Royal Helium Ltd. Announces Exit and Closing of CCAA Transaction

Rhea-AI Summary

Royal Helium Ltd. (RHCCF) announced completion of a reverse takeover by Keranic Industrial Gas and exit from CCAA proceedings on November 28, 2025.

Key transaction steps: an 8:1 share consolidation, amendment to create Class A voting and Class B non-voting shares, termination of pre-closing debentures/options/warrants, and a three‑cornered amalgamation that transferred Target Companies' assets to Keranic while vesting most liabilities in ResidualCo.

• Financings: 7,030,000 subscription receipts at $0.50 and 75,901,328 Keranic shares at $0.02108 funded the deal.
• Strategic investor: AirLife affiliate invested $2,000,000 (subscription receipts) plus $930,000 (share offering) and acquired additional shares to hold ~52.9% of fully diluted Class A shares.
• Operations: ~600,000-acre land position and Steveville plant with 15,000 Mcf/day processing capacity; restart targeted in 12 weeks, full capacity within 10 months.

Positive

• Strategic investor holds approximately 52.9% of fully diluted Class A shares
• Completed financings: 7,030,000 subscription receipts at $0.50 and 75,901,328 shares at $0.02108
• Steveville plant processing capacity of 15,000 Mcf/day
• Large ~600,000‑acre helium land position across Saskatchewan and Alberta
• Clear restart timeline: production restarting within 12 weeks, full capacity in 10 months

Negative

• Strategic investor majority stake (~52.9%) creates concentrated ownership and majority board control
• All pre‑closing debentures, options and warrants were terminated pursuant to the court Order
• Most liabilities were vested to ResidualCo, leaving unspecified retained liabilities with potential unknown impacts
• Listing of Class A Shares on TSXV is subject to approval, so trading timing and liquidity remain uncertain

Saskatoon, Saskatchewan--(Newsfile Corp. - November 28, 2025) - Royal Helium Ltd. ("Royal" or the "Company") announces today that Royal and its subsidiaries, Royal Helium Exploration Limited ("RHEL") and Imperial Helium Corp. (together with Royal and RHEL, the "Target Companies"), have exited the proceedings (the "CCAA Proceedings") commenced under the Companies' Creditors Arrangements Act (Canada) (the "CCAA") pursuant to the closing of a reverse takeover transaction (the "Transaction") by Keranic Industrial Gas Inc. ("Keranic") under an Amalgamation Agreement (the "Amalgamation Agreement") dated September 25, 2025 among the Target Companies, Keranic, 102218166 Saskatchewan Ltd. ("ResidualCo"), and 102218200 Saskatchewan Inc. ("Subco").

Summary of the Transaction

The Transaction was completed by way of a three-cornered amalgamation pursuant to the Amalgamation Agreement, whereby, among other things, Keranic and Subco, a wholly owned subsidiary of Royal, amalgamated (the "Amalgamation") to form a new wholly-owned subsidiary ("Amalco") of Royal and the Target Companies were removed from the CCAA Proceedings. The Transaction was completed pursuant to a reverse vesting order (the "Order") approved by the Court of King's Bench (Alberta) (the "Court").

Prior to completion of the Amalgamation, a consolidation of Royal's outstanding common shares was completed on an 8:1 basis, and then the articles of Royal were amended to distinguish between two classes of shares: Class A common voting shares ("Class A Shares") and Class B preferred non-voting shares. All existing debentures, options and warrants of Royal outstanding prior to closing the Transaction were terminated pursuant to the Order.

All of the liabilities of the Target Companies, except for certain retained liabilities (further described below) were vested and transferred to ResidualCo pursuant to the Order. The Target Companies retained all of their assets which are now acquired by Keranic.

In connection with the Amalgamation, the holders of Keranic Shares (as defined below) received one Class A Share for each one Keranic Share held prior to the Amalgamation. All of the outstanding warrants of Keranic were replaced with warrants to purchase Royal securities having the same economic terms as the original securities.

Offering and Securities Details

Prior to closing of the Transaction, Keranic completed a brokered subscription receipt financing for 7,030,000 subscription receipts of Keranic ("Subscription Receipts") at a price of $0.50 per Subscription Receipt (the "Subscription Receipt Offering") and a non-brokered common share offering for 75,901,328 Class A shares of Keranic ("Keranic Share") at a price of $0.02108 per Keranic Share (the "Share Offering"). The proceeds from the Subscription Receipt Offering and Share Offering were used to satisfy the purchase price of the Transaction.

Immediately prior to closing of the Transaction, each Subscription Receipt was automatically exchanged for one unit of Keranic (a "Unit") consisting of one Keranic Share and one Keranic Share purchase warrant exercisable at a price of $0.65 per Keranic Share for a period of three years from closing of the Transaction. In addition, Keranic issued 562,400 broker warrants to acquire Units at a price of $0.50 per Unit for a period of three years following closing of the Transaction.

Research Capital Corporation acted as sole agent and bookrunner for the Subscription Receipt Offering.

Strategic Investor

An affiliate of AirLife Gases Private Limited (the "Strategic Investor") subscribed for aggregate gross proceeds of $2,000,000 pursuant to the Subscription Receipt Offering and $930,000 pursuant to the Share Offering and subsequently acquired an additional 31,783,681 Keranic Shares immediately prior to closing of the Transaction. Following the closing of the Transaction, the Strategic Investor holds approximately 52.9% of the fully diluted Class A Shares.

The Strategic Investor is an established, multi-national supplier and distributor of helium and specialty gases, offering both liquid and gaseous helium to its global customer base in high-growth sectors, including, but not limited to, healthcare, fiber optics, semiconductors and aerospace and defense. Operating from two international facilities, the Strategic Investor's operations are supported by a fleet of ISO containers for liquid helium transportation, that are globally compliant. Supported by modern production facilities and a well-established distribution network, the company has built long-standing supply relationships with industrial clients, underpinned by best-in-class quality assurance and regulatory compliance.

The Strategic Investor has secured numerous long-term partnerships with helium producers, ensuring control of the supply chain and a diverse helium source mix. Leveraging strong, growing demand for essential gases, it has been strategically expanding its footprint to further enhance service capabilities and scale. The management team is comprised of industry experts with extensive experience in the helium and specialty gases markets, underpinned by a proven track record of successes.

The Strategic Investor has entered into an investor rights agreement with Royal, pursuant to which the Strategic Investor has the right to nominate such number of directors of Royal to have majority board representation, and one of such nominee directors shall be the chair of the board of directors. The Strategic Investor has also been granted the corporate naming rights of Royal, subject to regulatory and shareholder approval.

In addition, the Strategic Investor has been granted the exclusive right to enter into a helium and specialty gases offtake agreement with respect to all helium and all other products produced by the Target Companies, on market terms. Syndicate Lending Corporation acted as the sole agent to the strategic investor.

Asset Overview

The Transaction includes Royal's four core areas with multiple helium discoveries and widespread helium concentrations across a large, ~600,000-acre land position strategically located across Saskatchewan's and Alberta's helium corridors, alongside the recently built Steveville plant facility and pipeline infrastructure capable of processing 15,000 Mcf/day of raw gas. The Steveville plant facility will be restarting production within 12 weeks following the completion of the Transaction, leveraging a helium-focused management team, with full capacity production expected to be attained within 10-months.

Update on Trading

Royal intends to apply to the TSX Venture Exchange ("TSXV") to have its Class A Shares listed for trading on the TSXV as soon as reasonably practicable, subject to approval by the TSXV.

Advisors

Research Capital Corporation served as financial advisor, and McDougall Gauley LLP served as legal counsel. to Keranic in connection with the Transaction and related financings. Stikeman Elliott LLP acted as legal advisor to Research Capital Corporation in connection with the financings. AirLife was represented by Gowlings LLP as legal counsel. Syndicate Lending Corporation acted as financial advisor to the Strategic Investor.

About Royal Helium Ltd.

Royal is an exploration, production and infrastructure company with a primary focus on the development of helium and associated gases. The Company's extensive footprint includes prospective helium permits and leases across Southern Saskatchewan and southeastern Alberta.

Royal's helium reservoirs are carried primarily with nitrogen. Nitrogen is not considered a greenhouse gas (GHG) and therefore has a low GHG footprint when compared to other jurisdictions that rely on large scale natural gas production for helium extraction. Helium extracted from wells in Saskatchewan and Alberta can be up to 90% less carbon intensive than helium extraction processes in other jurisdictions. For more information, please visit SEDAR+ (www.sedarplus.ca).

Forward-Looking Statements

This news release includes certain statements that may be deemed to be "forward-looking statements". All statements in this news release, other than statements of historical facts, that address events or developments that management of the Company expects, are forward-looking statements, including, the statements relating to the listing of the Class A Shares on the TSXV, and other statements that are not historical facts. Although management believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance, and actual results or developments may differ materially from those in the forward-looking statements. The Company undertakes no obligation to update these forward-looking statements if management's beliefs, estimates or opinions, or other factors, should change. Factors that could cause actual results to differ materially from those in forward-looking statements, include market prices, exploration and development successes, continued availability of capital and financing, and general economic, market or business conditions. Please see the public filings of the Company at www.sedarplus.ca for further information on the risks and uncertainties associated with the Company's business. Readers should not place undue reliance on forward-looking information and statements, which speak only as of the date made. The forward-looking information and statements contained in this release represent our expectations as of the date of this release. The Company disclaims any intention or obligation or undertaking to update or revise any forward-looking information or statements whether as a result of new information, future events or otherwise, except as required under applicable securities laws.

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 news release.

For further information:
Royal Helium Ltd.
Andrew Davidson
CEO
Email: info@royalheliumltd.com

Not for distribution to US Newswire Services or Dissemination in the United States

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/276304

FAQ

What did Royal Helium (RHCCF) announce on November 28, 2025 about the CCAA exit?

Royal completed a reverse takeover with Keranic, exited CCAA proceedings, and transferred assets to Keranic while vesting most liabilities in ResidualCo.

How much of Royal Helium will the AirLife affiliate own after the transaction (RHCCF)?

Following closing the Strategic Investor holds approximately 52.9% of the fully diluted Class A shares.

What financings funded the RHCCF transaction and at what prices?

Keranic raised 7,030,000 subscription receipts at $0.50 and sold 75,901,328 shares at $0.02108; proceeds satisfied the purchase price.

What are the operational plans for Royal Helium's Steveville plant (RHCCF)?

Steveville plant will restart production within 12 weeks of closing, targeting full capacity within 10 months and can process 15,000 Mcf/day of raw gas.

Did Royal Helium (RHCCF) change its share capital structure in the transaction?

Yes; Royal completed an 8:1 consolidation and amended articles to create Class A voting and Class B non‑voting shares.

When will Royal Helium (RHCCF) trade on the TSXV?

Royal intends to apply to list Class A shares on the TSXV as soon as reasonably practicable, subject to TSXV approval.