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

Key Figures

Share consolidation: 8:1 Subscription receipts: 7,030,000 at $0.50 Share offering: 75,901,328 at $0.02108 +5 more

8 metrics

Share consolidation 8:1 Royal common share consolidation prior to Transaction

Subscription receipts 7,030,000 at $0.50 Keranic brokered subscription receipt financing

Share offering 75,901,328 at $0.02108 Keranic non-brokered Class A share offering

Strategic proceeds 1 $2,000,000 Strategic Investor participation in Subscription Receipt Offering

Strategic proceeds 2 $930,000 Strategic Investor participation in Share Offering

Additional shares 31,783,681 shares Keranic Shares acquired by Strategic Investor pre-closing

Ownership stake 52.9% Strategic Investor fully diluted Class A Shares post-Transaction

Processing capacity 15,000 Mcf/day Steveville plant raw gas processing capability

Market Reality Check

Price: $0.0000 Vol: Volume 140,000 vs 20-day ...

low vol

$0.0000 Last Close

Volume Volume 140,000 vs 20-day average 214,350 ahead of this restructuring news. low

Technical Price 0.007 is trading below 200-day MA at 0.03 and near its 52-week low.

Peers on Argus

Peers showed mixed moves: AUNXF up 22.5%, KOSK down 2.44%, others flat, indicati...

Peers showed mixed moves: AUNXF up 22.5%, KOSK down 2.44%, others flat, indicating stock-specific factors rather than a broad sector move.

Market Pulse Summary

This announcement details Royal’s exit from CCAA via a reverse takeover, a capital infusion, and a n...

Analysis

This announcement details Royal’s exit from CCAA via a reverse takeover, a capital infusion, and a new control shareholder holding 52.9% of fully diluted Class A Shares. Pre-existing debentures, options and warrants were terminated, and liabilities were transferred to a separate entity while assets stayed with the operating group. The Steveville plant, with 15,000 Mcf/day capacity, is targeted for restart on a defined timeline. Investors may watch execution on production ramp-up and TSXV listing progress.

Key Terms

reverse takeover, companies' creditors arrangements act, reverse vesting order, subscription receipt, +4 more

8 terms

reverse takeover financial

"pursuant to the closing of a reverse takeover transaction (the "Transaction")"

A reverse takeover is when a private company becomes publicly traded by merging into or being bought by an already public shell company, instead of going through a traditional initial public offering. Investors care because it’s a faster, often cheaper route to public markets that can bring growth opportunities but also higher risk from less scrutiny, possible hidden liabilities, and sudden changes in ownership or share value—think of it as buying a ready-made storefront rather than building one from scratch.

companies' creditors arrangements act regulatory

"commenced under the Companies' Creditors Arrangements Act (Canada) (the "CCAA")"

A Companies' Creditors Arrangement Act proceeding is a court‑supervised process in Canada that lets a financially troubled company pause creditor actions and negotiate a plan to restructure its debts while keeping the business running. Think of it as a formal “pause and renegotiate” where a judge helps enforce temporary rules so the company and its creditors can work out a deal. Investors care because the outcome can preserve value and recovery prospects or, if unsuccessful, lead to asset sales and losses for equity and bond holders.

reverse vesting order regulatory

"The Transaction was completed pursuant to a reverse vesting order (the "Order")"

A reverse vesting order is a legal instruction that makes previously owned shares subject to a future vesting schedule, meaning the holder can lose or must sell back some shares if they don’t meet agreed conditions (like staying with the company). For investors this matters because it changes who really controls the stock over time, can limit insider selling, and affects potential dilution or share availability much like putting a refundable hold on ownership until milestones are met.

subscription receipt financial

"brokered subscription receipt financing for 7,030,000 subscription receipts of Keranic"

A subscription receipt is a temporary financial instrument sold to investors when a company is raising money tied to a future event, like a deal closing; the cash from the sale is held in a secure account until that event happens. Think of it like buying a movie ticket before a film is released: if the film is shown as planned you get the promised seat (usually shares or other securities), and if the event fails you get your money back, so it offers investors a way to participate with reduced downside risk.

warrant financial

"one Keranic Share and one Keranic Share purchase warrant exercisable at a price of $0.65"

A warrant is a time-limited financial contract that gives its holder the right to buy a company's shares at a set price before a specified date, like a coupon that lets you purchase stock at a fixed discount for a limited time. It matters to investors because warrants offer leveraged exposure to a stock’s upside and can dilute existing shareholders if exercised, so they affect potential gains and the company’s outstanding share count.

offtake agreement financial

"exclusive right to enter into a helium and specialty gases offtake agreement"

A contract in which a buyer commits to purchase a set portion or percentage of a producer’s future output—such as minerals, energy, agricultural goods, or manufactured products—often over a multi‑year period. It matters to investors because it creates predictable sales and cash flow, reduces the risk of unsold inventory, and can make projects easier to finance; think of it like pre‑selling future harvests or securing long‑term customers before production begins.

tsx venture exchange regulatory

"apply to the TSX Venture Exchange ("TSXV") to have its Class A Shares listed"

A junior stock exchange in Canada where smaller, early-stage companies list shares to raise capital and gain public visibility. Think of it as a farmers’ market for young businesses: it offers investors a chance to buy into fast-growing but higher-risk ventures, with looser listing rules and typically lower liquidity than major exchanges. It matters because performance and financing on this exchange can signal growth prospects or risk for investors.

amalgamation technical

"Keranic and Subco, a wholly owned subsidiary of Royal, amalgamated (the "Amalgamation")"

Amalgamation is the combining of two or more companies into a single new business, where assets, liabilities and ownership are merged rather than one firm simply buying another. For investors it matters because an amalgamation can change the value and risk of holdings by creating scale, cutting costs, diluting or concentrating ownership, and introducing integration or regulatory risks—like mixing ingredients to bake a new cake that may taste better or worse than the originals.

AI-generated analysis. Not financial advice.

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.