Global Helium Corp. Confirms Mailing of Circular for Upcoming Meeting of Shareholders for Plan of Arrangement

Rhea-AI Summary

Global Helium Corp. (CSE: HECO) has announced the mailing of its management information circular for a crucial shareholder meeting scheduled for October 16, 2025. The meeting will address a proposed arrangement where 2679158 Alberta Ltd. will acquire all outstanding securities of Global Helium.

The arrangement requires 66⅔% shareholder approval and a simple majority vote from minority shareholders. Supporting shareholders, holding approximately 52.5% of shares, have already agreed to vote in favor. The transaction, expected to close around October 24, 2025, follows a comprehensive review by a Special Committee of independent directors.

The Board, excluding conflicted director Jesse Griffith who controls the purchasing entity, unanimously recommends shareholders approve the arrangement.

Positive

• Special Committee of independent directors conducted comprehensive review of alternatives
• Strong shareholder support with 52.5% of shares already committed to voting in favor
• Board unanimously recommends the arrangement
• Includes protective measures like customary non-solicitation covenants and fiduciary out provisions

Negative

• Potential conflict of interest with director Jesse Griffith controlling the purchasing entity
• Complex approval process requiring both supermajority and minority shareholder approval
• Transaction subject to multiple closing conditions including court and regulatory approvals

CALGARY, Alberta, Sept. 25, 2025 (GLOBE NEWSWIRE) -- Global Helium Corp. (“Global” or the “Company”) (CSE: HECO) and 2679158 Alberta Ltd. (the “Purchaser”) announce that, further to the press release dated July 16, 2025, the Company has confirmed that mailing of the management information circular (“Circular”) to holders (the “Shareholders”) of Class A Common Shares (“Common Shares”), Series A Convertible Preferred Shares and Series B Convertible Preferred Shares (the Series A Convertible Preferred Shares and Series B Convertible Preferred Shares, collectively, the “Preferred Shares” and, together with the Common Shares, the “Shares”) in the capital of the Company, as at the record date of September 11, 2025, has been completed for the Company’s upcoming annual and special meeting of Shareholders to be held in person at 1250, 639 – 5th Avenue SW, Calgary, Alberta, on October 16, 2025 at 11:00 a.m. (Calgary time) (the “Meeting”). At the Meeting, among other things, Shareholders will be asked to consider and, if deemed advisable, to pass a special resolution (the “Arrangement Resolution”) approving the proposed plan of arrangement whereby the Purchaser will acquire all of the issued and outstanding securities of the Company by way of a statutory plan of arrangement (“Arrangement”) under the provisions of the Business Corporations Act (Alberta) (the “Proposed Transaction”).

The Circular contains information regarding the Arrangement pursuant to the Proposed Transaction and the Company encourages all Shareholders to review the Circular and to vote on the Meeting matters in accordance with the provisions set forth in the Circular.

The Company is also pleased to announce that it was granted an interim order by the Court of King’s Bench of Alberta (the “Interim Order”) on September 4, 2025 in relation to the Arrangement, and the Interim Order and the accompanying originating application that was submitted to the court are included in the Circular.

The approval of the Arrangement is subject to the approval of the Arrangement Resolution, which will require the affirmative vote by: (i) 66⅔% of the votes cast on the Arrangement Resolution by Shareholders present in person or represented by proxy at the Meeting and entitled to vote at the Meeting (voting as a single class); and (ii) a simple majority of the votes cast on the Arrangement Resolution by the Shareholders present or represented by proxy at the Meeting and entitled to vote at the Meeting (voting as a single class), excluding for this purpose the votes cast in respect of Shares held or controlled by persons described in items (a) through (d) of Section 8.1(2) of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“MI 61- 101”). The Arrangement is also subject to customary closing conditions, including the receipt of court and regulatory approvals, customary non-solicitation covenants subject to “fiduciary out” provisions and a right to match in favour of the Purchaser, and customary covenants regarding the conduct of the Company’s business prior to the closing of the Arrangement.

The arrangement agreement entered into between the Company and the Purchaser on July 15, 2025 in connection with the Arrangement (the “Arrangement Agreement”) was the result of a comprehensive review of alternatives and a negotiation process that was conducted at arm’s length with the supervision and involvement of a committee of independent directors of Global (the “Special Committee”), as advised by external legal and other advisors. The Special Committee was appointed by the board of directors of the Company (the “Board”) to, among other matters, review the Proposed Transaction and potential alternatives, consider the Company’s best interests and the implications to Shareholders and other stakeholders, and to negotiate the Proposed Transaction or any alternative transaction.

The Board, with Jesse Griffith (the “Conflicted Director”) declaring his conflict of interest as a result of his ownership and control of the Purchaser and abstaining from voting, unanimously approved the Arrangement following receipt of a unanimous recommendation of the Special Committee. The Board unanimously, with the Conflicted Director abstaining from voting, determined that the Arrangement is fair to the Shareholders and in the best interests of Global and recommends that Shareholders vote in favour of the Arrangement.

The Arrangement is targeted to be completed on or about October 24, 2025, subject to satisfaction of the remaining conditions under the Arrangement Agreement.

All of the directors and officers and certain other Shareholders of Global (the “Supporting Shareholders”), collectively holding an aggregate of approximately 52.5% of the issued and outstanding Shares, have entered into voting support agreements with the Company and the Purchaser pursuant to which they have agreed to, among other things and subject to certain rights of withdrawal, vote their Shares in favour of the Arrangement Resolution. Excluding all Shares required to be excluded pursuant to MI 61-101, the Supporting Shareholders hold approximately 50.6% of the remaining Shares.

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/ 

For additional information, see the Company’s filings on SEDAR+ at www.sedarplus.ca.

Additional Information about the Arrangement

Further information regarding the Arrangement, the Arrangement Agreement and the Meeting, are included in the Circular. Copies of the Circular and accompanying proxy materials in respect of the Meeting are available on the Company’s website at https://www.globalhelium.com/investors and on the Company’s SEDAR+ profile at www.sedarplus.ca.

Cautionary Notes

This press release contains certain forward-looking statements and forward-looking information, as defined under applicable Canadian securities laws (collectively, “forward-looking statements”). In some cases, but not necessarily in all cases, forward-looking statements can be identified by the use of forward-looking terminology such as “will”, “intend”, “anticipate”, “could”, “should”, “may”, “might”, “expect”, “estimate”, “forecast”, “plan”, “potential”, “project”, “assume”, “contemplate”, “believe”, “shall”, “scheduled”, and similar terms and, within this press release, include, without limitation, any statements (express or implied) respecting: the mailing of the Circular, the holding of the Meeting; the anticipated timing, steps and completion of the Arrangement; approval of the Arrangement by the Shareholders at the Meeting; approval of the Canadian Securities Exchange; the satisfaction of the conditions precedent to the Arrangement; and timing, receipt and anticipated effects of Shareholder and other approvals of the Arrangement. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements.

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, including, without limitation that: the Arrangement will be completed on the terms currently contemplated or at all; the Arrangement will be completed in accordance with the timing currently expected; all conditions to the completion of the Arrangement will be satisfied or waived; and the Arrangement Agreement will not be terminated prior to the completion of the Arrangement.

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: the possibility that the proposed Arrangement will not be completed on the terms and conditions currently contemplated or at all; and other risk factors identified under “Risk Factors” in the Company’s 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, Global 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

When is Global Helium's (HECOF) shareholder meeting for the arrangement vote?

The shareholder meeting is scheduled for October 16, 2025 at 11:00 a.m. (Calgary time), to be held in person at 1250, 639 – 5th Avenue SW, Calgary, Alberta.

What percentage of Global Helium shareholders need to approve the arrangement?

The arrangement requires 66⅔% approval from all shareholders and a simple majority vote from minority shareholders, excluding certain restricted parties.

How many Global Helium (HECOF) shareholders support the arrangement?

Supporting shareholders holding approximately 52.5% of total shares (50.6% of minority shares) have agreed to vote in favor of the arrangement.

When is the expected closing date for Global Helium's arrangement?

The arrangement is targeted to close on or about October 24, 2025, subject to satisfaction of remaining conditions.

Who is purchasing Global Helium Corp?

2679158 Alberta Ltd., an entity controlled by Global Helium director Jesse Griffith, is the purchasing entity in the arrangement.