Noble Helium Issues 25 Million Shares to Obsidian in Convertible Note Deal
Noble Helium has amended its convertible note terms with Obsidian Global, postponing share conversions until refinancing or September 2025, while issuing new shares and options as part of a strategic turnaround.
- Convertible note conversion delayed until refinancing or 30 September 2025
- Issuance of 10 million placement shares and 10 million fee shares to Obsidian
- Granting of 15 million unlisted options subject to shareholder approval
- Termination of At-The-Market Subscription Agreement with Dolphin Corporate Investments
- Plan to buy back and cancel remaining security shares held by Dolphin, pending approval
Strategic Amendment to Convertible Note Agreement
Noble Helium Limited (ASX, NHE) has taken a significant step in its ongoing refinancing efforts by amending the terms of its convertible note agreement with New York-based investor Obsidian Global GP, LLC. The amendment effectively delays any share sales or conversion notices under the agreement until either a successful refinancing is completed or 30 September 2025, whichever comes first. This move provides Noble Helium with breathing room to stabilise its capital structure amid market uncertainties.
Enhanced Investor Collateral and Incentives
In return for this concession, Noble Helium will issue an additional 10 million placement shares to Obsidian, which act as collateral and can be used to repay the convertible securities. Alongside this, the company will transfer 10 million fully paid fee shares and grant 15 million unlisted options exercisable at strike prices of A$0.05 and A$0.075, subject to shareholder approval. These options, valid for three years, provide Obsidian with potential upside, aligning investor interests with the company’s future performance.
Termination of Dolphin Corporate Investments Agreement
In a related development, Noble Helium has terminated its At-The-Market Subscription Agreement with Dolphin Corporate Investments (DCI). As part of this termination, DCI is required to transfer 25 million security shares; comprising placement and fee shares; to Obsidian within 14 business days. The company also plans to buy back and cancel the remaining 5 million security shares held by DCI, subject to shareholder approval, which could reduce dilution and improve shareholder value.
Implications for Noble Helium’s Refinancing Strategy
Non-Executive Chairman Dennis Donald described these amendments as "crucial" to the company’s refinancing and strategic turnaround. By delaying conversion events and restructuring its obligations, Noble Helium aims to strengthen its balance sheet and provide a clearer runway for operational progress. The company has signaled that further updates will be forthcoming, underscoring the dynamic nature of its capital management efforts.
While these measures offer temporary relief and align investor incentives, the ultimate success hinges on the company’s ability to secure refinancing and shareholder approval for the proposed share transactions. Investors will be watching closely for subsequent announcements that clarify the path forward.
Bottom Line?
Noble Helium’s amended convertible note terms buy time but hinge on refinancing success and shareholder approvals.
Questions in the middle?
- Will Noble Helium secure refinancing before the 30 September 2025 deadline?
- How will shareholders respond to the proposed issuance and cancellation of shares?
- What impact will these changes have on Noble Helium’s share price and dilution risk?