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Mendell Helium #MDH – Update on progress
Mendell Helium is pleased to provide the following overview of M3 Helium Corp.’s (“M3 Helium“) assets following a visit in October 2024 by Nick Tulloch, Chief Executive Officer of the Company, to Kansas, USA.
As announced on 27 June 2024, the Company has an option to acquire M3 Helium Corp., a producer of helium which is based in Kansas and holds an interest in nine wells. There is no certainty that the Company’s option to acquire M3 Helium will be exercised, nor that the enlarged group will successfully complete its re-admission to trading on the AQSE Growth Market.
Highlights
M3 Helium has three potential “company maker” projects
- Farm in to Scout Energy Partners’ Hugoton acreage
- 5.1% helium in its high pressure Rost 1-26 well
- “Big frack” at its Nilson well is producing rising flow rates
Farm in to Hugoton acreage
As announced on 6 November 2024, M3 Helium entered into a farm in agreement with Scout Energy Partners (“Scout Energy”) covering 161,280 acres (252 square miles) of the Hugoton field, one of the best known gas fields in the world. The agreement includes a minimum target of 25 new wells but M3 Helium estimates a potential 100 – 200 well opportunity within this acreage.
All production from new wells will be delivered to Scout Energy’s gathering system and the Jayhawk processing facility (which produces 4% of the world’s helium). The offtake is based on a fixed helium price with an annual price escalator based on the consumer price index through to the end of 2029. The partnership with Scout Energy also includes discounted royalties and operating expenses. No payments are due from M3 Helium until drilling commences or 31 March 2025, if drilling has not commenced prior to 31 March 2025 (and there are no penalties on M3 Helium in the event that it does not proceed with the agreement).
In addition, this exclusive agreement with Scout Energy includes a right of first refusal over any other farm outs in Scout Energy’s 1 million acres in Kansas.
Rost 1-26 well in Fort Dodge
M3 Helium’s flagship well, located in its Fort Dodge prospect, was tested by Shamrock Gas Analysis, Inc. as containing a gas composition of 5.1% helium in July 2024. Thurmond-McGlothlin, LLC also tested a well pressure at 302.7 psi in July 2024. The flow rate was measured at 47,100 cubic feet per day (47.1 Mcfd), with this result being achieved even though brine levels were 1,058 feet over the perforations.
As announced on 9 September 2024, M3 Helium commenced the installation of its Pressure-Swing Adsorption (“PSA”) modular processing unit to enable purification of helium onsite along with de-watering the well ahead of production. The latter exercise has led to two conclusions.
Firstly, the likely level of water hauling could be 800-1,000 barrels per day in which case M3 Helium will make use of a nearby former oil well which can be repurposed as a disposal well. Although there will be an upfront cost, this will be more economic, and payback is expected within months.
Secondly, and more significantly, expectations are that potential flow rates from the Rost well could exceed previous expectations. The table below illustrates the well’s revenue capability between its existing production rate through to the maximum capacity of the onsite PSA.
| Production(Mcf/day) | 50 | 150 | 250 | 500 | 750 |
| Daily revenue ($) | 765 | 2,295 | 3,825 | 7,650 | 11,475 |
| Monthly revenue ($) | 22,950 | 68,850 | 114,750 | 229,500 | 344,250 |
| Annual revenue ($) | 275,400 | 826,200 | 1,377,000 | 2,754,000 | 4,131,000 |
The above illustrations are based on a helium sale price of US$300 per Mcf and assumes nil value for any other gases or liquids produced by the well.
Nilson “big frack”
On 26 September 2024, the Company announced a second, significantly larger frack, on the Nilson well owned by M3 Helium. This programme was innovatively funded by local investors and one of the contractors who committed US$170,000 in aggregate to cover the costs for a 25% economic interest in the well.
The frack injected 170,000 gallons of gelled water along with 150,000 pounds of sand. As far as M3 Helium’s management are aware, this was the Hugoton field’s first large water-based frack stimulation in several decades.
The response from the Nilson well has been impressive. Typically post-frack production results in a spike and then a subsequent decline in the well. However, in Nilson’s case, production has steadlily risen by a little under 1 Mcf per day at around 1 cubic foot per 2 minutes. This is illustrated in the graph below:
At present, there is insufficient data to determine when or where the Nilson well might peak but the M3 Helium team have been studying an analogous frack by Amoco in 1992 which took around 8 months to peak. It is too early to say whether this case can be used as a reliable guide, but the table below illustrates the well revenue capability between its existing production rate through to where the rate could peak should it continue to grow at the same rate for 8 months.
| Production(Mcf/day) | 50 | 100 | 150 | 200 | 300 |
| Daily revenue ($) | 143 | 285 | 428 | 570 | 855 |
| Monthly revenue ($) | 4,275 | 8,550 | 12,825 | 17,100 | 25,650 |
| Annual revenue ($) | 51,300 | 102,600 | 153,900 | 205,200 | 307,800 |
The above figures are based on a helium sale price of US$350 per Mcf (higher than Rost given that Nilson is tied into Scout Energy’s gathering system) and a NGL (natural gas liquids) sale price of US$0.75 per Mcf.
The significance of Nilson’s performance, aside from the value within this well, is that it provides a reference point and a pathway with which to develop other wells in the region, particularly within the farm in agreement with Scout Energy referred to above.
Nick Tulloch, Chief Executive Officer of Mendell Helium, said: “Since entering into the option to acquire M3 Helium, we have worked hard to develop the company’s asset base and, as shown in recent announcements and today’s update, the results have significantly exceeded our expectations. Alongside the farm in with Scout Energy, which provides an immediate and cost-effective path to scale our business, the exceptional performance of our flagship Rost well could potentially become a significant contributor to M3 Helium’s cashflow in the coming months.
“Meanwhile M3 Helium’s innovative larger frack at the Nilson well has provided ample evidence to support further use of this technique to stimulate increased production in Hugoton wells, something that could prove to be a crucially important factor as M3 Helium develops its farm in programme.
“M3 Helium is fortunate to have several advantages – the Hugoton location puts the company in prime production territory, it has access to infrastructure through Scout’s Energy’s gathering system to facilitate rapid monetisation of production, a fee payment structure geared to drilling activities and a farm in agreement along with the right of first refusal over any other Scout Energy farm outs that provides a platform through which our Company can exponentially scale up its operations.”
The Directors of the Company are responsible for the release of this announcement.
Nick Tulloch will be presenting at the Aquis Showcase on 12 November 2024. Details of the event are available at https://www.eventbrite.co.uk/e/aquis-showcase-tickets-951428316707.
ENDS
Enquiries:
| Mendell Helium plc
Nick Tulloch, CEO
|
Tel: +44 (0) 1738 317 693
nick@mendellhelium.com https://mendellhelium.com/ |
| Cairn Financial Advisers LLP (AQSE Corporate Adviser)
Ludovico Lazzaretti/Liam Murray
|
Tel: +44 (0) 20 7213 0880 |
| SI Capital Limited (Broker)
Nick Emerson |
Tel: +44 (0) 1483 413500 |
|
Stanford Capital Partners Ltd (Broker)
Patrick Claridge/Bob Pountney
|
Tel: +44 (0) 203 3650 3650/51
|
| Brand Communications (Public & Investor Relations)
Alan Green
|
Tel: +44 (0) 7976 431608
|
Overview of M3 Helium
Mendell Helium, formerly Voyager Life plc, announced on 27 June 2024 that it has entered into an option agreement to acquire the entire issued share capital of M3 Helium through the issue of 57,611,552 new ordinary shares in Mendell Helium to M3 Helium’s shareholders. The exercise of the option will constitute a reverse takeover pursuant to AQSE Rule 3.6 of the Access Rule Book and is subject to, inter alia, publication of an admission document.
M3 Helium has interests in nine wells in South-Western Kansas of which five (Peyton, Smith, Nilson, Bearman and Demmit) are in production. Eight of the company’s wells are within the Hugoton gas field, one of the largest natural gas fields in North America. Significantly these wells are in the proximity of a gathering network and the Jayhawk gas processing plant meaning that producing wells can quickly be tied into the infrastructure.
The nineth well is in Fort Dodge and was tested in July 2024 as containing 5.1% helium composition. Although not within direct access to the gathering network, M3 Helium owns a mobile Pressure Swing Adsorption production plant which could be used to purify the helium on site.
FORWARD LOOKING STATEMENTS
This announcement includes “forward-looking statements” which include all statements other than statements of historical facts, including, without limitation, those regarding the Company’s financial position, business strategy, plans and objectives of management for future operations, or any statements preceded by, followed by or that include the words “targets”, “believes”, “expects”, “aims”, “intends”, “will”, “may”, “anticipates”, “would”, “could” or “similar” expressions or negatives thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Company’s control that could cause the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Company’s present and future business strategies and the environment in which the Company will operate in the future. These forward-looking statements speak only as at the date of this announcement. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based unless required to do so by applicable law.
Quoted Micro 11 November 2024
AQUIS STOCK EXCHANGE
Cross border e-commerce technology company Samarkand Group (SMK) reported a dip in revenues of 22% to £6.3m, with owned brands increasing their contribution by 14% to £4.1m. The loss has been reduced even before the £1.08m gain on the disposal of a brand. Net debt is £2m. The switch to focusing on owned brands will continue.
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Unicorn Asset Management has taken a 5.42% stake in Equipmake (EQIP).
Pitch Pit has changed its name to Meme Vault (MEME) and will become an investment company focused on cryptocurrency and Web3 technologies. A new subsidiary will be set up in UAE. Chandila Fernando and Judith Hough will no longer be joining the board. The planned £500,000 placing is not taking place, but there will be an alternative fundraising.
DXS International (DXSP) chairman Bob Sutcliffe bought 35,000 shares at 1.3p each and he owns 1.8% of the healthcare IT developer. Earlier in the week, Hybridan published updated research and said that “management is focused on cashflow control until new NHS sales resume, when there could be significant revenue growth”. It argues that this is not reflected in the current share price.
Mendell Helium (MDH) has an option to acquire M3 Helium, which has acquired 85% interests in three further wells on the western side of the Hugoton gas field in Kansas. Two of the wells are in production and the third could be used as a water disposal well, which will reduce costs. No consideration is payable. The wells are breaking even.
Fenikso (FNK) has doubled its convertible loan to AIM-quoted Coro Energy (CORO) to £500,000. Tom Richardson, chairman of Fenikso is also a director of Coro Energy.
Ormonde Mining (ORM) investee company TRU Precious Metals, where it owns 36.3%, has announced results of copper exploration at the Golden Rose project in Newfoundland. Copper grades were up to 3.7% and some samples included zinc.
Jack Keyes has decided not to join the board of Oscillate (MUSH) as technical director. He is still undertaking hydrogen exploration work for the company.
ProBiotix Health (PBX) company secretary Mark Collingbourne has acquired 80,000 shares at 5.5p each.
AIM
Fabless silicon chip designer and manufacturer EnSilica (ENSI) slipped into loss in the year to May 2024, but there are already contracts in place for a bounce back to profit this year. EnSilica generates cash from operations, but it spent £6.1m on capitalised development. Chip supply generated flat revenues of £2.9m out of group revenues of £25.3m, up from £20.5m in the previous year. Chip supply revenues should start to build up from this year and that will sharply boost profitability. It can take two years or more for chip supply to begin and then production is built up to its peak, so there is built in growth for many years. Singer forecasts a 2024-25 pre-tax profit of £2.7m, doubling to £5.5m next year.
Membrane free electrolyser developer Clean Power Hydrogen (CPH2) has entered into a licence agreement with Lisheen H2 Energy Park, trading as Hidrigin, for the rights to manufacture MFE220 electrolyser units for its own use up to 2GW. This could be worth multi-million Euros. Hidrigin owns the 122MW Lisheen solar park and has funding for other developments. The licence fee will be payable in stages. Separately, there is a sale of a 1MW MFE220 electrolyser unit.
This week there was good news from professional services firm DSW Capital (DSW) with its trading statement following the acquisition earlier this week of DR Solicitors for £6.1m in cash and shares, which will reduce dependence on M&A. DR Solicitors has a client base of doctors, consultants and primary care providers. The latest annual pre-tax profit was £1.2m. The deal should be hugely earnings enhancing. Trading has been gradually improving in the first half. First half profit will be slightly lower at £100,000, but the full year pre-tax profit is expected to recover from £500,000 to £1.4m. A further jump to £2.5m is forecast for 2025-26. The interims will be published on 27 November.
Shell company Selkirk Group (SELK) raised £7.5m at 2.4p/share ahead of joining AIM this morning. The focus is undervalued consumer, technology and digital media businesses. Executive chair Iain McDonald says: “We have chosen to IPO on AIM because, despite the prevailing negative narrative, AIM is still a very attractive market for small, fast-growing companies”.
Electronics and battery products supplier Solid State (SOLI) had a tough first half but it says trading is in line with expectations in the first half and the second half should be better. Interim pre-tax profit has slumped from £7.3m to £2.5m. The components market has returned to normal, and first half revenues declined. Political uncertainty has hampered defence system orders. Last year’s defence revenues were exceptionally strong due to early deliveries, and a decline was expected. That is why full year underlying pre-tax profit is set to fall from £15.6m to £10.1m.
Hummingbird Resources (HUM) has announced a debt restructuring and possible bid. Delays in ramping up production at Kouroussa have strained the balance sheet and $30m of debt repayments have been deferred. Net debt was $155m at the end of September 2024, while trade and other payables were $152m. Nioko Resources, which owns 41% of the gold miner, is proposing a partial debt-to-equity conversion at 2.6777p/share, which would take its stake to 71.8%, and potential bid and cancelation of the AIM quotation. Geoff Eyre has been appointed interim chief executive.
Feedback (FDBK) raised £6.1m at 20p/share, which was a massive discount to the previous market price, which fell to 19.5p. This includes £530,000 raised via a WRAP retail offer of up to £1m. The cash will finance the rolling out of the Bleepa medical imaging communications product and take advantage of a collaboration with a provider of primary care IT services that will use Bleepa to streamline referrals between primary care, Community Diagnostic Centres and community care. The nominal value of shares will be reduced to 1p.
Futura Medical (FUM) has completed two proof of concept studies on new products for the treatment of sexual dysfunction in men and women. Eroxon Intense is a range extension for the existing Eroxon topical product for erectile dysfunction. This provides a stronger sensation. A preferred formulation will be tested next year and regulatory approval is expected by the end of 2025. WSD4000 is a topical treatment for women that treats symptoms such as lack of desire and lubrication. The next stage is a home user study, and results are expected in the first quarter of 2025. A pre-submission meeting with the FDA has happened and there will be another to help design a clinical study. There are discussions with potential partners.
Broadband services provider Bigblu Broadband (BBB) admits that it is in discussions with alternative investment manager Salter Brothers on a possible sale of the SkyMesh subsidiary. The transaction is subject to final terms and financing. This would be the latest asset disposal for Bigblu Broadband.
CleanTech Lithium (CTL) says that the pre-feasibility study for the Laguna Verde project has been delayed until the first quarter of 2025. Additional engineering work is required due to the location of the carbonation plant in Copiapo. An option for onsite renewable power will also be included. Lithium carbonate should be produced from the pilot plant in November.
Digital media publisher Digitalbox (DBOX) has added to its portfolio of digital media brands by acquiring the entertainment business of GRV Media. The assets are CelebrityTidbit.com, RealityTidbit.com and TheFocus.news. They generated revenues of less than £800,000 and they fit with Entertainment Daily and The Tab.
Synergia Energy (SYN) has raised £632,500 at 0.05p/share. There has also been the conversion of £296,000 of loans and £83,000 of fees into shares. The shares come with a warrant exercisable at 0.1p each. This provides funding for the Medway Hub Camelot carbon capture and storage joint venture with Harbour Energy. Synergia Energy wants to farm out up to 25% of the project. There should be a significant increase in production at the Cambay PSC, where a farm out of a 50% interest to Selan Exploration has been completed, from the second quarter of next year.
Kodal Minerals (KOD) joint venture partner Hainan Mining says that the $15m owed to the Mali government should be paid by Kodal Minerals and not the joint venture that owns the Bougouni lithium project. Kodal Minerals disagrees.
Optimer binders developer Aptamer Group (APTA) continues to win new contracts and it has added contracts worth up to £471,000 in the third quarter. This is work from a number of clients and many are repeat customers. Some of the existing customers are reaching a point where they are considering long-term licences. Booked revenues have reached £1.2m for 2024-25. The potential pipeline has increased to £4m.
MAIN MARKET
Cybersecurity company Narf Industries (NARF) says 2024-25 revenues should be at least $5m and they could rise to $8m in the following year. In the 15 months to March 2024, revenues were $7.6m. The dip in revenues is due to a switch in focus to commercial sales rather than the dependence on government funded development, as well as delays in US funding. Thereby building recurring revenues.
Foams manufacturer Zotefoams (ZTF) revenues are accelerating with third quarter growth of 54% and year to date improvement of 23%. Footwear sales are fuelling this growth, helped by the Olympics boosting Nike demand, but other parts of the business are also growing. Operational efficiency is increasing margins.
Andrew Hore
Alan Green covers Mendell Helium #MDH, Great Southern Copper #GSCU & Dan Flynn covers GreenRoc #GROC on this week’s Stockbox Research Talks
Alan Green covers Mendell Helium #MDH, Great Southern Copper #GSCU & Dan Flynn covers GreenRoc #GROC on this week’s Stockbox Research Talks
Mendell Helium #MDH – M3 Helium acquires further producing wells in the Hugoton Field
Mendell Helium is pleased to announce that M3 Helium Corp. (“M3 Helium”) has acquired interests in three further wells on the western side of the Hugoton gas field in Kansas. Two of these wells are in production and the third is believed to be suitable for conversion into a water disposal well.
As announced on 27 June 2024, the Company has an option to acquire M3 Helium Corp., a producer of helium which is based in Kansas and holds an interest in six wells. There is no certainty that the Company’s option to acquire M3 Helium will be exercised, nor that the enlarged group will successfully complete its re-admission to trading on the AQSE Growth Market.
Highlights
- Acquisition of interests in two further producing wells takes M3 Helium’s total number of wells to eight (not including disposal wells)
- No consideration was payable on the acquisition
- M3 helium’s management have identified a path of action to bring the wells to profitability
M3 Helium has acquired an 85 per cent. interest in the Bearman, Demmit and Cockerham wells which are all located on the western side of the Hugoton gas field in Stanton County, Kansas. The Bearman and Demmit wells are currently producing 25 Mcf/day in aggregate with a helium composition of approximately 0.6 per cent. The Cockerham well is not currently in production.
The wells are connected to Scout Energy’s Jayhawk gas processing plant via a pipeline operated on vacuum by Energy Transfer LP, one of the largest and most diversified midstream energy companies in North America.
Taking account of water disposal costs, the three wells break even financially at present and, as a consequence, M3 Helium was able to acquire them for nil consideration. The rationale for the acquisition is that M3 Helium’s management have identified certain steps to take to bring the wells to profitability:
- In common with many older wells in the region, helium produced at the Bearman and Demmit wells is not accounted for by the processor, which in this instance is Scout Energy: only the value of methane and natural gas liquids are paid to the producer.If M3 Helium is able to obtain a price for the helium produced then, noting the higher value of helium relative to the other components, this would be transformational for the economics of the two wells.
- To date, water produced by the Bearman and Demmit wells is hauled by truck to a disposal site.With the (current) low production, this is a disproportionately high expense of operating the wells. If the Cockerham well was converted to a water disposal well, the cost of which is estimated at around US$30,000, then it would be economic to increase the frequency of pumping at the Bearman and Demmit wells. This would produce more water, which would then be efficiently disposed of through the Cockerham well, but it would very probably increase the gas production. M3 Helium estimate that this would be at least an additional 25 Mcf/day.
- Acidising the wells is also expected to increase production of gas although it would also produce additional water.Whilst this is not economic at present, it would be a valuable addition to the wells once a disposal well is in place.
Nick Tulloch, Chief Executive Officer of Mendell Helium, said: “Today’s acquisition is a further example of the progress that M3 Helium is able to make due to its connections in the Kansas region. Whilst these are not going to be significant producing wells, the incremental production they will provide M3 Helium is at minimal cost. There is no obligation to spend any funds on the wells but, once the team evaluate the potential advantages of a disposal well, we will be able to assess the ecomomics of extending their production capabilities.
“Through our proposed investment of M3 Helium, we remain committed to increasing our helium production on a cost-effective and rapid basis.”
This announcement contains inside information for the purposes of the UK Market Abuse Regulation and the Directors of the Company are responsible for the release of this announcement.
ENDS
Enquiries:
| Mendell Helium plc
Nick Tulloch, CEO
|
Tel: +44 (0) 1738 317 693
nick@mendellhelium.com https://mendellhelium.com/ |
| Cairn Financial Advisers LLP (AQSE Corporate Adviser)
Ludovico Lazzaretti/Liam Murray
|
Tel: +44 (0) 20 7213 0880 |
| SI Capital Limited (Broker)
Nick Emerson |
Tel: +44 (0) 1483 413500 |
|
Stanford Capital Partners Ltd (Broker)
Patrick Claridge/Bob Pountney
|
Tel: +44 (0) 203 3650 3650/51
|
| Brand Communications (Public & Investor Relations)
Alan Green
|
Tel: +44 (0) 7976 431608
|
Overview of M3 Helium and the Hugoton North Play
Mendell Helium, formerly Voyager Life plc, announced on 27 June 2024 that it has entered into an option agreement to acquire the entire issued share capital of M3 Helium through the issue of 57,611,552 new ordinary shares in Mendell Helium to M3 Helium’s shareholders. The exercise of the option will constitute a reverse takeover pursuant to AQSE Rule 3.6 of the Access Rule Book and is subject to, inter alia, publication of an admission document.
M3 Helium has interests in eight wells in South-Western Kansas of which five (Peyton, Smith, Nilson, Bearman and Demmit) are in production. Seven of the company’s wells are within the Hugoton gas field, one of the largest natural gas fields in North America. Significantly these wells are in the proximity of a gathering network and the Jayhawk gas processing plant meaning that producing wells can quickly be tied into the infrastructure.
The sixth well is in Fort Dodge and was tested in July 2024 as containing 5.1% helium composition. Although not within direct access to the gathering network, M3 Helium owns a mobile Pressure Swing Adsorption production plant which could be used to purify the helium on site.
Mendell Helium #MDH – Result of AGM
The Annual General Meeting of the Shareholders of Mendell Helium was held today at 10.00 am (UK) at Arran House, Arran Road, Perth, Perthshire PH1 3DZ. The Company is pleased to confirm that all resolutions were duly passed (other than resolution 3 which was withdrawn prior to the meeting).
ENDS
Enquiries:
|
Mendell Helium plc
Nick Tulloch, CEO
|
Tel: +44 (0) 1738 317 693
nick@mendellhelium.com https://mendellhelium.com/ |
|
Cairn Financial Advisers LLP (AQSE Corporate Adviser)
Ludovico Lazzaretti/Liam Murray
|
Tel: +44 (0) 20 7213 0880 |
|
SI Capital Limited (Broker)
Nick Emerson |
Tel: +44 (0) 1483 413500 |
|
Stanford Capital Partners Ltd (Broker)
Patrick Claridge/Bob Pountney
|
Tel: +44 (0) 203 3650 3650/51
|
|
Brand Communications (Public & Investor Relations)
Alan Green
|
Tel: +44 (0) 7976 431608
|
Overview of M3 Helium and the Hugoton North Play
Mendell Helium, formerly Voyager Life plc, announced on 27 June 2024 that it has entered into an option agreement to acquire the entire issued share capital of M3 Helium through the issue of 57,611,552 new ordinary shares in Mendell Helium to M3 Helium’s shareholders. The exercise of the option will constitute a reverse takeover pursuant to AQSE Rule 3.6 of the Access Rule Book and is subject to, inter alia, publication of an admission document.
M3 Helium has interests in six wells in South-Western Kansas of which three (Peyton, Smith and Nilson) are in production. Five of the company’s wells are within the Hugoton gas field, one of the largest natural gas fields in North America. Significantly these wells are in the proximity of a gathering network and the Jayhawk gas processing plant meaning that producing wells can quickly be tied into the infrastructure.
The sixth well is in Fort Dodge and was tested in July 2024 as containing 5.1% helium composition. Although not within direct access to the gathering network, M3 Helium owns a mobile Pressure Swing Adsorption production plant which could be used to purify the helium on site.
Mendell Helium #MDH – M3 Helium signs exclusive farm-in agreement for Hugoton field with Scout Energy
Mendell Helium is pleased to announce that M3 Helium Corp. (“M3 Helium”) has signed an exclusive farm in and fixed price helium agreement with Scout Energy Partners (“Scout Energy”) over 161,280 acres of the Hugoton gas field (“Leases”), one of the largest natural gas fields in North America.As announced on 27 June 2024, the Company has an option to acquire M3 Helium Corp., a producer of helium which is based in Kansas and holds an interest in six wells. There is no certainty that the Company’s option to acquire M3 Helium will be exercised, nor that the enlarged group will successfully complete its re-admission to trading on the AQSE Growth Market.
Highlights:
- Farm in covers 161,280 acres (252 square miles) of the Hugoton gas field
- Minimum target of 25 new wells but estimated by M3 Helium’s management to be a potential 100 – 200 well opportunity
- All production delivered to Scout Energy’s gathering system and the Jayhawk processing facility
- Fixed helium price with an annual price escalator based on the consumer price index from 1 January 2026 through to the end of 2029
- Discounted royalties and operating expenses agreed with Scout Energy
- Gathering and processing tariffs waived by Scout Energy in return for methane from the new wells
- Exclusive agreement with Scout Energy includes a right of first refusal over any other farm outs in Scout Energy’s Kansas acreage
- US$1 million due from M3 Helium when drilling commences or by 31 March 2025 (whichever is the earlier). In the event that M3 does not proceed with the agreement no fee will become payable.
Overview of the Farm In Agreement
With a term ending on 31 March 2027, the farm in agreement covers seven townships in the Hugoton gas field, with each township being 36 square miles (23,040 acres). The townships are in south-west Kansas, within Scout Energy’s gathering system and proximate to the Jayhawk gas processing plant which is estimated to process around 4% of the world’s helium, processing approximately 700,000 cubic feet per day of crude helium. Scout Energy is the second biggest producer of helium in the United States.
Under the terms of the agreement, M3 Helium is entitled to nominate drilling locations of its choice subject only to maintaining a distance of 1,500 feet from any existing well operated by Scout Energy. The M3 Helium management team estimate potential for not less than 100 wells within the allocated area and up to 200 wells. The agreement has a minimum commitment of 25 wells by 31 March 2026. The wells are permitted to access the Chase and Council Grove gas formations, being around 3,000 feet deep. M3 Helium management estimate that a conventional oil & gas lease over land of the type included in the farm in agreement would be in the region of US$50 per acre. This implies an indicative farm acreage value of over US$8 million.
M3 Helium has no obligation to make any payment to Scout Energy until the first well is commenced (which must be by 31 March 2025). At that time, a one-off fee of US$1 million is due. Should M3 Helium decide not to proceed with the farm in agreement, then it has no financial liability to Scout. If the fee is not received by Scout Energy on or before 31 March 2025, the agreement will be terminated with no further action required by M3 Helium or Scout Energy.
Each well drilled will be connected to Scout Energy’s gathering system. Scout Energy will manage the operations of the wells and the parties have agreed a discounted rate, reflecting the nature of their partnership. Likewise, royalty payments on production have been reduced by a third to support M3 Helium’s expansion plans.
M3 Helium is able to drill both vertical and horizontal wells under the farm in agreement.
If M3 Helium completes and connects at least 25 wells on or before 31 March 2026, M3 Helium shall have the right, but not the obligation, to continue to drill wells and earn wellbore assignments pursuant to the agreement until 31 March 2027.
In the event that M3 Helium fails to drill a minimum of 25 wells prior to 31 March 2026, it may extend the drilling period for a further 12 months to 31 March 2027 by making a further payment (by 31 March 2026) of an amount equal to the shortfall from the 25 wells multiplied by US$50,000. There are no other payments due to Scout Energy, aside from operating expenses, for the remainder of the agreement.
Provided that M3 Helium remains in compliance with the terms of the farm in agreement, its right to drill wells over the acreage specified in the agreement is exclusive. More importantly, the agreement provides M3 Helium with a right of first refusal should Scout Energy be approached by any third parties to farm into its Kansas lands which, in aggregate, amount to over 1 million acres.
Overview of the Hugoton gas field
The Hugoton gas field, located primarily in southwestern Kansas, western Oklahoma, and the Texas panhandle, is one of the largest natural gas fields in North America, deriving its name from the town of Hugoton, Kansas. Discovered in 1927, this field which covers around 8,500 square miles has significantly contributed to the natural gas supply in the United States. Over its long history, more than 12,000 wells have been drilled in the Hugoton field.
The field’s cumulative production is substantial, with over 30 trillion cubic feet of natural gas produced since being discovered. Additionally, it has yielded substantial quantities of natural gas liquids and helium. The natural gas in the Hugoton field of Kansas and Oklahoma, plus the Panhandle Field of Texas, contains unusually high concentrations of helium, ranging between 0.3% to 1.9%. Because of the large size of these fields, they contain the largest reserves of helium in the United States.
Natural gas is produced from several different rock layers and many individual fields. Most of the gas is produced from two rock units, the Chase and Council Grove groups, that were deposited during the Permian Period, about 280 million years ago.
M3 Helium’s farm in acreage covers an area where production to date has indicated a helium content of around 0.6%. M3 Helium estimates that the average life of vertical wells in the Hugoton gas field is around 30 years and management models an 8% annual decline. Drilling costs are expected to be under $300,000 per well with the possibility of cost savings if several wells are drilled in succession. Tie and frack costs are expected to amount to less than $200,000 with the exact cost being dependent on the size of frack proposed.
Overview of Scout Energy
Scout Energy is a private energy investment manager focused on the acquisition, operation and improvement of upstream energy assets and associated midstream energy infrastructure throughout the contiguous United States. Scout Energy’s portfolio currently consists of over 60 assets currently producing over 110,000 BOEPD from over 22,000 wellbores across more than 4 million acres in eight states: Kansas, Texas, Oklahoma, New Mexico, Colorado, Utah, North Dakota, and Montana.
Management changes at M3 Helium
Nick Tulloch, CEO of Mendell Helium, has been appointed as Chairman of the board of M3 Helium as the two companies work closely together to execute the farm in agreement and finalise the exercise of the Company’s option to acquire M3 Helium. A new COO has also recently been appointed by M3 Helium to oversee the company’s portfolio of projects.
Nick Tulloch, Chief Executive Officer of Mendell Helium, said: “This agreement with Scout Energy is the culmination of several months of research of suitable opportunities within the Hugoton gas field and discussions with the Scout Energy team.
“M3 Helium now has low cost access to some of the world’s most prospective acreage for helium extraction. Furthermore, its partnership with Scout Energy guarantees an offtake of all of its production at pre-determined price levels and low operating costs. Natural resources exploration is inherently uncertain but M3 Helium’s agreement provides a level of predictability that many companies in this sector may never achieve.
“We said at the time of our proposed acquisition of M3 Helium that we would demonstrate a scalable business plan. The framework set out in this farm-in agreement establishes that plan and does so on very advantageous terms.
“To put the financial terms of this agreement in context, M3 Helium’s management estimates that a conventional oil & gas lease over land of the type included in the farm in agreement could be at least US$50 per acre implying an indicative value of the farm in acreage of over US$8 million. The US$1 million fee M3 Helium will pay on commencement of drilling represents just 12% of that, plus M3 Helium also receives access to established infrastructure and processing facilities as part of the arrangements.
“Global demand for helium has naturally generated investor interest in the sector. Across UK quoted companies alone, there are a number of different strategies. Ours is straightforward. We have the right to drill new wells in a proven helium producing region. We have a low cost model, partnered with the biggest operator in the region. And we have access to nearby infrastructure and processing.”
This announcement contains inside information for the purposes of the UK Market Abuse Regulation and the Directors of the Company are responsible for the release of this announcement.
Enquiries:
| Mendell Helium plc
Nick Tulloch, CEO
|
Tel: +44 (0) 1738 317 693
|
| Cairn Financial Advisers LLP (AQSE Corporate Adviser)
Ludovico Lazzaretti/Liam Murray
|
Tel: +44 (0) 20 7213 0880 |
| SI Capital Limited (Broker)
Nick Emerson |
Tel: +44 (0) 1483 413500 |
|
Stanford Capital Partners Ltd (Broker)
Patrick Claridge/Bob Pountney
|
Tel: +44 (0) 203 3650 3650/51
|
| Brand Communications (Public & Investor Relations)
Alan Green
|
Tel: +44 (0) 7976 431608 |
Overview of M3 Helium
Mendell Helium, formerly Voyager Life plc, announced on 27 June 2024 that it has entered into an option agreement to acquire the entire issued share capital of M3 Helium through the issue of 57,611,552 new ordinary shares in Mendell Helium to M3 Helium’s shareholders. The exercise of the option will constitute a reverse takeover pursuant to AQSE Rule 3.6 of the Access Rule Book and is subject to, inter alia, publication of an admission document.
M3 Helium has interests in six wells in South-Western Kansas of which three (Peyton, Smith and Nilson) are in production. Five of the company’s wells are within the Hugoton gas field, one of the largest natural gas fields in North America. Significantly these wells are in the proximity of a gathering network and the Jayhawk gas processing plant meaning that producing wells can quickly be tied into the infrastructure.
The sixth well is in Fort Dodge and was tested in July 2024 as containing 5.1% helium composition. Although not within direct access to the gathering network, M3 Helium owns a mobile Pressure Swing Adsorption production plant which could be used to purify the helium on site.
M3 Helium has also signed a farm in agreement with Scout Energy Partners over 161,280 acres of the Hugoton gas field giving it the potential to drill between 100 – 200 new wells. All production will be handled by Scout Energy’s gathering network and the Jayhawk gas processing plant.
FORWARD LOOKING STATEMENTS
This announcement includes “forward-looking statements” which include all statements other than statements of historical facts, including, without limitation, those regarding the Company’s financial position, business strategy, plans and objectives of management for future operations, or any statements preceded by, followed by or that include the words “targets”, “believes”, “expects”, “aims”, “intends”, “will”, “may”, “anticipates”, “would”, “could” or “similar” expressions or negatives thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Company’s control that could cause the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Company’s present and future business strategies and the environment in which the Company will operate in the future. These forward-looking statements speak only as at the date of this announcement. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based unless required to do so by applicable law.
Mendell Helium #MDH – Publication of Circular and Notice of General Meeting
Further to the announcement on 14 October 2024, Mendell Helium announces that a circular and notice of general meeting (“General Meeting”) have been posted to shareholders seeking shareholder approval for the disposal of the Voyager plant-based health and wellness business (the “Disposal”). The General Meeting will be held at 11.30 am on Monday 11 November 2024, at the Company’s offices at Arran House, Arran Road, Perth, Perthshire PH1 3DZ.
The Disposal will constitute a fundamental change of business of the Company under Rule 3.7 of the AQSE Exchange Rules and is therefore conditional on, inter alia, shareholder approval.
Following the Disposal, the Company will have disposed of all of its operating subsidiaries and will be deemed an Enterprise Company under the AQSE Exchange Rules. The Board’s intention is to exercise the Option to acquire the entire issued share capital of M3 Helium as set out in the announcement made by the Company on 27 June 2024. The exercise of the Option will constitute a reverse takeover under rule 3.6 of the AQSE Exchange Rules, therefore the Company will need to seek readmission of its ordinary to trading on the AQSE Growth Market.
There is no certainty that the Company’s option to acquire M3 Helium will be exercised, nor that the enlarged group will successfully complete its re-admission to trading on the AQSE Growth Market.
Accordingly, Shareholder approval for the Disposal is being sought at the General Meeting to be held at 11.30 a.m. on 11 November 2024. The notice convening the General Meeting and setting out the Resolution to be considered at it is set out at the end of the circular. A summary of the action shareholders should take is set out in paragraph 8 of the circular .
Full details of the Disposal is set out in the extract from the circular set out below.
Copies of the circular and notice of General Meeting are available on the Company’s website: https://www.voyagerlife.uk
The Directors of the Company are responsible for the release of this announcement.
ENDS
Enquiries:
|
Mendell Helium plc
Nick Tulloch, CEO
|
Tel: +44 (0) 1738 317 693
|
|
Cairn Financial Advisers LLP (AQSE Corporate Adviser)
Ludovico Lazzaretti/Liam Murray
|
Tel: +44 (0) 20 7213 0880 |
|
SI Capital Limited (Broker)
Nick Emerson |
Tel: +44 (0) 1483 413500 |
|
Stanford Capital Partners Ltd (Broker)
Patrick Claridge/Bob Pountney
|
Tel: +44 (0) 203 3650 3650/51
|
|
Brand Communications (Public & Investor Relations)
Alan Green
|
Tel: +44 (0) 7976 431608 |
To all Shareholders,
Disposal of Plant Based Health & Wellness Business and Notice of General Meeting
1. Introduction
On 14 October 2024, Mendell Helium announced the conditional disposal of its plant based health & wellness business to Orsus, a private label turnkey solutions provider specialising in developing, formulating, marketing & sales of health and wellness products for global brands. The consideration comprises shares and warrants in Orsus as set out below.
The Disposal will constitute a fundamental change of business of the Company under Rule 3.7 of the AQSE Exchange Rules and is therefore conditional on, inter alia, the passing of the Resolution at the General Meeting.
Following the Disposal, the Company will have disposed of all of its operating subsidiaries and will be deemed an Enterprise Company under the AQSE Exchange Rules. The Board’s intention is to exercise the Option to acquire the entire issued share capital of M3 Helium as set out in the announcement made by the Company on 27 June 2024. Exercise of the Option will constitute a reverse takeover under rule 3.6 of the AQSE Exchange Rules, therefore the Company will need to seek readmission of its ordinary to trading on the AQSE Growth Market.
There is no certainty that the Company’s option to acquire M3 Helium will be exercised, nor that the enlarged group will successfully complete its re-admission to trading on the AQSE Growth Market.
Accordingly, Shareholder approval for the Disposal is being sought at the General Meeting to be held at 11.30 a.m. on 11 November 2024. The notice convening the General Meeting and setting out the Resolution to be considered at it is set out at the end of this document. A summary of the action you should take is set out in paragraph 8 below.
Further details of the Disposal are set out below.
The purpose of this document is to give you details of the Disposal including the background to and reasons for it, to explain why the Directors consider it to be in the best interests of the Company and its Shareholders and stakeholders as a whole and recommend that you vote in favour of the Resolution to be proposed at the General Meeting.
2. Background to and reasons for the Disposal
As announced on 27 June 2024, the Company has an option to acquire M3 Helium Corp., a producer of helium which is based in Kansas and holds an interest in six wells. There is no certainty that the Company’s option to acquire M3 Helium will be exercised, nor that the enlarged group will successfully complete its re-admission to trading on the AQSE Growth Market.
Pursuant to its proposed exercise of the Option, the Company is seeking to simplify its operations as it focuses on helium production. The Voyager business is currently loss-making and the effect of the Disposal will be that the Company can apply all of its cash resources on its new operations, subject to the exercise of the Option.
3. Information on Voyager
Voyager’s plant-based health and wellness operations comprise:
· Manufacturing facility in Perth, Scotland producing both products for own brand and third party customers (VoyagerCann)
· E-commerce and wholesale operations based in Perth, Scotland
· Three brands: Voyager, Ascend Skincare and Amphora
· Three retail stores in Scotland (St Andrews, Dundee and Edinburgh)
On 4 June 2024, Voyager announced that it had been successful in pitching for and winning a substantial new customer for VoyagerCann. The preliminary order for six product lines with an expected order value of over £30,000 has since been increased by plans to manufacture additional products for that customer, which is a leader in its field with retail stores across the UK and a strong online presence.
Since then, the Company has also received a series of orders worth over £38,000 for further products for one of its existing customers. That customer has since advised that certain of its products are expected to be stocked in well-known high street stores and, consequently, VoyagerCann’s order book is now stronger than at any time previously.
Within the Company’s own brand, Voyager, the most prominent customer is Pets at Home with four products available on Pets at Home’s website since November 2023. Furthermore, its Amazon profile has recently improved with a greater range of products now available for sale through its Prime channel.
In conjunction with Orsus, the Company is continuing to reinvigorate its e-commerce strategy with a plan for Voyager’s primary website to be re-written in Shopify and accompanied by a revised SEO (search engine optimisation), social media and digital marketing strategy. Shopify would provide more functionality and can also be integrated into the Company’s stores and used at external events (such as trade fairs).
With the low-cost acquisition of Amphora Health Limited earlier in the year, Voyager has 23 products validated on the FSA’s novel foods list, which the Board considers will be a key part of its e-commerce strategy. The acquisition also enabled entry into the potentially lucrative non-disposable vape market.
In the financial year ended 31 March 2024, the Company reported revenue of £304,000 with a gross margin of over 41%. Total assets were £929,000 and net assets £140,000. These figures are all substantially attributable to Voyager.
4. Principal terms of the Disposal
As announced on 14 October 2024, Mendell Helium entered into a share purchase agreement (“Share Purchase Agreement”) to dispose of Voyager’s plant based health and wellness business to Orsus. The Disposal is being effected by Orsus acquiring the Company’s wholly owned subsidiaries, being VoyagerCann Limited, Amphora Health Limited and Voyager Life Limited (the “Subsidiaries”), which, combined, own all of its health & wellness operations. The consideration for the Disposal is:
a. The issue of 9,000,000 new ordinary shares in Orsus (“Shares”) at a price of 5 pence per share to the Company, representing approximately 28% of the enlarged Orsus group
b. The issue of 6,000,000 new Orsus warrants (“Warrants”) to the Company, representing approximately 16% of the enlarged Orsus group’s existing share capital on a fully diluted basis
The Warrants will convert into new Orsus ordinary shares subject to the Voyager business contributing not less than £300,000 of revenues to the enlarged Orsus group and existing customers accounting for not less than £100,000 of such revenues in the first 12 months.
As the Disposal will result in a fundamental change in the Company’s business pursuant to Rule 3.7 of the AQSE Exchange Rules, it is therefore conditional on, inter alia, the passing of the Resolution at the General Meeting.
Pending shareholder approval, the Company and Orsus have agreed that 1 October 2024 is the effective date meaning that Orsus has assumed management control, and full profit & loss responsibility for Voyager from that date and Mendell Helium has no further obligation to contribute to the running costs of the Voyager plant based health & wellness business.
Prior to completion of the Disposal, Mendell Helium will transfer all of Voyager’s business into the Subsidiaries. This includes the operations of the Company’s retail shops in Dundee, St Andrews and Edinburgh. Agreements have been reached to sublet the shops in St Andrews and Edinburgh. Owing to rising rents since the Company commenced trading from these premises, Mendell Helium expects to make a small profit from the subletting (after taking account of legal fees and agents’ commissions in the first year). The Dundee shop will be the responsibility of Orsus.
It is Mendell Helium’s intention to transfer the Shares and Warrants to the Company’s shareholders on a pro rata basis. This will allow Mendell Helium to focus on its proposed new business of helium production in Kansas whilst also giving shareholders a direct and continuing stake in Voyager’s operations. Further details will be announced in due course.
The Share Purchase Agreement contains warranties given by the Company relating to the Company’s power and authority to enter into and perform its obligations under the transaction contemplated by the Share Purchase Agreement.
In addition, a number of business warranties are given by the Company to Orsus (for example in respect of employment, assets, trading, litigation and intellectual property). Orsus’ recourse against the Company for breach of warranties, indemnifications and otherwise under the Share Purchase Agreement is limited to certain agreed liability caps, with an overall maximum liability capped at £450,000 (being the value of the Shares).
The shares in the Subsidiaries will be transferred free of all encumbrances.
The Share Purchase Agreement is governed by the laws of England and Wales.
5. Information on Orsus
Orsus Therapeutics was established in 2021 as a special purpose acquisition vehicle to become an end-to-end provider of health and wellness solutions and products via a buy and build strategy. Through the acquisition of Voyager, it is seeking to become a leading private label turnkey solutions provider specialising in developing, formulating, marketing & sales of health and wellness products for global brands. Using Voyager’s facilities as its base in Perth, Scotland, Orsus has ambitious plans to build a leading health and wellness solutions business, offering a full creation and production vendor service to brands globally.
Aditya (“Harry”) Chathli, a founder Director of Orsus, is Non-Executive Chairman of Chill Brands Group PLC, a company which Nick Tulloch, CEO of Mendell Helium, is a Non-Executive Director.
Audited financial information on Orsus for the year ended 30 June 2023
|
Profit before taxation |
£(76,238) |
|
Total assets |
£339,646 |
|
Net assets |
£325,967 |
|
Cash |
£335,146 |
6. The effect of the Disposal on the Company
Following the Disposal, the Company will have disposed of all of its operating activities and will be an Enterprise Company under the AQSE Exchange Rules. The Board’s intention is to exercise the Option to acquire the entire issued share capital of M3 Helium as set out in the announcement made by the Company on 27 June 2024. There is no certainty that the Company’s option to acquire M3 Helium will be exercised, nor that the enlarged group will successfully complete its re-admission to trading on the AQSE Growth Market.
The Disposal will result in the Company significantly reducing its working capital requirements.
7. General Meeting
A notice convening the General Meeting to be held at the Arran House, Arran Road, Perth, Perthshire PH1 3DZ at 11.30 a.m. on 11 November 2024 is set out at the end of this document. At the General Meeting, the Resolution will be proposed as an ordinary resolution, which means that to be passed, more than half the votes cast must be cast in favour of the resolution.
This Resolution is to approve the Disposal and to authorise the Directors to take all steps necessary or desirable to complete the Disposal. In order for the Resolution to be passed, a simple majority (being more than 50 per cent.) of votes cast (in person or by proxy) must be in favour of the Resolution.
8. Action to be taken
The Notice of General Meeting is set out on page 12 of this Circular and this letter explains the items to be transacted at the General Meeting.
A Form of Proxy for use at the General Meeting is enclosed. If you wish to validly appoint a proxy, the Form of Proxy should be completed and signed in accordance with the instructions printed thereon, and returned by post so as to be received by Share Registrars not later than 11.30 a.m. on 7 November 2024.
9. Recommendation
The Directors consider the Disposal to be in the best interests of the Company and the Shareholders as a whole and, accordingly, unanimously recommend that Shareholders vote in favour of the Resolution as they intend to do so in respect of their own beneficial holdings amounting, in aggregate, to 5,575,916 Ordinary Shares, representing approximately 12.7 per cent. of the Existing Share Capital.
Yours faithfully,
Eric Boyle
Chairman
|
2024 |
|
|
Publication and despatch of this document
|
25 October |
|
Latest time and date for receipt of Forms of Proxy
|
11.30 a.m. on 7 November |
|
General Meeting
|
11.30 a.m. on 11 November |
|
Result of General Meeting announced via RIS
|
11 November |
Notes:
(1) All of the above timings refer to London time unless otherwise stated.
(2) The dates and timing of the events in the above timetable and in the rest of this Document are indicative only and may be subject to change.
(3) If any of the above times or dates should change, the revised times and/or dates will be notified by an announcement through an RIS.
The following definitions shall apply throughout this document unless the context requires otherwise:
Definitions
The following definitions shall apply throughout this document unless the context requires otherwise:
|
“Act” |
the Companies Act 2006, as amended from time to time |
|
“AQSE” |
Aquis Stock Exchange Limited, a UK-based stock market providing primary and secondary markets for equity and debt products and which is permissioned as a Recognised Investment Exchange |
|
“AQSE Exchange Rules” |
the AQSE Growth Market Access Rulebook, which set out the admission requirements and continuing obligations of companies seeking admission to, and whose shares are admitted to trading on, the Access segment of the AQSE Growth Market |
|
“AQSE Growth Market” |
the Access Segment of the AQSE Exchange Growth Market operated by AQSE |
|
“Board” |
the board of Directors of the Company |
|
“CBD” |
cannabidiol, a phytocannabidiol found in the cannabis plant |
|
“Certificated” or “in certificated form” |
a share or other security which is not in uncertificated form (that is, not in CREST) |
|
“Circular” or “Document” |
this document dated 25 October 2024 |
|
“Company” or “Mendell Helium” |
Mendell Helium plc, a company incorporated in Scotland with registered number SC680788 |
|
“CREST” |
the relevant system (as defined in the CREST Regulations) for paperless settlement of share transfers and the holding of shares in uncertificated form which is administered by Euroclear UK & Ireland Limited |
|
“CREST Regulations” |
the Uncertificated Securities Regulations 2001 (SI 2001/3755) as amended |
|
“Directors” or “Board” |
Eric James Boyle, Nicholas (“Nick”) George Selby Tulloch and Jillian (“Jill”) Maree Overland as at the date of this document (but Jill Overland is stepping down from the Board on 6 November 2024) |
|
“Disposal” |
the proposed sale of the Company’s plant based health & wellness business to Orsus |
|
“Existing Share Capital” |
the 43,885,494 Ordinary Shares in issue at the date of this document, all of which are admitted to trading on the AQSE Growth Market; |
|
“FCA” |
the UK Financial Conduct Authority |
|
“Form of Proxy” |
the form of proxy accompanying this Document for use at the General Meeting |
|
“General Meeting” |
the general meeting of the Company to be held at 11.30 a.m. 11 November 2024 atArran House, Arran Road, Perth, Perthshire PH1 3DZ, notice of which is set out on page 12 of this Document |
|
“ISIN” |
the International Securities Identification Number |
|
“M3 Helium” |
M3 Helium Corp., a company incorporated and registered in the state of Delaware, U.S.A. with registration number 7514135 whose registered office is at 4601 E Douglas Ave, STE 150, Wichita, Kansas 67218, United States |
|
“Notice of General Meeting” |
the notice of General Meeting set out on page 12 of this Document |
|
“Option” |
the exclusive option agreement to acquire the entire issued and to be issued share capital of M3 Helium by issuing 57,611,552 new Ordinary Shares to M3 Helium’s shareholders |
|
“Ordinary Shares” |
ordinary shares of £0.01 each in the capital of the Company |
|
“Orsus” |
Orsus Therapeutics plc, a company incorporated and registered in England and Wales with registered number 13374907 |
|
“Recognised Investment Exchange” |
an investment exchange recognised by the FCA under the Financial Services and Markets Act 2000 |
|
“Registrar” |
Share Registrars Limited, the Company’s registrar |
|
“Regulatory Information Service” or “RIS” |
any channel recognised as a channel for the dissemination of information as defined in the glossary of terms in the AQSE Exchange Rules |
|
“Resolution” |
the resolution to be proposed at the General Meeting and as described on page 12 of this Document |
|
“SEDOL” |
the Stock Exchange Daily Official List Identification Number |
|
“Shareholders” |
the holders of Ordinary Shares from time to time |
|
“UK” or “United Kingdom” |
the United Kingdom of Great Britain and Northern Ireland |
|
“uncertificated” or “in uncertificated form” |
securities recorded on a register of securities maintained by Euroclear UK & Ireland Limited in accordance with the CREST Regulations as being in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST |
|
“Voyager” |
the operating subsidiaries of the Company, being VoyagerCann Limited, Amphora Health Limited and Voyager Life Limited which form the Company’s plant based health & wellness business |
Overview of M3 Helium and the Hugoton North Play
Mendell Helium, formerly Voyager Life plc, announced on 27 June 2024 that it has entered into an option agreement to acquire the entire issued share capital of M3 Helium through the issue of 57,611,552 new ordinary shares in Mendell Helium to M3 Helium’s shareholders. The exercise of the option will constitute a reverse takeover pursuant to AQSE Rule 3.6 of the Access Rule Book and is subject to, inter alia, publication of an admission document.
M3 Helium has interests in six wells in South-Western Kansas of which three (Peyton, Smith and Nilson) are in production. Five of the company’s wells are within the Hugoton gas field, one of the largest natural gas fields in North America. Significantly these wells are in the proximity of a gathering network and the Jayhawk gas processing plant meaning that producing wells can quickly be tied into the infrastructure.
The sixth well is in Fort Dodge and was tested in July 2024 as containing 5.1% helium composition. Although not within direct access to the gathering network, M3 Helium owns a mobile Pressure Swing Adsorptionproduction plant which could be used to purify the helium on site.
FORWARD LOOKING STATEMENTS
This announcement includes “forward-looking statements” which include all statements other than statements of historical facts, including, without limitation, those regarding the Company’s financial position, business strategy, plans and objectives of management for future operations, or any statements preceded by, followed by or that include the words “targets”, “believes”, “expects”, “aims”, “intends”, “will”, “may”, “anticipates”, “would”, “could” or “similar” expressions or negatives thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Company’s control that could cause the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Company’s present and future business strategies and the environment in which the Company will operate in the future. These forward-looking statements speak only as at the date of this announcement. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based unless required to do so by applicable law.
#MDH Mendell Helium – DIRECTORATE CHANGE
Mendell Helium announces that Jill Overland, a non-executive director of the Company, will be stepping down from the Board at the Company’s forthcoming annual general meeting on 6 November 2024 (“AGM”).
Mrs Overland works as a finance director of another company. In recent months, that role has become more time consuming to the extent that she feels she cannot commit sufficient time to Mendell Helium. As a consequence, she has notified the Board of her resignation and her intention to leave on that date.
Mendell Helium intends to assess the composition of its board, including making new appointments, at the time of its proposed acquisition of M3 Helium Corp.
Resolution 3 in the notice of AGM, which was to approve Mrs Overland’s re-election to the board, will be withdrawn at the AGM.
Eric Boyle, Chairman of Mendell Helium, said: “Jill has been a member of our board for over three years, including throughout our time as an AQSE quoted company. Her knowledge and enthusiasm for our operations has been invaluable as our business has developed. On behalf of the Board and all of the Mendell Helium team, I thank her for all that she has done for us and we wish her well in the future.”
As announced on 27 June 2024, the Company has an option to acquire M3 Helium Corp., a producer of helium based in Kansas and with an interest in six wells. There is no certainty that the Company’s option to acquire M3 Helium will be exercised, nor that the enlarged group will successfully complete its re-admission to trading on the AQSE Growth Market.
The Directors of the Company are responsible for the release of this announcement.
ENDs – Enquiries:
|
Mendell Helium plc
Nick Tulloch, CEO
|
Tel: +44 (0) 1738 317 693
|
|
Cairn Financial Advisers LLP (AQSE Corporate Adviser) Ludovico Lazzaretti/Liam Murray |
Tel: +44 (0) 20 7213 0880 |
|
SI Capital Limited (Broker) Nick Emerson |
Tel: +44 (0) 1483 413500 |
|
Stanford Capital Partners Ltd (Broker) Patrick Claridge/Bob Pountney |
Tel: +44 (0) 203 3650 3650/51
|
|
Brand Communications (Public & Investor Relations) Alan Green |
Tel: +44 (0) 7976 431608 |
Quoted Micro 21 October 2024
AQUIS STOCK EXCHANGE
ProBiotix Health (PBX) has sent out a circular for the requisitioned general meeting on 1 November. The meeting has been requisitioned by Seneca Partners and related investors that hold 5.46% in total. Seneca Partners is also an investor in AIM-quoted OptiBiotix Health (LON: OPTI), which is also unhappy with the current management, but a relationship agreement means that it could not requisition a general meeting. OptiBiotix Health and related individuals own 37.95% and will vote in favour of the resolutions. ProBiotix Health wants to block these shares from being voted. The first resolution is to remove the chief executive Steen Andersen and the second is to remove non-exec Frederik Bruhn-Petersen, whose firm recently subscribed for shares, a funding that OptiBiotix Health was unhappy about. Seneca Partners and OptiBiotix Health are also unhappy that the chief executive wanted to leave the Aquis Stock Exchange.
Marula Mining (MARU) is finalising negotiations to establish a new joint venture with a Chinese battery manufacturer and lithium offtake partner at the Blesburg lithium and tantalum mine. This would be for a lithium acid leaching processing plant, which could be commissioned by next summer. This will use spodumene from the mine and could produce 2,000 tonnes of high-grade lithium product each year. A subscription of £750,000, which comes through the issue of 15 million shares at 5p each via the AUO Commercial Brokerage LLC subscription agreement, will be used to fund the installation of an ore sorter at Blesburg and the costs of other projects. Gathoni Muchai Investments, where Marula Mining board member Jason Brewer is a director, bought 430,000 shares at 5.96p each.
At the end of the three months to September 2024, Arbuthnot Banking (ARBB) customer deposit balances were £3.8bn and customer loans £2.5bn. Funds under management and administration have grown 18% to more than £2bn in the nine months to September 2024. Arbuthnot Banking has completed its move to new offices in the City of London. Management is assessing the proposed new capital rules and deciding if strategy changes will be required. The Budget could also affect strategy.
Substrate Artificial Intelligence (SAI) intends to leave the Aquis Stock Exchange, although it will remain on the BME growth market in Spain. The cancellation of trading on Aquis will happen on 15 November.
Invinity Energy Systems (IES) is extending the expiry date of the 8.67 million options, exercisable at 175p/share, held by Gamesa Electric to 10 May 2025. Employee share options will be extended until 21 November 2029.
Mendell Helium (MDH) has agreed to sell its plant-based health and wellness business to Orsus Therapeutics, which will leave the seller with a 28% stake plus six million warrants in the buyer. This is conditional on shareholder approval. The Orsus Therapeutics shares may be distributed to Mendell Helium shareholders. Mendell Helium has an option to acquire Kansas-focused M3 Helium.
Inqo Investments (INQO) has made an investment in Empower Clean Cooking. Uganda-based Empower produces biomass pellets for cooking fuel.
Vehicle electrification technology developer Equipmake (EQIP) is supplying its zero emission drivetrain for use in Textron Safeaero 220 airside de-icing vehicles. There were successful trials earlier in the year.
Former Made Tech (MTEC) finance director Deborah Lovegrove has taken on the same role at All Things Considered (ATC).
AIM
Pulsar Helium Inc (PLSR) shares were already trading on TSX-V and the OTCQB Venture Market and the additional cash raised by coming to AIM on 18 October and raising £3.875m at 25p/share. This will fund further exploration in of the Topaz helium project in northern Minnesota, close to the Canadian border. So far, an appraisal well has been drilled and this confirmed the presence of helium. This will be drilled deeper. There were 1.47 million shares traded on the first day. Having opened on 29p the shares closed the day at 27.5p.
Mothercare (MTC) shares returned from suspension following the 2023-24 results publication and refinancing. There is a new £8m two-year loan facility from Gordon Brothers, which receives 43.4 million warrants exercisable at 8.5p/share. There is also a joint venture with Reliance Brands, which will acquire 51% for £16m, covering the Indian sub-continent. In the year to March 2024, underlying pre-tax profit dipped from £3.4m to £3.1m. Overall revenues continue to decline, and Cavendish expects a small loss this year.
Joshua Alliance is offering 40p/share in cash for each share in N Brown Group (BWNG). The share price has not been this high since February 2023. The Alliance family and related parties already own 53.4% of N Brown. The bid values the fashion brands company at £191m. The chief executive and finance director of N Brown will elect for a share alternative.
Motor dealer Vertu Motors (VTU) had a strong September sales period, and it continues to outperform the sector, particularly in electric vehicle sales. Strong aftersales business and a stabilised second hand car market means that the outlook is positive. In the six months to August 2024, revenues were 3% ahead at £2.49bn. Full year revenues are expected to be flat and pre-tax profit slightly higher at £38m. NAV of 112.8p/share is forecast. A further £3m share buy back is planned.
Weak interior design markets, particularly in the UK, hit interim the figures of Sanderson Design Group (SDG). The timing of licensing revenues exacerbated the downturn in underlying pre-tax profit from £6.8m to £2.2m. The dividend has been reduced by one-third to 0.5p/share. Net cash fell to £9.6m at the end of July 2024.Trading continues to weaken with a 10% downturn in revenues so far in this financial year. The aftermath of the UK Budget and the US election could determine the full year outcome. Investec has reduced its pre-tax profit forecast by 8% to £7.5m, down from £12.2m last year.
Digital mental health services provider Kooth (KOO) says the State of Pennsylvania has terminated its contract with the AIM company. The contract started on 11 October 2022 and the end date was extended from June 2024 to June 2025. However, there is a right to terminate with a 30-day notice period. Kooth says that it was negotiating a new contract, and it is unsure what the status of ongoing work will be. When it was announced, the contract was said to be worth $3m in its pilot year.
Approval for further development of the Wressle field in Lincolnshire has been revoked, because of a legal challenge that greenhouse gas emissions were not taken into account in the original decision. Union Jack Oil (UJO) has a 40% interest in the Wressle development and Europa Oil & Gas (EOG) owns 30%. A revised application for Wressle can be made with additional data on emissions. The existing production continues.
Executive search company Norman Broadbent (NBB) says third quarter revenues are 16% lower than last year at £2.7m. Even so, it was the strongest quarter of the year. September was particularly strong.
CloudCoCo (CLCO) is selling its managed IT services business for £9.2m. This will discharge liabilities, including the MXC loan notes, and leave cash of £950,000. If the sale does not go ahead management will need to consider if there is a future for the group. There are also discussions concerning the sale of the Connect business. The focus will be on the product reseller business.
Decision making software provider ActiveOps (AOM) grew first half revenues by 9% to £14.3m. Annualised recurring revenues are £26.2m. Net revenue retention is 1085. There is cash of £13.4m. Demand is being driven by organisations needing to reduce the cost base. Investment in sales will pay off next year.
Iodine supplier Iofina (IOF) is on course to meet iodine production guidance for this year. There was 163.9 metric tonnes produced in the third quarter. Iodine prices have been higher than in the first half when they were $66.84/kg.
Armadale Capital (ACP) proposes a cancellation of the AIM quotation because it believes that being public does not benefit the company because of the costs. Armadale Capital needs to reduce the cash burn and sell non-core assets. The resources company can be more flexible as a private company. A general meeting will be held on 1 November.
Emmerson (EML) says that the regional authority in Morocco have made an unfavourable environmental recommendation relating to the Khemisset potash project. The full decision is not yet available. Emmerson had previously appealed against the regional authority’s decision not to approve the project under environmental grounds.
MAIN MARKET
Online travel hostel agency Hostelworld (HSW) has moved into a net cash position and trading is in line with expectations even though there has been a small fall in revenues in the nine months to September 2024 due to lower average booking values. Direct marketing costs are down from 51% of revenues to 46%, while operating costs are also lower. Four-fifths of bookings are from social media. Capital allocation policy is being assessed.
Kitchenware retailer ProCook Group (PROC) says second quarter trading shows it is outperforming the market. Interim revenues are 8% ahead at £28.3m with like-for-like revenues 4% higher. The fastest growth is in ecommerce, helped by the relaunch on Amazon, but retail is also recovering. Higher inventory levels meant that net debt has moved up to £4.2m.
Property investor Town Centre Securities (TOWN) is no longer a REIT. That means that there is more flexibility for the business. EPRA net tangible assets slipped 2.5% to 277p/share at the end of June 2024. The loan to value ratio is 50.8%. The final dividend is 2.5p/share.
The space sector is attracting more investment and Seraphim Space Investment Trust (SSIT) will benefit. In the year to June 2024, the NAV improved from 92.9p/share to 96.2p/share, helped by share buy backs. Many of the investment portfolio are reaching maturity and Astroscale has floated on the Tokyo Stock Exchange.
Shell company Dukemount Capital (DKE) has raised £98,500 from a share issue at 0.025p/share and £51,500 from convertible loan notes with the same conversion price. Loans were previously converted into shares and £300,000 was raised earlier in the year at 0.04p/share. Th outstanding warrants are being repriced to 0.0375p. Richard Edwards has joined the board, and he owns one-quarter of the company.
Andrew Hore
Mendell Helium #MDH – Disposal of plant based health & wellness business
Mendell Helium is pleased to announce the conditional disposal (“Disposal”) of its plant based health & wellness business (“Voyager”) to Orsus Therapeutics plc (“Orsus”), a private label turnkey solutions provider specialising in developing, formulating, marketing & sales of health and wellness products for global brands.
As announced on 27 June 2024, the Company has an option to acquire M3 Helium Corp., a producer of helium based in Kansas and with an interest in six wells. There is no certainty that the Company’s option to acquire M3 Helium will be exercised, nor that the enlarged group will successfully complete its re-admission to trading on the AQSE Growth Market.
Highlights
- Mendell Helium will own approximately 28% of Orsus with further upside based on the achievement of revenue targets
- The Board will explore arrangements to distribute the Orsus shares on a pro rata basis directly to the Company’s shareholders
- Mendell Helium has no further obligation to contribute to the running costs of the plant based health & wellness business with effect from 1 October 2024
- Disposal will be conditional on shareholder approval at a forthcoming general meeting
Transaction summary
Further to the announcement of 30 September 2024 in which the Company stated that it had entered into heads of terms to dispose of its plant based health & wellness business, Mendell Helium is now pleased to confirm that a share purchase agreement has been signed to dispose of Voyager’s plant based health and wellness business to Orsus. The Disposal is being effected by Orsus acquiring three of the Company’s wholly owned subsidiaries, being VoyagerCann Limited, Amphora Health Limited and Voyager Life Limited, which, combined, own all of its health & wellness operations. The consideration for the Disposal is:
- The issue of 9,000,000 new ordinary shares in Orsus (“Shares”) at a price of 5 pence per share to the Company, representing approximately 28% of the enlarged Orsus group
- The issue of of 6,000,000 new Orsus warrants (“Warrants”) to the Company, representing approximately 16% of the enlarged Orsus group’s existing share capital on a fully diluted basis
The Warrants will convert into Shares subject to Voyager’s business contributing not less than £300,000 of revenues to the enlarged Orsus group and existing customers accounting for not less than £100,000 of such revenues in the first 12 months.
As the Disposal will result in a fundamental change in the Company’s business pursuant to rule 3.7 of the AQSE Growth Market Access rulebook, it is conditional on shareholder approval which will be sought at the time of the publication of the admission document in connection with Mendell Helium’s proposed acquisition of M3 Helium Corp. which is anticipated later in Q4 2024.
Pending shareholder approval, the Company and Orsus have agreed that the effective date of the Disposal is 1 October 2024 meaning that Orsus will assume management control, and full profit & loss responsibility for Voyager from that date and Mendell Helium has no further obligation to contribute to the running costs of the Voyager plant based health & wellness business.
It is Mendell Helium’s intention to transfer the Shares and Warrants to the Company’s shareholders on a pro rata basis. This will allow Mendell Helium to focus on its proposed new business of helium production in Kansas whilst also giving shareholders a direct and continuing stake in Voyager’s operations. Further details will be announced in due course.
About Voyager
Voyager’s plant-based health and wellness operations comprise:
- Manufacturing facility in Perth, Scotland producing both products for own brand and third party customers (VoyagerCann)
- E-commerce and wholesale operations based in Perth, Scotland
- Three brands: Voyager, Ascend Skincare and Amphora
- Three retail stores in Scotland (St Andrews, Dundee and Edinburgh)
Although the Directors concluded earlier this year that the scale of these operations is not large enough in the short term to justify being a standalone public company, there have been considerable successes in the business. On 4 June 2024, Voyager announced that it had been successful in pitching for and winning a substantial new customer for VoyagerCann. The preliminary order for six product lines with an expected order value of over £30,000 has since been increased by plans to manufacture additional products for that customer, which is a leader in its field with retail stores across the UK and a strong online presence.
Since then, the Company has also received a series of orders worth over £38,000 for further products for one of its existing customers. That customer has since advised that certain of its products are expected to be stocked in well-known high street stores and, consequently, VoyagerCann’s order book is now stronger than at any time previously.
Within the Company’s own brand, Voyager, the most prominent customer is Pets at Home with four products available on Pets at Home’s website since November 2023. Furthermore, its Amazon profile has recently improved with a greater range of products now available for sale through its Prime channel.
In conjunction with Orsus, the Company is continuing to reinvigorate its e-commerce strategy with a plan for Voyager’s primary website to be re-written in Shopify and accompanied by a revised SEO, social media and digital marketing strategy. Shopify would provide more functionality and can also be integrated into the Company’s stores and used at external events (such as trade fairs).
With the low-cost acquisition of Amphora Health Limited earlier in the year, Voyager now has 23 products validated on the FSA’s novel foods list, which the Board considers will be a key part of its e-commerce strategy. Just as significantly, the acquisition has enabled entry into the potentially lucrative non-disposable vape market.
In the financial year ended 31 March 2024, the Company reported revenue of £304,000 with a gross margin of over 41%. Total assets were £929,000 and net assets £140,000. These figures are all substantially attributable to Voyager.
About Orsus
Orsus Therapeutics was established in 2021 as a special purpose acquisition vehicle to become an end-to-end provider of health and wellness solutions and products via a buy and build strategy. Through the acquisiton of Voyager, it is set to become a leading private label turnkey solutions provider specialising in developing, formulating, marketing & sales of health and wellness products for global brands. Using Voyager’s facilities as its base in Perth, Scotland, Orsus has ambitious plans to build a leading health and wellness solutions business, offering a full creation and production vendor service to brands globally.
Nick Tulloch, Chief Executive Officer of Mendell Helium, said: “We are delighted to announce the conditional disposal of our plant based health & wellness business with Orsus. Voyager is four years old and, in that time, has established three brands within the UK’s CBD market and, most importantly through VoyagerCann, a reputation for high quality manufacture of white label and third party products. We have several high profile and substantial customers which we believe will grow their product range over the coming months and years.
“A key attraction of the combination with Orsus is that we are working with people we know and who have particular expertise in the health & wellness market. Orsus has already put in place plans to invest in and expand the business and, through the terms of the Disposal, our shareholders stand to benefit from the enlarged operations. In time we aim to transfer the shares and warrants we receive in Orsus to our shareholders thereby giving them interests in both our potential new helium operations as well as our enlarged health & wellness business.”
Dr Adi Zuloff-Shani, Chair of Orsus Therapeutics, said: “The acquisition of Mendell Helium’s plant-based health and wellness business not only enhances Orsus’ portfolio but also positions us to establish a world-class facility in Perth, Scotland as our base to serve brands globally. By merging the Voyager team with ours , we will leverage our joint expertise and comprehensive understanding of market trends to provide turnkey solutions for global health and wellness brands across various categories. Through meticulous design, expert formulation, rapid manufacturing and stringent quality control, our commitment to excellence and innovation remains steadfast as well as todelivering exceptional products for our clients.”
Aditya (“Harry”) Chathli, a founder Director of Orsus, is Non-Executive Chairman of Chill Brands Group PLC, a company which Nick Tulloch is a Non-Executive Director.
This announcement contains inside information for the purposes of the UK Market Abuse Regulation and the Directors of the Company are responsible for the release of this announcement.
ENDS
Enquiries:
| Mendell Helium plc
Nick Tulloch, CEO
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Tel: +44 (0) 1738 317 693
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| Cairn Financial Advisers LLP (AQSE Corporate Adviser)
Ludovico Lazzaretti/Liam Murray
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Tel: +44 (0) 20 7213 0880 |
| SI Capital Limited (Broker)
Nick Emerson |
Tel: +44 (0) 1483 413500 |
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Stanford Capital Partners Ltd (Broker)
Patrick Claridge/Bob Pountney
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Tel: +44 (0) 203 3650 3650/51
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| Brand Communications (Public & Investor Relations)
Alan Green
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Tel: +44 (0) 7976 431608 |
Overview of M3 Helium and the Hugoton North Play
Mendell Helium, formerly Voyager Life plc, announced on 27 June 2024 that it has entered into an option agreement to acquire the entire issued share capital of M3 Helium through the issue of 57,611,552 new ordinary shares in Mendell Helium to M3 Helium’s shareholders. The exercise of the option will constitute a reverse takeover pursuant to AQSE Rule 3.6 of the Access Rule Book and is subject to, inter alia, publication of an admission document.
M3 Helium has interests in six wells in South-Western Kansas of which three (Peyton, Smith and Nilson) are in production. Five of the company’s wells are within the Hugoton gas field, one of the largest natural gas fields in North America. Significantly these wells are in the proximity of a gathering network and the Jayhawk gas processing plant meaning that producing wells can quickly be tied into the infrastructure.
The sixth well is in Fort Dodge and was tested in July 2024 as containing 5.1% helium composition. Although not within direct access to the gathering network, M3 Helium owns a mobile Pressure Swing Adsorption production plant which could be used to purify the helium on site.
FORWARD LOOKING STATEMENTS
This announcement includes “forward-looking statements” which include all statements other than statements of historical facts, including, without limitation, those regarding the Company’s financial position, business strategy, plans and objectives of management for future operations, or any statements preceded by, followed by or that include the words “targets”, “believes”, “expects”, “aims”, “intends”, “will”, “may”, “anticipates”, “would”, “could” or “similar” expressions or negatives thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Company’s control that could cause the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Company’s present and future business strategies and the environment in which the Company will operate in the future. These forward-looking statements speak only as at the date of this announcement. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based unless required to do so by applicable law.