ASP Isotopes and ENDRA Life Sciences announced a proposed merger involving ASP Isotopes’ wholly owned subsidiary Noble Africa and a subsidiary of ENDRA.
Under the proposed transaction, Noble Africa would continue as the surviving entity. Upon completion, the combined company plans to operate under the name Noble Africa Inc. and apply to trade on Nasdaq under the ticker symbol “NOBA.”
Noble Africa is an intermediate holding company for Renergen, whose principal asset is its ownership interest in Tetra4. Tetra4 holds an onshore petroleum production right and is developing helium and natural gas resources at the Virginia Gas Plant in Free State Province, South Africa.
If completed, the transaction would establish Noble Africa as a Nasdaq-listed helium platform focused on Renergen’s Virginia Gas Project. The companies said the listing would provide investors with direct exposure to one of the few publicly traded helium development assets globally at a time of tightening supply.
In connection with the proposed merger, Noble Africa entered into subscription agreements for a concurrent private placement expected to generate about $50 million in gross proceeds.
The private placement includes approximately $20 million from ASP Isotopes as lead investor and about $30 million from other investors, including $750,000 from certain directors and management of ASP Isotopes.
The financing is expected to close immediately before completion of the proposed merger and support the development of the Virginia Gas Project.
Under the terms of the merger agreement, ASP Isotopes is expected to own about 89% of the combined company at closing. Pre-closing ENDRA stockholders are expected to own about 3%, while private placement investors other than ASP Isotopes are expected to own about 7%.
The proposed transactions have been approved by the boards of directors of ASP Isotopes and ENDRA. The companies expect the transaction to close in the third or fourth quarter of 2026, subject to the effectiveness of a registration statement, approval by ENDRA stockholders, and other customary closing conditions.
The combined company is expected to be led initially by Paul E. Mann, Chief Executive Officer of Renergen and Chief Executive Officer and Executive Chairman of ASP Isotopes, and Nick Mitchell, Chief Operating Officer of Renergen and Co-Chief Operating Officer of ASP Isotopes.
The combined company’s board is expected to include six directors selected by ASP Isotopes, including the CEO, four non-executive directors designated by ASP Isotopes, and one non-executive director designated by ENDRA.
Lucid Capital Markets is serving as financial advisor to ENDRA, and K&L Gates is serving as legal counsel. Haynes and Boone is serving as legal counsel to ASP Isotopes. Lucid Capital Markets and OceanWall are acting as placement agents for the concurrent private placement financing, and Ellenoff Grossman & Schole is serving as legal counsel to the placement agents.
KEY QUOTES:
“We believe this transaction represents an important step in positioning Renergen’s Virginia Gas Project as a dedicated, publicly traded platform at a time when secure, reliable helium supply is increasingly important to critical industries. The Proposed Merger and concurrent financing are expected to provide Noble Africa with the capital structure, public market access and funding needed to advance Phase 1 and Phase 2 development, while allowing ASP Isotopes stockholders to retain meaningful exposure to the long-term opportunity.”
Paul Mann, Chief Executive Officer and Executive Chairman of ASP Isotopes
“The combination of ENDRA with Noble Africa represents an exciting new chapter for our stockholders. We’ve been impressed with the ASP Isotopes team ever since our initial meetings, and think that the Virginia Gas Project represents a well-positioned opportunity in a dynamic industry.”
Alex Tokman, Chief Executive Officer of ENDRA
