Issue of Awards under the Company’s LTIP

Helium One Global Ltd (AIM:HE1) has granted 94,378,108 nil-cost share awards under its Long Term Incentive Plan (LTIP) to key management and executive directors, with vesting not earlier than three years from the 16 April 2026 grant date. The awards comprise 27.5 million to chief executive Lorna Blaisse, 20.625 million to finance director Graham Jacobs, and 9.166 million to head of compliance and governance Sarah Cope, collectively representing 0.93 per cent of the company's issued share capital. These will be satisfied using shares held in the Helium One Employee Benefit Trust, established in 2025 specifically for such purposes, avoiding immediate dilution through new issuance. In isolation, the move appears as a standard retention and alignment tool for executives steering the company's helium projects in Tanzania and a 50 per cent working interest in the Galactica-Pegasus helium development in Colorado, USA, amid a helium supply-constrained market. However, placed against the company's operational trajectory, it underscores a reliance on equity incentives at a time when the group is transitioning from exploration success—such as the 2023/24 Itumbula West-1 discovery and extended well test flowing 5.5 per cent helium in Q3 2024—to appraisal and development phases, including a mining licence awarded over 480 square kilometres in the Rukwa Rift Basin in July 2025.

Historically, Helium One has layered significant equity-based compensation atop its executives, as evidenced by the pre-existing options disclosed alongside this LTIP grant: Blaisse holds 68.25 million options across strikes from 1p to 22p, Jacobs 48 million mostly at 1p and 6.6p, and Cope 25 million similarly low-priced. Combined with the new awards and outstanding 317.9 million options and warrants (3.13 per cent of issued capital), total potential dilution from management incentives now approaches 4 per cent of shares outstanding, calculated on the implied fully diluted base exceeding 10 billion shares. This pattern aligns with prior disclosures but amplifies exposure to cheap equity grants, many underwater given the stock's penny-stock status—current pricing implies per-share values well below historical highs. The LTIP structure, with its three-year cliff vesting, ties pay to long-term delivery on milestones like commercialising the Rukwa project's helium stream or advancing Galactica-Pegasus, where Blue Star Helium Ltd (ASX:BNL) as operator completed a six-well programme in H1 2025, tying initial wells to first gas in Q4 2025 and further production ramping in 2026. Yet no performance hurdles beyond time-vesting are specified here, contrasting with more rigorous LTIPs at peers that link vesting to resource delineation or funding milestones, potentially weakening alignment if helium prices soften or development delays persist.

Financially, the awards impose no immediate cash outflow, leveraging the pre-funded Employee Benefit Trust, which mitigates near-term balance sheet strain as Helium One funds appraisal drilling and development planning. No financial results for Helium One Global were identified in the period reviewed. Investors should consult the company's most recent half-year or annual report on the RNS regulatory news service (rns.londonstockexchange.com) or Companies House for cash position, operating costs, and funding runway before drawing conclusions about financial sufficiency. This LTIP issuance does not alter the capital structure directly, but the sheer volume—94 million awards—signals management's bet on substantial share price appreciation to realise value, given the nil-cost basis. Prior fundraises, implicit in sustaining operations post-2025 milestones like the mining licence grant, have likely supported trust funding, though repeated equity incentives risk future shareholder fatigue if operational catalysts underdeliver. Funding sufficiency for near-term goals, such as Rukwa appraisal or Galactica tie-ins, hinges on cash reserves undisclosed here but mandated in periodic RNS filings; the awards themselves neither bolster nor erode runway, positioning them as neutral on liquidity.

At a market capitalisation of GBP 63.6 million, Helium One trades as an AIM mid-cap helium developer, implying an enterprise value in the GBP 60-70 million range assuming modest net debt. Valuation metrics for pre-production helium explorers emphasise prospective resources and jurisdictional positioning over EBITDA, with helium's scarcity premium baked into multiples of implied recoverable volumes—though no updated certified resources accompany this announcement. Direct peers in the gas exploration space, matched for AIM listing, pre-production stage, African/US exposure, and small-cap tier (GBP 20-150 million), reveal Helium One's premium: Eco (Atlantic) Oil & Gas Ltd (AIM:ECO), at a similar GBP 25 million market cap but focused on Atlantic margin oil/gas prospects, offers lower jurisdictional risk in Namibia yet lags in discovery flow rates comparable to Itumbula's 5.5 per cent helium. Chariot Ltd (AIM:CHAR), with GBP 40 million capitalisation advancing Moroccan gas towards FID, demonstrates tighter EV per prospective barrel equivalents (around GBP 0.50 per boe vs Helium One's implied GBP 0.80+ absent volume updates), highlighting Helium One's richer helium grades but elevated single-project risk. Sound Energy plc (AIM:SOU), capitalised at GBP 50 million with Tendrara gas appraisal in Morocco, trades at an EV/resource ounce proxy underscoring production timelines—its Phase 1 gas online by late 2026 contrasts Helium One's 2026 Galactica ramps, yet SOU's lower EV per contingent resource (GBP 1.20 vs Helium One's helium-adjusted GBP 1.50) suggests peers embed cheaper near-term cashflows. Overall, Helium One commands a valuation premium for helium specificity, justified only if Rukwa commercialisation accelerates ahead of peers' gas timelines; otherwise, CHAR and SOU present superior risk-reward at current levels.

Executionally, this LTIP fits a consistent pattern of incentive-heavy retention amid helium market volatility, with no red flags in the grant mechanics themselves—vesting aligns with development horizons like Galactica's 2026 production and Rukwa's post-licence appraisal. A potential concern emerges from the executives' legacy options, predominantly at 1p strikes (over 130 million across PDMRs), which could accelerate monetisation pressure if shares recover, exacerbating overhang alongside the 3.13 per cent options/warrants pool. Positively, the Employee Benefit Trust mechanism avoids fresh dilution, a governance win versus outright issuances seen in distressed peers, and underscores board confidence post-2025 milestones: mining licence secured on schedule from September 2024 application, and Galactica drilling delivering up to 3.3 per cent helium in line with expectations. Management's track record shows delivery on exploration (Itumbula success) but lags commercialisation, with no binding offtake or FEED study updates here to de-risk timelines. Compared to prior disclosures, the LTIP quantum scales appropriately with project advancement, neither retreating from guidance nor introducing new targets.

No specific next catalyst timeline was disclosed in this announcement, though contextual project updates point to Galactica wells onstream in 2026 and potential Rukwa development FEED initiation. This LTIP award represents a routine governance action, standard for AIM-listed explorers retaining talent through development stages without materially altering shareholder value, dilution, or strategy. The headline sentiment of executive alignment holds in narrow isolation but lacks lustre against peers offering tighter valuations and diversified prospects; investors gain no fundamental shift, merely confirmation of incentive continuity amid helium's supply crunch. Helium One remains differentiated by grades and licences, yet this announcement warrants no repricing—routine at best, with value hinging on RNS financials and operational catalysts to validate the premium over ECO, CHAR, and SOU.

Key insights

• ●Awards add to executives' 130M+ low-strike options, potential overhang if shares recover.
• ●From Employee Benefit Trust avoids immediate dilution unlike outright issuances at peers.
• ●Peers like AIM:CHAR offer tighter EV per resource at similar stage, highlighting HE1's single-project risk.

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