Result of GM & Completion of Acquisition

Mendell Helium PLC

18 May 2026

 

Mendell Helium plc

("Mendell Helium" or the "Company")

Result of General Meeting

Completion of Acquisition

Directorate Change

Related Party Transaction

Issue of Equity

The General Meeting of the Shareholders of Mendell Helium was held today at 10.00 a.m. (UK) at Arran House, Arran Road, Perth, Perthshire PH1 3DZ. The Company is pleased to confirm that all resolutions were duly passed.

The Company is also pleased to announce the completion of its acquisition of M3 Helium Corp.

Full details of the poll results at the General Meeting are set out below:

Resolution	For	Against	Discretion to Chairman	Withheld	Total
01	69,216,110	12,124	982,951	Nil	70,211,185
02	69,228,234	0	982,951	Nil	70,211,185
03	69,162,884	65,350	982,951	Nil	70,211,185
04	68,479,585	748,649	982,951	Nil	70,211,185
05	68,467,461	760,773	982,951	Nil	70,211,185
06	69,072,884	155,350	982,951	Nil	70,211,185
07	69,010,145	218,089	982,951	Nil	70,211,185

The number of shares in issue at 6:30 p.m. (UK) on 15 May 2026 was 235,758,064. The Company does not hold any shares in treasury.

Directorate Change

Following completion of the Acquisition, Paul Mendell has been appointed as Chief Technical Director of the Company with immediate effect.

Paul Mendell is an oil and gas producer and the co-founder of two UK-listed companies: Iofina, an AIM-listed iodine producer, and Highlands Natural Resources plc, now Chill Brands Group plc. He subsequently became chairman of the latter company. Mr Mendell has owned interests in more than 200 producing oil and gas wells in the US, which were subsequently acquired by larger firms including Anadarko, EnCana, Noble, Oxy and others. He is a self-educated geologist and well-respected developer of new concepts in exploration for oil, gas, iodine and other commodities. Mr Mendell also founded Mendell Energy, a Denver-based independent oil and gas producer, acquired for $12 million in 2012.

The following information is disclosed in respect of Paul Ethan Mendell (age 60) pursuant to Rule 4.9 of the AQSE Growth Market Access Rulebook. All information is as at the date of this announcement.

Current Directorships / Partnerships:	Past Directorships / Partnerships (within the last five years):
M3 Helium Corp. Mendell Digital LLC Wise Old Mouse LLC Mendell Farmlands Washington, LLC Mendell Farmlands LLC Tall Grass Investments, Inc Onza Corp.	Heartlands Industries Limited (previously Gasrock Limited) Noble Analytical Laboratory LLC Mendell Finisterre III LLC Mendell Finisterre IV LLC Mendell Energy Management Inc Mendell Finisterre II LLC Mendell Finisterre LLC Mendell Finisterre I LLC Mendell Energy LLC Mendell - Davis Gas Partners LLC MicroDose Ltd. Mendell Energy Technologies, Inc

Following Admission (as defined below) Paul Mendell will hold 31,684,954 ordinary shares in the Company, representing 9.37 per cent. of the Company's issued share capital following Admission.

There is no further information which is required to be disclosed pursuant to Rule 4.9 of the AQSE Growth Market Access Rulebook in respect of Paul Mendell.

Related Party Transaction

Paul Mendell, who has been appointed to the Board as a Director following completion of the Acquisition, held 16,777,700 shares in M3 Helium (the "M3 Helium Sale Shares"). Under the terms of the Acquisition, the Company acquired the M3 Helium Sale Shares from Paul Mendell in consideration for the issue to him of 21,683,219 new ordinary shares in the Company.

By virtue of his interest in the Acquisition and his appointment to the Board, Paul Mendell is considered to be a related party of the Company, and the acquisition of the M3 Helium Sale Shares from him therefore constitutes a related party transaction for the purposes of Rule 4.6 of the AQSE Growth Market Access Rulebook (the "Transaction").

The Directors of the Company independent of the Transaction, being Nick Tulloch, Eric Boyle and John Brown, consider that, having exercised reasonable care, skill and diligence, the Transaction is fair and reasonable insofar as the Company's shareholders are concerned.

Issue of Equity

Following shareholder approval at the General Meeting, the Company has issued 102,428,874 new ordinary shares (being the aggregate of the Second Tranche Shares, the Fee Shares and the Acquisition Shares). The Company has also issued 10,881,861 warrants to advisers in connection with the Fundraise.

Admission

Application has been made for the 102,428,874 new ordinary shares to be admitted to trading on the Aquis Stock Exchange AQSE Growth Market. Admission is expected to occur at 8:00 a.m. on or around 19 May 2026.

Total voting rights

Following Admission, the Company's enlarged share capital will comprise 338,186,938 ordinary shares of 1 pence each. Therefore, the total number of voting rights in the Company will be 338,186,938. 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.

Unless otherwise defined, all capitalised terms used but not defined in this announcement shall have the meaning given to them in the circular published by the Company on 1 May 2026.

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 5,000 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 a further four new production wells. It has also agreed a joint venture with Ritchie Exploration, Inc. to recomplete the Schneweis Ventures 13, 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	Paul Mendell
2	Reason for the notification
a)	Position/Status	Chief Technical Director
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 the Acquisition
c)	Price(s) and volume(s)	Price(s) Volume(s) 4 pence 21,683,219
d)	Aggregated information -      Aggregated volume -      Price	N/A
e)	Date of transaction	18 May 2026
f)	Place of transaction	AQSE

 

END