Publication of Bitcoin Treasury Management Policy
Mendell Helium has officially enacted a Bitcoin Treasury Management Policy (referred to as the “BTC Policy”), following up on its previous announcement dated June 23, 2025. Key aspects of this policy are summarized below. Additionally, the company has issued 2,325,000 new ordinary shares at a rate of 2 pence each, in relation to director compensation and accrued advisory fees previously disclosed on June 23, 2025. Furthermore, as stated on June 27, 2024, the company has an option to acquire M3 Helium, a Kansas-based helium producer with interests in ten wells. However, the execution of this option and the potential successful re-admission of the enlarged group remain uncertain.
Key Terms of the BTC Policy
The BTC Policy outlines the company’s strategy for integrating bitcoin into its treasury management. M3 Helium predicts a significant increase in helium production in the upcoming months. Should the option to acquire M3 Helium be exercised, the Board plans to allocate up to 50% of the free cash flow generated from helium production towards purchasing bitcoin (BTC) as a long-term reserve asset. This approach aims to bolster the company’s financial stability by diversifying its assets and reducing dependence on traditional financial instruments. Additionally, the BTC Policy stipulates that up to 50% of excess cash may also be directed toward BTC purchases, factoring in future expenditures and working capital necessities. If BTC mining operations are initiated, all net returns from such mining will be sent to the company’s digital currency custodians. The policy explicitly prohibits speculative trading or the use of leveraged trading in BTC or other digital assets, ensuring the company remains focused on long-term asset preservation.
Custody and Security
To safeguard the bitcoin acquired, the company will engage a regulated custodian, which must be either registered with the FCA or regulated in the jurisdiction of its operations. The BTC Policy includes stringent security measures, such as mandatory storage in multi-signature wallets that require approval from at least two Board members, along with the use of offline cold storage to mitigate cyber threats.
Approved Investment Instruments
At the time of the BTC Policy’s adoption, the only asset permitted for the company to hold, aside from cash, is BTC. However, the policy allows the Board the flexibility to identify a list of alternative mainstream cryptocurrencies that may constitute up to 15% of the company’s treasury, provided these assets generate a yield. For instance, Ethereum could be considered, with any yields produced being used to acquire additional BTC or other Board-sanctioned alternative assets.
Supervision, Responsibilities, and Control Framework
A treasury committee will be established, consisting of at least one non-executive director, the financial controller, and the chief executive officer. This committee will oversee the implementation and compliance with the BTC Policy, conducting quarterly reviews.
Availability of the BTC Policy
The BTC Policy can be accessed on the company’s official website. Mendell Helium, alongside its digital asset advisors, is actively engaging with potential BTC custodians and anticipates selecting a preferred partner shortly, which will initiate the onboarding process. The company is also exploring feasible opportunities for BTC mining using uncommercial gas production, where helium is extracted and sold as part of M3 Helium’s core business, while the remaining gas will be utilized to power onsite servers. Notably, M3 Helium’s operations in Fort Dodge benefit from a well-developed network of main roads and communication systems.
New Share Issues
In line with the share-based remuneration arrangements disclosed on June 23, 2025, CEO Nick Tulloch is set to receive 1,125,000 new ordinary shares as compensation for £22,500 worth of accrued remuneration for the period from April 1, 2025, to June 30, 2025. These shares will be issued at a price of 2 pence each, matching the price of the company’s earlier subscription. Following this issuance, Tulloch’s total ordinary shareholding in the company will be detailed below, including shares held by his spouse and Fetlar Capital, a company controlled by the couple.
Additional Issue of Equity
The company has also decided to issue and allocate 1,200,000 new ordinary shares as compensation for £24,000 owed to a professional advisor, as part of its strategy to conserve cash resources. These shares will likewise be issued at a price of 2 pence each.
Admission
An application will be submitted for the 2,325,000 new ordinary shares to be listed on the Aquis Stock Exchange AQSE Growth Market, with admission expected to occur around 8:00 am on July 9, 2025. The new shares will hold equal standing with existing ordinary shares.
Total Voting Rights
Post-admission, the company’s expanded share capital will consist of 115,255,635 ordinary shares, each valued at 1 pence. Consequently, the total voting rights available within the company will be 115,255,635, a figure that shareholders can utilize as a basis for determining their notification obligations regarding interests in the company, in compliance with the Financial Conduct Authority’s Disclosure Guidance and Transparency Rules.
CEO’s Statement
Nick Tulloch, Chief Executive Officer of Mendell Helium, commented on the progress of M3 Helium’s recompletion work at the Rost well, which is on schedule for dewatering and production in July 2025. With M3 Helium set to advance into a new developmental phase, the company is expediting its treasury management strategies and is close to identifying a suitable BTC custodian. The primary goal is to have all necessary partnerships established prior to the start of production at Rost.
Inside Information
This announcement includes inside information as defined by the UK Market Abuse Regulation, and the Directors of the company are accountable for its release.
