Mendell Helium PLC - Bitcoin Treasury Policy & Issue of Equity
Announcement provided by
Mendell Helium plc · MDH03/07/2025 07:00

Mendell Helium plc
("Mendell Helium" or the "Company")
Publication of Bitcoin Treasury Management Policy
Issue of Equity, Total Voting Rights & PDMR dealing
Mendell Helium announces that further to its announcement on 23 June 2025, the Company has now formally adopted a new Bitcoin Treasury Management Policy (the "BTC Policy"). A summary of the key terms of the BTC Policy is outlined below. The Company also announces it has issued 2,325,000 new ordinary shares ("Ordinary Shares") at a price of
As announced on 27 June 2024, the Company has an option (the "Option") to acquire M3 Helium, a producer of helium which is based in
Key terms of the BTC Policy
Use of bitcoin for treasury management purposes
As previously announced, M3 Helium anticipates a considerable increase in production of helium over the coming months. Subject to the exercise of the Option, the Board intends to invest up to 50% of free cash flows from helium production to acquire bitcoin ("BTC") as a long-term treasury reserve asset to enhance the Company's long-term financial resilience through diversification and reduced reliance on traditional financial assets. The BTC Policy also provides that up to 50% of surplus cash held by the Company may be used for BTC purchases, taking account of forthcoming expenditure and working capital requirements. If BTC mining operations commence, all net proceeds from mining will be directed to the Company's digital currency custodian(s). No speculative or leveraged trading of BTC or other digital currencies is permitted and the Company will not engage in derivatives or leveraged products that deviate from the goal of long-term asset holding.
Custody and security
The Company will appoint a regulated custodian which is either FCA-registered or regulated in its country of operation and the BTC Policy prescribes a series of security protocols including mandatory storage in multi-signature wallets requiring at least two Board-approved signatories and the use of offline cold storage to minimise cyber risks.
Approved investment instruments
As at the date of adoption of the BTC Policy, the only approved instrument, investment or asset which the Company may hold, other than cash, is BTC. However, the BTC Policy does give the Board discretion to select a list of alternative mainstream crypto assets which may comprise up to 15% of its treasury provided that such assets are capable of generating a yield (for example, Ethereum) and that yield is then utilised to acquire additional BTC or other Board approved alternative assets.
Supervision, responsibilities and control framework
The Company will appoint a treasury committee, comprising at least one non-executive director, the financial controller and the chief executive officer, who will be responsible for administering and reviewing adherence to the BTC Policy on a quarterly basis.
Availability of the BTC Policy
The BTC Policy is available on the Company's website: https://mendellhelium.com. Mendell Helium, in conjunction with its digital assets advisers, has also commenced discussions with prospective BTC custodians and expects to select a preferred partner this week following which it will begin the on-boarding process.
The Company also continues to examine suitable opportunities for BTC mining utilising uncommercial gas production where the helium content can be stripped out and sold within M3 Helium's primary business plan with the residual gas being used to power onsite generators for servers. As previously announced, a significant advantage around M3 Helium's existing operations in
New Share Issues
Mendell Helium also announces that, in accordance with his share-based remuneration arrangements announced on 23 June 2025, Nick Tulloch, CEO, will receive 1,125,000 new Ordinary Shares, as payment in lieu of
Following this issuance, the total number of Ordinary Shares that will be held following Admission (as defined below) by Nick Tulloch, as a Person Discharging Managerial Responsibility ("PDMRs") of the Company, 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 |
1,125,000 |
4,113,4421 |
3.57% |
1Including shares held by his spouse and Fetlar Capital, a company controlled by Nick and his spouse.
Additional Issue of Equity
The Company has agreed to issue and allot 1,200,000 new Ordinary Shares as payment in lieu of
Admission
Application will be made for the 2,325,000 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 9 July 2025. The new Ordinary Shares will rank pari passu with the existing Ordinary Shares.
Total Voting Rights
Following Admission, the Company's enlarged share capital will comprise 115,255,635 Ordinary Shares of
Nick Tulloch, Chief Executive Officer of Mendell Helium, said: "M3 Helium's recompletion work at the Rost well remains on track with dewatering and production targeted in July 2025. With M3 Helium therefore poised to enter a new phase of its development, we have accelerated progress on our treasury management plans and we are now well advanced on identifying a suitable BTC custodian for our purposes. Our objective is to have all relationships in place ahead of production commencing at Rost."
This announcement contains inside information for the purposes of the
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
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Mendell Helium plc Nick Tulloch, CEO
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Via our website investors@mendellhelium.com |
Cairn Financial Advisers LLP (AQSE Corporate Adviser) Ludovico Lazzaretti / Liam Murray
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Tel: +44 (0) 20 7213 0880 |
SI Capital Limited (Broker) Nick Emerson |
Tel: +44 (0) 1483 413500 |
Stanford Capital Partners Ltd (Broker) Patrick Claridge/Bob Pountney
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Tel: +44 (0) 203 3650 3650/51
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Fortified Securities Guy Wheatley
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Tel: +44 (0) 203 4117773
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Brand Communications (Public & Investor Relations) Alan Green
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Tel: +44 (0) 7976 431608
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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 ten wells in South-Western Kansas of which five (Peyton, Smith, Nilson, Bearman and Demmit) are in production. Eight of the company's wells are within the
The ninth well, Rost, is in
The tenth well, Brobee, is a disposal well that has been tested at over 4,500 barrels of water per day at 640 psi.
Important Notices
Mendell Helium plc (the "Company") intends in the future to hold treasury reserves and surplus cash 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 remains aware that the financial regulator in the
The Company is neither authorised nor regulated by the FCA and cryptocurrencies (such as bitcoin) are unregulated in the
Nevertheless, the Board of Directors of the Company has taken the decision to invest in bitcoin, and in doing so is mindful of the special risks bitcoin may in the future present to the Company's financial position. These risks include (but are not limited to): (i) the value of bitcoin can be highly volatile, with value dropping as quickly as it can rise. Investors in bitcoin must be prepared to lose all money invested in bitcoin; (ii) the bitcoin market is largely unregulated. There is a risk of losing money due to risks such as cyber-attacks, financial crime and counterparty failure; (iii) the Company may not be able to sell bitcoin at will. The ability to sell bitcoin depends on various factors, including the supply and demand in the market at the relevant time. Operational failings such as technology outages, cyber-attacks and comingling of funds could cause unwanted delay; and (iv) crypto assets are characterised in some quarters by high degrees of fraud, money laundering and financial crime. In addition, there is a perception in some quarters that cyber-attacks are prominent which can lead to theft of holdings or ransom demands. The Board of Directors of the Company does not subscribe to such a negative view, especially in relation to bitcoin. However, 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
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a) |
Name
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Nick Tulloch |
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2 |
Reason for the notification
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a) |
Position/Status
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Chief Executive Officer |
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b) |
Initial notification/ Amendment
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Initial |
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3 |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
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a) |
Name
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Mendell Helium plc |
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b) |
LEI
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213800XIUQ3AHRZ6UF89 |
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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
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a) |
Description of the financial instrument, type of instrument
Identification code
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Ordinary shares of
GB00BLD3FF28
|
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b) |
Nature of the transaction |
Issue of shares pursuant to director remuneration
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c) |
Price(s) and volume(s)
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|
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d) |
Aggregated information
- Aggregated volume
- Price
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N/A
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e) |
Date of transaction
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2 July 2025 |
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f) |
Place of transaction
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AQSE |
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