Dallas and Ann Arbor, Michigan — ASP Isotopes Inc. and ENDRA Life Sciences Inc. have agreed to merge ASP Isotopes’ Noble Africa subsidiary with an ENDRA subsidiary, creating a publicly traded helium development company focused on Renergen’s Virginia Gas Project.
Noble Africa will remain the surviving entity and, after the transaction closes, the combined company plans to operate as Noble Africa Inc. It will seek to trade on the Nasdaq Stock Market under the ticker symbol “NOBA.”
Noble Africa has also secured commitments for a private placement expected to generate about $50 million in gross proceeds. The financing includes approximately $20 million from ASP Isotopes as the lead investor and about $30 million from other investors, including $750,000 from certain ASP Isotopes directors and executives.
The private placement is expected to close immediately before completion of the merger. Proceeds are expected to support the development of the Virginia Gas Project.
“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,” said Paul Mann, Chief Executive Officer and Executive Chairman of ASP Isotopes. “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.”
“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,” said Alex Tokman, Chief Executive Officer of ENDRA.
Under the merger agreement, ASP Isotopes is expected to own approximately 89% of the combined company at closing. Existing ENDRA shareholders are expected to own about 3%, while private placement investors other than ASP Isotopes are expected to hold approximately 7%.
The boards of ASP Isotopes and ENDRA have approved the transaction, which is expected to close in the third or fourth quarter of 2026. The deal remains subject to the effectiveness of a registration statement filed with the U.S. Securities and Exchange Commission, approval by ENDRA shareholders and other customary closing conditions.
The combined company will initially be led by Mann, who also serves as CEO of Renergen, and Nick Mitchell, Renergen’s chief operating officer and co-chief operating officer of ASP Isotopes.
Its board will consist of six directors, including the combined company’s CEO, four nonexecutive directors selected by ASP Isotopes and one nonexecutive director selected by ENDRA.
Lucid Capital Markets is serving as ENDRA’s financial adviser, while K&L Gates LLP is its legal counsel. Haynes and Boone LLP is serving as legal counsel to ASP Isotopes.
Lucid Capital Markets is acting as placement agent for U.S. investors in the private placement, while OceanWall is acting for investors outside the United States. Ellenoff Grossman & Schole LLP is serving as legal counsel to the placement agents.
