Two Harbors City Council Approves Purchase and Development Agreement for Pulsar’s Proposed Rare Gas Hub

Pulsar secures city approval for $1 land deal, but project remains highly conditional.

What the company is saying

Pulsar Helium Inc. is announcing that its Minnesota subsidiary has secured City Council approval for a Purchase and Development Agreement to acquire land in Two Harbors for US$1.00, with the property appraised at US$143,200. The company frames this as a foundational step toward developing a Rare Gas Hub for helium liquefaction and carbon capture, emphasizing the City’s financial support, including up to US$1 million for rail construction and a 90% property tax abatement for 15 years. The narrative is cautious, repeatedly clarifying that the agreement is not a binding construction commitment and that all steps remain subject to due diligence, financing, regulatory approvals, and additional agreements. CEO and Director Thomas Abraham-James is the named executive, highlighting the strategic importance of the site’s infrastructure and the City’s support. The announcement stresses the phased nature of the project and the need for further studies and approvals before any construction or operational milestones can be confirmed. The company also discloses that it currently has no gas processing customers or contracts, and that revenue from third-party processing remains speculative.

What the data suggests

The disclosed figures show that Pulsar will acquire land appraised at US$143,200 for a nominal US$1.00, contingent on closing conditions. The City of Two Harbors is offering up to US$1 million toward rail construction, site clearing, utility extensions, and will reimburse 90% of the increased portion of its share of ad valorem property taxes attributable to the initial Rare Gas Hub phase for 15 years. The agreement provides a 365-day due diligence and pre-commitment period from October 14, 2026, after which either party can terminate without penalty if no Project Commitment Notice is delivered. If committed, commercial operation of the initial phase is required within 36 months, but no construction or opening date is set. The total value of City assistance is not finalized, and estimates for site clearing and utility improvements remain pending. All major benefits, including tax abatements and infrastructure support, are contingent on future approvals, financing, and formal project commitment. Pulsar has no current gas processing customers or agreements, and any revenue from third-party processing is hypothetical at this stage. The data is transparent about the framework and contingencies, but does not provide operational, financial, or customer traction.

Analysis

The announcement is a detailed, factual disclosure of a Purchase and Development Agreement framework between Pulsar Helium and the City of Two Harbors. While the tone is neutral and procedural, the majority of key claims are forward-looking: the project is not yet committed, closing is subject to multiple contingencies, and no construction or operational start date is confirmed. The only realised milestone is the City Council's approval of the agreement, which itself is non-binding for Pulsar. The capital intensity is high, with significant infrastructure and utility requirements, but no immediate earnings or operational impact. The company explicitly states there are no gas processing customers or agreements in place, and that all major benefits (tax abatements, revenue, operations) are contingent on future steps. The language is not promotional or exaggerated; it repeatedly cautions that the project may not proceed and that key terms remain to be finalised.

Risk flags

• ●Execution risk is high: the project is not yet committed, and all milestones—including land acquisition, construction, and operations—are subject to satisfaction or waiver of numerous closing conditions, regulatory approvals, and financing. The company may elect not to proceed at any stage before formal commitment, and the City’s expenditures are at risk until then.
• ●Financial risk is material: while the City is offering up to US$1 million for rail construction and a 90% tax abatement, Pulsar must secure additional financing for the plant and cover all costs above the City’s contribution. The total capital required is not disclosed, and the company’s own financial position is not addressed.
• ●Revenue risk is acute: Pulsar currently has no gas processing customers or third-party agreements, and any revenue from toll processing or company-owned feed gas is speculative and contingent on future market demand, feedstock availability, and regulatory approvals.
• ●Infrastructure and utility risk remains unresolved: key terms for electrical capacity, reliability, service dates, rates, and connection charges are not established, and all utility arrangements require further studies and executed agreements. Delays or unfavorable terms could materially impact project economics.
• ●Disclosure risk exists: while the agreement’s terms are detailed, the total value of City assistance, infrastructure estimates, and the value of the tax abatement remain to be finalized. The absence of a construction timeline or confirmed operational start date limits visibility into project delivery.

Bottom line

Pulsar Helium’s agreement with the City of Two Harbors gives it a pathway to acquire land for US$1.00 (land appraised at US$143,200) and access up to US$1 million in city infrastructure support, but every benefit is conditional on future due diligence, financing, regulatory, and utility milestones. The company is at least a year from a binding project commitment, and even after that, commercial operation of the initial phase is not required for up to 36 months. No construction or opening date is confirmed, and all major project economics—including tax abatement value and total city assistance—are yet to be finalized. There are no current gas processing customers or contracts, and any revenue is hypothetical. Investors should treat this as an early-stage, high-uncertainty framework with substantial execution, financial, and infrastructure risks. The single most important takeaway is that while the city’s support is meaningful, the project’s realization is distant and highly contingent.

Announcement summary

(AIM: PLSR) (TSXV: PLSR) (OTCQB: PSRHF) Pulsar Helium Inc. announced that the City Council of Two Harbors, Minnesota, has approved a Purchase and Development Agreement dated October 14, 2026, between the City and Pulsar Helium MN, Inc., its wholly owned subsidiary. The Agreement sets the framework for Pulsar MN’s proposed acquisition, subject to closing conditions and required approvals, of land within an existing industrial district for US$1.00. The final boundaries and legal description of the Property will be determined by a final survey approved by both the City and Pulsar MN prior to closing. The Agreement contemplates phased development of a Rare Gas Hub (RGH), intended to include a helium liquefaction and carbon capture facility, as referenced in Pulsar's news releases of June 30, 2026, August 3, 2026, and October 1, 2026. Completion of the transaction is subject to property and environmental review, acceptable financing and utility arrangements, execution of supporting agreements, required land-use approvals, and satisfaction or waiver of closing conditions. The City’s support includes land appraised at US$143,200 for a US$1.00 purchase price, up to US$1 million toward rail construction, site clearing, utility extensions, and reimbursement of 90% of the increased portion of the City’s share of ad valorem property taxes actually paid by Pulsar MN and attributable to the initial RGH phase for 15 consecutive tax-payable years, unless otherwise agreed in writing. The total value of City assistance has not yet been determined, and certain infrastructure estimates and the estimated value of the tax abatement remain to be finalized. Pulsar will pursue separate tax abatements from Lake County and the Lake Superior School District. The site offers access to regional rail and road infrastructure, but rail connections and utility capacity, reliability, service dates, and commercial terms remain to be confirmed. The Agreement does not constitute an irrevocable commitment by Pulsar to construct the Project. After formal project commitment, Pulsar MN must achieve commercial operation of the initial RGH phase within 36 months, subject to permitted extensions. The City’s financial participation includes the reduced-price land sale and up to US$1 million toward construction of a rail spur or siding, with Pulsar responsible for costs above that amount. The City retains permanent rights to use the rail service for municipal purposes and to make it available to other customers for a fee. The City will also clear the building site and road corridor, extend municipal water, sewer, natural gas, and electrical service to the RGH site, and fund surveying and wetland delineation. Estimates for site clearing and utility improvements remain to be finalized in the Business Subsidy Agreement. The Agreement provides for the City to reimburse 90% of the increased portion of the City’s share of ad valorem property taxes actually paid by Pulsar MN and attributable to the completed initial RGH phase for 15 consecutive tax-payable years, unless otherwise agreed. The estimated value of the abatement remains to be determined. Abatement would commence only after commercial operation of the initial phase, issuance of the City’s completion certificate, and payment of the qualifying increased City taxes. Electrical capacity, reliability, service dates, rates, connection charges, and capital-contribution requirements must be resolved through engineering studies and executed service agreements before closing and formal project commitment. A separate electrical service agreement will set the rate at which the City sells power to Pulsar, and a natural gas agreement will address gas rates. The Agreement does not establish final power rates or confirm a construction or service commencement date. Pulsar may elect not to proceed before its formal project commitment. Before that commitment, City expenditures are at the City’s risk unless Pulsar expressly agrees in writing to reimburse a specific expenditure. The proposed Rare Gas Hub is intended to house the helium liquefaction and carbon capture plant referenced in prior news releases, for which Pulsar entered into a binding letter agreement and Limited Notice to Proceed with Chart Energy & Chemicals, Inc., a subsidiary of Baker Hughes Company, to supply the plant and related equipment. The Facility is designed to compress and process industrial gases, including helium and carbon dioxide, converting gas into liquid form for storage and distribution. The Company intends to design, construct, and operate the Facility in compliance with all applicable requirements and permits. The Company continues to evaluate the potential for the Plant to generate revenue through third-party gas processing services, but currently has no gas processing customers or agreements in place. The Agreement provides Pulsar MN with a 365-day due diligence and pre-commitment period from October 14, 2026. Pulsar MN may deliver a Project Commitment Notice at any time during that period, and if not delivered within 365 days, either party may terminate the Agreement without liability except for obligations expressly stated to survive termination. If a Project Commitment Notice is delivered, closing is to occur no later than 10 business days thereafter, subject to satisfaction or waiver of closing conditions. Remaining work includes completion of due diligence, securing financing, obtaining approvals, execution of related agreements, and completion of utility studies. After formal project commitment, commercial operation of the initial RGH phase is required within 36 months, subject to permitted extensions. Construction requires City approval of final plans, including grading, drainage, and landscaping. No construction start or opening date has been confirmed. Completion of the transactions remains subject to applicable conditions and required regulatory approvals, including TSX Venture Exchange approval if required. The Company’s plans for the Plant also remain subject to its acquisition under previously announced equipment reservation arrangements. The Agreement permits changes in equipment suppliers, technology, configuration, and construction sequencing within its stated conditions. There can be no assurance that the Project will ultimately be developed as contemplated or will be economic. Thomas Abraham-James is CEO and Director of Pulsar Helium Inc.

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