Original News Release
Pulsar Helium arranges placement for up to $9.35M
Mr. Thomas Abraham-James reports
PULSAR HELIUM ANNOUNCES FUNDRAISE OF UP TO GBP 5 MILLION
Pulsar Helium Inc. intends to complete a private placement financing by way of an accelerated book build of a minimum of 13,043,478 common shares of the company at a price of 23 pence (approximately 43 cents) per common share (the issue price) to raise minimum gross proceeds of three million pounds sterling (approximately $5.61-million) and a maximum of 21,739,130 common shares at the issue price to raise maximum gross proceeds of five million pounds sterling (approximately $9.35-million).
The offering will be conducted by way of an accelerated book build process managed by OAK Securities as exclusive bookrunner. The book build will open immediately following this announcement. The timing of the closing of the book build and allocations are at the absolute discretion of OAK Securities and the company. It is currently envisaged that the result of book build will be announced by the company at approximately 7 a.m. (United Kingdom time) on Aug. 21, 2025.
Net proceeds received pursuant to the offering will be used to advance Pulsar's flagship Topaz helium project in Minnesota, United States, and for general working capital purposes. Specifically, upon closing of the offering, the company intends to sign a new contract for drilling of up to 10 new appraisal wells, to further define the size and shape of the helium-bearing reservoir. Other activities to be financed from the net proceeds of the offering within the coming 12 months include a preliminary economic assessment and resource update.
Closing of the offering (and associated admission to trading on Alternative Investment Market of the new common shares issued pursuant to the offering) is anticipated to occur on or about Aug. 29, 2025, subject to the satisfaction of certain conditions, including, but not limited to, the receipt of all necessary regulatory and other approvals.
The company has been informed by University Bancorp Inc., its approximate 5-per-cent shareholder and principal lender, that it intends to participate in the offering in order to maintain its equity interest.
Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 -- Prospectus Exemptions (NI 45-106), the common shares issuable under the offering will be offered for sale to purchasers resident in the U.K. and all of the provinces of Canada (except Quebec) pursuant to the listed issuer financing exemption under Part 5A.2 of NI 45-106. As such, the securities issued to subscribers will not be subject to resale restrictions in accordance with applicable Canadian securities laws.
There is an offering document dated Aug. 20, 2025, related to the offering and prepared pursuant to the CSA's listed issuer financing exemption that can be accessed under the company's profile at SEDAR+ and on the company's website. This offering document contains additional details regarding the offering, including additional details regarding the expected use of proceeds therefrom. Prospective investors in the offering should read this offering document before making an investment decision. The offering document does not contain an offer of transferable securities to the public in the United Kingdom within the meaning of Section 102B of the Financials Services and Markets Act 2000, as amended (FSMA) and is not required to be issued as a prospectus pursuant to Section 85 of FSMA. It has not been, nor will it be approved by, or filed with, the Financial Conduct Authority or any other authority which would be a competent authority for the purposes of the U.K. Prospectus Regulation.
Pulsar has appointed OAK Securities (a trading name of Merlin Partners LLP) to act as the company's exclusive bookrunner and placement agent in connection with the offering to U.K. residents pursuant to a placing agreement. OAK Securities will be paid an advisory fee of 20,000 pounds sterling, payable in cash and a cash fee in an amount equal to 6 per cent of the gross proceeds raised from U.K. resident investors introduced to the company by OAK Securities pursuant to the offering. The company will also issue common share purchase warrants to OAK Securities equal to 6.0 per cent of the number of common shares acquired by investors introduced to the company by OAK Securities pursuant to the offering, with such broker warrants being exercisable for 12 months from the date of issue at a price of 23 pence (approximately 43 cents). OAK Securities has the right to terminate the placing agreement where, at its sole discretion (but in consultation with the company), due to a change in market, economic or financial conditions, the offering is rendered temporarily or permanently impracticable or inadvisable.
The new common shares, when issued and fully paid, will rank pari passu in all respects with the existing common shares in issue and therefore will rank equally for all dividends or other distributions declared, made or paid after the issue of the new common shares.
Completion of the offering is subject to certain closing conditions including, but not limited to, the receipt of all necessary approvals including receipt of conditional approval from the TSX Venture Exchange.
About Pulsar Helium Inc.
Pulsar Helium is a publicly traded company quoted on the Alternative Investment Market of the London Stock Exchange and listed on the TSX Venture Exchange with the ticker PLSR, as well as on the OTCQB with the ticker PSRHF. Pulsar's portfolio consists of its flagship Topaz helium project in Minnesota, U.S., and the Tunu helium project in Greenland. Pulsar is the first mover in both locations with primary helium occurrences not associated with the production of hydrocarbons identified at each.
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