Pulsar signs term sheet to acquire Hybrid Hydrogen

Executive Summary

• Pulsar Helium Inc. has signed a non-binding term sheet to acquire 100% of Hybrid Hydrogen Inc., marking its first entry into Michigan's Upper Peninsula.
• The transaction is an all-share deal valued at $80,000 (U.S.), structured to preserve cash for the company's flagship Topaz project in Minnesota.
• The acquisition targets approximately 6,742 acres of mineral rights for non-hydrocarbon gases, leveraging Pulsar's existing expertise in helium exploration from geologically similar regions.

Key Details

• Transaction Structure: Non-binding term sheet for an all-share acquisition of 100% of Hybrid Hydrogen Inc.
• Consideration: Total value of $80,000 (U.S.) payable entirely in new Pulsar common shares.
• Share Pricing Mechanism: Final number of shares to be determined prior to closing based on a mutually agreed pricing mechanism (e.g., recent volume-weighted average price).
• Lock-up Period: All shares issued as consideration are subject to a statutory hold period of four months and one day, per TSX Venture Exchange requirements.
• Target Assets: Exclusive mineral rights for non-hydrocarbon gases covering approximately 6,742 acres in Michigan's Upper Peninsula.
• Strategic Rationale: The Michigan lease area is situated in an ancient sedimentary basin with crystalline basement rocks analogous to Pulsar's Topaz helium project in Minnesota, allowing for the application of existing technical expertise in identifying helium migration pathways and traps.
• Due Diligence & Exclusivity: The term sheet includes a 60-day exclusivity period for a fee of $20,000 (U.S.) to finalize definitive documentation and complete due diligence.
• Conditions Precedent: Completion is subject to negotiation of a definitive acquisition agreement, satisfactory due diligence, and receipt of regulatory and shareholder approvals (including TSX-V acceptance).
• Target Status: Hybrid is an early-stage exploration company with no current revenue and no proven reserves or defined helium resources.
• Conflict of Interest: Neil Herbert, a director of Pulsar, is a minority shareholder of Hybrid and abstained from deliberations and voting on the transaction.
• Material Impact: The acquisition is not expected to have a material near-term impact, though it offers potential long-term upside.

Notable Quotes

• "This proposed transaction provides an exciting opportunity to expand Pulsar's portfolio into Michigan's Upper Peninsula, complementing our existing assets and applying our Topaz project expertise to a new prospective region. The potential expansion comes at a pivotal time for Pulsar as we build momentum at Topaz and execute a clear growth vision. An all-share deal allows us to broaden our exploration portfolio while preserving cash for advancing Topaz towards production. In short, this proposed transaction aligns perfectly with our strategy of disciplined, high-impact growth in the helium sector." — Thomas Abraham-James, President and CEO