/NOT FOR DISTRIBUTION TO THE U.S. NEWSWIRE OR
FOR DISSEMINATION IN THE UNITED
STATES/
CALGARY,
AB, Nov. 30, 2023 /CNW/ - First Helium
Inc. (TSXV: HELI) (OTCQX: FHELF) (FSE: 2MC) (the
"Company" or "First Helium") announces that it has
filed a preliminary short form prospectus (the "Prospectus")
with the securities commissions in each of the Provinces of
Canada (other than Quebec) (the "Canadian Jurisdictions"),
in connection with a marketed public offering (the
"Offering") of units of the Company (the "Units") at
a price of C$0.09 per Unit for
aggregate gross proceeds of up to approximately C$5 million.
Each Unit shall consist of one common share of the Company (a
"Common Share") and one common share purchase warrant (a
"Warrant") of the Company. Each Warrant shall entitle the
holder to purchase one Common Share (a "Warrant Share") at a
price of C$0.12 per Warrant Share for
a period of 36 months from the closing of the Offering.
The Offering will be led by Canaccord Genuity Corp. (the
"Lead Agent"), on behalf of a syndicate of agents (together
with the Lead Agent, the "Agents").
The Offering is being conducted on a "commercially reasonable
efforts" agency basis and is subject to customary closing
conditions, including, but not limited to, the entering into of an
agency agreement with the Agents and the approval of the securities
regulatory authorities and the TSX Venture Exchange. The Offering
is expected to close on December 19,
2023, or other such date as may be agreed upon by the
Company and the Lead Agent.
The Company intends to use the net proceeds of the Offering to
fund additional asset development, working capital and operating
expenses, all as described in more detail in the Prospectus.
The Offering will be completed (i) by way of a short form
prospectus filed in the Canadian Jurisdictions, (ii) on a private
placement basis in the United
States pursuant to exemptions from the registration
requirements of the United States Securities Act of 1933, as
amended (the "U.S. Securities Act"), and (iii) outside
Canada and the United States on a basis which does not
require the qualification or registration of any of the Company's
securities under domestic or foreign securities laws.
The Prospectus is available on SEDAR+ at www.sedarplus.ca.
Amended Private Placement
The Company also announces that it is amending the terms of its
non-brokered private placement (the "Private Placement",
together with the Offering, the "Offerings") previously
announced on October 12, 2023. The
amended Private Placement will now be comprised of up to 30,000,000
units (the "PP Units") for total gross proceeds of up to
C$2.7 million. Each PP Unit will be
issued at a price of C$0.09 and
consist of one Common Share and one common share purchase warrant
(a "PP Warrant"). Each PP Warrant will entitle the holder
thereof to purchase one Common Share (a "PP Warrant Share")
at a price of C$0.12 per PP Warrant
Share for a period of 36 months from the closing of the Private
Placement. The PP Warrants will not be subject to acceleration. The
Company also intends to use the net proceeds from the Private
Placement for the above-mentioned purposes.
Subject to compliance with applicable regulatory requirements
and in accordance with National Instrument 45-106
- Prospectus Exemptions ("NI 45-106"), the
Private Placement is being made to purchasers resident in each of
the Provinces of Canada, except Quebec, pursuant to the
listed issuer financing exemption under Part 5A of NI 45-106 (the
"LIFE Exemption"), the "accredited investor" exemption,
and/or other available exemptions from the prospectus
requirement.
The securities offered under the LIFE Exemption will not be
subject to a hold period in accordance with applicable Canadian
securities laws. There is an offering document (the "LIFE
Offering Document") related to the Private Placement that
can be accessed under the Company's profile
at www.sedarplus.ca and on the Company's website
at: www.firsthelium.com. Prospective investors should read
this LIFE Offering Document before making an investment
decision.
This news release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of the
securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful. The securities have not been and will
not be registered under the U.S. Securities Act or any applicable
state securities laws, and may not be offered or sold to, or for
the account or benefit of, persons in the
United States or to U.S. persons unless registered under the
U.S. Securities Act and applicable state securities laws or an
exemption from such registration is available. "United
States" and "U.S. persons" shall have the meanings assigned to them
in Regulation S under the U.S. Securities Act.
ABOUT FIRST HELIUM
Led by a core Senior Executive Team with diverse and extensive
backgrounds in Oil & Gas Exploration and Operations, Mining,
Finance, and Capital Markets, First Helium seeks to be one of the
leading independent providers of helium gas in North America.
Building on its successful 15-25 helium discovery well at the
Worsley project, the Company has
identified numerous follow-up drill locations and acquired an
expansive infrastructure system to facilitate future exploration
and development of helium across its Worsley land base. Cash flow from its
successful oil wells at Worsley
has helped support First Helium's ongoing helium exploration and
development growth strategy. Further potential oil drilling
locations have been identified on the Company's Worsley land base.
First Helium holds over 60,000 acres along the highly
prospective Worsley Trend in Northern
Alberta. In addition to continuing its ongoing
exploration and development drilling at Worsley, the Company has evaluated over
880,000 acres in the Southern Alberta Helium Fairway and has
identified several areas for future exploration drilling.
For more information about the Company, please visit
www.firsthelium.com.
ON BEHALF OF THE BOARD OF DIRECTORS
Edward J. Bereznicki
President, CEO and Director
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this release.
A preliminary prospectus containing important information
relating to these securities described herein has been filed with
securities commissions or similar authorities in certain
jurisdictions of Canada. The
preliminary prospectus is still subject to completion or amendment.
There will not be any sale or any acceptance of an offer to buy the
securities until a receipt for the final prospectus has been
issued.
FORWARD LOOKING STATEMENTS
This press release contains forward looking statements within
the meaning of applicable securities laws. The use of any of
the words "anticipate", "plan", "continue", "expect", "estimate",
"objective", "may", "will", "project", "should", "predict",
"potential" and similar expressions are intended to identify
forward looking statements. In particular, this press release
contains forward looking statements concerning the planned
completion of the Offerings, the anticipated proceeds of the
Offerings, and the use of proceeds of the Offerings. Although
the Company believes that the expectations and assumptions on which
the forward looking statements are based are reasonable, undue
reliance should not be placed on the forward looking statements
because the Company cannot give any assurance that they will prove
correct. Since forward looking statements address future
events and conditions, they involve inherent assumptions, risks and
uncertainties. Actual results could differ materially from
those currently anticipated due to a number of assumptions, factors
and risks. These assumptions and risks include, but are not
limited to, assumptions and risks associated with the state of the
equity financing markets and regulatory approval.
Management has provided the above summary of risks and
assumptions related to forward looking statements in this press
release in order to provide readers with a more comprehensive
perspective on the Company's future operations. The Company's
actual results, performance or achievement could differ materially
from those expressed in, or implied by, these forward looking
statements and, accordingly, no assurance can be given that any of
the events anticipated by the forward looking statements will
transpire or occur, or if any of them do so, what benefits the
Company will derive from them. These forward looking
statements are made as of the date of this press release, and,
other than as required by applicable securities laws, the Company
disclaims any intent or obligation to update publicly any forward
looking statements, whether as a result of new information, future
events or results or otherwise.
SOURCE First Helium Inc.