Industry-leading helium operator, North American Helium, to participate with $3.5 million strategic equity investment
Calgary, Alberta, June 9, 2022 – Helium Evolution Incorporated (TSXV:HEVI) (“HEVI” or the “Company“), a Canadian-based helium exploration and production company focused on developing assets in southern Saskatchewan, has entered into an agreement with North American Helium Inc. (“NAH”) with respect to a proposed farmout agreement (the “Farmout Agreement“).
NAH is a private helium company which is engaged in the exploration, development, production, refining and marketing of helium in North America. Concurrently with the entering into of the Farmout Agreement, the Company intends to complete (i) a private placement of units (“Units”) at a price of $0.40 per Unit (the “Offering Price“) to NAH for total gross proceeds of $3.5 million (the “Strategic Investor Private Placement”), (ii) an insider private placement of Units at the Offering Price to directors, officers and employees of the Company for gross proceeds of approximately $500,000 (the “Insider Private Placement”), and (iii) a brokered commercially reasonable efforts private placement, with Peters & Co. Limited (“Peters & Co.” or the “Agent“) at the Offering Price for up to $4.5 million (the “Brokered Offering”, and combined with the Strategic Investor Private Placement and Insider Private Placement, the “Offering”), for combined aggregate gross proceeds of up to $8.5 million. In connection with the Brokered Offering, the Company has granted the Agent an option to sell up to an additional 15% of the Units issued under the Brokered Offering (up to 1,687,500 Units) at the Offering Price, exercisable in whole or in part at any time until 48 hours prior to the time of closing of the Brokered Offering. The Offering will close on or about June 28, 2022 (the “Closing Date“).
The Units
Each Unit will consist of one common share of the Company (a “Common Share“) and one third of one Common Share purchase warrant (each whole warrant, a “Warrant”). Each Warrant shall entitle the holder thereof to purchase one Common Share of the Company at a price of $0.70 at any time on or before the date which is 24 months after the Closing Date (the “Expiry Date”). If the 30-day volume weighted average trading price of the Common Shares on the TSX Venture Exchange (the “TSXV“) is at or above $1.20 per share, the Company may accelerate the Expiry Date by giving notice thereof to the holders of the Warrant, and in such case the Expiry Date will be the day that is 30 calendar days after the date on which such notice is given by the Company. Notwithstanding any of the foregoing, the Expiry Date will be no less than six months from the Closing Date.
Farmout Agreement with North American Helium
NAH will drill a total of five wells, incurring 100% of the drill expenditures, on three predetermined blocks of land in Saskatchewan comprising approximately 2.3 million acres located west of the third meridian (the “Blocks”). For each well, NAH shall have earned an 80% operated interest in the section on which the well was drilled plus nine contiguous sections of land adjoining to the well, up to a maximum of 32,000 acres. The Farmout Agreement specifically excludes HEVI’s current drilling focus in the McCord area. The Company will retain a 20% working interest in the earned lands and each successful well drilled by NAH (the “HEVI Working Interest“).
NAH must notify HEVI of its five drilling targets within six months following the execution date of the Farmout Agreement, with a requirement to drill all five wells within 24 months. NAH must drill one well in each of the three Blocks, with no more than three wells drilled in any given Block. HEVI remains on track to spud our first McCord well in June, with up to six potential targets identified.
“This Farmout Agreement with North American Helium truly sets us apart, as we are able to work with one of the helium industry’s leading operators, and to welcome them as a strategic equity investor,” said HEVI CEO, Greg Robb. “Having this Farmout Agreement validates our original strategy to acquire sizeable acreage in Saskatchewan in regions featuring a high probability of helium reserves, while the Offering allows HEVI to successfully fund the farmout arrangement with North American Helium and provides substantial financial flexibility to continue executing our overall strategy.”
Strategic Investor Private Placement
Pursuant to the Strategic Investor Private Placement, NAH will subscribe for 8.75 million Units for total gross proceeds of $3.5 million. In connection with the Strategic Investor Private Placement, the Company will pay a finder’s fee on terms compliant with the policies of the TSXV.
HEVI and NAH will enter into a standstill agreement pursuant to which NAH will be subject to certain standstill restrictions relating to, among other things, the acquisition of HEVI securities for a 24-month period following completion of the Offering. In addition, HEVI and NAH have entered into a pro rata participation and board nomination agreement pursuant to which NAH will be permitted to maintain its pro rata undiluted percentage of HEVI Common Shares following completion of the Offering for a 24-month period. Furthermore, should NAH’s ownership reach over 10% in the next two years, NAH will have a right to appoint a nominee to the HEVI board of directors.
Use of Proceeds of the Offering
The Offering is integral to funding the Company’s obligations with respect to the HEVI Working Interest and as such the Company will be relying on the ‘part and parcel pricing’ exemption allowed by the TSXV with respect to the pricing of the Offering. The net proceeds of the Offering will be used to fund HEVI’s obligations with respect to the HEVI Working Interest, including with respect to drilling and facilities, the ongoing drilling and development capital expenditure program of the Company and for general corporate purposes.
Other Terms and Conditions
The Offering is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and other approvals including the approval of the TSXV.
The Common Shares, Warrants and any Common Shares issued upon exercise of the Warrants will be subject to a four month and one day hold period under applicable Canadian securities laws from the Closing Date.
About Helium Evolution Incorporated
Helium Evolution is a Canadian-based helium exploration and production company holding the largest helium land rights position in North America among publicly-traded companies, focused on developing assets in southern Saskatchewan. The Company has over five million acres of land under permit near proven discoveries of economic helium concentrations which will support scaling the exploration and development efforts across its land base. HEVI’s management and board are executing a differentiated strategy to become a leading supplier of sustainably-produced helium for the growing global helium market, offering a compelling opportunity for investors.
For further information, please contact:
Greg Robb, President & CEO
Ryan Tomlinson, CFO
Phone: 1-587-330-2459
Email: info@heliumevolution.ca
Web: https://www.heliumevolution.ca
Cindy Gray, Investor Relations
info@5qir.com | 403-705-5076
Statement Regarding Forward-Looking Information
This news release contains statements that constitute “forward-looking statements.” Such forward looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements, or developments in the industry to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking statements. Forward looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects,” “plans,” “anticipates,” “believes,” “intends,” “estimates,” “projects,” “potential” and similar expressions, or that events or conditions “will,” “would,” “may,” “could” or “should” occur.
Forward-looking statements in this document include statements regarding the Company’s expectations regarding the commencement of drilling by the Company, the closing of the transactions disclosed in the press release, including the completion of the Offering (including the approval of the TSXV with respect thereto) and the entering into of the Farmout Agreement, the use of proceeds from the Offering and other statements that are not historical facts. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors and risks include, among others: the TSXV may refuse to grant approval of the Offering; the transactions described in this press release may not close; the Company may reallocate the proceeds of the Offering for reasons that management believes are in the Company’s best interests; the Company may choose to defer, accelerate or abandon its drilling plans; new laws or regulations and/or unforeseen events could adversely affect the Company’s business and results of operations; stock markets have experienced volatility that often has been unrelated to the performance of companies and such volatility may adversely affect the price of the Company’s securities regardless of its operating performance risks generally associated with the exploration for and production of resources; the uncertainty of estimates and projections relating to expenses; constraint in the availability of services; commodity price and exchange rate fluctuations; the current COVID-19 pandemic; adverse weather or break-up conditions; and uncertainties resulting from potential delays or changes in plans with respect to exploration or development projects or capital expenditures.
When relying on forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and risks and other uncertainties and potential events. The Company has assumed that the material factors referred to in the previous paragraphs will not cause such forward-looking statements and information to differ materially from actual results or events. However, the list of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement. The forward-looking statements contained in this press release are made as of the date of this press release. The Company does not intend, and expressly disclaims any intention or obligation to, update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by law.
This press release is not for distribution to U.S. news services or for dissemination in the United States. This press release does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
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