Pulsar signs term sheet for Minnesota mineral rights

Executive Summary

• Pulsar Helium Inc. has signed a non-binding term sheet to acquire up to 100% of Quantum Hydrogen Inc. (a wholly owned subsidiary of Oscillate PLC) in an all-share transaction.
• The acquisition targets 59,100 gross acres of exclusive mineral rights for non-hydrocarbon gases in Minnesota, located west of Pulsar's flagship Topaz project, representing an approximate 1,000% increase in the company's Minnesota acreage.
• The transaction is structured as a 80% initial acquisition for $400,000 USD in Pulsar common shares, with an option to acquire the remaining 20% for an additional $400,000 USD within 18 months.

Key Details

• Transaction Structure: Non-binding term sheet to acquire 80% of Quantum Hydrogen Inc. from Oscillate PLC, with a right to acquire the remaining 20% within 18 months.
• Consideration: All-share transaction with no cash component.
  • Initial 80% stake: $400,000 USD in Pulsar common shares, issued in five equal monthly tranches of $80,000 USD each over five months.
  • Remaining 20% option: $400,000 USD in Pulsar common shares, exercisable within 18 months.
• Share Pricing Mechanism: The number of shares per tranche is determined by the 30-day volume-weighted average price (VWAP) of Pulsar’s shares prior to each issuance, subject to TSX Venture Exchange minimum price rules.
• Assets Acquired: Exclusive mineral rights for non-hydrocarbon gases on 59,100 gross acres in St. Louis and Itasca counties, Minnesota.
• Strategic Rationale:
  • Expands helium exploration footprint by ~1,000%.
  • Acreage is proximal to the Topaz project and shares geological traits (non-hydrocarbon-bearing sedimentary basin overlying Archean crystalline basement).
  • Allows application of Pulsar’s subsurface knowledge to conventional gas reservoirs where helium migrates from basement granites into overlying sedimentary reservoirs.
  • Intended as a low-cost, long-term addition for future exploration, preserving cash for Topaz production.
• Regulatory and Governance:
  • 120-day exclusivity period for due diligence and definitive agreement execution.
  • Securities subject to a four-month-and-one-day hold period (TSX-V requirement).
  • Conditions include due diligence, definitive documentation, TSX-V acceptance, and shareholder consents.
  • Neil Herbert, a Pulsar director and minority shareholder of Oscillate, abstained from deliberations and voting.
• Target Company Status: Quantum is an early-stage exploration company with no current revenue, no reserves, and no defined helium or hydrogen resources.
• Topaz Project Context (Background):
  • Jetstream No. 1 appraisal well reached TD of 5,100 feet (1,555 meters) in January 2025.
  • Previous testing in February 2024 identified helium concentrations up to 14.5%.
  • August 2025 flow test delivered peak gas flow of ~1.3 million cubic feet per day of dry, helium-rich gas.
  • Multiwell drilling campaign scheduled to commence in late September 2025.

Notable Quotes

• "The proposed transaction is a fortuitous opportunity to obtain additional non-hydrocarbon gas leases in Minnesota, complementing Pulsar's existing portfolio. The assets will expand our helium exploration footprint in Minnesota by approximately 1,000 per cent, providing us with additional acreage nearby to our flagship Topaz project, with similar geology that could potentially host helium accumulations." — Thomas Abraham-James, President and CEO
• "It is an exciting time for the company, with the recently announced testing results for Jetstream No. 1, the recently completed financing and the expansion of our acreage in Minnesota. This all-share transaction would allow us to preserve our cash for advancing Topaz, realizing its production potential, while simultaneously exploring the new but geologically familiar acreage for potential additional helium opportunities." — Thomas Abraham-James, President and CEO