Ordinary Shares that will be held following Admission by Nick Tulloch, a director of the Company, is as follows:

Name	New Ordinary Shares to be issued	Total Ordinary Shares held in the Company following Admission	Percentage of the Company's enlarged issued ordinary share capital following Admission
Nick Tulloch	750,000	6,323,9831	1.85%

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

Mendell Helium has also issued 500,000 new Ordinary Shares to each of two US based members of the M3 Helium Corp. ("M3 Helium") team ("Consultant Shares"). These individuals previously supported M3 Helium as consultants and, ahead of the completion of the Company's acquisiton of M3 Helium, joined the team thereby strengthening M3 Helium's capabilities to advance its projects.  In both cases, the issue of the Consultant Shares is in lieu of services provided as well as securing their commitment and incentivising their performance.  These Consultant Shares will be issued at a price of 4.0 pence per share, being a price equal to the issue price of the Company's placing announced on 30 April 2026.

Additional Issue of Equity

The Company has agreed to issue and allot 200,000 new Ordinary Shares at a price of 3.0 pence per share as payment in lieu of approximately £6,000 of accrued quarterly fees owed by the Company to a professional adviser. In addition, the Company has agreed to issue 625,000 new Ordinary Shares to a professional adviser as part of its remuneration in connection with the Company's AIM admission workstreams. These new Ordinary Shares will be issued at a price of 4.0 pence per share, being a price equal to the issue price of the Company's placing announced on 30 April 2026.

Admission

Application will be made for the 2,575,000 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 2 June 2026. 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 340,761,938 Ordinary Shares of 1 pence each. Therefore, the total number of voting rights in the Company will be 340,761,938. 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.

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/link/PKa6Ve

Enquiries:

Investor questions on this announcement We encourage all investors to share questions on this announcement via our investor website	https://mendellhelium.com/s/a6a55a
Mendell Helium plc Nick Tulloch, CEO	Via our website [e-mail]
Cairn Financial Advisers LLP (AQSE Corporate Adviser) Ludovico Lazzaretti / Liam Murray	Tel:  [phone]
SI Capital Limited (Broker) Nick Emerson	Tel:  [phone]
Fortified Securities Guy Wheatley	Tel: [phone]
OAK Securities Jerry Keen / Calvin Man	Tel:  [phone]
AlbR Capital Limited Gavin Burnell / Colin Rowbury / Jon Belliss	Tel: [phone]
Brand Communications (Public & Investor Relations) Alan Green	Tel: [phone]

Overview of Mendell Helium

Mendell Helium is a helium producer in Kansas, USA where it operates through its wholly owned subsidiary M3 Helium.

M3 Helium's flagship well, Rost 1-26, is in Fort Dodge, just to the east of Dodge City, Kansas. It has been tested as containing 5.1% helium composition and a drill stem test yielded a maximum flow rate of approximately 2,900 Mcf per day. Water removed from Rost 1-26 is delivered to Brobee, a nearby disposal well that has been permitted at 10,000 barrels of water per day at 1,200 psi.  Production at Rost 1-26 commenced in early November 2025 and the most recently recorded flow rate in December 2025 was 250 Mcf per day equating to approximately $1.4 million of helium per year (at $300/Mcf helium).

M3 Helium has subsequently drilled a second well, Rost 2-26, which is currently being completed. It also owns additional leases in the Fort Dodge area capable of supporting up to eight new production wells. It has also agreed a joint venture with Ritchie Exploration, Inc. to recomplete the Schneweis Ventures 13A, a well with a drill stem test of over 10,000 Mcf per day and a historic flow rate of 300 Mcf per day.

At the Rost wells in Fort Dodge, M3 Helium treats the raw gas on site to concentrate the helium and has leased two tube trailers which it uses for deliveries to its offtaker.

M3 Helium also has interests in five producing wells (Peyton, Smith, Nilson, Bearman and Dimmitt) within the Hugoton gas field in South-Western Kansas, one of the largest natural gas fields in North America. Significantly these wells are in the proximity of a gathering network and the Jayhawk gas processing plant meaning that producing wells are all tied into the infrastructure.

M3 Helium is also developing a Bitcoin mining operation in Nebraska where it has taken a lease of land prospective for biogenic methane and has drilled a pilot well (Jasper).  It is onboarded for custody with Bitgo Inc. and its Bitcoin treasury management policy is available at https://mendellhelium.com/bitcoin-treasury.

Forward Looking Statements

These forward-looking statements are not historical facts but rather are based on the Company's current expectations, estimates, and projections about its industry; its beliefs; and assumptions. Words such as 'anticipates,' 'expects,' 'intends,' 'plans,' 'believes,' 'seeks,' 'estimates,' and similar expressions are intended to identify forward-looking statements. These statements are not a guarantee of future performance and are subject to known and unknown risks, uncertainties, and other factors, some of which are beyond the Company's control, are difficult to predict, and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. The Company cautions security holders and prospective security holders not to place undue reliance on these forward-looking statements, which reflect the view of the Company only as of the date of this announcement. The forward-looking statements made in this announcement relate only to events as of the date on which the statements are made. The Company will not undertake any obligation to release publicly any revisions or updates to these forward-looking statements to reflect events, circumstances, or unanticipated events occurring after the date of this announcement except as required by law or by any appropriate regulatory authority.

Important Notices

Mendell Helium plc (the "Company") intends in the future to invest surplus cash and hold treasury reserves in bitcoin. Bitcoin is a type of cryptocurrency or crypto asset. Whilst the Board of Directors of the Company considers holding bitcoin to be in the best interests of the Company, the Board is aware that the financial regulator in the UK (the "Financial Conduct Authority" or "FCA") considers investment in bitcoin to be high risk. However, the Board of Directors of the Company consider bitcoin to be an appropriate store of value and growth for the Company's reserves and, accordingly, the Company may in the future be materially exposed to bitcoin. Such an approach is innovative, and the Board of Directors of the Company wish to be clear and transparent with prospective and actual investors in the Company on the Company's position in this regard. An investment in the Company is not an investment in bitcoin, either directly or by proxy.

The Company is neither authorised nor regulated by the FCA and cryptocurrencies (such as bitcoin) are unregulated in the UK. As with most other investments, the value of bitcoin can go down as well as up, and therefore the value of bitcoin holdings can fluctuate. The Company may not be able to realise any future bitcoin exposure for the same as it paid in the first place or even for the value the Company ascribes to bitcoin positions due to these market movements. As bitcoin is unregulated, the Company is not protected by the UK's Financial Ombudsman Service or the Financial Services Compensation Scheme.  Prospective investors in the Company are encouraged to do their own research before investing.

1	Details of the persons discharging managerial responsibilities / person closely associated
a)	Name	Nick Tulloch
2	Reason for the notification
a)	Position/Status	Chief Executive Officer
b)	Initial notification/ Amendment	Initial
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Mendell Helium plc
b)	LEI	213800XIUQ3AHRZ6UF89
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Ordinary shares of 1 pence each GB00BLD3FF28
b)	Nature of the transaction	Issue of shares pursuant to director remuneration
c)	Price(s) and volume(s)	Price Volume(s) 3.0 pence 750,000
d)	Aggregated information -      Aggregated volume -      Price	N/A
e)	Date of transaction	26 May 2026
f)	Place of transaction	Aquis

 

END