Pulsar Helium to be formed from Orsu Metals RTO

Orsu Metals Corporation entered into a non-binding letter of intent (LOI) with Invenir and Skyfire that will result in a reverse takeover and change of business of Orsu to be a global helium explorer and developer with exclusive rights to the Topaz helium project in the USA and hold 100% interest in the Tunu helium project in Greenland. The new entity arising from the reverse takeover will be named Pulsar Helium Inc.

Currently, the three companies involved are obtaining corporate, tax and securities law structuring advice with respect to the transaction and negotiating a binding definitive agreement that will replace and supersede the LOI.

Press Release:

Orsu Metals Corporation provides an update on a business combination as announced on May 24, 2022. Orsu entered into a non-binding letter of intent with Invenir Ltd. and Skyfire Ltd, pursuant to which Orsu and the Target Companies will complete a business combination that will result in a reverse takeover and change of business of Orsu. The Target Companies are arm’s length’s parties to the Company.

The Company and the Target Companies are obtaining corporate, tax and securities law structuring advice with respect to the Proposed Transaction and negotiating a binding definitive agreement that will replace and supersede the LOI.

The entity resulting from the Proposed Transaction will be a global helium explorer and developer with exclusive rights to the Topaz helium project in the USA indirectly held by Invenir, which has been drilled and flowed 10.5% helium, and a 100% interest in the Tunu helium project in Greenland held directly by Skyfire. It is anticipated that following completion of the Proposed Transaction, the Resulting Issuer will be named Pulsar Helium Inc. and will qualify as a Tier 2 Industrial Issuer on the TSX Venture Exchange.

Completion of the Proposed Transaction is subject to a number of conditions, including (1) receipt of all necessary regulatory approvals, (2) execution of related transaction documents (3) completion of a concurrent private placement offering to raise proceeds of at least $5 million, at a price to be determined in the context of the market (the “Concurrent Financing”), (4) disposition of the Company’s existing Russian assets and (5) there being no adverse material change in the affairs of the parties.

The ratio of the Company’s proposed share consolidation (the “Consolidation”) and the percentage holdings of the post-Consolidation common shares of the Company by the shareholders of the Target Companies as disclosed in the Company’s May 24, 2022 news release may be adjusted based on the final pricing and final amount raised by the Concurrent Financing.

Further details of the Proposed Transaction will be included in subsequent news releases and disclosure documents (which will include business and financial information in respect of the Target Companies) to be filed by the Company in connection with the Proposed Transaction.

It is anticipated that the common shares of Orsu will remain halted until all necessary filings in respect of the Proposed Transaction have been accepted by applicable regulatory authorities.