UPDATE -- Helium Evolution Closes $25 Million Private Placement

Helium Evolution (TSXV:HEVI, OTCQB:HEEVF) closed a previously announced private placement for gross proceeds of $25 million, issuing 166,666,667 units at $0.15 per unit.

Rhea-AI Summary

Helium Evolution (TSXV:HEVI, OTCQB:HEEVF) closed a previously announced private placement for gross proceeds of $25 million, issuing 166,666,667 units at $0.15 per unit. Each unit includes one common share and one three‑year warrant exercisable at $0.30.

New international investors subscribed for $23.7 million, with insiders and other investors providing the balance. The company issued 6,317,200 finder’s warrants at $0.30 and paid a cash fee of $1,184,475. Warrants and finder’s warrants may be accelerated if the share price trades at or above $0.50 for 30 consecutive days. Net proceeds are expected to fund accelerated exploration, drilling, infrastructure for Saskatchewan helium assets and general corporate purposes.

Three new investors – Henry Maxey, Tough Investments and Alan Howard – each acquired 49,310,000 units, representing about 15.0% of outstanding shares (non‑diluted) and 19.9% on a partially diluted basis, subject to a warrant blocker. They also received pro rata participation rights, and Mr. Maxey obtained board nomination rights while holding at least 10%.

Positive

• $25 million gross proceeds raised via private placement
• Issued 166,666,667 units at $0.15 per unit with attached warrants
• New international investors contributed $23.7 million of the Financing
• Three strategic investors each acquired 49,310,000 units and about 15% stakes
• Use of proceeds directed to exploration, drilling, infrastructure and corporate purposes

Negative

• Equity dilution from issuing 166,666,667 new shares plus attached warrants
• Additional potential dilution from 166,666,667 unit warrants at $0.30
• Finder’s compensation of $1,184,475 cash plus 6,317,200 finder’s warrants
• Three investors may each hold up to about 19.9% on a partially diluted basis

News Explained

The financing closed on August 24, 2026, but the issued shares and warrants remain subject to a four-month hold period under applicable securities laws.

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Data tracked by StockTitan Argus for the Aug 25 session.

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CALGARY, Alberta, Aug. 25, 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 Units for aggregate consideration of $7,396,500. Immediately prior to the Financing, Mr. Maxey did not beneficially own, directly or indirectly, any securities of the Company. Immediately following the closing of the Financing, Mr. Maxey 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). 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 Units for aggregate consideration of $7,396,500. Immediately prior to the Financing, Tough Investments Limited did not beneficially own, directly or indirectly, any securities of the Company. Immediately following the closing of the Financing, Tough Investments Limited 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 it in the Financing, but considering the Blocker Clause). 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 for aggregate consideration of $7,396,500. 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). 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

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What did Helium Evolution (OTCQB:HEEVF) announce on August 25, 2026?

Helium Evolution announced closing a private placement raising $25 million in gross proceeds. According to the company, it issued 166,666,667 units at $0.15 per unit, each unit containing one common share and a three‑year warrant exercisable at $0.30.

What are the key terms of Helium Evolution’s $25 million private placement (HEEVF)?

The financing comprised 166,666,667 units priced at $0.15, each with a share and a warrant at $0.30 for three years. According to Helium Evolution, warrants can be accelerated if the volume‑weighted average price reaches $0.50 for 30 consecutive trading days.

How many new shares and warrants did Helium Evolution issue in the 2026 private placement?

Helium Evolution issued 166,666,667 new common shares and an equal number of unit warrants. According to the company, it also granted 6,317,200 finder’s warrants, all exercisable at $0.30 for three years, subject to a four‑month hold period from August 24, 2026.

Who are the new major shareholders after Helium Evolution’s August 2026 financing?

According to Helium Evolution, Henry Maxey, Tough Investments and Alan Howard each acquired 49,310,000 units. Following closing, each holds about 15.0% of outstanding shares non‑diluted, or roughly 19.9% on a partially diluted basis, considering the warrant blocker clause.

What will Helium Evolution use the $25 million private placement proceeds for?

Helium Evolution plans to use net proceeds to accelerate exploration and development of its Saskatchewan helium assets. According to the company, funds will also advance future drilling, infrastructure initiatives and support general corporate purposes, aligning with its strategy to scale helium operations.

What rights were granted to major investors in Helium Evolution’s 2026 private placement?

According to Helium Evolution, Henry Maxey received pro rata participation and board nomination rights while holding at least 10%. Maxey, Alan Howard and Tough Investments also obtained pro rata participation rights to maintain their undiluted ownership until they drop below 10% or a business combination occurs.

What are the warrant terms and acceleration conditions for Helium Evolution’s 2026 financing?

Each unit warrant and finder’s warrant lets holders buy one share at $0.30 for three years from August 24, 2026. According to Helium Evolution, expiry may be accelerated if the volume‑weighted average price reaches at least $0.50 for 30 straight trading days.