Final Conversion and Termination of Agreement

13 October 2025

Helium One Global Ltd

("Helium One" or the "Company")

Final Conversion and Termination of Investment Agreement

Helium One Global (AIM: HE1), the primary helium explorer in Tanzania with a 50% working interest in the Galactica-Pegasus helium development project in Colorado, USA ("the Galactica Project"), provides the following update on the Investment Agreement as announced on 18 July.

Summary

·      Final conversion of £3.5million

·      Unconverted balance of £2.125 million to be repaid, together with termination fee of 12%

·      Investment Agreement to be terminated following final conversion and repayment

·      Operations still on track for Q4 ESP test in Tanzania and first gas in the USA before the end of the year 

James Smith, Non-Executive Chairman, commented:

"Working with our Galactica Partners, Blue Star Helium, we are delighted to announce that we have reduced our capital spending commitments on production equipment, by converting some of these to a leasing arrangement.  This has had the beneficial effect of enabling us to cancel the remaining CLN amounts due to our reduced capital requirements.  The Company remains in a healthy financial position and these changes will in no way impact the development programme in Tanzania or the timetable to first gas in the US which is expected before the year end."

Final Conversion

Further to the approval of the Investment Agreement dated 18 July 2025 by shareholders at a General Meeting held on 6 August 2025, the Company has agreed a final conversion totalling £3,500,000 from the Investors (the "Final Conversion") as per the terms of the Deed of Termination. The conversion price has been agreed at 0.218p and this will result in the allotment of 1,605,504,587 new Ordinary Shares.

Admission and Total Voting Rights

Applications have been made for the new Ordinary Shares to be admitted to trading on AIM ("Admission") and Admission is expected to become effective on 14 October 2025.

Upon Admission, the Company's issued ordinary share capital will consist of 9,322,158,881 Ordinary Shares with one voting right each. The Company does not hold any Ordinary Shares in treasury. Therefore, from Admission the total number of Ordinary Shares and voting rights in the Company will be 9,322,158,881. With effect from Admission, this figure may be used by Shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

Termination of Investment Agreement

The funds received under the Investment Agreement are being used to progress operations in both Tanzania and the US. These operations are progressing and remain on schedule with the Tanzanian Electronic Submersible Pump operation to commence this quarter, and first gas to be delivered in the US by the end of the year. Following a detailed and ongoing review of the US operational plan, the Operator of the Galactica-Pegasus project, Blue Star Helium, and the Company are now focussed on, and in the process of instigating, a development plan that reduces the need for early-stage capital expenditures. This will include leasing and financing arrangements for elements of the processing plant and the associated equipment that will reduce the upfront cash requirements. This revised development plan will have little or no impact on the timing of the development programme and expected first gas. 

In light of the revised development plan and noting the adverse share price reaction since the Investment Agreement was entered into, the Company has entered into a Deed of Termination with the Investors whereby the Investment Agreement will terminate immediately following Admission and repayment of the unconverted element of the Advance, together with an early termination fee of 12% (the "Repayment").  

Following the Final Conversion Notice, a total of £7,875,000 has been converted under the Investment Agreement, leaving an unconverted balance of £2,125,000. The Investors have agreed to waive their right to serve Conversion Notices for this outstanding balance, and accept a cash repayment from the Company, together with a 12% termination fee that is due under the terms of the Investment Agreement. The Repayment equates to £2,380,000 in aggregate and will be made on or before 14 October 2025.

With operations in both Tanzania and the US continuing at pace, the Company looks forward to providing further updates. 

For further information please visit the Company's website: www.helium-one.com   

Notes to Editors

Helium One Global, the primary helium explorer in Tanzania with a 50% working interest in the Galactica-Pegasus helium development project in Colorado, USA. The Company holds helium licenses within two distinct helium project areas, across two continents. With an expanding global footprint, the Company has the potential to become a strategic player in resolving a supply-constrained helium market.

The Company's flagship southern Rukwa Project is located within the southern Rukwa Rift Basin in south-west Tanzania.  This project entering a full appraisal and development stage following the success of the 2023/24 exploration drilling campaign, which proved a helium discovery at Itumbula West-1 and, following an extended well test ("EWT"), successfully flowed 5.5% helium continually to surface in Q3 2024.

Following the success of the EWT, the Company filed a Mining Licence ("ML") application with the Tanzania Mining Commission in September 2024 and the 480km² ML was formally awarded to the Company in July 2025.

The Company also owns a 50% working interest in the Galactica-Pegasus helium development project in Las Animas County, Colorado, USA. This project is operated by Blue Star Helium Ltd (ASX: BNL) and has successfully completed a six well development drilling campaign in H1 2025. The completion of the development programme is a key component of the broader Galactica-Pegasus development strategy; aimed at progressing the helium and CO₂ discoveries to near-term commercial production.

This programme has seen a systematic approach to developing the extensive Lyons Formation reservoir. The programme has delivered encouraging results, in line with expectations, consistently encountering good helium (up to 3.3% He) and CO₂ concentrations in the target formation and demonstrating promising flow potential. The next steps will see the Galactica wells tied into initial production in Q4 2025.

Helium One is listed on the AIM market of the London Stock Exchange with the ticker of HE1.