Key Highlights

  • Noble Helium has agreed to acquire 100% of Earth Source Hydrogen Limited, adding two Western Australian Special Prospecting Authorities covering approximately 40,000 square kilometres.
  • The Acquisition consideration is primarily shares, with 88.87 million Noble Helium shares contemplated using the 17 August 2026 30-day VWAP assumptions.
  • Around 77.32 million shares are intended for unrelated parties at completion, while 11.55 million shares proposed for a related party require Shareholder approval.
  • Completion is scheduled for 7 September 2026, subject to Due Diligence and other conditions precedent.

Noble Helium Limited (ASX:NHE) has entered into a binding agreement to acquire 100% of Earth Source Hydrogen Limited, expanding its helium exploration interests into Western Australia's Southern Carnarvon Basin. Noble Helium's shares were referenced at a 30-day VWAP of A$0.0285 as at 17 August 2026.

ESH holds two Special Prospecting Authorities, SPA-47 AO and SPA-44 AO, covering approximately 40,000 square kilometres. The authorities provide exclusive rights to apply for exploration licences within their respective areas.

The acreage is located across the Yilgarn craton and western sedimentary basins, with Noble Helium describing the geology of the onshore Southern Carnarvon Basin blocks as having characteristics considered prospective for helium.

Share-Based Acquisition Structure

Noble Helium will acquire ESH from its existing shareholders through the issue of fully paid ordinary Noble Helium shares. The proposed number of shares is based on a 10% premium to Noble Helium's 30-day VWAP at completion, although director Loan conversions will not receive the premium.

Using the A$0.0285 VWAP assumption from 17 August, the company estimates that 88,867,333 NHE shares would be issued. At the illustrative A$0.0314 offer price, that share issue represents approximately A$2.79 million in Equity consideration.

The final number of shares will depend on the applicable VWAP at completion and the relevant conversion amounts.

Related-Party Component Requires Approval

Of the contemplated 88.87 million shares, approximately 77.32 million are intended to be issued to unrelated parties using Noble Helium's available Placement capacity under ASX Listing Rule 7.1.

A further approximately 11.55 million shares are proposed to be issued to Condor Energy Investments LLP, an ESH shareholder associated with Noble Helium Executive Chairman Dennis Donald. This issue is subject to shareholder approval under ASX Listing Rule 10.11.

The proposed structure therefore includes a related-party component that will require a shareholder vote, with an Annual General Meeting expected in November 2026.

ESH Brings Large Exploration Acreage

ESH has completed an extensive water bore hole sampling and testing program across both existing SPAs. Noble Helium said independent analysis and evaluation of the samples will be undertaken after completion of the acquisition.

The results are expected to provide further information on the helium potential of the acreage, but no definitive exploration resource outcome is disclosed in the announcement.

ESH is also in the process of applying for a third SPA. Its existing authorities are adjacent to Noble Helium's EP512 area, creating an opportunity to combine exploration interests within the Southern Carnarvon Basin.

Conditions and Completion Timeline

The acquisition remains subject to several conditions precedent. These include both companies being satisfied with their respective due diligence, resignation letters being executed by the ESH board and at least 75% of ESH shareholders accepting the transaction.

Completion is scheduled for 7 September 2026, assuming the required conditions are satisfied or waived. The new shares intended for unrelated parties are also expected to be allotted and begin trading on that date.

The related-party share issue is expected to settle in November following shareholder approval.

Helium Exploration Strategy Broadens

The ESH acquisition adds a Western Australian exploration component to Noble Helium's existing North Rukwa project in Tanzania, where the company says drilling preparations are underway at Kinambo.

Noble Helium said the acquisition provides access to the Southern Carnarvon Basin through a commercially prudent structure and complements its existing international helium portfolio. The company is positioning the combined acreage around the broader global Demand for helium and the strategic importance of alternative Supply sources.

However, the transaction remains an exploration-stage expansion. The company's cautionary statement notes that any potential gas recoveries relate to undiscovered accumulations and that further exploration and appraisal are required to establish whether significant quantities of potentially moveable helium or hydrogen exist.

Conclusion

Noble Helium's proposed acquisition of Earth Source Hydrogen would materially expand its Australian helium exploration footprint through two Western Australian SPAs covering about 40,000 square kilometres. The transaction is structured predominantly through the issue of Noble Helium shares, with 88.87 million shares contemplated under the illustrative assumptions and completion targeted for 7 September 2026. While the acreage and completed sampling program add exploration opportunities, the company has not yet reported independent results confirming a significant helium resource, and the acquisition remains subject to conditions precedent and shareholder approval for its related-party component.