false0001851048NONE00018510482024-10-152024-10-15

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 15, 2024

 

 

CYBER APP SOLUTIONS CORP.

(Exact name of Registrant as Specified in Its Charter)

 

 

Nevada

333-254676

98-1585090

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

2000 Bering Drive

Suite 875

 

Houston, Texas

 

77057

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 713 400-2987

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Common Stock, par value $0.001 per share

 

CYRB

 

OTC Pink Open Markets

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 


Item 1.01. Entry into a Material Definitive Agreement.

 

As previously reported on the Current Report on Form 8-K filed on September 20, 2024 (the (“Prior Form 8-K”), Cyber App Solutions Corp., a Nevada corporation (the “Company”), entered into that certain Forbearance and Settlement Agreement (the “Forbearance Agreement”) by and between Kips Bay Select LP, a Delaware limited partnership (“Kips Bay”) and Cyber One, Ltd., a Cayman Islands limited company (“Cyber One” and together with Kips Bay, the “Holders”), pursuant to which the Holders have agreed to forbear from exercising certain of its rights and remedies available as a result of existing defaults and events of defaults, as previously disclosed, against the Company under the convertible promissory notes, dated November 21, 2023 (the “2023 Convertible Notes”) issued the Holders pursuant to the Securities Purchase Agreement, dated as of November 21, 2023.

On October 15, 2024, the Company entered into that certain Amendment to Forbearance and Settlement Agreement (the “Amendment to Forbearance Agreement”) by and between Holders. Pursuant to the Amendment to Forbearance Agreement, the Holders have agreed to shift the dates and amounts of certain cash payments due under the Forbearance Agreement and to continue to forbear from exercising certain of its rights and remedies available as a result of existing defaults and events of defaults, as previously disclosed, against the Company under the 2023 Convertible Notes in exchange for (i) 850,000 shares of Common Stock to Kips Bay (the “Kips Bay Shares”) and (ii) 850,000 shares of Common Stock to Cyber One (the “Cyber One Shares” and together with the Kips Bay Shares the “Amended Forbearance Shares”).

This description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Amendment to Forbearance Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. For more information about the terms of the Forbearance Agreement, please see the Prior Form 8-K.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 3.02 by reference. The Amended Forbearance Shares to be issued to the Holders pursuant to the Amendment to Forbearance Agreement have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and are being offered pursuant to an exemption provided under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D of the Securities Act.

 

Item 7.01 Regulation FD Disclosure.

On October 16, 2024, the Company made available its investor presentation that the Company intends to use from time to time after October 16, 2024. A copy of the investor presentation is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein. The investor presentation is also available on the Company’s website located at https://www.protongreen.com/presentation. Information on the Company’s website or any other website is not incorporated by reference in this Current Report on Form 8-K and does not constitute a part of this Current Report on Form 8-K.

On October 17, 2024, the Company sent a letter to its shareholders, a copy of which is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference herein.

The information contained in this Item 7.01, including Exhibit 99.1 attached hereto, is intended to be furnished and will not be deemed to be “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor will such information or exhibit be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

Note Regarding Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The use of words such as “anticipate,” “believe,” “continue,” “could,” “endeavor,” “estimate,” “expect,” “anticipate,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will” or “would” or the negative of such words or other similar expressions can be used to identify forward-looking statements. Each forward-looking statement is subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such statement. These and other risks and uncertainties are described in additional detail in the section entitled “Risk Factors” in the Company’s Annual Report on Form 10-K and its other filings made with the Securities and Exchange Commission from time to time. Although the Company’s forward-looking statements reflect the good faith judgment of its management, these statements are based only on facts and factors currently known by the Company. As a result, you are cautioned not to place undue reliance on these forward-looking statements. Any forward-looking statement made in this Current Report on Form 8-K speaks only as of the date on which it is made. Except as required by applicable law, the Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.


Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

 

Description

10.1

 

Amendment to Forbearance and Settlement Agreement, dated as of October 15, 2024, by and between Cyber App Solutions Corp. and Kips Bay Select LP and Cyber One, Ltd.

99.1

 

Investor Presentation dated October 2024

99.2

 

Letter to Shareholders dated October 17, 2024

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

CYBER APP SOLUTIONS CORP.

 

 

 

 

Date:

October 21, 2024

By:

/s/ Steven Looper

 

 

 

Steven Looper, Chief Executive Officer and President

 


EXHIBIT 10.1

AMENDMENT TO FORBEARANCE AND SETTLEMENT AGREEMENT

This Amendment to Forbearance and Settlement Agreement (this “Amendment”) dated effective as of October 15, 2024 (this “Effective Date”), is entered into by and between Cyber App Solutions, Corp., a Nevada corporation (the “Company”), Kips Bay Select LP, a Delaware limited partnership (“Kips Bay” and a “Holder”), and Cyber One, Ltd, a Cayman Islands limited company (“Cyber One”, a “Holder”, and together with Kips Bay, the “Holders”). The Company and the Holders are together referred to herein as the “Parties,” or each of them individually as a “Party”. Capitalized terms in this Agreement shall have the meanings given to them in the Forbearance Agreement (as defined below), unless otherwise defined herein.

RECITALS

WHEREAS, the Company and the Holders are parties to that certain Forbearance and Settlement Agreement, dated as of September 16, 2024 (as amended, restated, supplemented or otherwise modified from time to time, the “Forbearance Agreement”);

WHEREAS, the Company will not be able to meet certain of the conditions to the forbearance set forth in the Forbearance Agreement; and

WHEREAS, the Company has requested that the Holders continue to forbear from exercising their rights and remedies under the Purchase Agreement and Notes and agree to certain amendments to the Forbearance Agreement in this regard in exchange for certain additional covenants of the Company as provided in this Amendment.

AGREEMENTS

NOW THEREFORE, in consideration of the foregoing and the mutual agreements and covenants contained herein,and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.
Specific Amendments to Forbearance Agreement. Subject to the conditions set forth in this Agreement, the Forbearance Agreement is hereby amended as follows:
(a)
Section 1(a)(iv) of the Forbearance Agreement is amended to read as follows:

(iv) No later than 6:00 p.m. (New York City) on October 15, 2024, pay to each of Kips Bay and Cyber One the separate amount of $500,000, in cash in immediately available funds;

(b)
Section 1(a)(vi) of the Forbearance Agreement is amended to read as follows:

(vi) No later than 6:00 p.m. (New York City) on December 15, 2024, pay to each of Kips Bay and Cyber One the separate amount of $3,500,000, in cash in immediately available funds;

(c)
Section 1(a)(vii) of the Forbearance Agreement is deleted and replaced with the word [RESERVED].

 


 

2.
Additional Covenants.
(a)
No later than 5:00 p.m. (New York City) on October 15, 2024, issue to Kips Bay 850,000 shares of Common Stock, and issue to Cyber One 850,000 shares of Common Stock which the Company warrants and represents will equal in the aggregate approximately two percent (2%) of the Company’s outstanding authorized Common Stock following their issuance; and
(b)
no later than 6:00 p.m. (New York City) on October 21, 2024, pay to each of Kips Bay and Cyber One the separate amount of $500,000, in cash in immediately available funds, which shall be additional to any amounts owing under the Forbearance Agreement.
3.
Board Consent. On the date hereof, the Company shall deliver to each Holder, a unanimous consent of the board of directors of the Company duly executed by each member thereof approving the Company's entrance into and delivery of this Amendment and the performance of the transactions contemplated hereby in a form acceptable to the Holders.
4.
Binding Agreement. This Agreement shall bind and inure to the benefit of the respective successors and assigns of each of the parties hereto.
5.
Severability. The invalidity, illegality or unenforceability of any provision in or obligation under this Agreement shall not affect or impair the validity, legality or enforceability of the remaining provisions or obligations hereunder.
6.
Effect of this Amendment. Except as expressly set forth herein, no other changes or modifications to the Purchase Agreement, the Notes or Forbearance Agreement are intended or implied, and in all other respects the Purchase Agreement, the Notes or Forbearance Agreement are hereby specifically ratified and confirmed by all parties hereto as of the date hereof. This Amendment and any instruments or documents delivered or to be delivered in connection herewith, represent the entire agreement and understanding concerning the subject matter hereof and thereof between the parties hereto, and supersede all other prior agreements, understandings, negotiations and discussions, representations, warranties, commitments, proposals, offers and contracts concerning the subject matter hereof, whether oral or written.
7.
References. All references in the Forbearance Agreement to “this Forbearance Agreement” or “the Forbearance Agreement” shall be deemed to refer to the Forbearance Agreement as amended by this Amendment.
8.
Counterparts; Headings; Recitals. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original but all of which when taken together shall together constitute one and the same instrument. A signature hereto sent or delivered by PDF, facsimile or other electronic transmission shall be as legally effective and binding as a signed original for all purposes. The titles and headings in this Amendment have no substantive meaning and are solely for the convenience of the parties. The Recitals hereto are hereby incorporated into this Amendment by this reference thereto.

2

 


 

9.
Further Assurances. The parties hereto shall execute and deliver such additional documents and take such additional action as may be reasonably necessary or desirable to effectuate the provisions and purposes of this Amendment.
10.
Governing Law; Forum. This Amendment and all claims or causes of action arising hereunder shall be governed by and construed in accordance with the choice of law set forth in the Forbearance Agreement, and in the event of a dispute arising under this Amendment, the Parties hereby submit to exclusive jurisdiction in the federal or state courts as provided for in the Forbearance Agreement.

[Signature Pages Follow]

 

 

3

 


 

 

IN WITNESS WHEREOF, duly authorized officers of each of the undersigned have executed this Amendment to Forbearance and Settlement Agreement as of the date first written above.

 

 

 

CYBER APP SOLUTIONS CORP.

 

 

By:

/s/ Steven Looper

Name:

Steven Looper

Title:

CEO

 

 

KIPS BAY SELECT LP

 

 

By:

/s/ Roman Rogol

Name:

Roman Rogol

Title:

 

 

 

CYBER ONE, LTD

 

 

By:

/s/ Nathan Smith

Name:

Nathan Smith

Title:

 

 

 

 

 

[Signature Page to Amendment to Forbearance and Settlement Agreement]

 

 


Slide 1

Investor Presentation October 2024 OTC: CYRB Sustainably Produced Helium and CO2


Slide 2

Disclaimer Forward Looking Statements This presentation of Proton Green (or the “Company”) contains forward-looking statements within the meaning of the federal securities laws. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, and goals, assumption of future events or performance are not statements of historical fact and may be deemed “forward-looking statements.” Forward-looking statements can often be identified by the use of words such as “may,” “will,” “estimate,”“intend,” “continue,” “believe,” “expect,” “plan,” “propose,” “projected,” “seek,” or “anticipate,” although not all forward-looking statements contain these or other identifying words. Forward-looking statements are based on expectations, estimates and projections at the time the statements are made that involve a number of risks and uncertainties which could cause actual results or events to differ materially from those presently anticipated. Such forward-looking statements relate to, among other things: expected revenue, cash flow and earnings growth; estimates regarding natural resource reserves, future natural resource prices and present values of such reserves; strategies and timelines for growth of the Company’s business; and projected capital expenditures. These statements are qualified by important factors that could cause the Company’s actual results to differ materially from those reflected by the forward-looking statements. Such factors include, but are not limited to: the Company’s ability to locate and acquire suitable interests in natural resource properties on terms acceptable to the Company; the Company’s ability to obtain working capital as and when needed on terms acceptable to the Company; the ability to integrate, manage and operate acquired natural resource properties; the ability of the Company to build and maintain a successful operations infrastructure and to retain key personnel; possible insufficient cash flows and resulting illiquidity; government regulations; lack of diversification; political risk, international instability and the related volatility in the prices of natural resources; increased competition; stock volatility and illiquidity; the Company’s potential failure or inability to implement fully its business plans or strategies; general economic conditions; and the risks and factors described from time to time in the Company’s offerings, reports and filings with the U.S. Securities and Exchange Commission (the “SEC”). The Company cautions readers not to place undue reliance on any forward-looking statements. TheCompany does not undertake, and specifically disclaims any obligation, to update or revise such statements to reflect new circumstances or unanticipated events as they occur.The information contained in this presentation is provided by the Company for informational purposes only and does not constitute an offer to buy or an invitation to sell securities of Proton Green or other financial products. The information contained herein is not investment or financial product advice and is not intended to be used as the basis for making an investment decision. The views, opinions and advice provided in this presentation reflect those of the individual presenters and are provided for information purposes only. The presentation has been prepared without taking into account the investment objectives, financial situation or particular needs of any particular person. No representation or warranty, expressed or implied, is made as to the fairness, accuracy, completeness or correctness of the information, opinions and conclusions in this presentation. To the maximum extent permitted by law, neither the Company nor any of its respective directors, officers, employees or agents, nor any other person accepts any liability, including, without limitation, any liability arising out of fault or negligence, for any loss arising from the use of the information contained in this presentation.


Slide 3

Proton Green Overview Proton Green is an industrial gas company with exclusive resource rights to one of the largest helium and beverage grade CO2 reservoirs in North America 3 St. Johns Dome Represents a World-Class Asset: Exclusive resource rights in an asset that could impact international supply dynamics Strong Macroeconomic Tailwinds: Helium is a key element in many modern technologies, while CO2 is in constant demand in the region amidst an industry-wide shortage of beverage grade CO2 Modular Production Plants: Scalable and repeatable with initial production expected to begin in early 2026 Risk-Managed Offtake Strategy: Targeting ‘direct-to-consumer’ sales or via industrial gas companies, driving a predictable revenue stream with stable offtake partners with the opportunity to take advantage of spot demand as opportunities arise. Sustainably Produced: Notably, helium and CO2 produced in St. Johns Dome free of hydrocarbons Experienced leadership team with history of value creation in O&G space Proton Green, Inc. OTC: CYRB PRTN Symbol Reserved with NYSE Share Price1 $4.99 Market Cap1 $405M Helium Resources2 NPV10 Value 33 Billion CF $1.06 Billion CO2 Resources NPV10 Value 450+ Million Tons $2.3 Billion Shares Outstanding3 84.1M Insider Holdings 59.6% Headquarters Houston, TX As of Sep. 30, 2024 1 MCF is equivalent to one thousand cubic feet (CF) As of Sep. 23, 2024


Slide 4

4 St. Johns Field – Asset Overview With operating control over St. Johns Field, a 170,500 acre property in Arizona, the Company is well positioned to become a leading North American producer of helium and beverage grade CO2 Sustainable Helium Resource Proton Green maintains 33 billion cubic feet of recoverable helium, with a PV10 value of $1.06B per a third-party engineering report from Hass & Cobb Helium production contracted for fixed-price offtake with industrial gas distribution and marketing companies Sustainable Food & Beverage Grade CO2 Accessible reservoirs contain an estimated 450+ million tons of CO2, with a PV10 value of $2.3B per a third-party engineering report from Hass & Cobb CO2 production expected to be contracted for fixed-price offtake with industrial gas customers with optionality for others in time Strategic Location Provides Ease of Recovery & Sale St. Johns Field is located in a region with easy access to national and international helium markets Sustainably produced, with both helium and CO2 produced in St. Johns Field containing no hydrocarbon component


Slide 5

Helium & CO2 Market Overview 5


Slide 6

Substantial Demand from Multiple End Markets The US provides 50+% of global helium supply & demand Helium production is highly consolidated, with 5 fields supplying 80% of global consumption & accessible to only 9 companies Geopolitical risks associated with Qatar and Russia create ongoing supply side uncertainty CAGR 8.3% Helium Uses Regional Analysis Market Size Global Share of Helium Applications (%) In 2021 (%) US$ Billions North America Europe Asia Pacific Middle East and Africa South America Cryogenics Lifting Electronics Optical Fiber Welding Leak Detection Analytical Pressure and Purging Diving Other


Slide 7

State of F&B Grade CO2 Supply in the United States CO2 Supply Disruptions Expected Association News Aug 5, 2024 Supermarket shelves depleted of soft drink amid low supply of CO2 By Sue Daniel Feb 29, 2024 There’s a Carbon Dioxide Shortage, and Food and Drink Makers are Scrambling By Jesse Newman Aug. 26, 2022 CO2 Shortages: How did we get here? Molly Burgess Jul 31, 2024 What’s Causing the CO2 Shortage and How to Remedy It By John Bell Jan 17, 2023 U.S. CO2 Shortages due to gas contamination and supply chain disruptions have left an in-demand market ripe for new suppliers Jackson Dome, a major source of natural CO2, began producing contaminated gas in 2022 and additional infrastructure is required to bring the gas back to food and beverage grade


Slide 8

Our Approach to Production


Slide 9

Modular, Scalable Production Plan Plant 1 Requires ~$27M in CapEx with Significant Production Upside Modular Approach: Production to be scaled up on a ‘plant by plant” basis, allowing for straightforward, repeatable installs. 99.999% Purity Helium Production: Expected ~50 thousand cubic feet per day (”mcfd”) in production from Plant 1. Beverage Grade CO2 Production: Expecting ~500 tons per day (“tpd”) in production from Plant 1. Risk Managed Price Strategy: Targeting sales through either ‘direct-to-consumer’ or industrial gas companies, hedging capital risk but retaining option value of spot sales. Highly Scalable: As Proton Green is ready to scale production further, it simply needs to purchase additional plants, with each having a 12–18 month lead time and a similar if not lower incremental cost going forward. Market Price $300/mcf $400/mcf $500/mcf Est. Annual Helium Revenue $5.5 M $7.3 M $9.1 M Market Price $75/Ton $150/Ton $225/ton Est. Annual CO2 Revenue $13.7 M $27.4 M $41.1 M Helium Production: Revenue Matrix at 50 mcfd CO2 Production: Revenue Matrix at 500tpd + Prospective Plant 1 Economics


Slide 10

Experienced Leadership Team David Hobbs Steven Looper John Mark Coates Kenneth Winters Executive Chairman Chief Executive Officer Chief Technology Officer Chief Financial Officer Mr. Hobbs is an expert in energy industry structure and strategies with nearly 40 years of experience. Executive Chairman of Pantheon Resources Plc Former Head of Research at KAPSARC where he established a world leading think tank in Saudi Arabia. Chief Energy Strategist at IHS (Now S&P Global) and Co-Chair of CERAWEEK providing insights to governments and energy companies around the world Former Head of Business Development with Monument Oil & Gas as well as managed North American and Asian businesses of Hardy Oil & Gas. Mr. Looper has been an independent oil and gas producer since 1982. Experience drilling and operating wells in Colorado, Kentucky, Louisiana, New Mexico, Oklahoma, Texas and Wyoming. Project management in Botswana, Canada, South Africa and Zimbabwe. Since 1993, Mr. Looper has been focused on the development of large resource plays in West Texas at Riata Energy, Inc. and most recently in the Barnett Shale trend where his capital providers achieved >100% rates of return. Mr. Coates is an experienced oil and gas professional with a career emphasis on large scale unconventional resource development. Joined MCN Corp (now DTE Energy) in a senior management role to successfully develop a multi-TCF natural gas reserve base in the US. Cofounded Patrick Energy, an E&P company, with funding from a family office that led to a series of privately funded companies being built and sold over the past twenty years. Mr. Winters has over 16 years of public company accounting experience, with a heavy focus in the oil and gas and renewable energy industry. Previously served as the Corporate Controller of Rosehill Operating Company, VP of Accounting for Alert Logic, Corporate Controller and Financial Reporting Manager for KiOR, Inc., and worked in the audit practice for Deloitte and Touche. Holds a Master of Professional Accountancy and a Bachelor of Business Administration from Stephen F. Austin State University.


Slide 11

Key Takeaways St. Johns Dome Represents a World-Class Asset: Exclusive resource rights in an asset that could impact international supply dynamics Strong Macroeconomic Tailwinds: Helium is a key element in many modern technologies, while CO2 is in constant demand in the region amidst an industry-wide shortage of beverage grade CO2 Modular Production Plants: Scalable and repeatable with initial production expected to begin in early 2026 Risk-Managed Offtake Strategy: Targeting ‘direct-to-consumer’ sales or via industrial gas companies, driving a predictable revenue stream with stable offtake partners with the opportunity to take advantage of spot demand as opportunities arise. Sustainably Produced: Notably, helium and CO2 produced in St. Johns Dome are free of hydrocarbons Experienced leadership team with history of value creation in O&G space


Slide 12

Investor Relations Lucas A. Zimmerman Managing Director MZ Group – MZ North America 949-259-4987 PRTN@mzgroup.us Contact www.protongreen.com Sustainably Produced Helium and CO2

EXHIBIT 99.2

 

img77812736_0.jpg

 

Proton Green Issues Shareholder Letter and Provides Corporate Update

 

HOUSTON – October 17, 2024 -- Proton Green, LLC (OTC: CYRB) (“Proton Green” or the “Company”), an operator of one of the largest helium and beverage grade CO2 hubs in North America, today issued a letter to shareholders from Steven Looper, Chief Executive Officer of Proton Green.

 

Dear Shareholders,

 

2024 has been a year of foundation building while we worked to execute on the pre-commercial development of our helium and CO2 resources in the Southwestern United States. We have continued to focus on external financing and negotiation of long-term sales agreements that will enable the construction of our scalable and modular production plants through a combination of non-dilutive debt and equity. We believe our development plan positions the company for initial production by early 2026, and for us to become one of the leading North American producers of helium and beverage grade CO2 once operating at scale.

 

Asset Overview

 

As a reminder, we hold leases and 100% operating control over the world class asset St. Johns Field, a 170,500 gross acre property in Apache County, Arizona. Our initial development plan consists of tapping the northern area of the field, to which independent third-party Hass & Cobb attributes 10.3 billion cubic feet ("BCF”) of contingent helium resources and 39.5 million tons of contingent beverage grade CO2.

 

Those same independent third-party engineering reports from Hass & Cobb estimate 33 billion cubic feet of recoverable helium, with a PV10 value of $1.06B based on the fixed-price offtake contracts with industrial gas distribution and marketing companies during the pilot production phase. They also estimate 450+ million tons of CO2, with a PV10 value of $2.3B. The initial phase of field development will focus on the zones where helium concentrations are highest. CO2 offtake is expected to be contracted for fixed-terms with price escalators to industrial gas distributors for a proportion of each processing plant’s capacity, retaining optionality for others in time. Helium and CO2 produced from the St. Johns Dome contain no hydrocarbon contamination, making it a strong solution for the ongoing supply shortage for food and beverage grade CO2.

 


 

Market Conditions

 

Our exclusive resource rights in St. Johns Field could impact international supply dynamics, as helium is a key essential element in many modern technologies including space and satellite applications, data centers and quantum computing, semiconductor manufacturing and MRI machines. The demand for helium was estimated at 5.9 billion cubic feet (Bcf) for 2023 and is expected to increase to 8 Bcf by 2030, according to Gasworld. The U.S. has been a leading producer of helium, with a current market share of roughly 40% of global production, but expected to decrease to about 30% by 2030. The next leading producers of helium have been Russia, Algeria and Qatar – each subject to geopolitical risks and ongoing supply side uncertainty. Helium production is highly consolidated with 5 fields, accessible to only 9 companies, supplying 80% of global demand.

 

CO2 is in constant demand, with the U.S. market size valued at $3.2 billion in 2021 and expected to grow at a CAGR of 8.4% through 2030, according to Grandview Research. Food and beverage grade CO2 represents 34% of the US market, commonly utilized for carbonating soft drinks and beer. Food and beverage grade CO2 must meet strict quality standards to ensure safety and taste in the final beverage product, often involving purification processes by manufacturers. Shortages due to supply chain disruptions and reliability issues for supplies where CO2 is a byproduct of another industrial process have created a market ripe for new reliable suppliers.

 

Operational and Corporate Updates

 

We completed the installation of our first pilot helium processing plant with processing capacity of approximately 4 million cubic feet per day of inlet gas and commenced production, generating our first helium revenues during the third quarter of 2023. However, after data gathering and the learnings of operating at pilot scale, we idled the pilot plant in June 2024. As many may know, pilot plants are inherently not suitable for production at scale due to intrinsic design limitations.

 

Looking ahead, we are taking a modular approach to scaling up Proton Green, with production expected to be added on a ‘plant by plant” basis, providing a straightforward, defined and highly repeatable process whenever we are prepared to increase production. Our first plant – Plant 1 – is expected begin production by early 2026 at a rate of ~50 thousand cubic feet per day (“mcfd”) of helium and a further ~500 tons per day (“tpd”) of CO2.

 

At illustrative helium pricing of $400/mcf and CO2 pricing of $150/ton, it could produce $35 million in gross revenue annually with an initial CapEx investment of just $27 million. Furthermore, each plant is designed with low cost debottlenecking opportunities to double capacity for an investment of $6 million. The pace of installation will rely upon availability of external financing and negotiation of long-term sales agreements, both of which we are actively working to address. We have settled on the optimum plant design and expect to contract for the supply of our first modular plant shortly.

 


 

To help guide the company, we recently announced the Board’s intention to appoint respected finance leader Terrence F. Martell, Ph.D. to Board of Directors at our next annual meeting of shareholders. Terrence is a Saxe Distinguished Professor of Finance at Baruch College/CUNY, bringing a significant base of finance and corporate governance expertise to the Proton Green Board. Concurrently, he serves as Chairman of Intercontinental Exchange ("ICE") Clear US - the US clearing house for ICE's futures and options trading - as well as a Director of ICE Clear Credit and Vice Chair of ICE Futures U.S. We are sure to benefit from his insights and contributions in the quarters to come.

 

National Exchange Uplist

 

Looking ahead, we realize the importance of establishing more regular communications with the investment community as well as building a best-in-class investor relations and corporate communications program. To that end, we have engaged MZ Group as advisors to lead a comprehensive investor relations and financial communications program across all key markets.

 

Concurrently, we have prioritized a near-term uplisting to the New York Stock Exchange with ticker symbol “PRTN” reserved, which we believe will further broaden our potential investor base and liquidity. Moving to a U.S. national exchange would represent a significant milestone for Proton Green which we expect to corporate visibility, improve liquidity, and raise awareness of our company in the financial markets.

 

Final Thoughts

 

Our near-term focus on funding, uplisting, creating a clear development plan and strengthening management have positioned the company for success. We have been working tirelessly to drive the development and commercialization of our modular, scalable production plan and price hedged offtake strategy. Taken together, these efforts have created the potential for high of operational execution on our path to commercialization in 2025. The entire team remains incredibly confident in our path ahead, and we look forward to additional operational momentum in the months to come.

 

Sincerely,

 

Steven Looper
Chief Executive Officer of Proton Green

 


 

About Proton Green, LLC

 

Proton Green LLC (OTC: CYRB) is an operator of one of the largest Helium and beverage grade CO2 reservoirs in North America. Following successful pilot drilling initiatives, the Company is poised to leverage its exclusive production rights to St. Johns Field – a 170,500 acre property in Arizona with a reservoir holding 33 billion cubic feet of helium as well as a 450 million tons of CO2 – to emerge as a leading North American producer of these high-demand industrial gases. Notably, both Helium and CO2 produced at St. John’s Field contain no hydrocarbon component. To learn more, please visit our website at www.protongreen.com.

 

Forward-Looking Statements

 

This press release may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: “anticipate,” “intend,” “plan,” “goal,” “seek,” “believe,” “project,” “estimate,” “expect,” “strategy,” “future,” “likely,” “may,” “should,” “will” and similar references to future periods. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on the Company’s current beliefs, expectations and assumptions regarding the future of its business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of the Company’s control. The Company’s actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. A description of certain of these risks, uncertainties and other matters can be found in filings we make with the U.S. Securities and Exchange Commission, all of which are available at www. sec.gov. Any forward-looking statement made in this press release is based only on information currently available to the Company and speaks only as of the date on which it is made. The Company undertakes no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

 

Investor Relations Contact:
Lucas A. Zimmerman
Managing Director
MZ Group - MZ North America
(949) 259-4987
PRTN@mzgroup.us
www.mzgroup.us