Important Regulatory Notice
This announcement and its contents are confidential and are not intended for public dissemination, publication, or distribution, in whole or in part, either directly or indirectly, in jurisdictions such as the United States, Australia, Canada, the Republic of South Africa, Japan, or any other region where such actions would be illegal. It is strictly informational and should not be construed as an invitation, solicitation, recommendation, offer, or advice to any individual regarding the acquisition, disposal, or subscription of any securities in Helium One Global Ltd or any other entity in any jurisdiction where this would violate applicable laws or regulations. The distribution of this announcement does not constitute a basis or reliance for any investment decisions regarding Helium One Global Ltd. This announcement includes inside information as defined by the Market Abuse Regulation (EU) 596/2014, which is integrated into UK law under the European Union (Withdrawal) Act 2018. Following the release of this announcement, this inside information is now public, and individuals who were previously privy to it are no longer considered in possession of inside information.
Helium One Global Provides Project Updates and Raises Funds
Helium One Global (AIM:HE1), a leading helium exploration company based in Tanzania and holding a 50% stake in the Galactica-Pegasus helium project in Colorado, USA, has delivered a significant update regarding its Southern Rukwa Helium project in Tanzania. The company has entered an investment agreement with three institutional investors, facilitated by Marex Financial, through which the investors have conditionally pledged £10 million (approx. US$13 million) to support the next operational phase in both Tanzania and the US. Furthermore, existing shareholders will have the opportunity to participate in a proposed retail offer totaling £1,000,000.
Key Highlights of the Announcement
- The Southern Rukwa Mining Licence has been officially awarded.
- A new testing program for the Southern Rukwa project is set to commence in Q4 2025.
- A £10 million fundraise aims to push development forward in Southern Rukwa and support the Galactica helium-CO2 project in the US.
- A retail offer of up to £1,000,000 is anticipated for existing shareholders.
Comments from the Leadership
James Smith, the Chairman, stated, “Currently, Helium One is not generating revenue, yet we possess interests in two prime helium development projects. This funding initiative is crucial for the company and will enable us to expedite both projects towards production and ultimately towards generating cash flow. Therefore, the Board strongly advises shareholders to support the resolutions at the upcoming General Meeting.”
Lorna Blaisse, Chief Executive Officer, added, “The capital we secure from this fundraising will facilitate the progression of our Itumbula West discovery in Southern Rukwa. With the Mining Licence now formally granted, we are keen to initiate further testing using a downhole Electric Submersible Pump, an essential step for evaluating helium concentrations within this unique resource and for conducting multi-rate flow tests. This will bring us closer to finalizing the development strategy and subsequent processing plant. Additional funds will also be directed towards our US helium-CO2 project, managed by Blue Star Helium, enabling us to advance towards initial gas production and cash generation in Q4 of this year.”
Update on the Southern Rukwa Project
Helium One has officially received the 480 km² Mining Licence (ML) in Southern Rukwa. The establishment of the joint venture Company, Songwe Helium Ltd, has also been finalized, with directors now appointed. While the Regulatory Framework Agreements are nearing completion, the government’s free carried interest has been set at 17%. With the ML now in hand, the company is gearing up to commence further testing in Q4 2025, which will involve re-entering the ITW-1 well and employing a downhole Electric Submersible Pump to enhance helium flow rates from both the Basement and Karoo formations. This operation aims to yield a more comprehensive understanding of helium concentrations at higher flow rates, which will inform the development plan.
Details on the Fundraising Initiative
The investors have the option to convert the £10 million advance into ordinary shares in the company at their discretion upon providing a Conversion Notice. The conversion price will be set at 80% of the highest price between the lowest daily volume-weighted average price (VWAP) of the company’s shares over the preceding 10 trading days or 92.5% of the VWAP for the same period. The company is obligated to repay any remaining advance amount within 12 months of drawdown, either in cash, ordinary shares, or a combination of both. In the event of default, the advance becomes immediately repayable with a default interest rate of 12% per annum accruing on the outstanding amount. The funds raised will support ongoing operations in both Southern Rukwa and the Galactica-Pegasus project, along with general working capital needs, as detailed below:
- 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 subject to shareholder approval for the necessary allotment of ordinary shares, which is essential for fulfilling the obligations related to the advance conversion. If the resolution is not approved at the General Meeting, the Investment Agreement will proceed under a cash box structure. Should the conditions not be satisfied by August 31, 2025, either party may choose to terminate the agreement. An introduction fee will be paid to Marex Financial, along with customary warranties and indemnities offered to the investors. Investors are also restricted from holding short positions with certain exceptions, and a termination fee of 12% applies under specific circumstances.
Upcoming Retail Offer for Shareholders
The company plans to provide existing shareholders with an opportunity to participate in a retail offer of up to £1,000,000 shortly after the General Meeting. This offer will feature the same pricing terms as those available to the investors in the Investment Agreement. Details regarding this retail offer will be shared after the General Meeting, and it will be contingent upon shareholder approval for the unconditional issuance of ordinary shares. Proceeds from this retail offer will be allocated for general working capital.
General Meeting Notification
A notice for the upcoming general meeting has been dispatched to shareholders, scheduled for 11:00 a.m. GMT on August 5, 2025, at Hill Dickinson LLP, London. The agenda will include a resolution to authorize the Directors to allot ordinary shares on a non-pre-emptive basis, which will be crucial for conversions related to the advance and the retail offer. The notice will soon be accessible on the company’s website.
About Helium One Global
Helium One Global is a leading helium exploration company in Tanzania, holding a 50% interest in the Galactica-Pegasus helium development project in Colorado, USA. The company operates within two distinct helium project areas across two continents, positioning itself as a key player in addressing a globally constrained helium supply. The Southern Rukwa Project, its flagship initiative, is advancing through a full appraisal and development phase following successful exploration drilling, which revealed a helium discovery at Itumbula West-1. In 2024, this well successfully produced helium at a rate of 5.5% continuously. Following this success, the company secured the Mining Licence in March 2025. The Galactica-Pegasus project, operated by Blue Star Helium, has concluded a six-well drilling campaign, critical for moving towards commercial production. The next phase will see these wells integrated for initial production in Q4 2025.
