Mr. David Young 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 (the trustee) dated Feb. 8, 2023, and dated June 12, 2023, the company has elected to issue an aggregate of 19,446,667 common shares in the capital of the company at a price of three cents to the holders of the 14.0-per-cent senior unsecured convertible debentures due Dec. 31, 2025 (the 14-per-cent debentures) 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 $70.00 for each $1,000 principal amount of 14-per-cent debentures and the interest payment of $60.00 for each $1,000 principal amount of 12-per-cent debentures.

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 Dec. 18, 2024, pursuant to the terms of the February indenture and the June indenture. Each of the notices delivered to the trustee on Dec. 18, 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 9,846,667 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 Dec. 31, 2024. An aggregate of 9.6 million 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 Dec. 31, 2024.

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. 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 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.

We seek Safe Harbor.