Helium One Global, the primary helium explorer in Tanzania, is pleased to announce a proposed fundraise of a minimum of £8.0 million (approximately US$10.2 million), before expenses, by way of a placing (the "Placing") and a direct subscription (the "Subscription") at a price of 0.50 pence per new ordinary share (the "Issue Price") (together, the "Fundraise").
The Placing is being conducted through an accelerated bookbuild process (the "Bookbuild") to be undertaken by Liberum Capital Limited ("Liberum"), and Zeus Capital Limited ("Zeus") acting as Joint Bookrunners (together the "Joint Bookrunners") and Axis Capital Markets acting as placing agent. The Bookbuild will commence immediately following the release of this announcement.
The final number of shares to be issued pursuant to the Fundraise (the "Fundraise Shares") will be announced as soon as reasonably practicable after the close of the Bookbuild.
The Fundraise will be effected by way of a cashbox placing of new Ordinary Shares in the Company for non-cash consideration, further details of which are set out below. The cashbox placing structure is being used to enable the Fundraise to complete as quickly as possible.
Summary
· Proposed Placing and Subscription to raise gross proceeds of a minimum £8.0 million (approximately US$10.2 million) (before expenses) at the Issue Price.
· The Placing will be made to certain existing shareholders and other institutional and high net worth investors.
· All of the directors of the Company and certain members of management have indicated an intention to participate in the Subscription up to an aggregate amount of approximately £35k (approximately US$44k).
· Issue Price of 0.50 pence per new ordinary share represents a discount of 56.5 per cent. to the closing mid-market price of the Company's existing ordinary shares on 7 June 2024, the last practicable date prior to this announcement.
· The net proceeds of the Fundraise will be utilised to complete an Extended Well Test ("EWT") on Itumbula West-1 to evaluate commercial flow rates of helium prior to the development phase, as well as providing additional funds for operational contingency.
· The timing for the close of the Bookbuild and allocation of the Fundraise Shares shall be at the discretion of the Joint Bookrunners, in consultation with the Company. For the avoidance of doubt, the Fundraise is not underwritten.
The Placing is conditional upon, amongst other things, Admission becoming effective and the placing agreement between the Company and the Joint Bookrunners becoming unconditional and not being terminated in accordance with its terms.
Further details of the terms and conditions of the Placing are set out in the Appendix to this announcement (which forms part of this announcement, such announcement and its Appendices together being the "Announcement").
The Appendix to this announcement (which forms part of this announcement) contains the detailed terms and conditions of the Placing. Members of the public are not eligible to take part in the Placing.
Lorna Blaisse, Chief Executive Officer, commented:
"Entering the appraisal phase of a project is a very exciting time for any exploration company. To be doing this on a newly established helium play and the first of its kind in Tanzania, makes this a very pivotal stage in the Company's development. We are on track to commence the EWT early in Q3 and have commenced the mobilisation of equipment required to perform this work. The rig is currently hot stacked on the Itumbula West-1 well pad, where the well has been cased and suspended and to enable a quick re-entry. We plan to deepen the well by a further 100m-150m to intersect more fractures within the shallow section of Basement, prior to commencing the important phase of testing."
"Capital raised through the proposed placing will enable the Company to complete the EWT operations ahead of submitting an application for a Mining License ("ML"). The results of the EWT will be integrated into a feasibility study and submitted, along with the ESIA study and certification, to the Mining Commission. Upon successful award of an ML, the Company will then look to commence the development phase of the southern Rukwa Project."