Mendell Helium Adopts Bitcoin Treasury Policy and Issues New Equity

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Mendell Helium plc has taken a strategic step toward modernizing its financial resilience by formally adopting a Bitcoin Treasury Management Policy (BTC Policy). This forward-thinking initiative aligns with the company’s long-term vision of diversifying its treasury reserves and reducing reliance on traditional financial assets. The announcement follows the company’s prior update on 23 June 2025 and marks a pivotal moment in its evolution as it prepares for increased helium production and potential expansion through the acquisition of M3 Helium.

Strategic Adoption of Bitcoin for Treasury Resilience

Under the newly adopted BTC Policy, Mendell Helium intends to allocate up to 50% of free cash flows generated from future helium operations toward the acquisition of Bitcoin (BTC). This move is designed to enhance the company's financial stability by incorporating a non-correlated, decentralized digital asset into its reserve strategy.

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The policy also allows for up to 50% of surplus cash—after accounting for operational expenses and working capital needs—to be used for BTC purchases. Notably, the company prohibits any form of speculative or leveraged trading in digital assets. There will be no involvement in derivatives or short-term trading strategies. The core objective remains long-term value preservation and growth.

If BTC mining operations proceed, all net proceeds will be directed to secure digital custodians, reinforcing the company’s commitment to asset protection and responsible financial stewardship.

Secure Custody and Risk Mitigation Framework

Recognizing the importance of security in digital asset management, Mendell Helium has outlined strict custody protocols within the BTC Policy. The company will engage a regulated custodian, either registered with the UK’s Financial Conduct Authority (FCA) or similarly regulated in its jurisdiction.

Assets will be stored using multi-signature wallets requiring authorization from at least two Board-approved signatories. Additionally, cold storage solutions—offline storage methods—will be employed to minimize exposure to cyber threats such as hacking or unauthorized access.

This layered security approach ensures that Bitcoin holdings are protected against both external threats and internal control failures, providing investors with greater confidence in the company’s digital asset strategy.

Approved Digital Assets and Yield Utilization

While Bitcoin remains the primary approved digital asset under the policy, the Board retains discretion to include other mainstream crypto assets—such as Ethereum—that can generate yield (e.g., through staking). However, any such alternative assets are capped at 15% of total treasury holdings.

Crucially, any income generated from these yield-bearing assets must be reinvested into additional BTC or other Board-approved reserves, ensuring alignment with the overarching goal of strengthening Bitcoin-centric treasury reserves.

Governance and Oversight Mechanism

To ensure accountability and compliance, Mendell Helium will establish a dedicated Treasury Committee. This committee will include at least one non-executive director, the financial controller, and the Chief Executive Officer. It will be responsible for:

This governance structure underscores the company’s commitment to transparency, oversight, and disciplined execution of its financial strategy.

Equity Issuance for Remuneration and Advisory Fees

In conjunction with the BTC Policy adoption, Mendell Helium has issued 2,325,000 new ordinary shares at 2 pence per share. These issuances serve two key purposes:

  1. Director Remuneration: Nick Tulloch, CEO, receives 1,125,000 shares in lieu of £22,500 in accrued compensation for Q2 2025.
  2. Advisory Fee Settlement: 1,200,000 shares are issued to settle £24,000 in outstanding fees owed to a professional adviser, helping the company preserve cash resources.

All newly issued shares will rank pari passu with existing ordinary shares and are expected to be admitted to trading on the Aquis Stock Exchange (AQSE) Growth Market on or around 9 July 2025.

Following admission, Nick Tulloch’s total holding will amount to 4,113,442 shares, representing approximately 3.57% of the enlarged share capital.

Total Voting Rights and Share Capital Update

Post-admission, the company’s total issued share capital will consist of 115,255,635 ordinary shares of 1 pence each. As a result, the total number of voting rights in Mendell Helium stands at 115,255,635. This figure serves as the denominator for shareholders when assessing disclosure obligations under FCA rules.

M3 Helium Acquisition and Operational Outlook

Mendell Helium retains an option to acquire M3 Helium, a Kansas-based helium producer with interests in ten wells—five of which are currently operational. The acquisition would constitute a reverse takeover and is subject to regulatory documentation and approval.

Key assets include:

The company is also exploring opportunities to utilize uncommercial gas—stripped of helium—for on-site BTC mining operations, where residual natural gas could power mining servers. This integrated energy model could create synergies between core operations and digital asset generation.

FAQ: Frequently Asked Questions

Q: Is investing in Mendell Helium the same as investing directly in Bitcoin?
A: No. While the company plans to hold Bitcoin as part of its treasury reserves, an investment in Mendell Helium is an equity investment in a publicly traded company—not a direct investment in Bitcoin or any cryptocurrency.

Q: How does the company manage the risks associated with Bitcoin volatility?
A: The BTC Policy emphasizes long-term holding over speculation. By limiting exposure to 50% of free cash flow and enforcing strict custody rules, the company aims to mitigate volatility risks while benefiting from potential long-term appreciation.

Q: Will Mendell Helium engage in crypto trading or leverage?
A: No. The policy explicitly prohibits leveraged trading, derivatives, or speculative activities. All digital asset activities are focused on long-term treasury reserve accumulation.

Q: What happens if the M3 Helium acquisition isn’t completed?
A: There is no certainty that the option will be exercised. If not, Mendell Helium will reassess its operational and financial strategy accordingly.

Q: Where can I access the full Bitcoin Treasury Management Policy?
A: The policy is available on the company's official website for public review.

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Forward-Looking Statement and Investor Transparency

Mendell Helium acknowledges that Bitcoin is unregulated in the UK and carries significant risks, including price volatility, cybersecurity threats, and liquidity constraints. The company is not protected by the Financial Services Compensation Scheme (FSCS) or the Financial Ombudsman Service regarding its digital asset holdings.

Despite these risks, the Board believes Bitcoin represents a credible store of value and a hedge against monetary inflation. The decision reflects a growing trend among innovative firms seeking financial sovereignty and long-term capital preservation.

CEO Nick Tulloch commented: “With M3 Helium poised to enter a new phase of production, we are accelerating our treasury plans. We’re now well advanced in selecting a suitable BTC custodian and aim to have all systems in place before Rost well production begins.”


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