Mr. Thomas Abraham-James reports
PULSAR HELIUM ANNOUNCES PROPOSED ACQUISITION OF MAJOR MINNESOTA LAND POSITION TO THE WEST OF TOPAZ PROJECT
Pulsar Helium Inc. has signed a non-binding term sheet to acquire up to 100 per cent of Quantum Hydrogen Inc. in an all-share transaction.
Highlights of the proposed transaction:
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Quantum holds exclusive mineral rights for non-hydrocarbon gases in Minnesota (59,100 gross acres) that are located in St. Louis and Itasca counties, to the west of Pulsar's flagship Topaz project;
- Around 1,000-per-cent increase to Pulsar's gross acreage in Minnesota, on completion of the proposed transaction:
- Proximal and prospective for helium and hydrogen, with geological traits analogous to the Topaz project, where recent testing at the Jetstream No. 1 appraisal well confirmed strong reservoir productivity, expected to support future production;
- The newly acquired acreage provides an opportunity to apply Pulsar's extensive subsurface knowledge in a conventional gas reservoir;
- Pulsar remains focused on achieving its core objective of becoming a major helium producer at Topaz, with this additional acreage being a low-cost, long-term addition intended for future exploration activities.
Thomas Abraham-James, president and chief executive officer of Pulsar, commented:
"The proposed transaction is a fortuitous opportunity to obtain additional non-hydrocarbon gas leases in Minnesota, complementing Pulsar's existing portfolio. The assets will expand our helium exploration footprint in Minnesota by approximately 1,000 per cent, providing us with additional acreage nearby to our flagship Topaz project, with similar geology that could potentially host helium accumulations.
"It is an exciting time for the company, with the recently announced testing results for Jetstream No. 1, the recently completed financing and the expansion of our acreage in Minnesota. This all-share transaction would allow us to preserve our cash for advancing Topaz, realizing its production potential, while simultaneously exploring the new but geologically familiar acreage for potential additional helium opportunities."
Strategic rationale for the proposed transaction
The mineral rights are situated within a non-hydrocarbon-bearing sedimentary basin that overlies Archaean crystalline basement, the same helium source rock type as at the Topaz project. While Topaz represents a helium discovery within fractured basement, the newly acquired acreage provides an opportunity to apply Pulsar's extensive subsurface knowledge in a conventional gas reservoir: helium generated in basement granites migrating into overlying sedimentary reservoirs sealed by mudstone and siltstone units. Pulsar has developed a strong technical foundation in identifying and characterizing helium migration pathways, source-proximity relationships, and structural controls through its work at Topaz. The acquisition would allow Pulsar to leverage its experience across additional acreage with similar helium generation potential. Pulsar's board believes this represents a logical and low-risk way to expand its exploration portfolio while remaining firmly within the company's core technical focus.
Terms of the transactions
Pulsar has entered a non-binding term sheet with Oscillate PLC to acquire its wholly owned subsidiary, Quantum. The term sheet includes a 120-day exclusivity period for the parties to execute a definitive agreement and Pulsar to complete its due diligence exercise.
Under the Oscillate term sheet, Pulsar will acquire 80 per cent of the issued share capital of Quantum. The consideration will be satisfied entirely through the issuance of new Pulsar common shares, with no cash component. The share consideration will be equivalent to $400,000 (U.S.), issued in five equal monthly tranches of $80,000 (U.S.) each over a five-month period. The number of shares in each tranche will be determined by the 30-day volume-weighted average price (VWAP) of Pulsar's shares prior to each issuance (subject to the minimum price allowable by the TSX Venture Exchange. Pulsar retains the right to acquire the remaining 20 per cent of Quantum within 18 months for an additional $400,000 (U.S.) in Pulsar shares, under the same terms and pricing mechanism.
The term sheet signed with Oscillate is non-binding in nature and does not create any obligation on any party to proceed with the proposed transaction. The only provisions of the term sheet that are legally binding at this stage are those relating to confidentiality, exclusivity, allocation of costs and governing law. All other terms remain subject to negotiation, completion of due diligence and execution of definitive agreements.
The securities to be issued in connection with the transaction will be subject to a four-month-and-one-day hold period (as required by the TSX-V). Completion of the proposed transaction remains subject to customary conditions, including completion of due diligence, definitive documentation, regulatory approvals (including TSX-V acceptance) and any required shareholder consents. Quantum is an early-stage exploration company with no current revenue and no reserves or defined helium or hydrogen resources. As such, the company does not expect the proposed transaction to have any material impact on Pulsar's financial results, operations or resource base in the near term.
The company also notes that Neil Herbert, a director of Pulsar, is a minority shareholder of Oscillate and accordingly abstained from all deliberations and voting on these transactions, in line with corporate governance best practices.
About the Topaz project
The Topaz project is located in northern Minnesota, United States, where Pulsar is the first mover and holds exclusive leases. Drilling at the Jetstream No. 1 appraisal well reached total depth (TD) of 5,100 feet (1,555 metres) in January, 2025, successfully penetrating the entire interpreted helium-bearing reservoir and beyond. The well had previously reached TD of 2,200 feet (671 metres) in February, 2024, identifying top-tier helium concentrations of up to 14.5 per cent, well above the 0.3-per-cent widely accepted economic threshold. In August, 2025, Jetstream No. 1 was flow tested using a wellhead compressor, delivering a peak gas flow rate of approximately 1.3 million cubic feet per day of dry, helium-rich gas. A multiwell drilling campaign at Topaz is set to commence in late September, 2025, to further define the reservoir and progress Pulsar's strategy to become a leading helium producer in response to growing global demand.
About Pulsar Helium Inc.
Pulsar Helium is a publicly traded company quoted on the AIM (Alternative Investment Market) of the London Stock Exchange and listed on the TSX-V with the ticker PLSR as well as on the OTCQB with the ticker PSRHF. Pulsar's portfolio consists of its flagship Topaz helium project in Minnesota, United States, and the Tunu helium project in Greenland. Pulsar is the first mover in both locations, with primary helium occurrences not associated with the production of hydrocarbons identified at each.
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