Mr. Andrew Davidson reports

ROYAL HELIUM LTD. ANNOUNCES ELECTION TO ISSUE COMMON SHARES IN SATISFACTION OF CONVERTIBLE DEBENTURE INTEREST PAYMENT OBLIGATIONS AND FOR CONVERSION

In accordance with the terms of the two separate debenture indentures entered into between Royal Helium Ltd. and Computershare Trust Company of Canada, dated Feb. 8, 2023, and dated June 12, 2023, the company has elected to issue an aggregate of 8,448,929 common shares in the capital of the company at a price of 7.8 cents to the holders of the 14.0 per cent senior unsecured convertible debentures due Dec. 31, 2025, and the holders of the 12.0 per cent senior unsecured convertible debentures due June 30, 2025, as payment for the satisfaction of the interest payment of $70 for each $1,000 principal amount of 14 per cent debentures and the interest payment of $66.41 for each $1,000 principal amount of 12 per cent debentures. The aggregate amount of common shares also satisfies interest owing to a holder of 12 per cent debentures that elected to convert on April 1, 2024.

As of the date hereof, the outstanding principal amount under the February indenture amounts to $4.22-million and the outstanding principal amount under the June indenture amounts to $4.8-million. The company delivered two separate notices (as defined herein) to the trustee on June 10, 2024, pursuant to the terms of the February indenture and the June indenture. Each of the notices delivered to the trustee on June 10, 2024, provides that all of such interest obligations under each of the debenture indentures shall be paid by the company in common shares. An aggregate of 3,787,179 common shares shall be issued for each $1,000 principal amount of 14 per cent debentures in respect of interest owing of $295,400 payable by July 2, 2024. An aggregate of 3,692,308 common shares shall be issued for each $1,000 principal amount of 12 per cent debentures in respect of interest owing of $288,000 payable on July 2, 2024.

A debentureholder converted 12 per cent debentures on April 1, 2024, in connection with the June indenture. Interest owing up to the date of conversion amounted to $75,616.44. Section 2.1(f) of the debenture indentures, when dealing with payment of accrued interest on a conversion states that debentureholders converting their convertible debentures will receive, in addition to the applicable number of common shares, accrued and unpaid interest in respect of the convertible debentures surrendered for conversion up to but excluding the date of conversion from, and including, the most recent interest payment date. For clarity, payment of such interest, whether in cash or by delivery of common shares, may, at the option of the company, be paid on the next regularly scheduled interest payment date following the date of conversion. The company will satisfy the payment of the interest to the debentureholder that has converted by issuing 969,442 common shares at a price of 7.8 cents.

Pursuant to the debenture indentures, the company shall have the right, from time to time (including following conversion, at the time of redemption or at the time of maturity), to make a common share interest payment election in respect of any interest obligation under the debenture indentures by delivering a notice to the trustee no later than the earlier of (i) the date required by applicable law or the rules of any stock exchange on which the convertible debentures or common shares are then listed; and (ii) the day which is 15 business days prior to the interest payment date to which the common share interest payment election relates. The notice shall provide that all or a portion of such interest obligation may be paid by the company in common shares by the delivery of common shares, as provided in the debenture indenture, in an amount equal to (a) the amount of interest payable pursuant to such interest obligation divided by (b) the VWAP (volume-weighted average price) of the common shares for two trading days immediately prior to, and the two trading days immediately following delivery of the notice.

Pursuant to the debenture indentures, holders converting their debentures will receive, in addition to the applicable number of common shares, accrued and unpaid interest (less any taxes required to be deducted) in respect of the debentures surrendered for conversion up to but excluding the date of conversion from, and including, the most recent interest payment date (as defined in the debenture indentures). For clarity, payment of such interest, whether in cash or by delivery of common shares pursuant to the exercise of the common share interest payment election (as defined in the debenture indentures), may, at the option of the company, be paid on the next regularly scheduled interest payment date (as defined in the debenture indentures) following the date of conversion.

The issuance of the common shares as payment for interest owing on the convertible debentures will be subject to the terms and conditions of the debenture indentures, as well as the receipt of all requisite approvals, including, without limitation, the approval of the TSX Venture Exchange.

About Royal Helium Ltd.

Royal is an exploration, production and infrastructure company with a primary focus on the development and production of helium and associated gases.

We seek Safe Harbor.