Royal Helium Ltd. announces its election to issue common shares to satisfy the interest payment obligations of the convertible debentures and for conversion

SASKATOON, Saskatchewan, June 20, 2024 /CNW/ – Royal Helium Ltd. (TSXV: RHC) (TSXV: RHC.WT.A) (TSXV: RHC.WT.B) (OTCQB: RHCCF) (“Royal“or the”Business“) announces that in accordance with the terms of the two separate debenture deeds entered into between the Company and Computershare Trust Company of Canada (THE “Curator“) date February 8, 2023 (THE “February act“) and dated June 12, 2023 (THE “June act“and collectively with the February agreement, the “Debenture Deeds“), the Company has chosen to issue a total of 8,448,929 ordinary shares in the capital of the Company (the “Ordinary actions“) at the price of $0.078 to holders of 14.0% senior unsecured convertible debentures due December 31, 2025 (THE “14% debentures“) and the holders of the 12.0% senior unsecured convertible debentures due June 30, 2025 (THE “12% debentures“, with the 14% debentures, the “Convertible debentures“), in payment of the satisfaction of the payment of interest of $70.00 for each $1,000 principal amount of 14% of the debentures and payment of interest of $66.41 for each $1,000 principal amount of debentures at 12%. The total amount of ordinary shares also covers the interest payable to the holder of 12% debentures who has elected to convert them into April 1, 2024.

As of the date hereof, the principal amount outstanding under the February Trust Deed is $4,220,000 and the principal amount outstanding under the June Trust Deed is $4,800,000. The Company has delivered two separate notices (as defined herein) to the Trustee on June 10, 2024 in accordance with the terms of the February Trust Deed and the June Trust Deed. Each of the notices given to the trustee on June 10, 2024 provides that all such interest obligations under each of the Debenture Indentures will be paid by the Company in ordinary shares. In total, 3,787,179 common shares will be issued for each $1,000 principal amount of 14% Debentures in respect of interest due from $295,400 payable by July 2, 2024. A total of 3,692,308 common shares will be issued for each $1,000 principal amount of 12% Debentures in respect of interest due from $288,000 payable on July 2, 2024.

A debenture holder converted 12% debentures into April 1, 2024 under the June agreement. The interest due until the conversion date amounts to $75,616.44. Section 2.1(f) of the Debenture Indentures, with respect to the payment of accrued interest on a conversion, provides that Debenture Holders converting their Convertible Debentures will receive, in addition to the applicable number of Common Shares, interest accrued and unpaid in respect of the convertible debentures. transferred for conversion up to and including the most recent interest payment date. For the sake of clarity, payment of such interest, whether in cash or by delivery of ordinary shares, may, at the option of the Company, be paid on the next regularly scheduled interest payment date following the conversion date . The Company will pay interest to the debenture holder who converted by issuing 969,442 ordinary shares at a price of $0.078.

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Under the Debenture Indentures, the Company will have the right from time to time (including after conversion, upon redemption or upon maturity) to make an election as to payment of interest on the Shares in respect of any interest obligation under the debenture indentures by giving notice (the “Notice“) to the Trustee on or before the earlier of: (i) the date required by applicable law or the rules of any stock exchange on which the Convertible Debentures or Common Shares are then listed; and (ii) the day that is 15 business days before the interest payment date to which the election to pay interest on common stock relates. The notice must provide that all or part of such interest obligation may be paid by. the Company in ordinary shares by delivery of ordinary shares, as provided in the debenture indenture, in an amount equal to: (A) the amount of interest payable under this interest obligation divided by. (B) the VWAP of the Common Stock for the two trading days immediately preceding and the two trading days immediately following delivery of the notice.

Pursuant to the Debenture Indentures, Holders who convert their Debentures will receive, in addition to the applicable number of Common Shares, accrued and unpaid interest (less any taxes required to be deducted) in respect of the Debentures surrendered for conversion until the exclusive date of conversion from the most recent interest payment date (as defined in the Debenture Indentures), inclusive. For the sake of clarity, the payment of such interest, whether in cash or by delivery of ordinary shares in accordance with the exercise of the election to pay interest on ordinary shares (as defined in the Debenture Indentures ), may, at the option of the Company, be paid on the next regularly scheduled interest payment date (as defined in the Debenture Indentures) following the Conversion Date.

The issuance of the Common Shares in payment of interest due on the Convertible Debentures will be subject to the terms of the Debenture Indentures and the obtaining of all required approvals, including, without limitation, the approval of the TSX Venture Exchange.

About Royal Helium Ltd.

Royal is an exploration, production and infrastructure company primarily focused on the development and production of helium and associated gases. The Company controls more than 1,000,000 acres of potential helium permits and leases in the South. Saskatchewan and the southeast Alberta. Given the current and foreseeable nature of global undersupply of this essential, non-renewable commodity, Royal is well positioned to become a leading North American producer of this increasingly high-value commodity.

Royal’s helium tanks contain primarily nitrogen. Nitrogen is not considered a greenhouse gas (GHG) and the plant therefore has a low GHG footprint compared to plants in other jurisdictions that rely on large-scale natural gas production for helium extraction. Helium extracted from wells Saskatchewan And Alberta can be up to 90% less carbon intensive than helium extraction processes in other countries.

CAUTION REGARDING FORWARD-LOOKING INFORMATION

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.

This press release includes certain statements that may be deemed “forward-looking statements.” All statements in this press release, other than statements of historical fact, that address events or developments expected by management of the Company, are forward-looking statements, including the issuance of shares of common stock in settlement amounts due under the terms of the debenture deeds. . Although management believes that 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 contained 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 economic conditions, market or general commercial. Please review the Company’s public filings at www.sedarplus.com for more information on the risks and uncertainties linked to the Company’s activities. 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, 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 by applicable securities laws. require.

SOURCE Royal Helium Ltd.

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