Global Helium Corp. Announces Completion of Plan of Arrangement and Go-Private Transaction

Rhea-AI Summary

Global Helium Corp. (HECOF) announced the closing of its previously approved plan of arrangement and completion of a go‑private transaction by 2679158 Alberta Ltd. Pursuant to the Arrangement, the Purchaser acquired all issued Class A common and Series A and B preferred shares.

Shareholders holding 31,190,215 shares elected cash consideration totalling $1,559,510.75 ($0.05 per share), while 32,299,621 shares elected share consideration in the Purchaser. The Arrangement received shareholder approval (≈97.4% votes in favour) at the Oct 16, 2025 meeting and a final court order was obtained on Oct 23, 2025. Common shares are expected to be delisted from the CSE and OTC Pink in the first week of November 2025, after which the company intends to apply to cease reporting in Alberta, British Columbia and Ontario.

Positive

• Go‑private transaction completed with all shares acquired
• Cash consideration of $1,559,510.75 paid to electing shareholders
• $0.05 cash per share elected
• Arrangement approved by shareholders with 97.4% votes in favour
• Final court approval obtained on Oct 23, 2025

Negative

• Common shares expected to be delisted from CSE and OTC Pink (first week of November 2025)
• Company intends to apply to cease reporting in Alberta, British Columbia and Ontario, reducing public disclosure and liquidity
• Cash consideration of $0.05 per share may be low for affected shareholders

CALGARY, Alberta, Oct. 31, 2025 (GLOBE NEWSWIRE) -- Global Helium Corp. ("Global" or the "Company") (CSE: HECO) and 2679158 Alberta Ltd. (the "Purchaser") announce today the closing of the previously announced acquisition of the Company by the Purchaser pursuant to a plan of arrangement under section 193 of the Business Corporations Act (Alberta) (the "Arrangement"). Pursuant to the Arrangement, the Purchaser acquired all of the issued and outstanding Class A Common Shares, Series A Preferred Shares and Series B Preferred Shares of the Company (each, a "Share").

Shareholders holding 31,190,215 Shares validly elected (or were deemed to have elected) to receive an aggregate of $1,559,510.75 as cash consideration (representing $0.05 per share) for their Shares and eligible Shareholders holding 32,299,621 Shares validly elected to receive common shares in the capital of the Purchaser as share consideration for their Shares.

On October 16, 2025, an annual general and special meeting of Shareholders (the "Meeting") was held to approve, among other things, a special resolution (the "Arrangement Resolution") authorizing the Arrangement. At the Meeting, the Arrangement Resolution was approved by the requisite shareholder thresholds, with 29,088,128 votes cast at the Meeting in favour of the Arrangement Resolution, representing approximately 97.4% of the Shareholders present in person or represented by proxy at the Meeting. Additionally, after excluding votes from certain shareholders as required under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), the requisite majority of minority approval was also obtained. Accordingly, the Shareholder approvals required in order to proceed with the Arrangement has been obtained.

On October 23, 2025, the Company also obtained a final order from the Court of King’s Bench of Alberta (Commercial List) approving the Arrangement.

The Class A Common Shares of the Company (the "Common Shares") are expected to be delisted from the Canadian Securities Exchange ("CSE") and the OTC Pink Markets the first week of November, 2025. Following the delisting of the Common Shares, the Company also intends to submit an application to cease to be a reporting issuer in Alberta, British Columbia, and Ontario, being all of the jurisdictions in which the Company is currently a reporting issuer, under applicable Canadian securities laws.

Additional Information about the Arrangement

Further details regarding the Arrangement and on the above matters are set out in the management information circular of the Company dated September 12, 2025, which is available on The Company’s profile on SEDAR+ at www.sedarplus.ca.

Further information may be obtained by contacting:

Tom Cross, Chief Financial Officer
Global Helium Corp.
Email: tcross@globalhelium.com
Phone: 403-975-7742

About Global Helium Corp.

Global is an early stage helium development company focused on the exploration, acquisition, development, and production of helium. Global has carved out a differentiated position through a unique farm-in agreement with industry veteran, Rubellite Energy Inc., through which the Company can access approximately 369,000 acres in Alberta’s Manyberries helium trend via joint venture. Global brings a seasoned team of industry professionals and technical experts who have established connections with North American and international helium buyers. Learn more at https://globalhelium.com/ 

Cautionary Notes

This press release contains certain "forward-looking statements" under applicable Canadian securities laws concerning the business, operations and financial performance and condition of the Company. Except for statements of historical fact relating to the Company, all statements included herein are forward-looking statements. The words "believe", "expect", "strategy", "target", "plan", "scheduled", "commitment", "opportunities", "guidance", "project", "continue", "on track", "estimate", "growth", "forecast", "potential", "future", "extend", "planned", "will", "could", "would", "should", "may" and similar expressions typically identify forward-looking statements. In particular, this press release contains forward-looking statements including, without limitation, the anticipated delisting of the Common Shares from the CSE and the Company ceasing to be a reporting issuer under applicable Canadian securities laws.

Forward-looking statements are not historical facts, nor guarantees or assurances of future performance but instead represent management’s current beliefs, expectations, estimates and projections regarding future events and operating performance. Forward-looking statements are necessarily based on a number of opinions, assumptions and estimates that, while considered reasonable by the Company as of the date of this release, are subject to inherent uncertainties, risks and changes in circumstances that may differ materially from those contemplated by the forward-looking statements.

Important factors that could cause actual results to differ, possibly materially, from those indicated by the forward-looking statements include, but are not limited to risk factors identified under “Risk Factors” in the Company’s management’s discussion and analysis for the year ended December 31, 2024, in the Company's management’s discussion and analysis for the period ended June 30, 2025, and in other periodic filings that the Company has made and may make in the future with the securities commissions or similar regulatory authorities in Canada, all of which are available under the Company’s SEDAR+ profile at www.sedarplus.ca. These factors are not intended to represent a complete list of the factors that could affect the Company. However, such risk factors should be considered carefully.

Readers, therefore, should not place undue reliance on any such forward-looking statements. Further, these forward-looking statements are made as of the date of this press release and, except as expressly required by applicable law, the Company disclaims any intention and undertakes no obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required under applicable Canadian securities laws. All of the forward-looking statements contained in this release are expressly qualified by the foregoing cautionary statements.

The CSE has neither approved nor disapproved the contents of this news release. Neither the CSE nor its Regulation Service Provider (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.

FAQ

What did Global Helium Corp. (HECOF) announce on October 31, 2025?

Global Helium announced completion of a plan of arrangement and a go‑private transaction in which the Purchaser acquired all issued shares.

How much cash did HECOF shareholders receive per share in the arrangement?

Eligible shareholders who elected cash received $0.05 per share, totaling $1,559,510.75.

How many HECOF shares elected cash versus share consideration?

31,190,215 shares elected cash and 32,299,621 shares elected share consideration in the Purchaser.

When did HECOF obtain court approval for the arrangement?

The Company obtained a final order from the Court of King’s Bench of Alberta (Commercial List) on Oct 23, 2025.

When will HECOF common shares be delisted and what happens after delisting?

Common shares are expected to be delisted from the CSE and OTC Pink in the first week of November 2025, after which the company intends to apply to cease reporting in Alberta, British Columbia and Ontario.