Royal Helium Ltd. Announces Exit and Closing of CCAA Transaction

Core Viewpoint - Royal Helium Ltd. has successfully exited the CCAA Proceedings through a reverse takeover transaction with Keranic Industrial Gas Inc., marking a significant restructuring and strategic partnership in the helium sector [1][2]. Transaction Summary - The transaction involved a three-cornered amalgamation, resulting in the formation of a new wholly-owned subsidiary of Royal and the removal of the Target Companies from CCAA Proceedings [2]. - Prior to the amalgamation, Royal completed an 8:1 consolidation of its common shares and amended its articles to create two classes of shares: Class A common voting shares and Class B preferred non-voting shares [3]. - All existing debentures, options, and warrants of Royal were terminated as part of the transaction [3]. - The liabilities of the Target Companies were transferred to a residual company, while the assets were acquired by Keranic [4]. Financing Details - Keranic raised funds through a brokered subscription receipt financing of 7,030,000 subscription receipts at $0.50 each and a non-brokered common share offering of 75,901,328 Class A shares at $0.02108 each [6]. - The proceeds from these offerings were utilized to satisfy the purchase price of the transaction [6]. Strategic Investor - An affiliate of AirLife Gases Private Limited invested $2,000,000 in the Subscription Receipt Offering and $930,000 in the Share Offering, acquiring a significant stake of approximately 52.9% in Royal's Class A Shares post-transaction [9]. - The Strategic Investor is a well-established supplier of helium and specialty gases, with a strong presence in high-growth sectors such as healthcare and aerospace [10][12]. - The Strategic Investor has secured rights to nominate directors to Royal's board and has been granted corporate naming rights, subject to approval [13]. Asset Overview - The transaction encompasses Royal's extensive helium land position of approximately 600,000 acres across Saskatchewan and Alberta, with multiple helium discoveries [15]. - The Steveville plant facility, capable of processing 15,000 Mcf/day of raw gas, is expected to restart production within 12 weeks, with full capacity anticipated within 10 months [15]. Trading Update - Royal plans to apply for the listing of its Class A Shares on the TSX Venture Exchange, pending approval [16]. Advisory Information - Research Capital Corporation acted as the financial advisor for the transaction, with legal counsel provided by McDougall Gauley LLP [17].