Proposed Fundraise to Accelerate Production Pathway
Key facts
- $20M PP
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR TO BE TRANSMITTED, DISTRIBUTED TO, OR SENT BY, ANY NATIONAL OR RESIDENT OR CITIZEN OF ANY SUCH COUNTRIES OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION MAY CONTRAVENE LOCAL SECURITIES LAWS OR REGULATIONS. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES OF THE COMPANY IN ANY JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014 AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED BY VIRTUE OF THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, SUCH INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN. CASCAIS, Portugal, July 07, 2026 (GLOBE NEWSWIRE) -- Pulsar Helium Inc. (AIM: PLSR, TSXV: PLSR, OTCQB: PSRHF) (" Pulsar " or the " Company "), today announces its intention to raise gross proceeds of approximately US$20.0 million (equivalent to approximately £14.9 million / CAD$28.4 million) by way of a placing and subscription.
In addition, the Company will conduct a separate retail offer to raise up to US$1.5 million (equivalent to approximately £1.1 million / CAD$2.1 million (all together the “ Fundraise ”)). The Fundraise will be conducted principally in the United Kingdom via the issue of new common shares in the Company (" Common Shares ") at a fixed price of 75 pence (equivalent to approximately CAD$1.43) per common share in the Company (the “ Issue Price ”) and consists of: a non-pre-emptive placing (the " Placing ") of new Common Shares to institutional investors at the Issue Price (the " Placing Shares "); a direct subscription (the “ Subscription ”) of new Common Shares (the “ Subscription Shares ”) at the Issue Price pursuant to a subscription agreement dated 7 July 2026 entered into between the Company and the subscriber (the “ Subscriber ”); and a non-pre-emptive retail offer through Retail Book Limited (" RetailBook ") for new Common Shares at the Issue Price (the " Retail Offer Shares " and, together with the Placing Shares and the Subscription Shares the " Offer Shares ") (the " Retail Offer "). As part of the Fundraise, University Bancorp Inc. (" University Bancorp "), a company of which Stephen Ranzini, a Director of the Company, is a director, President and CEO, intends to subscribe for such number of new Common Shares to approximately maintain its 4.99% interest in the Company.
Thomas Abraham-James, CEO of Pulsar, commented : "This proposed fundraise is intended to accelerate Pulsar’s transition from discovery and appraisal towards production planning at Topaz. Recent drilling has increased our confidence in the project, and we believe the current helium market backdrop supports the preparation of additional wells, the securing of long-lead items and the advancement of infrastructure required for first production. "In parallel, we believe the Company`s recently announced reservation of a helium liquefaction plant has the potential to strengthen our route-to-market strategy, support future Topaz production, and create the opportunity for earlier revenue from third-party gas processing while we continue to advance permitting and development activities.” The Company currently has no gas processing customers and no third-party gas processing agreements are in place.
Details of the Fundraise The Placing will be conducted through an accelerated bookbuild which will be launched immediately following this announcement (the " Announcement ") and will be made available to new and existing eligible institutional investors (the " Bookbuild "). The final number of Placing Shares issued will be determined following the close of the Bookbuild. The Company and the Sole Bookrunner reserve the right to adjust the gross proceeds to be raised under the Placing.
The Placing is subject to the Terms and Conditions set out in the Appendix to this Announcement. Canaccord Genuity Limited (" Canaccord ") in London, UK, is acting as sole bookrunner (the " Sole Bookrunner ") in connection with the Placing (but not the Subscription, Retail Offer or any arrangements related thereto). The Subscription Shares will be subscribed for on the terms of the Subscription Agreement, rather than pursuant to the terms and conditions of the Placing.
No part of the Fundraise is being underwritten. In addition to the Placing and the Subscription, retail investors in the United Kingdom will be given an opportunity to participate by subscribing for Retail Offer Shares at the Issue Price on the RetailBook platform. The Placing and Subscription are not conditional upon the Retail Offer but the Placing is conditional on non-termination of the Subscription.
The Retail Offer, which is conditional on the Placing and Subscription will close on completion of the Bookbuild process. For the avoidance of doubt, the Retail Offer is not part of the Placing or Subscription and is the sole responsibility of the Company. Background to and Rationale for the Fundraise With the recent supply disruption in the Gulf region, Pulsar is evaluating strategic options to accelerate its pathway to earlier cash flow and first helium production.
It is the view of the Company that the helium supply crisis is driven by constrained supply sources and growing demand across high‑technology and industrial end markets. Advancement of development activities Recent drilling at the Topaz Project has increased confidence in the scale and quality of the resource and supports a shift towards the Company adopting a more production-focused development strategy. Given the helium market backdrop, the Company is seeking to advance production development activities at pace through additional drilling and the purchase of long lead production items.
To further strengthen the resource base in the run-up to production, the Company is targeting the preparation and drilling of an additional six wells at Topaz for Q4 2026 – Q1 2027. Such wells are to complement the two wells that have already been drilled​, being Jetstream #1 and Jetstream #2, with first helium production targeted for Q4 2027. Liquefication plant to enhance route-to-market strategy In parallel, as detailed in the Company’s announcement of 30 June 2026 (and subject to entering into a definitive purchase agreement and receipt of TSX Venture Exchange approval), the Company’s wholly owned subsidiary, Keewaydin Resources Inc., has entered into a binding Letter Agreement (“ Letter Agreement ”) and Legal Notice to Proceed (“ LNTP ”) with an arm’s length third party vendor for the reservation of a helium liquefaction plant and related equipment package for potential deployment in Minnesota (the “ Plant ”) which would allow Pulsar to control a critical component of the helium value chain.
The vendor is an established U.S.-based industrial gas equipment company with a substantial operating history and significant experience in the design, fabrication and delivery of cryogenic and gas processing systems. The vendor has previously delivered equipment for large-scale industrial gas and liquefaction applications and has the engineering, manufacturing and technical support capability required for a project of this nature. Pulsar believes the vendor's experience and U.S. presence are important advantages as the Company advances the proposed fabrication installation and commissioning of the plant in Minnesota.
The Letter Agreement represents a milestone in Pulsar's plan to advance its flagship Topaz Project from discovery and appraisal into production, processing and liquefaction. The equipment package includes helium purification and liquefaction equipment, carbon dioxide capture equipment, compression, storage, controls, documentation, spares and related services, with the final scope to be agreed in the definitive purchase agreement to be negotiated between the parties (the " Definitive Agreement "). The current indicative aggregate product price for the equipment package is approximately US$78.7 million, subject to final confirmation, agreed scope, taxes, duties, shipping, commissioning and other adjustments to be agreed in the Definitive Agreement to be negotiated between the parties.
Under the LNTP, Pulsar will make an initial reservation payment of US$250,000, with a further US$750,000 milestone payment contemplated 90 days after execution, subject to the terms of the Definitive Agreement. The Company expects that the plant acquisition will accelerate the Company's route to first helium production. The Company believes that the combination of an accelerated plant schedule, near-term deployment potential, third-party processing revenue opportunities and future Topaz feed gas should facilitate financing discussions, including equipment finance, project finance and other strategic funding alternatives, subject to final diligence and market conditions.
As noted above, the Company currently has no gas processing customers and no third-party gas processing agreements are place. The proposed plant configuration is to include CO₂ capture capacity of approximately 300 tonnes per day, equivalent to approximately 109,500 tonnes per year on a 365-day operating basis, and helium liquefaction capacity of approximately 940 litres per hour of liquid helium. This equates to approximately 22,560 litres per day or approximately 8.2 million litres per year of liquid helium, before allowing for uptime, feed gas availability, commissioning, maintenance and other operating conditions.
On a gaseous helium equivalent basis, the helium liquefaction capacity represents approximately 0.6 million cubic feet per day or approximately 219 million cubic feet per year. The Company anticipates that the plant could initially generate revenues from third-party gas processing opportunities, while also providing Pulsar with the infrastructure required to process Topaz feed gas once Minnesota's regulatory framework and required permits are in place and Topaz production wells are brought online. The Company believes these features may support funding on more favorable terms than would likely be available for a longer-dated processing solution, although there can be no assurance that financing will be secured on acceptable terms or at all and no assurance that the Company will successfully negotiate third-party gas processing agreements.
Intended Use of Proceeds The gross proceeds of the Placing and the Subscription are principally intended to fund (i) the drilling of 6 wells at Topaz (complementing the two existing wells already drilling in Jetstream #1 and Jetstream #2); (ii) the purchase of long lead items necessary for production; and (iii) land permitting and technical reports. A detailed breakdown of the intended use of proceeds is below. The Company expect that any additional proceeds above $20 million, including proceeds from the Retail Offer, will be applied towards Topaz Project contingency and corporate working capital.
Details of the Placing Canaccord will commence the Bookbuild in respect of the Placing with immediate effect. The Placing is subject to the terms and conditions set out in appendix 1 to this Announcement (the " Appendix 1 "). The final number of Placing Shares to be issued will be determined following the close of the Bookbuild.
The Placing Shares will, when issued, be credited as fully paid and rank  pari passu  in all respects with the existing issued Common Shares of the Company. It is envisaged that the Bookbuild will close no later than 7:00 p.m. (London Time) on 7 July 2026 but the timing of the closing of the Bookbuild and allocations are at the absolute discretion of the Sole Bookrunner and the Company. The results of the Placing will be announced as soon as practicable following the close of the Bookbuild. Appendix 1 to this announcement (which forms part of this announcement) sets out further information relating to the Bookbuild and the terms and conditions of the Placing.
The Fundraise will be conducted pursuant to Pulsar's Canadian base shelf prospectus dated February 11, 2026 (the " Base Shelf Prospectus "), a copy of which is available on the Company's profile on SEDAR+ at  www.sedarplus.ca . A prospectus supplement (the " Prospectus Supplement ") relating to the Fundraise will be filed on SEDAR+ later today. As the Prospectus Supplement and the Base Shelf Prospectus qualify the distribution of the Offer Shares sold pursuant to the Fundraise, the Offer Shares will not be subject to any resale restrictions in Canada. Such documents are not prospectuses for the purposes of the FCA's Prospectus Rules: Admission to Trading on a Regulated Market sourcebook.
Closing of the Fundraise is subject to certain closing conditions including, but not limited to, the receipt of all necessary approvals including receipt of conditional approval from the TSXV. In consideration of the services rendered by Canaccord in connection with the Placing, the Company has agreed to pay, subject to and conditional on admission, Canaccord: (i) a cash fee equal to 6% of the total gross proceeds of the Placing raised from investors introduced by Canaccord (plus VAT, if applicable); and (ii) a cash fee equal to 2% of the total gross proceeds of the Placing raised from cornerstone investors introduced by the Company and the Subscription (plus VAT, if applicable). In addition, in connection with the proceeds of the Placing raised from cornerstone investors introduced by the Company, the Company has agreed to pay an additional finder’s fee in cash equal to 2% of the total gross proceeds raised from such investors under the Placing to a third-party arm’s length finder.
In consideration of the services rendered by Retail Book in connection with the Retail Offer, a cash fee equal to 6% of the gross proceeds of the Retail Offer subject to a minimum of £20,000. Admission and Settlement Application will be made for the Offer Shares to be admitted to trading on AIM (" Admission ") and the TSX-V. It is expected that Admission of the Offer Shares will take place at or around 8:00 a.m. (London time) on 13 July 2026 (or such later date as may be agreed between the Company and Canaccord, being not later than 31 July 2026).
The Placing is conditional upon,  inter alia , Admission becoming effective and receipt of conditional approval from the TSX-V. The Placing is also conditional upon the completion of the Subscription and the Placing Agreement not being terminated in accordance with its terms. On behalf of Pulsar Helium Inc. “Thomas Abraham-James” CEO and Director Further Information: Pulsar Helium Inc. connect@pulsarhelium.com + 1 (218) 203-5301 (USA/Canada) +44 (0) 2033 55 9889 (United Kingdom) https://pulsarhelium.com https://ca.linkedin.com/company/pulsar-helium-inc .
Canaccord Genuity Limited (Sole Bookrunner) James Asensio / Henry Fitzgerald-O'Connor / Rory Blundell / Charlie Hammond (Investment Banking) Sam Lucas / Darren Furby (Equity Capital Markets) +44 (0) 207 523 8000 Strand Hanson Limited (Nominated & Financial Adviser, and Broker) Ritchie Balmer / Rob Patrick +44 (0) 207 409 3494 Yellow Jersey PR Limited (Financial PR) Charles Goodwin / Annabelle Wills +44 777 5194 357 pulsarhelium@yellowjerseypr.com This announcement is not for publication or distribution in or into the United States of America. This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration.
No public offering of securities is being made in the United States. About Pulsar Helium Pulsar is a primary helium company advancing its flagship Topaz Project in northeastern Minnesota and is home to one of North America's highest-grade primary helium discoveries and includes a verified source of helium-3. Pulsar is committed to responsibly developing strategic helium resources that support innovation, economic growth and long-term supply security in the United States.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. Advisories Certain information contained in this Announcement would have been deemed inside information as stipulated under the UK version of the EU Market Abuse Regulation (2014/596) which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended and supplemented from time to time, until the release of this Announcement. Exchange Rate For reference purposes in this Announcement, one United States dollar has been converted into one British pound at a rate of 1.00 to £0.7469.
One Canadian dollar has been converted into one British pound at a rate of 1.00 to £0.5257. FORWARD-LOOKING STATEMENTS This news release contains forward-looking information within the meaning of Canadian securities legislation (collectively, "forward-looking statements") that relate to the Company's current expectations and views of future events. Any statements that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions or future events or performance (often, but not always, through the use of words or phrases such as "will likely result", "are expected to", "expects", "will continue", "is anticipated", "anticipates", "believes", "estimated", "intends", "plans", "forecast", "projection", "strategy", "objective" and "outlook") are not historical facts and may be forward-looking statements.
Forward-looking statements herein include, but are not limited to, statements relating to the expected dates of closing of the Bookbuild and of Admission and the expected use of net proceeds from the Fundraise; the anticipated timing for preparing and drilling six wells at Topaz; the anticipated impact of the acquisition of the plant pursuant to the Letter Agreement, including such acquisition being a milestone in Pulsar’s plan to advance its flagship Topaz helium project from discovery and appraisal into production, processing and liquefaction; the facility providing a strategically important domestic source of liquid helium, with potential future production from Topaz supplemented by gas processing revenues from third-party gas streams, which features could support funding on more favorable terms than would likely be available for a longer-dated new-build processing solution; advancing the Topaz Project towards first production; the expected results of the new Minnesota helium legislation; the expectation that the results of the 2D seismic survey and airborne gravity gradiometry will enhance the Company's understanding of the reservoir system and inform well targeting for the forthcoming drill program; the increased confidence in the scale and quality of the Topaz Project and the results of operations.  Forward-looking statements may involve estimates and are based upon assumptions made by management of the Company, including, but not limited to, the Company's capital cost estimates, management's expectations regarding the availability of capital to fund the Company's future capital and operating requirements; the ability to obtain all requisite regulatory approvals; and that the State of Minnesota will complete the requisite rulemaking, environmental review, permitting requirements and implementation steps to allow for commercial production. No reserves have been assigned in connection with the Company's property interests to date, given their early stage of development. The future value of the Company is therefore dependent on the success or otherwise of its activities, which are principally directed toward the future exploration, appraisal and development of its assets, and potential acquisition of property interests in the future.
Un-risked Contingent and Prospective Helium Volumes have been defined at the Topaz Project. However, estimating helium volumes is subject to significant uncertainties associated with technical data and the interpretation of that data, future commodity prices, and development and operating costs. There can be no guarantee that the Company will successfully convert its helium volume to reserves and produce that estimated volume.
Estimates may alter significantly or become more uncertain when new information becomes available due to for example, additional drilling or production tests over the life of field. As estimates change, development and production plans may also vary. Downward revision of helium volume estimates may adversely affect the Company's operational or financial performance.
Helium volume estimates are expressions of judgement based on knowledge, experience and industry practice. These estimates are imprecise and depend to some extent on interpretations, which may ultimately prove to be inaccurate and require adjustment or, even if valid when originally calculated, may alter significantly when new information or techniques become available. As further information becomes available through additional drilling and analysis the estimates are likely to change.
Any adjustments to volume could affect the Company's exploration and development plans which may, in turn, affect the Company's performance. The process of estimating helium resources is complex and requires significant decisions and assumptions to be made in evaluating the reliability of available geological, geophysical, engineering, and economic data for each property. Different engineers may make different estimates of resources, cash flows, or other variables based on the same available data.
Forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond the Company's control, which could cause actual results and events to differ materially from those that are disclosed in or implied by such forward-looking statements. Such risks and uncertainties include, but are not limited to, that Pulsar may be unsuccessful in drilling commercially productive wells; that Pulsar may be unsuccessful at negotiating the Definitive Agreement with the vendor; the risk that the equipment to be acquired pursuant to the Letter Agreement may not perform as anticipated or at all; the risk that Pulsar may be unsuccessful at negotiating third-party gas processing agreements; the uncertainty of resource estimation; operational risks in conducting exploration, including that drill costs may be higher than estimates; commodity prices; health, safety and environmental factors; the risk that the requisite state rulemaking, environmental review, permitting and implementation steps will not be completed; and other factors set forth above as well as risk factors included in the Company’s Annual Information Form dated February 3, 2026, for the year ended September 30, 2025, found under the Company’s profile on www.sedarplus.ca .  Forward-looking statements contained in this news release are as of the date of this news release, and the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law. New factors emerge from time to time, and it is not possible for the Company to predict all of them or assess the impact of each such factor or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement.
No assurance can be given that the forward-looking statements herein will prove to be correct and, accordingly, investors should not place undue reliance on forward-looking statements. Any forward-looking statements contained in this news release are expressly qualified in their entirety by this cautionary statement. IMPORTANT NOTICES Save for the Prospectus Supplement, no prospectus or admission document has been or will be filed, published or made available in connection with the matters described in this Announcement.
Members of the public are not eligible to take part in the Placing. In any EEA Member State, this Announcement is only addressed to and directed at persons in such member states who are qualified investors within the meaning of Article 2(e) of the Prospectus Regulation (EU) 2017/1129 (as amended) (the " EU Prospectus Regulation ") including any implementing measure in any member state (" Qualified Investors "). In addition, in the United Kingdom, this Announcement is addressed and directed only at persons who are qualified investors within the meaning of paragraph 15 of Schedule 1 of the Public Offers and Admissions to Trading Regulations 2024 ( "POATR" ) and who (i) are persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the " Order "), (ii) are persons who are high net worth entities falling within Article 49(2)(a) to (d) of the Order, and (iii) to persons to whom it may otherwise be lawful to communicate it to (all such persons being referred to as " Relevant Persons ").
Any investment or investment activity to which this Announcement relates is available only to Relevant Persons and will be engaged in only with such persons. Other persons should not rely or act upon this Announcement or any of its contents. This Announcement must not be acted on or relied on by persons who are not Relevant Persons.
Persons distributing this Announcement must satisfy themselves that it is lawful to do so. Any investment or investment activity to which this Announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. This Announcement does not itself constitute an offer for sale or subscription of any securities in the Company.
All offers of the Placing Shares in the EEA and the United Kingdom will be made pursuant to an exemption under the EU Prospectus Regulation and POATR (respectively) from the requirement to produce a prospectus. In the United Kingdom, this Announcement is being directed solely at persons in circumstances in which section 21(1) of the Financial Services and Markets Act 2000 (as amended) (" FSMA ") does not require the approval of the Announcement by an authorised person. Neither this Announcement nor any copy of it may be taken or transmitted, published or distributed, directly or indirectly, in whole or in part, in, into or from Australia, Japan or the Republic of South Africa or transmitted, distributed to, or sent by, any national or resident or citizen of any such countries or any other jurisdiction where to do so would constitute a violation of the relevant securities laws of such jurisdiction (each a " Restricted Jurisdiction ").
Any failure to comply with this restriction may constitute a violation of United States, Australian, Japanese or South African securities laws. This Announcement does not constitute, or form part of, any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any shares or other securities in any Restricted Jurisdiction or in Canada, The Fundraise and the distribution of this Announcement and other information in connection with the Fundraise and Admission in certain jurisdictions may be restricted by law and persons into whose possession this Announcement and any document or other information referred to herein comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
No offer or sale of any securities is being made in Canada under this Announcement. The Placing Shares, the Retail Offer Shares and the Subscription Shares are not being offered or sold in any of the provinces or territories of Canada. The information contained in this Announcement is for background purposes only and does not purport to be full or complete.
No reliance may or should be placed for any purposes whatsoever on the information contained in this Announcement or its accuracy, completeness or fairness. The information in this Announcement is subject to change. However, the Company does not undertake to provide the recipient of this Announcement with any additional information, or to update this Announcement or to correct any inaccuracies, and the distribution of this Announcement shall not be deemed to be any form of commitment on the part of the Company to proceed with the Placing or the Retail Offer or any transaction or arrangement referred to in this Announcement.
For the purposes of UK MAR and Article 2 of the binding technical standards published by the Financial Conduct Authority in relation to MAR as regards Commission Implementing Regulation (EU) 2016/1055, the person responsible for the release of this Announcement is Thomas Abraham-James. Canaccord Genuity Limited (" Canaccord ") which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting as Sole Bookrunner for Pulsar and for no-one else in connection with the subject matter of this Announcement (but not the Subscription, Retail Offer or any arrangements related thereto), and will not be responsible to anyone other than Pulsar for providing the protections afforded to clients of Canaccord, or for providing advice in relation to any matter referred to herein. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Canaccord or by any of their respective affiliates or agents as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.
Canaccord, nor any of their subsidiaries or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Canaccord (as the case may be) in connection with this Announcement, any statement contained herein or otherwise. No statement in this Announcement is intended to be a profit forecast or estimate, and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company. The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares.
Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser. The Offer Shares to be issued pursuant to the Fundraise will not be admitted to trading on any stock exchange other than on AIM and the TSX-V. Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.
Information to Distributors - UK Product Governance Requirements Solely for the purposes of the product governance requirements contained within chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the  UK Product Governance Requirements ) and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the securities the subject of the Fundraise have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in chapter 3 of the FCA Handbook Conduct of Business Sourcebook ( COBS ); and (ii) eligible for distribution through all permitted distribution channels (the  UK Target Market Assessment ). Notwithstanding the UK Target Market Assessment, distributors should note that: the price of the securities the subject of the Fundraise may decline and investors could lose all or part of their investment; the securities offer no guaranteed income and no capital protection; and an investment in the securities is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The UK Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Fundraise.
Furthermore, it is noted that, notwithstanding the UK Target Market Assessment, Canaccord will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the UK Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of chapters 9A or 10A respectively of the COBS; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the securities the subject of the Fundraise. Each distributor is responsible for undertaking its own target market assessment in respect of the securities and determining appropriate distribution channels.
Information to Distributors - EU Product Governance Requirements Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ( MiFID II ); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the  MiFID II Product Governance Requirements ), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the securities the subject of the Fundraise have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the  EU Target Market Assessment ). Notwithstanding the EU Target Market Assessment, Distributors should note that: the price of the securities the subject of the Fundraise may decline and investors could lose all or part of their investment; the securities offer no guaranteed income and no capital protection; and an investment in the securities is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The EU Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Fundraise.
Furthermore, it is noted that, notwithstanding the EU Target Market Assessment, Canaccord will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the EU Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the securities the subject of the Fundraise. Each distributor is responsible for undertaking its own target market assessment in respect of the securities and determining appropriate distribution channels.
APPENDIX 1 - TERMS AND CONDITIONS OF THE PLACING IMPORTANT INFORMATION ON THE UK PLACING FOR INVITED PLACEES ONLY. MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) (THE “ANNOUNCEMENT”) ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (“EEA”) WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE “PROSPECTUS REGULATION”); (B) PERSONS IN THE UNITED KINGDOM WHO ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF PARAGRAPH 15 OF SCHEDULE 1 OF THE PUBLIC OFFERS AND ADMISSIONS TO TRADING REGULATIONS 2024 (THE “POATR”), AND WHO ARE ALSO (I) "INVESTMENT PROFESSIONALS" SPECIFIED IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"); OR (II) PERSONS WHO FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER (AND ONLY WHERE THE CONDITIONS CONTAINED IN THOSE ARTICLES HAVE BEEN, OR WILL AT THE RELEVANT TIME BE, SATISFIED); (C) PERSONS IN HONG KONG WHO ARE PROFESSIONAL INVESTORS AS DEFINED IN THE SECURITIES AND FUTURES ORDINANCE (CAP 571) OF HONG KONG AND ANY RULES MADE UNDER THAT ORDINANCE (“HK PROFESSIONAL INVESTOR”); (D) PERSONS IN SINGAPORE WHO ARE (I) INSTITUTIONAL INVESTORS AS SUCH TERM IS DEFINED IN SECTION 4A OF THE SECURITIES AND FUTURES ACT 2001 OF SINGAPORE (AS MODIFIED OR AMENDED FROM TIME TO TIME) (THE “SFA”); AND (II) RELEVANT PERSONS PURSUANT TO SECTION 275(1) OF THE SFA, OR PERSONS PURSUANT TO SECTION 275(1A), AND IN ACCORDANCE WITH THE CONDITIONS SPECIFIED IN SECTIONS 275 AND 276 OF THE SFA; OR (E) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO CANADA, THE UNITED STATES, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, JAPAN, HONG KONG OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THE SECURITIES MENTIONED HEREIN HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "US SECURITIES ACT") AND MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES.
THERE WILL BE NO PUBLIC OFFER OF THE SECURITIES MENTIONED HEREIN IN THE UNITED STATES. THE SECURITIES MENTIONED HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER ANY SECURITIES LAWS OF ANY PROVINCE OR TERRITORY OF CANADA, AUSTRALIA, HONG KONG, SINGAPORE, THE REPUBLIC OF SOUTH AFRICA OR JAPAN NOR IN ANY COUNTRY, TERRITORY OR POSSESSION WHERE TO OFFER THEM WITHOUT DOING DO SO MAY CONTRAVENE LOCAL SECURITIES LAWS OR REGULATIONS. ACCORDINGLY, THE PLACING SHARES MAY NOT, SUBJECT TO CERTAIN LIMITED EXCEPTIONS, BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, CANADA, AUSTRALIA, HONG KONG, SINGAPORE, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY PERSON IN, OR ANY NATIONAL, CITIZEN OR RESIDENT OF THE UNITED STATES, CANADA, AUSTRALIA, HONG KONG, SINGAPORE, THE REPUBLIC OF SOUTH AFRICA OR JAPAN.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS AND IMPLICATIONS OF AN ACQUISITION OF PLACING SHARES. THE PRICE OF SHARES AND THE INCOME FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK THE FULL AMOUNT INVESTED ON A DISPOSAL OF THEIR SHARES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AUTHORISED BY THE HONG KONG AND FUTURES COMMISSION.
THIS ANNOUNCEMENT HAS NOT BEEN REVIEWED OR APPROVED BY ANY REGULATORY AUTHORITY IN HONG KONG. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OR INVITATION TO THE PUBLIC IN HONG KONG TO ACQUIRE THE PLACING SHARES. ACCORDINGLY, UNLESS PERMITTED BY THE SECURITIES LAWS OF HONG KONG, NO PERSON MAY ISSUE OR HAVE IN ITS POSSESSION FOR THE PURPOSES OF ISSUE, THIS ANNOUNCEMENT OR ANY ADVERTISEMENT, INVITATION OR DOCUMENT RELATING TO THE PLACING SHARES WHETHER IN HONG KONG OR ELSEWHERE, WHICH IS DIRECTED AT, OR THE CONTENTS OF WHICH ARE LIKELY TO BE ACCESSED OR READ BY, THE PUBLIC IN HONG KONG OTHER THAN IN RELATION TO THE PLACING SHARES THAT ARE INTENDED TO BE DISPOSED OF ONLY TO PERSONS OUTSIDE HONG KONG OR ONLY TO HK PROFESSIONAL INVESTORS.
THE DISTRIBUTION OF THE TERMS AND CONDITIONS AND/OR THE PLACING AND/OR ISSUE OF THE PLACING SHARES IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW. NO ACTION HAS BEEN TAKEN BY THE COMPANY, THE SOLE BOOKRUNNER OR ANY OF THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, OFFICERS OR EMPLOYEES THAT WOULD PERMIT AN OFFER OF THE PLACING SHARES OR POSSESSION OR DISTRIBUTION OF THE TERMS AND CONDITIONS CONTAINED HEREIN OR ANY OTHER OFFERING OR PUBLICITY MATERIAL RELATING TO SUCH PLACING SHARES IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. PERSONS INTO WHOSE POSSESSION THESE TERMS AND CONDITIONS COME ARE REQUIRED BY THE COMPANY AND THE SOLE BOOKRUNNER TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.
Persons who are invited to and who choose to participate in the Placing by making an oral or written offer to acquire Placing Shares, including any individuals, funds or others on whose behalf a commitment to acquire Placing Shares is given (the " Placees "), will be deemed: (i) to have read and understood this Announcement, including this Appendix, in its entirety; and (ii) to be participating and making an offer for Placing Shares on the terms and conditions contained herein and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in this Appendix. In particular, each such Placee represents, warrants, undertakes, agrees and acknowledges that: it has read and understood this Announcement in its entirety and acknowledges that its participation in the Placing will be governed by, and subject to, the terms and conditions of the Placing as referred to and included in this Announcement; it is a Relevant Person and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business; it (and the prospective beneficial owner of the Placing Shares) is and, at the time the Placing Shares are acquired, will be (i) outside the United States and acquiring the Placing Shares in an "offshore transaction" in accordance with Regulation S under the US Securities Act (" Regulation S ") and not acquiring any of the Placing Shares as a result of any form of Directed Selling Efforts; the Placing Shares sold in the United States will be “restricted securities” as defined in Rule 144 of the US securities Act; it will not distribute, forward, transfer or otherwise transmit this Announcement or any part of it, or any other presentation or other materials concerning the Placing in or into the United States; in the case of a Relevant Person in the United Kingdom or a member state of the EEA which has implemented the Prospectus Regulation, it is a “qualified investor” within the meaning of the POATR or the Prospectus Regulation; if it is in Hong Kong, it is a HK Professional Investor; if it is in Singapore, it is either (i) an "institutional investor" as such term is defined in section 4A of the SFA or (ii) a relevant person pursuant to Section 275(1) of the SFA, or a person pursuant to Section 275(1A), and in accordance with the conditions specified in Sections 275 and 276 of the SFA; if it is a financial intermediary, as that term is used in Article 2(d) of the Prospectus Regulation or Regulation 7(4) of the POATR, as applicable, any Placing Shares acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of securities to the public other than an offer or resale to “qualified investors” in a member state of the EEA which has implemented the Prospectus Regulation, or “qualified investors” in the UK as such term is defined in paragraph 15 of schedule 1 of the POATR, as applicable, or in circumstances in which the prior consent of the Sole Bookrunner has been given to each such proposed offer or resale; it is acquiring the Placing Shares for its own account or is acquiring the Placing Shares for an account with respect to which it exercises sole investment discretion and has the authority to make and does make the representations, warranties, indemnities, acknowledgements, undertakings and agreements contained in these terms and conditions; it understands (or if acting for the account of another person, such person has confirmed that such person understands) and agreed to comply with the resale and transfer restrictions set out in this Appendix; and each of the Company and the Sole Bookrunner will rely upon the truth and accuracy of the foregoing representations, warranties, undertakings, agreements and acknowledgements. For the purposes of this Appendix 1, Canaccord is the " Sole Bookrunner ".
The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, dissemination, reproduction, or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the US Securities Act or the applicable laws of other jurisdictions.
Details of the Placing Agreement The Sole Bookrunner has agreed to use its reasonable endeavours to procure Placees for the Placing Shares at the Issue Price on the terms and subject to the conditions set out in a placing agreement entered into between the Company and the Sole Bookrunner on 7 July 2026 (the " Placing Agreement "). Pursuant to the terms of the Placing Agreement, the Placing is subject to certain conditions (including, inter alia, Admission). The Sole Bookrunner has the right to terminate the Placing Agreement in certain circumstances.
The Placing is not being underwritten by the Sole Bookrunner or any other person. Further details of the Placing Agreement are set out below. The Placing Shares The Placing Shares have been duly authorised and will, when issued, be credited as fully paid and will rank  pari passu  in all respects with the Company's existing common shares (" Shares" ), including the right to receive all dividends and other distributions declared, made or paid in respect of such Shares after the date of issue of the Placing Shares.
The Placing Shares will be issued free and clear of all claims, liens, charges, encumbrances or other security interest. Application for admission to trading Application will be made (a) to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM and (b) for the Placing to be conditionally accepted by the TSX-V and for the Placing Shares to be listed on the TSX-V (" Admission "). It is expected that Admission of the Placing Shares will occur at or before 8.00 a.m. (London time) on 13 July 2026 (or such later date as may be agreed between the Company and the Sole Bookrunner, being no later than 8.00 a.m. on 31 July 2026) and that dealings in the Placing Shares will commence at that time.
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