JSE- and Nasdaq-listed ASP Isotopes has announced that its wholly-owned subsidiary Noble Africa, an intermediate holding company for Renergen, will merge with a subsidiary of Nasdaq-listed ENDRA Life Sciences, with Noble Africa to continue as the surviving entity.

Upon completion of the proposed merger, the combined company plans to operate under the name Noble Africa Inc and will apply to trade on the Nasdaq Stock Market under the ticker symbol ‘NOBA’.

ASP Isotopes explains that the combination, if successful, will establish Noble Africa as a Nasdaq-listed, helium platform for Renergen’s Virginia gas project, in South Africa.

In connection with the proposed transactions, Noble Africa has entered into subscription agreements with certain accredited investors, qualified institutional buyers and non US-persons securing commitments for a private placement into Noble Africa that is expected to result in total gross proceeds of about $50-million, including about $20-million from ASP Isotopes, as the lead investor, and about $30-million from other investors, including $750 000 from certain directors and management of ASP Isotopes.

The private placement financing is expected to close immediately prior to the completion of the proposed merger.

“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,” says ASP Isotopes CEO and executive chairperson Paul Mann.

He explains that 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 2 development at the Virginia gas project, while allowing ASP Isotopes stockholders to retain meaningful exposure to the long-term opportunity.

Under the terms of the merger agreement, as of the closing of the proposed transactions, ASP Isotopes notes that it is expected to own about 89% of the combined company, while the pre-closing ENDRA stockholders are expected to own about 3% of the combined company and investors in the private placement financing (other than ASP Isotopes) the remaining 7% of the combined company.

ASP Isotopes says the proposed transactions have received approvals by the board of directors of both ASP Isotopes and ENDRA and are expected to close in the third or fourth quarter of this year, subject to the effectiveness of a registration statement to be filed with the US Securities and Exchange Commission to register the securities to be issued in connection with the proposed transactions, approval by the stockholders of ENDRA and the satisfaction of other customary closing conditions.

The combined company will initially be led by Mann and ASP Isotopes co-COO Nick Mitchell and the combined company’s board of directors will consist of six directors selected by ASP Isotopes, including the CEO of the combined company, four nonexecutive directors designated by ASP Isotopes and one non-executive director designated by ENDRA.

“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 the Virginia gas project represents a well-positioned opportunity in a dynamic industry,” says ENDRA CEO Alex Tokman.

ASP Isotopes acquired the Virginia gas project in January this year after acquiring then JSE-listed Renergen.