ASP Isotopes Announces Proposed Merger of Noble Africa with ENDRA Life Sciences and Approximately $50 Million Concurrent Private Placement Financing (Form 8-K)

ASP Isotopes Announces Proposed Merger of Noble Africa with ENDRA Life Sciences and Approximately $50 Million
Concurrent Private Placement Financing

Combination, if successful, would establish Noble Africa as a Nasdaq-listed helium platform for Renergen's Virginia Gas Project

Listing expected to provide investors with direct exposure to one of the few publicly traded helium development assets globally, at a time of tightening supply

Concurrent private placement expected to generate approximately $50 million in gross proceeds to support project development

DALLAS, TX and ANN ARBOR, MI, June 25, 2026 (GLOBE NEWSWIRE) -- ASP Isotopes Inc. (NASDAQ: ASPI) ("ASP Isotopes," "ASPI" or the "Company"), an advanced materials company focused on developing technologies and processes for the production of critical materials used in multiple industries, and ENDRA Life Sciences Inc. (NASDAQ: NDRA) ("ENDRA" or "NDRA"), a pioneer in thermoacoustic biomarker imaging for early detection and monitoring of steatotic liver disease (SLD), today announced that ASP Isotopes' wholly-owned subsidiary, Noble Africa LLC ("Noble Africa"), an intermediate holding company for Renergen Limited ("Renergen"), will merge with a subsidiary of ENDRA, with Noble Africa continuing as the surviving entity (the "Proposed Merger" and, together with the related transactions, the "Proposed Transactions"). Upon completion of the Proposed Transactions, the combined company plans to operate under the name Noble Africa Inc. and will apply to trade on The Nasdaq Stock Market LLC ("Nasdaq") under the ticker symbol "NOBA."

In connection with the Proposed Transactions, Noble Africa has entered into subscription agreements with certain accredited investors, qualified institutional buyers and non U.S.-persons securing commitments for a private placement into Noble Africa that is expected to result in total gross proceeds of approximately $50 million, including approximately $20 million from ASP Isotopes, as the lead investor, and approximately $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 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," 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.

About the Proposed Transactions

Under the terms of the merger agreement, as of the closing of the Proposed Transactions, ASP Isotopes is expected to own approximately 89% of the combined company, the pre-closing ENDRA stockholders are expected to own approximately 3% of the combined company, and investors in the private placement financing (other than ASPI) are expected to own approximately 7% of the combined company.

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 2026, subject to the effectiveness of a registration statement to be filed with the U.S. Securities and Exchange Commission (the "SEC") 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 plans to operate under the name Noble Africa Inc. and will initially be led 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 of Directors will consist of five directors selected by ASP Isotopes, including the Chief Executive Officer of the combined company, four non-executive directors designated by ASP Isotopes and one non-executive director designated by ENDRA.

Advisors

Lucid Capital Markets is serving as financial advisor, and K&L Gates LLP is serving as legal counsel, to ENDRA. Haynes and Boone, LLP is serving as legal counsel to ASP Isotopes. Lucid Capital Markets (U.S. investors) and OceanWall (ex-U.S. investors) are acting as placement agents in connection with the concurrent private placement financing. Ellenoff Grossman & Schole LLP is serving as legal counsel to the placement agents.

About ASP Isotopes Inc.

ASP Isotopes is developing a differentiated isotope enrichment platform to strengthen global supply chain access to critical materials used in nuclear medicine, next-generation semiconductors, and nuclear energy. ASP Isotopes' proprietary technologies, the Aerodynamic Separation Process ("ASP technology") and Quantum Enrichment ("QE technology"), are designed to enable the production of isotopes for a range of industrial and advanced technology applications. ASP Isotopes operates isotope enrichment facilities in Pretoria, South Africa, focused on the enrichment of low atomic mass elements, or light isotopes. For more information, please visit www.aspisotopes.com.

About Renergen

Renergen Limited, a subsidiary of ASP Isotopes Inc., is a company incorporated under the laws of the Republic of South Africa whose principal asset is its 94.5% equity ownership in Tetra4 Proprietary Limited. Tetra4 Proprietary Limited holds an onshore petroleum production right and engages in the production and liquefaction of natural gas and the exploration and development of helium resources at the Virginia Gas Plant located in Free State Province, South Africa.

About ENDRA Life Sciences Inc.

ENDRA Life Sciences is the pioneer of Thermo Acoustic Enhanced UltraSound (TAEUS ®), a ground-breaking technology being developed to assess tissue fat content and monitor tissue ablation during minimally invasive procedures, at the point of patient care. TAEUS ® is focused on the measurement of fat in the liver as a means to assess and monitor steatotic liver disease and metabolic dysfunction-associated steatohepatitis, chronic liver conditions that affect over two billion people globally, and for which there are no practical diagnostic tools.

Important Additional Information and Where to Find It

This communication relates to the Proposed Transactions involving ENDRA, ASP Isotopes Renergen and Noble Africa and may be deemed to be solicitation material in respect of the Proposed Transactions. In connection with the Proposed Transactions, ENDRA intends to file relevant materials with the SEC, including a registration statement on Form S-4 (the "Form S-4") that will contain a proxy statement (the "Proxy Statement") and prospectus. This communication is not a substitute for the Form S-4, the Proxy Statement or for any other document that ENDRA may file with the SEC and/or send to its stockholders in connection with the Proposed Transactions. INVESTORS AND STOCKHOLDERS OF ENDRA ARE URGED TO READ THE FORM S-4, THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ENDRA, ASP ISOTOPES, RENERGEN, NOBLE AFRICA, THE PROPOSED TRANSACTIONS AND RELATED MATTERS.

Investors and stockholders will be able to obtain free copies of the Form S-4, the Proxy Statement and other documents filed by ENDRA and ASP Isotopes with the SEC (when they become available) through the website maintained by the SEC at www.sec.gov. ENDRA'S Internet website address is www.endrainc.com. ENDRA's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, including exhibits, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act are available free of charge through the investor relations page of its Internet website as soon as reasonably practicable after it electronically files such material with, or furnishes such material to, the SEC.

Participants in the Solicitation

ENDRA, ASP Isotopes, Renergen, Noble Africa, and their respective directors and managers and certain of their executive officers and other members of management may be deemed to be participants in the solicitation of proxies from ENDRA's stockholders in connection with the Proposed Transactions under the rules of the SEC. Information about ENDRA's directors and executive officers, including a description of their interests in ENDRA, is included in ENDRA's most recent Annual Report on Form 10-K for the year ended December 31, 2025. Information about ASP Isotopes' directors and executive officers, including a description of their interests in ASP Isotopes, is included in ASP Isotopes' most recent Annual Report on Form 10-K for the year ended December 31, 2025. Additional information regarding the persons who may be deemed participants in the proxy solicitations, including the directors and executive officers of Renergen, and a description of their direct and indirect interests, by security holdings or otherwise, will also be included in the Form S-4, the Proxy Statement and other relevant materials to be filed with the SEC when they become available. These documents can be obtained free of charge from the sources indicated above.

No Offer or Solicitation