Issue of Equity, Total Voting Rights &PDMR dealing

Mendell Helium PLC

22 October 2025

 

Mendell Helium plc

("Mendell Helium" or the "Company")

Issue of Equity, Total Voting Rights & PDMR dealing

Mendell Helium announces that, in accordance with his share-based remuneration arrangements announced on 23 June 2025, Nick Tulloch, Chief Executive Officer, will receive 710,541 new Ordinary Shares ("New Shares"), as payment in lieu of £22,500 of accrued remuneration for the period from 1 July 2025 to 30 September 2025. The New Shares will be issued at a price of 3.1666 pence per share, being the volume weighted average price of the Company's ordinary shares over the 14 calendar days to 30 September 2025. 

Following this issuance, the total number of Ordinary Shares that will be held following Admission by Nick Tulloch, a Person Discharging Managerial Responsibility ("PDMR"), is as follows:

Name	New Ordinary Shares to be issued	Total Ordinary Shares held in the Company following Admission	As a percentage of the Company's enlarged issued ordinary share capital following Admission
Nick Tulloch	710,541	4,823,9831	4.15%

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

Additional Issue of Equity

The Company has agreed to issue and allot 189,477 New Shares as payment in lieu of approximately £6,000 of accrued fees owed by the Company to a professional adviser. These New Shares will be issued at the same price of 3.1666 pence per share, being the volume-weighted average price over the 14 calendar days to 30 September 2025.

Admission

Application will be made for the 900,018 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 27 October 2025. The New Shares will rank pari passu with the existing ordinary shares.

Total Voting Rights

Following Admission, the Company's enlarged share capital will comprise 116,155,653 ordinary shares of 1 pence each. Therefore, the total number of voting rights in the Company will be 116,155,653. 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/s/a6a55a

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]
Stanford Capital Partners Ltd (Broker) Patrick Claridge/Bob Pountney	Tel:  [phone]/51
Fortified Securities Guy Wheatley	Tel: [phone]
Brand Communications (Public & Investor Relations) Alan Green	Tel: [phone]

Overview of M3 Helium

Mendell Helium announced on 27 June 2024 that it has entered into an option agreement to acquire the entire issued share capital of M3 Helium through the issue of 57,611,552 new ordinary shares in Mendell Helium to M3 Helium's shareholders. The exercise of the option will constitute a reverse takeover pursuant to AQSE Rule 3.6 of the Access Rule Book and is subject to, inter alia, publication of an admission document.

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

In addition, M3 Helium has an interest in the Rost 1-26 well in Fort Dodge, just to the east of Dodge City, Kansas.  It was tested in July 2024 as containing 5.1% helium composition and a previous drill stem test yielded a maximum flow rate of approximately 2,900 Mcf per day.  M3 Helium owns a mobile Pressure Swing Adsorption production plant which has been installed on site and will be used to purify the produced helium.  The plant is capable of processing up to 800 Mcf per day of raw gas and purifying it up to 99.999% helium.

Alongside this well is Brobee, a disposal well that has been permitted at 5,000 barrels of water per day at 1,200 psi.

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)	Volume Weighted Average Price(s) Volume(s) 3.1666 pence 710,541
d)	Aggregated information -      Aggregated volume -      Price	N/A
e)	Date of transaction	22 October 2025
f)	Place of transaction	AQSE

 

END