/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE
SERVICES OR DISSEMINATION IN THE UNITED
STATES/
SASKATOON, SK, May 8, 2024
/CNW/ - Royal Helium Ltd. (TSXV: RHC) (OTCQB:
RHCCF) ("Royal" or the "Company") is
pleased to announce that it has completed its previously announced
bought deal public offering (the "Offering") of units
of the Company (the "Units") for aggregate gross proceeds of
$6,000,030. Pursuant to the Offering,
a total of 66,667,000 Units were sold at a price of $0.09 per Unit.
Each Unit consists of one common share in the capital of the
Company (each, a "Common Share") and one common share
purchase warrant of the Company (each, a
"Warrant"). Each Warrant shall entitle the holder
thereof to purchase one Common Share at an exercise price of
$0.12 per Common Share
for a period of 36 months following closing of the
Offering. The Warrants will commence trading on the TSX
Venture Exchange under the symbol "RHC.WT.B" on or about
May 13, 2024.
The Offering was completed pursuant to an underwriting agreement
dated April 24, 2024 entered into
among the Company and a syndicate of underwriters led by Research
Capital Corporation as the lead underwriter and sole bookrunner
(the "Lead Underwriter"), on behalf of a syndicate of
underwriters, including Canaccord Genuity Corp., Cormark Securities
Inc. and Eight Capital Corp. (together with the Lead Underwriter,
the "Underwriters").
The net proceeds from the Offering will be used for new
high-impact drilling on the 40 Mile project in southern
Alberta, development through the
Saskatchewan helium corridor,
completion and testing of an existing discovery at the Ogema project, working capital and
general corporate purposes.
Pursuant to the Offering, certain management and insiders
acquired 1,532,888 Units in total. Their participation is
considered to be a "related party transaction" as defined under
Multilateral Instrument 61-101 – Protection of Minority Security
Holders in Special Transactions ("MI 61- 101"). The
transaction is exempt from the formal valuation and minority
shareholder approval requirements of MI 61-101 by virtue of the
exemptions contained in Section 5.5(a) and Section 5.7(1)(a) of MI
61-101 as neither the fair market value of the securities to be
distributed in the Offering nor the consideration to be received
for those securities, in so far as the Offering involves the
insiders, exceeds 25% of the Company's market capitalization. The
Company did not file a material change report in respect of the
related party transaction at least 21 days before the closing of
this Offering, as the Company was not aware of the level of insider
participation in the Offering at such time.
The Units were issued by way of a prospectus supplement dated
April 26, 2024 (the "Prospectus
Supplement") to the Company's short form base shelf prospectus
dated September 28, 2022 (the
"Base Shelf Prospectus"), filed in all of the provinces of
Canada, except Québec. Copies of
the Prospectus Supplement and the Base Shelf Prospectus are
available under the Company's profile on SEDAR+ at
www.sedarplus.ca.
This press release is not an offer to sell or the solicitation
of an offer to buy the securities in the
United States or in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to qualification or
registration under the securities laws of such jurisdiction. The
securities being offered have not been, nor will they be,
registered under the United States Securities Act of 1933, as
amended, and such securities may not be offered or sold within
the United States or to, or for
the account or benefit of, U.S. persons absent registration or an
applicable exemption from U.S. registration requirements and
applicable U.S. state securities laws.
The Company further announces that it has entered into an
agreement with Triomphe Holdings Ltd. (dba Capital Analytica)
("Capital Analytica") for investor relations and
communication services (the "Consulting Agreement"). The
Consulting Agreement has an initial term of three months,
commencing February 12, 2024, under which the Company will pay
Capital Analytica a fee of $60,000 with the option to
renew the Consulting Agreement for an additional three months for a
fee of $60,000 unless terminated earlier in accordance
with the Consulting Agreement.
Pursuant to the terms of the Consulting Agreement, Capital
Analytica will provide ongoing capital markets consultation,
ongoing social media consultation regarding engagement and
enhancement, corporate video dissemination, and other related
investor relations services. Capital Analytica is
a Nanaimo based company owned and operated by Jeff
French who is at arm's length to the Company and holds no
securities, directly or indirectly of the Company.
About Royal Helium Ltd.
Royal Helium is an exploration, production, and infrastructure
company with a primary focus on the development and production of
helium and associated gases. The Company's extensive
footprint includes prospective helium permits and leases
across southern Saskatchewan
and southeastern Alberta. Given
the current and foreseeable global undersupplied nature of this
critical and non-renewable product, Royal is well positioned to be
a leading North American producer of this increasingly high value
commodity.
Royal Helium's helium reservoirs are carried primarily with
nitrogen. Nitrogen is not considered a greenhouse gas (GHG) and
therefore the plant has a low GHG footprint when compared to plants
in other jurisdictions that rely on large scale natural gas
production for helium extraction. Helium extracted from wells in
Saskatchewan and Alberta can be up to 90% less carbon intensive
than helium extraction processes in other jurisdictions.
Andrew Davidson
Chief Executive Officer
Royal Helium Ltd.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
INFORMATION
This news release includes certain statements and information
that constitute forward-looking information within the meaning of
applicable Canadian securities laws. All statements in this news
release, other than statements of historical facts are
forward-looking statements. Such forward-looking statements and
forward-looking information specifically include, but are not
limited to, statements that relate to the use of proceeds of the
Offering, the timely receipt of all necessary approvals,
including any requisite approval of the TSX Venture
Exchange.
Statements contained in this release that are not historical
facts are forward-looking statements that involve various risks and
uncertainty affecting the business of the Company. Such statements
can generally, but not always, be identified by words such as
"expects", "plans", "anticipates", "intends", "estimates",
"forecasts", "schedules", "prepares", "potential" and similar
expressions, or that events or conditions "will", "would", "may",
"could" or "should" occur. All statements that describe the
Company's plans relating to operations and potential strategic
opportunities are forward-looking statements under applicable
securities laws. These statements address future events and
conditions and are reliant on assumptions made by the Company's
management, and so involve inherent risks and uncertainties, as
disclosed in the Company's periodic filings with Canadian
securities regulators. As a result of these risks and
uncertainties, and the assumptions underlying the forward-looking
information, actual results could materially differ from those
currently projected, and there is no representation by the Company
that the actual results realized in the future will be the same in
whole or in part as those presented herein. the Company disclaims
any intent or obligation to update forward-looking statements or
information except as required by law. Readers are referred to the
additional information regarding the Company's business contained
in the Company's reports filed with the securities regulatory
authorities in Canada. Although
the Company has attempted to identify important factors that could
cause actual actions, events, or results to differ materially from
those described in forward-looking statements, there may be other
factors that could cause actions, events or results not to be as
anticipated, estimated or intended. For more information on the
Company and the risks and challenges of its business, investors
should review the Company's filings that are available at
www.sedarplus.ca.
The Company provides no assurance that forward-looking
statements and information will prove to be accurate, as actual
results and future events could differ materially from those
anticipated in such statements or information. Accordingly, readers
should not place undue reliance on forward-looking statements or
information. The Company does not undertake to update any for-ward
looking statements, other than as required by law.
SOURCE Royal Helium Ltd.
