Bitcoin Treasury Management Policy and Equity Issuance
Mendell Helium has officially adopted a new Bitcoin Treasury Management Policy (the “BTC Policy”), following its preliminary announcement on June 23, 2025. The highlights of this policy are summarized below. Additionally, the company has issued 2,325,000 ordinary shares (“Ordinary Shares”) at a rate of 2 pence per share, aimed at compensating directors as previously communicated on June 23, 2025, along with accrued advisory fees. As stated on June 27, 2024, the company holds an option to acquire M3 Helium, a helium production firm in Kansas with interests in ten wells. However, it remains uncertain whether the company will exercise this option or if the expanded group will successfully complete a re-admission process.
Key Aspects of the BTC Policy
As previously reported, M3 Helium expects a significant boost in its helium production shortly. If the acquisition option is executed, the Board plans to allocate up to 50% of the free cash flows from helium production for purchasing Bitcoin (BTC) as a long-term treasury reserve. This strategy aims to bolster the company’s financial stability by diversifying its assets and decreasing reliance on conventional financial instruments. Furthermore, the BTC Policy allows for the utilization of up to 50% of any surplus cash for BTC purchases, considering upcoming expenses and working capital needs. Should BTC mining operations commence, all net earnings from mining activities will be directed to the company’s digital currency custodians. The policy strictly prohibits speculative or leveraged trading of BTC and other cryptocurrencies, and the company will refrain from engaging in derivatives or leveraged products that diverge from its long-term asset holding objectives.
Custodianship and Security Measures
The company intends to appoint a regulated custodian, either registered with the FCA or regulated within its operational jurisdiction. The BTC Policy outlines rigorous security measures, including mandatory storage in multi-signature wallets that require the approval of at least two Board members, and the use of offline cold storage to minimize cybersecurity threats.
Approved Investment Instruments
As of the BTC Policy’s adoption, the only permitted investment instrument, aside from cash, is Bitcoin (BTC). Nonetheless, the policy grants the Board the authority to create a list of alternative mainstream cryptocurrencies, which could comprise up to 15% of its treasury, provided they can generate yield (such as Ethereum). This yield would then be reinvested to acquire more BTC or other Board-sanctioned alternative assets.
Oversight and Control Framework
A treasury committee will be established to oversee the administration and compliance with the BTC Policy, consisting of at least one non-executive director, the financial controller, and the chief executive officer. This committee will conduct quarterly reviews of adherence to the policy.
Availability of the BTC Policy
The BTC Policy will be accessible on the company’s official website. Mendell Helium, alongside its digital asset advisors, has initiated discussions with potential BTC custodians and anticipates selecting a preferred partner within the week, leading to the initiation of the onboarding process. The company is also exploring viable opportunities for BTC mining by utilizing uncommercial gas production, which can be sold as helium under M3 Helium’s primary business strategy, while the leftover gas will be used to power onsite generators for server operations. A notable advantage of M3 Helium’s current operations in Fort Dodge is the existing infrastructure of main roads and communication networks in the vicinity.
New Share Issuances
Mendell Helium has disclosed that, in line with the share-based remuneration announced on June 23, 2025, CEO Nick Tulloch will receive 1,125,000 new Ordinary Shares as compensation for £22,500 of accrued remuneration from April 1, 2025, to June 30, 2025. The new shares will be issued at a price of 2 pence per share, which matches the subscription price revealed on June 23, 2025. After this issuance, Nick Tulloch will hold a total of 4,113,442 Ordinary Shares, equating to 3.57% of the company’s enlarged issued ordinary share capital.
Additional Equity Issuance
The company has also agreed to issue and allot 1,200,000 new Ordinary Shares as compensation for £24,000 in accrued fees owed to a professional advisor, facilitating the conservation of cash resources. These shares will be issued at a price of 2 pence each, consistent with the subscription price previously announced.
Admission Process
An application will be made for the admission of the 2,325,000 new Ordinary Shares to trading on the Aquis Stock Exchange AQSE Growth Market (“Admission”). The Admission is anticipated to occur around 8:00 am on July 9, 2025. The newly issued Ordinary Shares will rank equally with the existing shares.
Total Voting Rights
Following the Admission, the company’s total share capital will consist of 115,255,635 Ordinary Shares, each valued at 1 pence. Consequently, the overall voting rights in the company will amount to 115,255,635. This number will serve as a reference for shareholders to determine if they must disclose their interest in the company, or any changes to it, in accordance with the Financial Conduct Authority’s Disclosure Guidance and Transparency Rules.
CEO’s Statement
Nick Tulloch, Chief Executive Officer of Mendell Helium, remarked, “The recompletion work at the Rost well by M3 Helium is progressing as scheduled, with dewatering and production set for July 2025. As M3 Helium approaches a pivotal development phase, we are expediting our treasury management initiatives and are making significant headway in identifying an appropriate BTC custodian. Our aim is to finalize all relationships before production commences at Rost.” This announcement contains sensitive information under the UK Market Abuse Regulation, and the Directors of the Company are accountable for its release.
Engagement with Mendell Helium
Investors are encouraged to engage with the Mendell Helium management team through inquiries, video summaries, and by connecting with other shareholders.
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