Mr. David Young reports

ROYAL HELIUM LTD. ANNOUNCES NON-BROKERED PRIVATE PLACEMENT OF CONVERTIBLE DEBENTURE UNITS FOR GROSS PROCEEDS OF UP TO $4.5 MILLION, AND PROPOSED EXCHANGE OF EXISTING CONVERTIBLE DEBENTURES

Royal Helium Ltd. intends to complete a non-brokered private placement offering of up to 13,520 convertible debenture units of the company at a price of $1,000 per debenture unit. Up to 4,500 of the debenture units will be issued to new investors for aggregate gross proceeds to Royal Helium of up to $4.5-million. Additionally, up to 9,020 debenture units will be issued to existing debentureholders (defined below) of the company in exchange for the forfeiture of their existing debentures (defined below).

Each debenture unit will consist of: (i) 1,000 20 per cent senior unsecured convertible debentures having a face value of $1, convertible into common shares of the company at a conversion price of five cents per common share, with a maturity date three years from the closing date (as defined below); and (ii) 20,000 common share purchase warrants. Each warrant entitles the holder thereof to purchase one common share at five cents per share for a period of three years following the closing date.

The principal amount of each convertible debenture will be convertible at the holder's option into common shares prior to the earlier of: (i) the close of business on the maturity date; and (ii) the date fixed for redemption of the convertible debentures at a conversion price of five cents per common share.

Interest on the convertible debentures will accrue commencing on the closing date at a rate of 20 per cent per annum and shall be payable semi-annually in arrears. At the company's option, provided no event of default has occurred and is continuing and provided all applicable regulatory approvals have been obtained (including any required approval of any stock exchange on which the common shares are listed), the initial two semi-annual interest payments, being the interest payable for the period ending on or before Dec. 31, 2025, may be paid in cash or paid in kind through the issuance of debenture units.

In connection with the proposed offering, each holder of an existing company debenture, being the 14 per cent convertible debentures due Dec. 31, 2025, and the 12 per cent convertible debentures due June 30, 2025, will have the option to forfeit their existing debentures in exchange for the issuance of the number of debenture units equal to the then outstanding principal amount of such existing debentureholders' forfeited existing debentures.

The closing of the offering is conditional on 50 per cent of the existing debentureholders exchanging their existing debentures for debenture units pursuant to the optional exchange.

The conversion of the existing debentures under the optional exchange will be subject to the approval of the existing debentureholders by extraordinary resolution, which requires the company to receive consent from existing debentureholders representing, in aggregate, a minimum of 66-2/3rds per cent of the outstanding principal amount of each of the 12 per cent convertible debentures and the 14 per cent convertible debentures.

A notice outlining the terms of the optional conversion has been delivered to all existing debentureholders. Existing debentureholders will have the option to: (i) consent to the extraordinary resolution and forfeit their existing debentures in exchange for debenture units pursuant to the optional exchange in accordance with the instructions provided in the notice; (ii) consent to the extraordinary resolution and not forfeit their existing debentures in exchange for debenture units pursuant to the optional exchange; or (iii) not consent to the extraordinary resolution and not forfeit their existing debentures in exchange for debenture units pursuant to the optional exchange. Any existing debentures not tendered will remain outstanding after the closing of the offering.

The closing of the offering is expected to occur on or about Dec. 11, 2024, and, in addition to the aforementioned approvals and conditions, is subject to the approval of the TSX Venture Exchange and other necessary regulatory approvals.

The net proceeds of the offering are expected to be used by the company to finance capital expenditures related to the recommissioning of the Steveville production facilities, and for general corporate and working capital purposes.

About Royal Helium Ltd.

Royal Helium is an exploration, production and infrastructure company with a primary focus on the development 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 Helium 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 and therefore has a low GHG footprint when compared with 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 per cent less carbon intensive than helium extraction processes in other jurisdictions.

Legal advisers

Wildeboer Dellelce LLP is the legal adviser to Royal Helium.

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