Publication of Bitcoin Treasury Management Policy and Equity Issuance
Mendell Helium has officially implemented a Bitcoin Treasury Management Policy (the “BTC Policy”), as announced on June 23, 2025. This policy aims to guide the company’s management of Bitcoin assets. The company has also issued 2,325,000 new ordinary shares at a price of 2 pence each, related to director compensation and accrued advisory fees. Additionally, as previously disclosed on June 27, 2024, the company holds an option to acquire M3 Helium, a helium production entity located in Kansas with interests in ten wells. However, it remains uncertain whether the company will proceed with this acquisition or if the expanded group will successfully complete its re-admission.
Key Elements of the BTC Policy
The BTC Policy permits the use of Bitcoin for managing treasury assets. M3 Helium is anticipating a significant growth in helium production in the near future. If the acquisition option is exercised, the Board plans to allocate up to 50% of the free cash flow generated from helium production to purchase Bitcoin as a long-term reserve asset. This strategy aims to strengthen the company’s financial stability by diversifying its holdings and decreasing reliance on conventional financial assets. Furthermore, the policy allows for up to 50% of any surplus cash the company holds to be directed toward Bitcoin purchases, taking future expenses and working capital into account. Should Bitcoin mining operations begin, all profits from mining will be channeled to the company’s digital currency custodians. The company will not engage in speculative or leveraged trading of Bitcoin or other cryptocurrencies and will avoid derivatives or leveraged products that diverge from its long-term asset holding strategy.
Custody and Security Measures
The company plans to appoint a regulated custodian, either registered with the Financial Conduct Authority (FCA) or regulated in its operational jurisdiction. The BTC Policy includes stringent security protocols, which mandate that assets be stored in multi-signature wallets that require approval from at least two Board members. Additionally, offline cold storage will be utilized to mitigate cyber threats.
Approved Investment Instruments
Currently, the only approved asset that the company may hold, apart from cash, under the BTC Policy is Bitcoin. Nevertheless, the Board has the authority to identify a selection of alternative mainstream cryptocurrencies, which could account for up to 15% of its treasury. These alternative assets must be capable of generating yield, such as Ethereum, with the generated income being reinvested into Bitcoin or other Board-sanctioned assets.
Governance and Control Framework
A treasury committee will be established, consisting of at least one non-executive director, the financial controller, and the CEO, to oversee the administration and compliance with the BTC Policy on a quarterly basis.
Accessibility of the BTC Policy
The BTC Policy is accessible on the company’s website. Mendell Helium, in collaboration with its digital asset advisors, has also initiated talks with potential Bitcoin custodians, expecting to finalize a preferred partner soon. The company is actively exploring opportunities for Bitcoin mining, leveraging uncommercial gas production, where helium can be extracted and sold as part of M3 Helium’s core business. The remaining gas will be utilized to power on-site generators for server operations. A major advantage of M3 Helium’s operations in Fort Dodge is the robust infrastructure of roads and communication networks in the vicinity.
New Share Issuance
In line with his share-based compensation plan announced on June 23, 2025, CEO Nick Tulloch will receive 1,125,000 new ordinary shares as settlement for £22,500 of his accrued remuneration from April 1, 2025, to June 30, 2025. These shares will be issued at a price of 2 pence each, matching the subscription price announced on the same date. After this issuance, Nick Tulloch will hold a total of 4,113,442 ordinary shares, representing 3.57% of the company’s enlarged share capital.
Additional Equity Issuance
The company has also agreed to issue 1,200,000 new ordinary shares as compensation for £24,000 in accrued fees owed to a professional advisor, aimed at conserving cash resources. Like the previous issuance, these shares will be offered at a price of 2 pence each.
Admission Process
An application will be submitted for the admission of 2,325,000 new ordinary shares to the Aquis Stock Exchange AQSE Growth Market, with expectations for admission around 8:00 AM on July 9, 2025. The new shares will rank equally with existing ordinary shares.
Total Voting Rights Post-Admission
After admission, the company’s total share capital will consist of 115,255,635 ordinary shares, each valued at 1 pence. This total will serve as the basis for shareholders to determine whether they need to report any changes to their interests in the company, in accordance with the Financial Conduct Authority’s Disclosure Guidance and Transparency Rules.
CEO’s Statement
Nick Tulloch, CEO of Mendell Helium, remarked that the recompletion work at the Rost well is progressing as planned, with dewatering and production expected to commence in July 2025. With M3 Helium preparing to enter a new development phase, the company has expedited its treasury management strategies and is nearing the selection of an appropriate Bitcoin custodian. The goal is to establish all necessary relationships prior to the start of production at Rost.
Regulatory Note
This announcement contains inside information as defined by the UK Market Abuse Regulation, and it is the responsibility of the company’s Directors to release this information.
