Pulsar Helium Inc. ("Pulsar" or the "Company"), a primary helium company, is pleased to announce that it intends to conduct an equity fundraising (the "Placing") to raise gross proceeds of approximately US$10.0 million (approximately 锟�7.4 million / CAD$13.7 million) at a price of 锟�0.80 (approximately CAD$1.47) per common share in the Company (the "Issue Price").
The Placing will be conducted by way of an accelerated bookbuild process managed by OAK Securities as exclusive bookrunner. The bookbuild will be launched immediately following this announcement in accordance with the terms and conditions set out in the Appendix to the Announcement. The timing of the closing of the bookbuild and allocations are at the absolute discretion of OAK Securities and the Company. It is currently envisaged that the result of bookbuild will be announced by the Company at approximately 07:00 (UK time) on February 20, 2026. The final number of new common shares in the Company to be placed at the Issue Price ("Placing Shares") will be determined at the close of the bookbuild.
锟� The Company intends to use the net proceeds of the Placing primarily to advance Pulsar's flagship Topaz helium project in Minnesota, USA
锟� A total of six appraisal wells have been drilled at Topaz (the sixth still in progress), all of which intersected pressurized gas, representing a 100% success rate to date and supporting the geological model for the project
锟� Exploration and appraisal work to date has identified concentrations of helium-3, a rare isotope of helium with strategic applications in national security, quantum computing and advanced energy technologies, providing additional potential upside. The presence of helium-3 has been independently confirmed by two U.S. Federal laboratories
Use of proceeds and timetable
Net proceeds received pursuant to the Placing will be used to advance Pulsar's flagship Topaz helium project in Minnesota, USA, to progress the Falcon Project in Michigan, and for general working capital purposes. At Topaz, the Company intends to undertake extended well testing and reservoir evaluation; conduct an additional seismic survey to enhance structural interpretation and reservoir modelling; consolidate and expand its mineral and leasehold interests; update the independent resource estimate; and complete a pre-feasibility study for integrated helium and CO2 production. The Company also intends to place deposits on certain long-lead processing equipment for the contemplated helium recovery and CO2 capture facility. In addition, a portion of the proceeds is expected to support geophysical, geochemical and related exploration activities at the Falcon Project. The Company intends to utilise the proceeds of the Placing as follows:
Closing of the Placing (and associated admission to trading on AIM of the Placing Shares) is anticipated to occur on or about February 27, 2026 ("Closing"), subject to the satisfaction of certain conditions, including, but not limited to, the receipt of all necessary regulatory and other approvals.
Additional information
The Placing will be conducted pursuant to Pulsar's Canadian base shelf prospectus dated February 11, 2026 (the "Base Shelf Prospectus"), a copy of which is available on the Company's profile on SEDAR+ at www.sedarplus.ca. A prospectus supplement (the "Prospectus Supplement") relating to the Placing will be filed on SEDAR+ later today. As the Prospectus Supplement and the Base Shelf Prospectus qualify the distribution of the Placing Shares sold pursuant to the Placing, the Placing Shares will not be subject to any resale restrictions in Canada. Such documents are not prospectuses for the purposes of the FCA's Prospectus Rules: Admission to Trading on a Regulated Market sourcebook.
The securities described herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any United States state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any available exemption from the registration requirements of the U.S. Securities Act and applicable United States state securities laws. This press release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Pulsar has appointed OAK Securities (a trading name of Merlin Partners LLP), to act as the Company's exclusive bookrunner and placement agent in connection with the Placing pursuant to a placing agreement. Subject to and conditional on Admission, OAK Securities will be paid an advisory fee of 锟�20,000, payable in cash and a cash commission in an amount equal to six per cent (6.0%) of the gross proceeds raised pursuant to the Placing. The Company will also issue OAK Securities warrants (the "Broker Warrants") to subscribe for 6.0% of the number of Placing Shares placed in the Placing, with such Broker Warrants being exercisable at a price per share equal to the Issue Price for 12 months from the date of the closing of the Placing. OAK Securities has the right to terminate the placing agreement where, at its sole discretion (but in consultation with the Company), due to a change in market, economic or financial conditions, the Placing is rendered temporarily or permanently impracticable or inadvisable.
The Placing Shares, when issued and fully paid, will rank pari passu in all respects with the existing Common Shares in issue and therefore will rank equally for all dividends or other distributions declared, made or paid after the issue of the new Placing Shares.
Completion of the Placing, is subject to certain closing conditions including, but not limited to, the receipt of all necessary approvals including receipt of conditional approval from the TSX-V.