Helium One Global Ltd Announces Confirmation of ML Award & Proposed £10m Fundraise

Rhea-AI Summary

Helium One Global (OTCQB:HLOGF) has announced two major developments: the formal award of a 480km² Mining License in southern Rukwa, Tanzania, and a proposed £10 million fundraise (approximately US$13 million) through an investment agreement with institutional investors.

The company plans to commence further testing in Q4 2025 using a downhole Electric Submersible Pump at the ITW-1 well. The fundraise includes a £1 million retail offer for existing shareholders. The funds will be allocated to: £4.0 million for ESP work programme, £1.0 million for annual ML fees/G&A, and £4.5 million for USA Galactica development.

The investment agreement allows investors to convert funds into shares at 80% of the VWAP with a 12-month maturity date. A General Meeting is scheduled for August 5, 2025, to approve the necessary share issuance authorities.

Positive

• Formal award of 480km² Mining License in southern Rukwa secured
• £10 million fundraise secured with institutional investors
• Additional £1 million retail offer available for existing shareholders
• Q4 2025 target for first gas and cash flow from USA helium-CO2 project
• Previous extended well test showed promising 5.5% helium flow

Negative

• Company remains non-revenue generating
• Dilutive financing structure with 20% discount to VWAP for share conversions
• 12% penalty interest rate if default occurs
• Regulatory Framework Agreements still pending finalization
• Investment Agreement includes potential termination fee of 12% of outstanding advance

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN HELIUM ONE GLOBAL LTD OR ANY OTHER ENTITY IN ANY JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF HELIUM ONE GLOBAL LTD.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (EU) 596/2014 WHICH FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.

THIS ANNOUNCEMENT MAY CONTAIN CERTAIN STATEMENTS ABOUT THE FUTURE OUTLOOK FOR THE COMPANY. ALTHOUGH THE DIRECTORS BELIEVE THEIR EXPECTATIONS ARE BASED ON REASONABLE ASSUMPTIONS, ANY STATEMENTS ABOUT THE FUTURE OUTLOOK MAY BE INFLUENCED BY FACTORS THAT COULD CAUSE ACTUAL OUTCOMES AND RESULTS TO BE MATERIALLY DIFFERENT.

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

LONDON, GB / ACCESS Newswire / July 18, 2025 / 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-CO₂ 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-CO₂ 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 480km² 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

Contact

Helium One Global Ltd Lorna Blaisse, CEO Graham Jacobs, Finance and Commercial Director	+44 20 7920 3150
Panmure LiberumLimited (Nominated Adviser and Joint Broker) Scott Mathieson Nikhil Varghese	+44 20 3100 2000
Zeus Capital Limited (Joint Broker) Simon Johnson Louisa Waddell	+44 20 3829 5000
Tavistock(Financial PR) Nick Elwes Tara Vivian-Neal	+44 20 7920 3150

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 480km² 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 CO₂ 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 CO₂ 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.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

SOURCE: Helium One Global Ltd

View the original press release on ACCESS Newswire

FAQ

What is the size of Helium One's (HLOGF) new Mining License in Tanzania?

Helium One has been awarded a 480km² Mining License in the southern Rukwa region of Tanzania.

How much funding did Helium One (HLOGF) secure in July 2025?

The company secured £10 million (approximately US$13 million) from institutional investors, with an additional £1 million retail offer planned for existing shareholders.

How will Helium One (HLOGF) use the £10 million fundraise proceeds?

The funds will be allocated as follows: £4.0 million for ESP work programme in Tanzania, £1.0 million for annual ML fees/G&A, and £4.5 million for USA Galactica development.

What is the government's interest in Helium One's Tanzania project?

The Tanzanian Government will have a 17% free carried interest in the project through the joint venture company, Songwe Helium Ltd.

When will Helium One (HLOGF) commence further testing at ITW-1 well?

The company plans to commence further testing in Q4 2025 using a downhole Electric Submersible Pump at the ITW-1 well.

What are the conversion terms for the £10 million investment in Helium One?

Investors can convert funds into shares at 80% of the higher of the lowest daily VWAP in 10 trading days or 92.5% of the VWAP for the 10 trading days preceding conversion.