Core Viewpoint - Global Helium Corp. has entered into an arrangement agreement with 2679158 Alberta Ltd. for a proposed transaction that will be considered a business combination under applicable securities laws [1][17]. Transaction Structure - The proposed transaction will be completed through a statutory plan of arrangement under the Business Corporations Act (Alberta), involving the amalgamation of a wholly-owned subsidiary of the Purchaser and Global [2]. - The Purchaser will acquire all issued and outstanding Class A Common Shares for cash consideration of $0.05 per share, with options for shareholders holding over 250,000 shares to receive Purchaser Shares instead [3]. - The Purchaser will also acquire all issued and outstanding Series A and Series B Preferred Shares for cash consideration of $0.05 per share plus accrued dividends, with similar options for large shareholders [4]. Financial Considerations - The total cash consideration payable is approximately $1.368 million, with an additional amalgamation consideration valued at approximately $2.541 million, leading to an aggregate purchase price of about $3.909 million [13]. - The cash consideration will be subject to tax deductions as required [6]. Funding and Commitments - To fund the cash consideration, the Purchaser has entered into an equity commitment agreement with Thor Resources Investor Inc., which will subscribe for Purchaser Shares for an aggregate price of up to $1,618,461 [7]. - Thor has the option to increase its subscription to maintain a 35% ownership level in the Purchaser [7]. Board and Shareholder Approval - The Board of Directors has unanimously approved the arrangement, following a recommendation from a special committee of independent directors [10]. - The arrangement requires approval from at least two-thirds of the votes cast by shareholders and a simple majority excluding certain shares [16]. Future Plans - Following the completion of the arrangement, Global intends to delist its common shares from the Canadian Securities Exchange and cease being a reporting issuer [9]. - An annual and special meeting of shareholders is planned for September 2025 to vote on the arrangement [11]. Fairness and Valuation - The Board and the Special Committee considered various factors, including market conditions and a fairness opinion from Evans & Evans, which deemed the transaction fair from a financial perspective [12].