Onfolio Holding, Inc. has mutually terminated its binding Letter of Intent (LOI) with Paramount Helium LLC, ending plans for a strategic combination that would have established the company in the global industrial gas market. The decision was reached after several conditions required for closing the transaction were not met and were not expected to be fulfilled. Both Onfolio and Paramount agreed that terminating the LOI was in the best interest of their respective shareholders, allowing them to pursue other options.

The proposed transaction was contingent upon the completion of due diligence, the raising of sufficient capital by Paramount, and the delivery of audited financial statements. These prerequisites remained unfulfilled, leading to the mutual decision to halt the strategic transaction. Onfolio, listed on Nasdaq under the ticker ONFO and ONFOW, operates as an owner-operator of cash-generative online businesses.

Key Details of the Terminated Agreement

The failure to meet the stipulated conditions, including financial and procedural requirements, rendered the transaction unviable. Consequently, the companies have ceased efforts to move forward with the strategic combination.

Onfolio Holdings Inc. has signed a binding Letter of Intent (LOI) with Paramount Helium LLC to access an estimated $3 billion US-based helium resource. The strategic combination aims to establish the company in the $122 billion global industrial gas market. This move positions Onfolio to target potential supply into semiconductor manufacturing, space exploration, and aerospace & defense sectors.

As part of the transaction, Paramount Helium has agreed to terms with the secured creditors of Proton Green, LLC to acquire the senior debt position secured by Proton Green’s helium and carbon dioxide assets in North America. The assets are located within the St. Johns Unit in northeastern Arizona. The resource is estimated to hold recoverable volumes of more than 20 billion cubic feet of helium, approximately ten times the size of the recently privatized US Federal Helium Reserve. If the project moves forward, Onfolio believes the assets could become one of North America’s largest helium resources and the region’s largest single source of merchant carbon dioxide production.

Strategic Importance and Resource Potential

The company emphasized the growing strategic significance of helium for the United States, particularly regarding domestic resource independence and supply chain security. Recent disruptions to helium production in Qatar, which accounts for approximately one-third of global supply, have highlighted vulnerabilities in relying on concentrated foreign sources. While not currently on the US Geological Survey’s official critical minerals list, helium is widely regarded as strategically important for national defense, aerospace, and emerging quantum computing technologies.

Helium-3 and Market Position

Independent analysis has identified the St Johns Dome to contain the largest identified terrestrial resource of Helium-3 (3He), a rare isotope with applications in quantum computing, neutron detection equipment, and nuclear fusion power generation. The assessment indicates more than 50 kg in the core development area, with an expected sales value of $10-$20 million per kg.