Global Helium Corp. Provides Update Due to Postal Strike on Mailing of Circular for Upcoming Meeting of Shareholders for Plan of Arrangement

Rhea-AI Summary

Global Helium Corp. (HECOF) mailed its management information circular on Sept 24, 2025 for an annual and special meeting on Oct 16, 2025 to vote on a statutory plan of arrangement pursuant to an Arrangement Agreement dated July 15, 2025.

Under the Proposed Transaction the Purchaser will acquire Common Shares for $0.05 per share (Preferred Shares for $0.05 plus accrued dividends). Registered holders with >250,000 shares may elect to receive Purchaser Shares instead. The Court granted an interim order (amended Oct 3, 2025) and will hear the Final Order application on Oct 22, 2025; closing is anticipated on or about Oct 24, 2025.

Supporting shareholders hold approximately 52.5% of issued shares. Due to a Canada Post strike (commenced Sept 25, 2025), the Company will email Circular copies on request.

Positive

• Purchaser offer price of $0.05 per share
• Electing holders can receive Purchaser Shares if >250,000 shares
• Directors/officers and others hold ~52.5% supporting the Arrangement

Negative

• Cash consideration is low at $0.05 per share
• No compensation for fractional Purchaser Shares; rounding down applies
• Postal strike began Sept 25, 2025, risking delayed shareholder voting

CALGARY, Alberta, Oct. 03, 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 September 25, 2025, the Company confirms that on September 24, 2025 the Company mailed the management information circular (“Circular”) and related meeting materials 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, 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”).

Pursuant to the Arrangement Agreement dated July 15, 2025 between the Company and the Purchaser in respect of the Proposed Transaction (the “Arrangement Agreement”), the Purchaser will acquire all of the issued and outstanding Common Shares from their holders (“Common Shareholders”), excluding Common Shares held by holders that have duly exercised dissent rights under the Arrangement, for cash consideration of $0.05 per Common Share, provided that any registered Common Shareholder that holds over 250,000 Common Shares (“Share Electing Shareholders”) has the option to elect to receive, pursuant to the Arrangement, one (1) common share in the capital of the Purchaser (“Purchaser Shares”) in exchange for each Common Share held, provided further that, notwithstanding the foregoing, no fractional Purchaser Shares will be issued and, in the event that a Share Electing Shareholder would otherwise be entitled to a fractional Purchaser Share under the Arrangement, the number of Purchaser Shares issued to such Common Shareholder will be rounded down to the next lesser whole number of Purchaser Shares (with no compensation in lieu of such fractional share).

The Purchaser will also acquire all of the issued and outstanding Preferred Shares in the capital of the Company from the holders thereof (the “Preferred Shareholders” ) excluding Preferred Shares held by holders that have duly exercised their dissent rights available under the Arrangement, for cash consideration of $0.05 per Preferred Share plus the amount equal to the accrued and unpaid dividend amount per Preferred Share as of the business day prior to the effective date of the Arrangement, provided that any holder of Preferred Shares that, if it becomes a Share Electing Preferred Shareholder, as defined below, would own more than 250,000 Purchaser Shares immediately following closing has the option to elect to receive, pursuant to the Arrangement Purchaser Shares equal to one (1) Purchaser Share per Preferred Share plus such number of Purchaser Shares equal to the accrued and unpaid dividend on such Preferred Share divided by $0.05 (any such eligible Preferred Shareholders making such election, the “Share Electing Preferred Shareholders” and together with Share Electing Shareholder, the “Electing Holders” ) further provided that, notwithstanding the foregoing, no fractional Purchaser Shares will be issued and, in the event that any a Share Electing Preferred Shareholder would otherwise be entitled to a fractional Purchaser Share under the Arrangement, the number of Purchaser Shares issued to such Preferred Shareholder will be rounded down to the next lesser whole number of Purchaser Shares (with no compensation in lieu of such fractional share).

Eligible Electing Holders who wish to receive Purchaser Shares have until 4:30 p.m. (Calgary time) on October 14, 2025, or if the Meeting is adjourned, the adjourned meeting or such other later time as the board of directors may determine, to complete an applicable letter of transmittal (“Letter of Transmittal”) and deliver the same via courier or in person to the Company’s transfer agent, Odyssey Trust Company at Trader’s Bank Building 702 – 67 Yonge Street, Toronto Ontario M5E 1J8 Attention: Corporate Actions. Election and delivery instructions to receive Purchaser Shares can be found in the Letter of Transmittal and the Letter of Transmittal is available on the Company’s SEDAR+ profile on www.sedarplus.ca and has been posted to the Company’s website at www.globalhelium.com/investors/.

Eligible Shareholders should refer to the Circular for further information on how to validly elect to be an Electing Holder to receive Purchaser Shares under the Arrangement.

The Circular and related materials for the Meeting have also been filed on the Company’s profile on SEDAR+ at www.sedarplus.ca and have been posted to the Company’s website at www.globalhelium.com/investors/.

The Company is aware that, as a result of the national strike commenced by the Canadian Union of Postal Workers on September 25, 2025 (the “Strike”), Canada Post’s operations have shut down. In order to facilitate the delivery of the Circular and related materials for the Meeting to non-registered Shareholders in the event that the Strike, lockout or similar or related events prevent, delay or otherwise interrupt delivery of the Circular and related materials for the Meeting to non-registered Shareholders in the ordinary course by the applicable intermediaries, the Company will deliver, by email, a copy of the Circular and related materials for the Meeting to each non-registered Shareholder who requests the same (please direct any requests for copies of the Circular and related materials for the Meeting to: relations@globalhelium.com). Note that non-registered Shareholders are also encouraged to contact the proxy department at their broker or other intermediary (where their Shares are held) who can assist them with the voting process. Non-registered Shareholders must follow the voting instructions provided by their broker or other intermediary and will need their specific 16-digit control number to vote via www.proxyvote.com.

If you are a registered shareholder, please contact the Company at relations@globalhelium.com to obtain your proxy form so you can cast your vote for the upcoming Meeting.

If you hold Shares through an intermediary such as a brokerage firm, please contact your intermediary directly for a copy of the proxy form and instructions for voting.

On September 4, 2025, the Court of King’s Bench of Alberta (the “Court”) granted an interim order providing for the calling and holding of the Meeting and certain other matters related to the Meeting and the Arrangement. A copy of the interim order is included in the Circular. Such interim order was amended by the Court on October 3, 2025 (to facilitate the delivery of the Circular and related materials for the Meeting to non-registered Shareholders via email where requested). The hearing date for the application for the final order of the Court (the “Final Order”) is October 22, 2025. Subject to obtaining the required approval of the Shareholders at the Meeting, the Final Order and the satisfaction or waiver of other customary closing conditions contained in the arrangement agreement entered into between the Company and the Purchaser on July 15, 2025, the Arrangement is anticipated to be completed on or about October 24, 2025. The Circular provides important information on the Arrangement and related matters, including voting procedures and instructions for Shareholders unable to attend the Meeting. Company Shareholders are urged to read the Circular and its schedules carefully and in their entirety. The Circular, the related materials for the Meeting and the amended interim order are all available on SEDAR+ under the Company’s profile at www.sedarplus.ca. Company Shareholders who have questions regarding the Arrangement or require assistance should consult their financial, legal, tax or other professional advisor.

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 Multilateral Instrument 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. 

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 current government postal strike, the delivery 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

What is the consideration per Global Helium (HECOF) share in the proposed arrangement?

The Purchaser will pay $0.05 per Common Share (Preferred Shares: $0.05 plus accrued dividends).

When and where is Global Helium (HECOF) shareholder meeting to vote on the Arrangement?

The annual and special meeting is scheduled in Calgary on Oct 16, 2025 at 11:00 a.m. (Calgary time).

What is the deadline for electing to receive Purchaser Shares in HECOF's arrangement?

Electing holders must deliver a Letter of Transmittal by 4:30 p.m. (Calgary time) on Oct 14, 2025 (unless extended).

When is the court hearing and expected closing date for the HECOF Arrangement?

Final Order hearing is on Oct 22, 2025; the Arrangement is anticipated to close on or about Oct 24, 2025.

How much of Global Helium's shares are committed in support of the Arrangement (HECOF)?

All directors, officers and certain shareholders collectively hold approximately 52.5% of issued Shares and have voting support agreements.

How can HECOF shareholders obtain the Circular during the Canada Post strike?

Non-registered shareholders can request the Circular by email at relations@globalhelium.com; materials are also on SEDAR+ and the company's website.