Pulsar Helium, a leading helium project development company, is pleased to announce that it has signed a non-binding term sheet to acquire 100% of Hybrid Hydrogen Inc. (“Hybrid”) in an all-share transaction (the “Proposed Transaction”). Hybrid’s primary asset is a lease agreement covering approximately 6,742 acres of mineral rights in Michigan’s Upper Peninsula targeting non-hydrocarbon gases. This strategic acquisition marks Pulsar’s first entry into Michigan, a jurisdiction with a well-established gas regulatory framework now being applied to helium exploration, and forms part of the Company’s broader initiative to expand its Upper Midwest footprint.
Highlights of the Proposed Transaction
- Helium-Focused Land Package: Hybrid holds exclusive mineral rights for non-hydrocarbon gases in Michigan’s Upper Peninsula (~6,742 acres). These rights provide Pulsar a foothold in a geologically prospective new region for helium exploration.
- All-Share, Cash-Preserving Deal: The Proposed Transaction is structured as an all-share deal with a total value of US$80,000 payable in Pulsar common shares. This preserves cash for ongoing work at the flagship Topaz project in Minnesota while enabling strategic expansion.
- Alignment with Growth Strategy: Expansion into Michigan aligns with Pulsar’s strategy of leveraging Topaz expertise into geologically similar regions.
Thomas Abraham-James, President & CEO of Pulsar, commented:
“This Proposed Transaction provides an exciting opportunity to expand Pulsar’s portfolio into Michigan’s Upper Peninsula, complementing our existing assets and applying our Topaz project expertise to a new prospective region. The potential expansion comes at a pivotal time for Pulsar as we build momentum at Topaz and execute a clear growth vision. An all-share deal allows us to broaden our exploration portfolio while preserving cash for advancing Topaz towards production. In short, this Proposed Transaction aligns perfectly with Pulsar’s strategy of disciplined, high-impact growth in the helium sector.”
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Strategic Rationale for the Proposed Transaction
The Michigan mineral rights are situated in a geologic setting analogous to Pulsar’s Topaz helium project in Minnesota. The lease area lies within an ancient sedimentary basin underlain by crystalline basement rocks, similar to the helium-producing Archaean basement found at Topaz. Helium is generated from the decay of uranium and thorium in these basement granites, migrating upward into overlying porous sedimentary reservoirs where it can accumulate beneath impermeable seals.
Through its work at Topaz, Pulsar has developed strong expertise in identifying helium migration pathways, mapping subsurface structures, and recognizing key seals and traps for helium accumulation. Leveraging this experience, Pulsar sees a logical, lower-risk opportunity to identify new helium resources in Michigan’s Upper Peninsula. The Board believes that expanding into geologically familiar regions such as Michigan is a prudent way to grow the portfolio while maintaining technical focus, supported by Michigan’s established regulatory and infrastructure framework.
Terms of the Proposed Transaction
Pulsar has entered into a non-binding term sheet outlining the key terms of the Proposed Transaction. Under the term sheet, Pulsar will acquire 100% of the issued and outstanding shares of Hybrid. The consideration will be satisfied entirely by the issuance of new Pulsar common shares, equivalent to US$80,000 in value. The final number of Pulsar shares to be issued will be determined prior to closing, based on a mutually agreed pricing mechanism (such as a recent volume-weighted average price of Pulsar’s shares). All shares issued as consideration will be subject to a statutory hold period of four months and one day, as required by the TSX Venture Exchange (“TSXV”).
Completion of the Proposed Transaction is subject to customary conditions, including negotiation of a definitive acquisition agreement, satisfactory due diligence, and receipt of all required regulatory and shareholder approvals (including TSXV acceptance). The term sheet provides for an exclusivity period of 60 days for a fee of US$20,000 to finalize definitive documentation and complete due diligence. It is emphasized that the term sheet is non-binding (apart from customary provisions such as confidentiality, and exclusivity), and there is no assurance that a definitive agreement will be reached or that the acquisition will be completed on the terms described.
Hybrid is an early-stage exploration company with no current revenue and no proven reserves or defined helium resources at this time. Accordingly, the acquisition is not expected to have a material near-term impact. However, successful exploration could add significant long-term upside, and Pulsar is confident its technical and operational expertise will maximize this potential over time.
The Company also notes that Neil Herbert, a director of Pulsar, is a minority shareholder of Hybrid, and accordingly abstained from deliberations and voting on this Proposed Transaction, in line with corporate governance best practices.
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