Royal Helium Ltd. and Imperial Helium Corp. Announce Closing of Plan of Arrangement

Saskatoon, Saskatchewan, July 22, 2022 – Royal Helium Ltd. (TSXV: RHC) (“Royal“) and Imperial Helium Corp. (TSXV: IHC) (“Imperial“) announce the closing of the previously announced acquisition of Imperial by Royal pursuant to a plan of arrangement (the “Arrangement“) under the provisions of the Business Corporations Act (British Columbia). Pursuant to the Arrangement, Royal acquired all of the issued and outstanding common shares in the capital of Imperial (the “Imperial Common Shares“) in exchange for common shares in the capital of Royal (the “Royal Shares“) on the basis of 0.614 of a Royal Share for each Imperial Common Share.

The Arrangement was approved at the special meeting of Imperial shareholders held on July 12, 2022 and by the Supreme Court of British Columbia on July 15, 2022.

Mr. Andrew Davidson, President and CEO of Royal states, “We are very happy to have this transaction completed and we thank the shareholders of Imperial for voting in favour by such an overwhelming margin. With the transaction completed, we can now shift our full focus to commercializing the Climax and now Steveville helium fields.”

Full particulars of the Arrangement and the transactions contemplated thereby are described in the management information circular of Imperial dated June 3, 2022 (the “Information Circular“), a copy of which was filed by Imperial under its SEDAR profile at www.sedar.com on June 10, 2022, and in Imperial’s news release issued on June 10, 2022. Former registered Imperial shareholders should refer to the Information Circular and the letter of transmittal available on SEDAR for instructions on how to receive the consideration payable to them pursuant to the Arrangement. Former beneficial Imperial shareholders will receive the consideration payable to them pursuant to the Arrangement through their broker or other intermediary. All questions regarding the consideration, including any request for another letter of transmittal, should be directed to the depositary, Computershare Investor Services Inc., which can be contacted at (514) 982-7888 or 1-800-564-6253 or corporateactions@computershare.com.

The Imperial Common Shares are expected to be delisted from the TSX Venture Exchange (the “TSXV”) within a few trading days in accordance with the rules and policies of the TSXV.  Imperial will also make an application to cease to be a reporting issuer under applicable Canadian securities laws, subject to the satisfaction of applicable regulatory requirements. In order to satisfy one of the conditions of closing, Imperial issued 4,444,444 Imperial Common Shares to Cronin Services Ltd. prior to closing in order to reduce Imperial’s outstanding royalty obligations.

Governance

The board of directors of Royal was increased to include one additional director from Imperial’s board of directors. Samuel Kyler Hardy was appointed as a director of Royal following the completion of the Arrangement.

About Royal Helium Ltd.

Royal controls over 1,000,000 acres of prospective helium land in southwestern and south-east Saskatchewan. All of Royals’ lands are in close vicinity to highways, roads, cities and importantly, close to existing oil and gas infrastructure, with a significant portion of its land in close proximity to existing helium producing locations. With stable, rising prices and limited, non-renewable sources for helium worldwide, Royal intends to become a leading North American producer of this high value commodity.

For further information, please contact:

Royal Helium Ltd.
Andrew Davidson
President and Chief Executive Officer
Tel: 306-229-2655
Email: davidson@royalheliumltd.com
Or Dean Nawata, Business Development
Tel: 604-561-2821
Website: https://royalheliumltd.com/

Forward-Looking Information

Certain statements included in this press release may constitute “forward-looking statements” within the meaning of applicable Canadian securities legislation. Generally, forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “planned”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases which state that certain actions, events or results “may”, “could”, “would”, “should”, “might” or “will be taken”, “occur”, “be achieved”, or other similar expressions of future or conditional verbs.

More particularly and without limitation, this press release contains forward-looking statements and information regarding anticipated timing for delisting the Imperial Common Shares from the TSXV and submission of an application by Imperial to cease to be a reporting issuer.

Forward-looking statements are based on certain current expectations, estimates, projections, and assumptions of Royal. While Royal considers these assumptions to be reasonable, based on information currently available, they may prove to be incorrect. Readers are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements also necessarily involve known and unknown risks, including, such other risks identified in the Information Circular. Readers are cautioned that the foregoing list is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated.

Forward-looking statements contained in this news release are expressly qualified by this cautionary statement and reflect Royal’s expectations as of the date hereof, and thus are subject to change hereafter. Royal disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Factors that could cause anticipated opportunities and actual results to differ materially include, but are not limited to, matters referred to above and elsewhere in Royal’s public filings.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Royal Helium Spuds Val Marie-1 Helium Well

SASKATOON, SASKATCHEWAN – July 18, 2022.  Royal Helium Ltd. (“Royal” or the “Company”) (TSXV: RHC) (TSXV: RHC.WT) (OTCQB: RHCCF) is pleased to announce that it has begun drilling its first well in the Val Marie field located in southwestern Saskatchewan near the Canada-US border. Val Marie-1 is located on the southernmost of three large land blocks in the Val Marie field which encompasses 13,000 hectares of the Canadian portion of the Bowdoin Dome. Royal contracted Stampede Drilling to drill the directional helium well located at 9-20-1-14W3 to a vertical depth of approximately 2,600 meters. The Company anticipates drilling operations will take approximately 2 weeks to be followed by a service rig to complete and test the well. Results will be announced as they are received.

Shayne Neigum, Royal’s Well Operations Manager comments, “Utilizing the newly acquired proprietary 2D seismic and trade seismic, historical maps, and offset wells in the area, the Royal exploration team is excited to test one of several prominent structural features at Val Marie which sits atop the Bowdoin Dome. This large dome feature extends upward from northern Montana into Saskatchewan and is believed to be the major feeder system for inert gases found on both sides of the border. More recently, helium specific wells have been successfully drilled on the Montana side of the Bowdoin Dome. Royal’s targets at Val Marie are several stacked zones in multiple horizons found within Devonian and Cambrian strata”.

Andrew Davidson, President, and CEO, adds, “Following on our success and continued development at Climax and Ogema, we are pleased to extend exploration to our third of 12 separate fields.  The highly sought-after Val Marie ground was one of the first target areas we acquired and added to since 2016. Not only is the Bowdoin Dome known to host helium, but its proximity to the Climax project also makes this a highly prospective target field”.

Royal Helium Ltd.

Royal controls over 1,000,000 acres of prospective helium land in southwestern and south-east Saskatchewan. All of Royals’ lands are in close vicinity to highways, roads, cities and importantly, close to existing oil and gas infrastructure, with a significant portion of its land in close proximity to existing helium producing locations. With stable, rising prices and limited, non-renewable sources for helium worldwide, Royal intends to become a leading North American producer of this high value commodity.

For more information, please contact the Company.

Andrew Davidson
President and CEO
Royal Helium Ltd.
1 (306) 653-2692
davidson@royalheliumltd.com

Dean Nawata
VP, Corporate Development
Royal Helium Ltd.
(604) 561-2821
dean@royalheliumltd.com

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This release includes certain statements that may be deemed to be “forward-looking statements”.  All statements in this release, other than statements of historical facts, that address events or developments that management of the Company expects, are forward-looking statements.  Although management believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance, and actual results or developments may differ materially from those in the forward-looking statements.  The Company undertakes no obligation to update these forward-looking statements if management’s beliefs, estimates or opinions, or other factors, should change.  Factors that could cause actual results to differ materially from those in forward-looking statements, include market prices, exploration and development successes, continued availability of capital and financing, and general economic, market or business conditions.  Please see the public filings of the Company at www.sedar.com for further information.

Royal Helium to Receive First Royalty Credit from the Government of Saskatchewan

Saskatoon, Saskatchewan, July 26, 2022 – Royal Helium Ltd. (TSXV: RHC) (“Royal“) is pleased to announce that the Climax/Nazare project has received approval from the Minister of Energy and Resources of the Government of Saskatchewan and the Saskatchewan Petroleum Innovation Incentive (“SPII”) program. Under the terms of the approval, Royal can receive up to $4,227,185 in Royalty Tax Credits based on eligible project costs incurred to date at Nazare.

Additional Royalty Tax Credits will be applied for on an ongoing basis for eligible costs associated with expenditures such as the upcoming horizontal wells drilled into Nazare, construction of processing facilities, and all other applicable programs into the future.

Royal anticipates receiving the first credits during the current quarter, with the remainder to come as the project continues to advance. The royalty tax credits are readily transferable and salable within the province. Any transfers and/or sales will be reported in Royal’s quarterly financial statements.

Andrew Davidson, President, and CEO comments, “We are extremely pleased with the agility the Saskatchewan government has shown in quickly implementing their new Helium Action Plan and how quickly they have been able to process and approve our first submission.  An obvious benefit to Royal now and going forward, this program provides Saskatchewan operators with a significant cost advantage over most jurisdictions in North America.  All proceeds received or royalties saved by Royal as a result of this program will be re-invested into the continued expansion of our helium production plans in Saskatchewan”.

Royal Helium Ltd.

Royal controls over 1,000,000 acres of prospective helium land in southern Saskatchewan and southeastern Alberta. All of Royals’ lands are in close vicinity to highways, roads, cities and importantly, close to existing oil and gas infrastructure, with a significant portion of its land in close proximity to existing helium producing locations. With stable, rising prices and limited, non-renewable sources for helium worldwide, Royal intends to become a leading North American producer of this high value commodity.

For more information, please contact the Company.

Andrew Davidson
President and CEO
Royal Helium Ltd.
(306) 653-2692
davidson@royalheliumltd.com
Dean Nawata
VP, Corporate Development
Royal Helium Ltd.
(604) 561-2821
dean@royalheliumltd.com

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This release includes certain statements that may be deemed to be “forward-looking statements”.  All statements in this release, other than statements of historical facts, that address events or developments that management of the Company expects, are forward-looking statements.  Although management believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance, and actual results or developments may differ materially from those in the forward-looking statements.  The Company undertakes no obligation to update these forward-looking statements if management’s beliefs, estimates or opinions, or other factors, should change.  Factors that could cause actual results to differ materially from those in forward-looking statements, include market prices, exploration and development successes, continued availability of capital and financing, and general economic, market or business conditions.  Please see the public filings of the Company at www.sedar.com for further information.

Royal Helium Ltd. Announces Receipt of Final Court Approval to Arrangement with Imperial Helium Corp

SASKATOON, SASKATCHEWAN – July 15, 2022. Royal Helium Ltd. (“Royal” or the “Company”) (TSXV: RHC) (TSXV: RHC.WT) (OTCQB: RHCCF) is pleased to announce that the Supreme Court of British Columbia issued a final order approving the previously announced acquisition by the Company of Imperial Helium Corp. (TSXV: IHC) (“Imperial”) by way of plan of arrangement (see the news releases of Royal dated May 2 and July 12, 2022 for more details) (the “Transaction”).

The Transaction remains subject to final approval by the TSX Venture Exchange and the satisfaction or waiver of conditions to closing. Following completion of the Transaction, the common shares of Imperial will be delisted from the TSXV. Royal also intends to apply to the applicable securities regulatory authorities for an order declaring Imperial to no longer be a reporting issuer in each of its reporting jurisdictions upon closing the Transaction.

About Royal Helium Ltd.

Royal controls over 1,000,000 acres of prospective helium land in southwestern and south-east Saskatchewan. All of Royal’s lands are in close vicinity to highways, roads, cities and importantly, close to existing oil and gas infrastructure, with a significant portion of its land in close proximity to existing helium producing locations. With stable, rising prices and limited, non-renewable sources for helium worldwide, Royal intends to become a leading North American producer of this high value commodity.

Andrew Davidson
President and CEO
Royal Helium Ltd.
(306) 653-2692
davidson@royalheliumltd.com
Dean Nawata
VP, Corporate Development
Royal Helium Ltd.
(604) 561-2821
dean@royalheliumltd.com

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This news release includes certain statements that may be deemed to be forward-looking statements or forward-looking information under applicable Canadian securities legislation (together, the “forward-looking statements”) that may not be based on historical fact, including without limitation, statements containing the words “believe”, “may”, “plan”, “will”, “estimate”, “continue”, “anticipate”, “intend”, “expect”, “potential” and similar expressions. Forward-looking statements are necessarily based on estimates and assumptions made by management of the Company in light of our experience and perception of historical trends, current conditions and expected future developments, as well as the factors we believe are appropriate. 

Imperial Helium Corp. Shareholders Approve Plan of Arrangement with Royal Helium Ltd.

SASKATOON, SASKATCHEWAN – July 12, 2022. Royal Helium Ltd. (“Royal” or the “Company“) (TSXV: RHC) (TSXV: RHC.WT) (OTCQB: RHCCF) is pleased to announce that Imperial Helium Ltd. (“Imperial“) received the overwhelming approval of its holders of common shares and preferred shares at the Imperial special meeting (the “Meeting“) held today to consider the previously announced acquisition of Imperial by Royal by way of a statutory plan of arrangement (the “Arrangement“) under the Business Corporations Act (British Columbia) (the “BCBCA“).

Imperial will now be seeking a final order of the British Columbia Supreme Court under Section 291 of the BCBCA, and in the event such final order is obtained, closing of the acquisition is scheduled for later in July. Under the terms of the Arrangement, Royal will acquire all of the issued and outstanding common shares of Imperial in exchange for 0.614 of a Royal common share for each Imperial share that is outstanding. Shortly after the completion of the Arrangement, Imperial’s common shares will be delisted from the TSX Venture Exchange and Royal also intends to apply to the applicable securities regulatory authorities for an order declaring Imperial to no longer be a reporting issuer in each of its reporting jurisdictions.

Of the votes cast by Imperial shareholders at the Meeting, 86.7% voted in favour of the special resolution approving the Arrangement. At the meeting, 35.75% of the total issued and outstanding common shares and preferred shares of Imperial were voted.

Andrew Davidson, President, and Chief Executive Officer, states, “The addition of Imperial and its Steveville and Steveville East assets to Royal’s significant project portfolio of helium properties in Saskatchewan is highly opportunistic for Royal Helium. With the current spike in the prices for helium, Royal will be putting the two Steveville wells along with Royal’s Climax wells on production as soon as possible. Two separate processing facilities for Saskatchewan and Alberta will be commissioned with delivery and completion anticipated for Q1 of next year. We are pleased that we were able to complete this transaction at this opportune time and that Imperial’s shareholders saw the tremendous value in Royal’s leadership, assets and business plan.”

Details of the Arrangement and certain other matters are set out in the management information circular of Imperial dated June 10, 2022 (the “Information Circular“). A copy of the Information Circular and other meeting materials can be found on Imperial’s SEDAR website at www.sedar.com.

About Royal Helium Ltd.

Royal controls over 1,000,000 acres of prospective helium land in southwestern and south-east Saskatchewan. All of Royal’s lands are in close vicinity to highways, roads, cities and importantly, close to existing oil and gas infrastructure, with a significant portion of its land in close proximity to existing helium producing locations. With stable, rising prices and limited, non-renewable sources for helium worldwide, Royal intends to become a leading North American producer of this high value commodity.

For more information, please contact the Company.

Andrew DavidsonDean Nawata
President and CEOVP, Corporate Development
Royal Helium Ltd.Royal Helium Ltd.
(306) 653-2692(604) 561-2821
davidson@royalheliumltd.comdean@royalheliumltd.com

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This news release includes certain statements that may be deemed to be forward-looking statements or forward-looking information under applicable Canadian securities legislation (together, the “forward-looking statements”) that may not be based on historical fact, including without limitation, statements containing the words “believe”, “may”, “plan”, “will”, “estimate”, “continue”, “anticipate”, “intend”, “expect”, “potential” and similar expressions. Forward-looking statements are necessarily based on estimates and assumptions made by management of the Company in light of our experience and perception of historical trends, current conditions and expected future developments, as well as the factors we believe are appropriate. 

All statements in this news release, other than statements of historical facts, that address events or developments that management of the Company expects, are forward-looking statements. Forward-looking statements include but are not limited to statements relating to: the issuance of the final order by the British Columbia Supreme Court and closing of the acquisition of Imperial.

Although management believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance, and actual results or developments may differ materially from those in the forward-looking statements. The Company undertakes no obligation to update these forward-looking statements if management’s beliefs, estimates or opinions, or other factors, should change. Factors that could cause actual results to differ materially from those in forward-looking statements, include market prices, exploration and development successes, continued availability of capital and financing, and general economic, market or business conditions. Please see the public filings of the Company at www.sedar.com for further information.

Royal Helium Receives Results of Nazare Production Modelling Simulation

Saskatoon, Saskatchewan, July 5, 2022 – Royal Helium Ltd. (TSXV: RHC) (TSXV: RHC.WT) (OTCQB: RHCCF) (“Royal“) is pleased to announce that the Company has received the comprehensive simulation study for multistage hydraulically fractured horizontal wells completed by Dr. Gary Zhao, P.Eng., Petroleum Systems Engineering, University of Regina. Over 600 simulations were run with multiple variables, using the data from Royal’s DST and DFIT operations in the Climax-4 well. Royal is currently evaluating several of the viable production well models presented and will select the ultimate design(s) that will have the largest deliverability with the quickest payback period. Given the large areal extent of 30+ sections (30+ square miles) of Nazare, multiple wells will be considered. Royal anticipates well design finalization and drilling of the first Nazare well in late 2022.

Study highlights include, on a per well basis:

  Single-leg HZ WellDual-leg HZ Well
Low case   
 Initial 6-month average flow rate3,078 MCF/day6,155 MCF/day
 Helium production rate
EUR Raw gas
20 MCF/day
4.63 BCF
40 MCF/day
9.27 BCF
 EUR Helium30,095 MCF60,255 MCF
High case   
 6-month average flow rate8,623 MCF/day17,245 MCF/day
 Helium production rate
EUR Raw gas
56 MCF/day
11.31 BCF
112 MCF/day
22.61 BCF
 EUR Helium73,515 MCF146,965 MCF

*Notes to table:

  1. All 4 scenarios forecast time to abandonment > 30 years (where recovery > 10 MCF/day)
  2. “EUR” = Forecast Expected Ultimate Recovery
  3. Helium production rate calculated as .65% of 6-month average raw gas production
  4. Helium EUR calculated as .65% of raw gas EUR

John Styles, Lead Engineer for Royal comments, “The development of a large scale unconventional primary helium reservoir is a first for Saskatchewan, and perhaps the world. Although the simulation study evaluated well configurations with as many as 12 lateral legs, we will likely focus on the 1 – 3 leg scenarios with 1-mile-long laterals. These scenarios are single section (1 square mile) development plans whereas the areal extent so far identified by seismic exceeds 30 sections. With these results and after the first horizontal into Nazare, we will plan to strategically exploit Nazare to its fullest extent”.

Andrew Davidson, President and CEO, Royal Helium comments, “We are extremely pleased with the outcome of Dr. Zhao’s study, the validation that our Nazare discovery is capable of large-scale deliverability is a huge addition to our “conventional” production profile beginning with our first 2 processing plants at Climax and Steveville. We now look forward to planning the first Nazare well for later this year and, predicated on its outcome, the design work for an additional, larger permanent facility for the Climax Nazare reservoir.  The question of whether the Nazare will be a producible reservoir has now been answered and we will move aggressively towards the first production well and further, will make plans toward exploiting the whole reservoir”.

Study Notes

The entire simulation study encompassed 612 simulations designed to evaluate the combination of factors that could yield a simulation result with a forecast initial production rate above 1 mmscf/d for as long a period as possible. The factors evaluated included: 1 through 12 legs, each with 700m or 1400m leg lengths (1/2 mile and 1 mile with customary 100m buffer); permeabilities ranging from 5 through 40 nD; multi-stage frac completions ranging from 10 through 32 stages, each with fracture half lengths ranging from 15 through 350 meters; an assumed evaluation term of 30 years to reach an economic limit.

Dr. Zhao’s full report will be published under the title” Drill Stem Test Data Interpretation and Long Term Productivity Study for Royal Helium Reservoirs of Climax/Deep Nazare Zones” Dr. G. Zhao, Petroleum Systems Engineering, Faculty of Engineering and Applied Science University of Regina, June 30th 2022.

There are no current National Instruments such as NI 51-101 or NI 43-101 that cover helium deposits or production.

About Royal Helium Ltd.

Royal controls over 1,000,000 acres of prospective helium land in southwestern and south-east Saskatchewan. All of Royals’ lands are in close vicinity to highways, roads, cities and importantly, close to existing oil and gas infrastructure, with a significant portion of its land in close proximity to existing helium producing locations. With stable, rising prices and limited, non-renewable sources for helium worldwide, Royal intends to become a leading North American producer of this high value commodity.

For more information, please contact the Company.

Andrew Davidson
President and CEO
Royal Helium Ltd.
1 (306) 653-2692
davidson@royalheliumltd.com

Dean Nawata
VP, Corporate Development
Royal Helium Ltd.
(604) 561-2821
dean@royalheliumltd.com

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This release includes certain statements that may be deemed to be “forward-looking statements”.  All statements in this release, other than statements of historical facts, that address events or developments that management of the Company expects, are forward-looking statements.  Although management believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance, and actual results or developments may differ materially from those in the forward-looking statements.  The Company undertakes no obligation to update these forward-looking statements if management’s beliefs, estimates or opinions, or other factors, should change.  Factors that could cause actual results to differ materially from those in forward-looking statements, include market prices, exploration and development successes, continued availability of capital and financing, and general economic, market or business conditions.  Please see the public filings of the Company at www.sedar.com for further information.