Helium Evolution Closes $25 Million Private Placement

Rhea-AI Summary

Helium Evolution (TSXV:HEVI, OTCQB:HEEVF) closed a private placement for $25 million in gross proceeds on August 24, 2026, issuing 166,666,667 units at $0.15 per unit, each with one common share and a three‑year warrant exercisable at $0.30.

New international investors contributed $23.7 million, with Mr. Henry Maxey, Tough Investments Limited and Mr. Alan Howard each subscribing for 49,310,000 units, giving each about 15.0% non‑diluted and 19.9% partially diluted ownership, subject to a blocker clause. HEVI also issued 6,317,200 finder’s warrants and paid $1,184,475 in cash fees.

All securities carry a four‑month hold. According to the company, net proceeds are expected to fund accelerated exploration and development of Saskatchewan helium assets, future drilling and infrastructure, and general corporate purposes. Certain investors received pro rata participation rights, and Mr. Maxey also obtained a board nomination right while holding at least 10% of common shares.

Positive

• $25 million gross proceeds raised through private placement
• New international investors contributed $23.7 million of the Financing
• Three new cornerstone investors each acquired ~15% non‑diluted ownership
• Proceeds earmarked to advance Saskatchewan exploration, drilling and infrastructure
• Three‑year warrants at $0.30 add potential future equity funding

Negative

• Issuance of 166,666,667 new units creates share dilution
• Finder’s fees include $1,184,475 cash and 6,317,200 finder’s warrants
• New investors each hold up to 19.9% partially diluted, increasing ownership concentration

News Explained

The closed financing includes warrants with possible early expiry, while insider participation relies on stated MI 61-101 exemptions.

The August 24, 2026 financing is closed; beyond the disclosed three-year warrant term, the company may accelerate expiry if its volume-weighted average trading price reaches $0.50 for 30 consecutive trading days.

The financing also involved insider participation treated as a related-party transaction, with the company intending to rely on MI 61-101 exemptions from valuation and minority approval requirements; independent directors approved that participation.

The applicable investors are expected to file early warning reports on SEDAR+, which will disclose their holdings and intentions.

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CALGARY, Alberta, Aug. 24, 2026 (GLOBE NEWSWIRE) -- Helium Evolution Incorporated (TSXV:HEVI, OTCQB:HEEVF) ("HEVI" or the "Company"), a Canadian-based helium exploration and development company focused on developing assets in southern Saskatchewan, is pleased to announce the closing of a private placement financing for gross proceeds of $25 million (the “Financing”), as previously announced on July 24, 2026. New international investors have subscribed for an aggregate of $23.7 million, joining the shareholder register alongside participation from insiders and other investors.

Financing Details
Pursuant to the Financing, HEVI issued 166,666,667 units (each, a “Unit”) at a price of $0.15 per Unit. Each Unit is comprised of one common share of the Company (each, a “Unit Share”) and one common share purchase warrant (a “Warrant”). Each Warrant will entitle the holder thereof to acquire one common share of the Company (a "Warrant Share") at a price of $0.30 for a period of three years from the closing date of August 24, 2026 (the “Closing Date”). The Company also issued 6,317,200 finder’s warrants (“Finders Warrants”) to Auctus Advisors LLP and paid a cash fee of $1,184,475 in connection with subscriptions from certain investors. Each Finders Warrant entitles the holder to acquire one common share of the Company (a "Finder Share") at a price of $0.30 for a period of three years from the Closing Date.

The Warrants and Finders Warrants are subject to an acceleration feature if the volume-weighted average trading price equals or exceeds $0.50 per common share for 30 consecutive trading days whereby the Company may accelerate the expiry date of the Warrants or Finders Warrants. The Warrants issued to certain new insiders also include a warrant blocker clause (the “Blocker Clause”) providing that no exercise of Warrants will be permitted if such exercise would result in the need to obtain shareholder approval for the creation of a new control person pursuant to the policies of the TSX Venture Exchange (the “TSXV”).

The Unit Shares, Warrants, Finders Warrants, Warrant Shares and Finder Shares will be subject to a four-month hold period from the Closing Date, in accordance with applicable securities laws.

The net proceeds from the Financing are expected to be used to accelerate exploration and development activities across the Company’s Saskatchewan helium assets, advance future drilling and infrastructure initiatives and for general corporate purposes.

Existing insiders of the Company participated in the Offering for $230,000, and such Unit Shares, Warrants, and Warrant Shares issued to insiders are subject to a four-month hold period pursuant to applicable policies of the TSXV. The issuance of Units to insiders is considered a "related party transaction" under Multilateral Instrument 61-101 - Protection of Minority Securityholders in Special Transactions ("MI 61-101"). The Company intends to rely on the exemptions from the valuation and the minority approval requirements of MI 61-101 provided for in subsections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, as the fair market value of the subject matter of, and the consideration paid in the Offering, in relation to such insiders, does not represent more than 25% of the Company's market capitalization, as determined in accordance with MI 61-101. The participation by insiders in the Offering has been approved by directors of the Company who are independent in connection with such transactions. The Company did not file a material change report more than 21 days before the expected closing of the Offering, as the details of the Offering were not finalized until immediately prior to the closing and the Company wished to close the transaction as soon as practicable for sound business reasons.

Early Warning Disclosure
In connection with the Financing, the investors noted below acquired securities of the Company that result in such investors becoming holders of more than 10% of the outstanding common shares of the Company.

In the Financing, Mr. Henry Maxey (c/o Oberon Investments, 6 Duke Street, St James’s, London, SW1Y 6BN, United Kingdom) acquired 49,310,000 Common Shares and 49,310,000 Warrants, representing approximately 15.0% of the issued and outstanding Common Shares (on a non-diluted basis) or approximately 19.9% of the issued and outstanding Common Shares (on a partially diluted basis, assuming exercise of the Warrants acquired by him in the Financing, but considering the Blocker Clause), for aggregate consideration of $7,396,500. Mr. Maxey is acquiring the Unit Shares and Warrants for investment purposes and will continue to monitor the business, prospects, financial condition and potential capital requirements of the Company. Depending on his evaluation of these and other factors, Mr. Maxey may from time to time in the future decrease or increase his direct or indirect ownership, control or direction over securities of the Issuer through market transactions, private agreements, subscriptions from treasury or otherwise, or may in the future develop plans or intentions relating to any of the other actions listed at (a) through (k) of Form 62-103F1 – Required Disclosure Under the Early Warning Requirements.

In the Financing, Tough Investments Limited (1st Floor, Liberation House, Castle Street, St. Helier, Jersey JE1 1GL) acquired 49,310,000 Common Shares and 49,310,000 Warrants, representing approximately 15.0% of the issued and outstanding Common Shares (on a non-diluted basis) or approximately 19.9% of the issued and outstanding Common Shares (on a partially diluted basis, assuming exercise of the Warrants acquired by it in the Financing, but considering the Blocker Clause), for aggregate consideration of $7,396,500. Tough Investments Limited is acquiring the Unit Shares and Warrants for investment purposes and will continue to monitor the business, prospects, financial condition and potential capital requirements of the Company. Depending on its evaluation of these and other factors, Tough Investments Limited may from time to time in the future decrease or increase its direct or indirect ownership, control or direction over securities of the Issuer through market transactions, private agreements, subscriptions from treasury or otherwise, or may in the future develop plans or intentions relating to any of the other actions listed at (a) through (k) of Form 62-103F1 – Required Disclosure Under the Early Warning Requirements.

In the Financing, Mr. Alan Howard (c/o 82 Baker Street, London, W1U 6AE, United Kingdom) acquired 49,310,000 Units. Immediately prior to the Financing, Mr. Howard did not beneficially own, directly or indirectly, any securities of the Company. Immediately following the closing of the Financing, Mr. Howard beneficially owns, directly or indirectly, 49,310,000 Unit Shares and 49,310,000 Warrants, representing approximately 15.0% of the issued and outstanding common shares of the Company (on a non-diluted basis) or approximately 19.9% of the issued and outstanding common shares of the Company (on a partially diluted basis, assuming exercise of the Warrants acquired by him in the Financing, but considering the Blocker Clause), for aggregate consideration of $7,396,500. Mr. Howard is acquiring the Unit Shares and Warrants for investment purposes and will continue to monitor the business, prospects, financial condition and potential capital requirements of the Company. Depending on his evaluation of these and other factors, Mr. Howard may from time to time in the future decrease or increase his direct or indirect ownership, control or direction over securities of the Issuer through market transactions, private agreements, subscriptions from treasury or otherwise, or may in the future develop plans or intentions relating to any of the other actions listed at (a) through (k) of Form 62-103F1 – Required Disclosure Under the Early Warning Requirements.

The applicable investors will file early warning reports in accordance with applicable Canadian securities laws, including National Instrument 62-104 – Take-Over Bids and Issuer Bids ("NI 62-104"), disclosing their respective holdings and intentions with respect to the Company.

The early warning reports will be filed on the Company's SEDAR+ profile at www.sedarplus.ca and will be available for review under the Company's issuer profile. A copy of the early warning reports can be obtained by contacting the Company's Chief Financial Officer, Kristi Kunec, at 1-587-330-2459.

The Issuer’s head office is located at 505 - 3rd Street SW, Suite 400, Calgary, Alberta, T2P 3E6, Canada.

The foregoing disclosure is made in accordance with NI 62-104. The Company is not aware of any other material information concerning the investors' intentions with respect to the Company beyond that disclosed herein and in the applicable early warning reports.

Pro Rata Participation and Board Nomination Rights
The Company and Mr. Maxey have entered into a pro rata participation and board nomination agreement pursuant to which Mr. Maxey will be permitted to maintain his pro rata undiluted percentage of HEVI common shares following completion of the Financing until such time as Mr. Maxey fails to hold at least 10% of the HEVI common shares or the Company completes a business combination transaction. Additionally, Mr. Maxey has the right to appoint a nominee to the HEVI board of directors provided he holds at least 10% of the HEVI common shares. The Company has also entered into pro rata participation agreements with each of Mr. Howard and Tough Investments Limited pursuant to which each of Mr. Howard and Tough Investments Limited will be permitted to maintain their pro rata undiluted percentage of HEVI common shares following completion of the Financing until such time as such parties respectively fail to hold at least 10% of the HEVI common shares or the Company completes a business combination transaction.

Stay Connected to Helium Evolution
Shareholders and other parties interested in learning more about the Helium Evolution opportunity are encouraged to visit the Company’s website, which includes an updated corporate presentation, and are invited to follow the Company on LinkedIn and X for ongoing corporate updates and helium industry information.

About Helium Evolution Incorporated
Helium Evolution is a Canadian-based helium exploration company focused on developing assets in southern Saskatchewan. The Company has over five million acres of land under permit near proven discoveries of economic helium concentrations which will support scaling the exploration and development efforts across its land base. HEVI’s management and board are executing a differentiated strategy to become a leading supplier of sustainably-produced helium for the growing global helium market.

For further information, please contact:

Malcolm Adams, President & CEO Kristi Kunec, CFO	Phone: 1-587-330-2459 Email: info@heliumevolution.ca Web: https://www.heliumevolution.ca/

Statement Regarding Forward-Looking Information

This news release contains statements that constitute "forward-looking statements." Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements, or developments in the industry to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking statements. Forward looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects," "plans," "anticipates," "believes," "intends," "estimates," "projects," "potential" and similar expressions, or that events or conditions "will," "would," "may," "could" or "should" occur.

Forward-looking statements in this document include statements regarding the Company becoming a leading supplier of sustainably-produced helium; the intended use of proceeds; ownership percentages of certain subscribers after the Closing Date and their intentions with respect to future activities with respect to the Company and its securities; the rights granted to certain subscribers with respect to pro rata participation and board nomination; the terms and exercise of the Warrants; the anticipated benefits of the Financing; the Company's ability to execute its business strategy; the future demand for helium; the Company’s future business plans, objectives and strategies and other statements that are not historical facts. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors and risks include, among others: changes to applicable laws, regulations, or government policies; determinations made by certain subscribers with respect to pro rata participation and board nominations; changes in market conditions; fluctuations in commodity prices, including helium prices; exploration, drilling and development risks; operational risks; environmental and permitting risks; changes in applicable laws and regulations; the availability of capital and financing; and general economic, market, and industry conditions.

When relying on forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and risks other uncertainties and potential events. The Company has assumed that the material factors referred to in the previous paragraphs will not cause such forward-looking statements and information to differ materially from actual results or events. However, the list of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors. The reader is cautioned not to place undue reliance on any forward-looking information. 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. The forward-looking statements contained in this news release are made as of the date of this news release. The Company does not intend, and expressly 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.

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

FAQ

What did Helium Evolution (HEEVF) announce about its $25 million private placement on August 24, 2026?

Helium Evolution closed a private placement for $25 million in gross proceeds on August 24, 2026. According to the company, it issued 166,666,667 units at $0.15 each, with one common share and one three‑year warrant exercisable at $0.30 per share.

How will Helium Evolution use the proceeds from the $25 million HEEVF financing?

Helium Evolution plans to use net proceeds to advance its Saskatchewan helium portfolio. According to the company, funds will accelerate exploration and development, support future drilling and infrastructure initiatives, and be applied to general corporate purposes, potentially strengthening its capacity to progress its large southern Saskatchewan land base.

What are the terms of the Helium Evolution (HEEVF) units and warrants in the August 2026 financing?

Each unit consists of one common share and one warrant priced at $0.15 per unit. According to the company, each warrant and finder’s warrant allows purchase of one share at $0.30 for three years, with an acceleration feature if the share price averages $0.50 for 30 days.

Who are the major new investors in Helium Evolution’s $25 million private placement and what stakes did they gain?

Mr. Henry Maxey, Tough Investments Limited and Mr. Alan Howard each acquired 49,310,000 units. According to the company, each now holds about 15.0% of outstanding common shares non‑diluted, or approximately 19.9% on a partially diluted basis, considering the blocker clause on warrant exercise.

What is the warrant blocker clause in the Helium Evolution (HEEVF) financing for certain insiders?

The warrant blocker clause restricts warrant exercises that would create a new control person under TSX Venture Exchange rules. According to the company, certain insiders cannot exercise warrants if doing so would require shareholder approval for forming a control person, effectively capping their exercisable ownership level.

What rights did major investors receive in Helium Evolution’s August 2026 financing?

Mr. Maxey obtained pro rata participation and a board nomination right while holding at least 10% of common shares. According to the company, Mr. Howard and Tough Investments Limited also received pro rata participation rights to maintain undiluted stakes above 10%, unless they fall below that threshold or a business combination occurs.

Are Helium Evolution (HEEVF) private placement securities subject to a hold period?

Yes, all unit shares, warrants, finder’s warrants, warrant shares and finder shares are subject to a hold period. According to the company, these securities carry a four‑month hold from the August 24, 2026 closing date under applicable securities laws and TSX Venture Exchange policies.