Noble Helium (ASX: NHE) to Acquire Earth Source Hydrogen

Noble Helium has signed a binding agreement to acquire 100% of Earth Source Hydrogen Limited through an all-share transaction.

The deal gives Noble Helium access to two large onshore Special Prospecting Authorities in Western Australia. SPA-47 AO and SPA-44 AO cover about 40,000 square kilometres in total.

Each authority carries an exclusive right to apply for an exploration licence within its respective area. Earth Source Hydrogen is also applying for a third authority.

Western Australian Expansion

The two existing areas sit in the Southern Carnarvon Basin and are adjacent to EP512. They straddle geological settings associated with the Yilgarn craton and western sedimentary basins.

Noble Helium said this geology provides strong indications of potential helium resources. However, the announcement did not disclose a helium resource estimate or exploration target for the acreage.

An extensive water borehole sampling and testing program has already been completed across both areas. Independent analysis and evaluation of those samples will follow.

A summary of results is expected after the acquisition closes and the samples have been assessed.

The transaction adds a Western Australian exploration position to Noble Helium’s existing Tanzania portfolio. Drilling preparations are underway at Kinambo, part of the company’s Tanzanian activities.

Executive Chairman Dennis Donald said: “The combined helium exploration portfolio of Noble Helium and ESH is compelling. ESH gives us exposure to a large and highly prospective helium exploration acreage in Western Australia that complements our existing Tanzania project where drilling preparations are underway at Kinambo.”

Share Consideration Explained

Noble Helium will issue shares to Earth Source Hydrogen shareholders, directors and convertible loan noteholders. The final number will depend on Noble Helium’s 30-day volume-weighted average price at completion.

Most consideration shares will be priced at a 10% premium to that average. No premium will apply to the conversion of outstanding director loans.

Using the 30-day average of $0.0285 on August 17, Noble Helium illustrated a total issue of 88,867,333 shares. These figures remain illustrative until completion.

Of that amount, about 77.32 million shares would go to unrelated parties under Noble Helium’s available placement capacity. A further 11.55 million shares would be issued to Condor Energy Investments LLP, subject to shareholder approval.

Condor is associated with Noble Helium director Dennis Donald and is therefore treated as a related party under ASX rules.

The structure funds the acquisition through equity rather than a disclosed cash payment. Consequently, the transaction will increase Noble Helium’s issued share capital if completed.

Conditions and Timetable

Completion requires both parties to confirm satisfaction with due diligence. It also requires resignation letters from Earth Source Hydrogen’s board and acceptance from at least 75% of its shareholders.

Either party may terminate the agreement if these conditions are not satisfied or waived.

Completion and allotment to unrelated parties are scheduled for September 7, 2026. Shareholder approval and settlement of the related-party shares are expected in November 2026.

The acquired acreage remains at the exploration stage. Further exploration and appraisal are required to establish whether significant quantities of moveable helium or hydrogen exist.