Royal Helium Ltd. (TSXV: RHC) (OTCQB: RHCCF)
(“
Royal” or the “
Company”) is
pleased to announce that it has commenced an overnight marketed
offering (the “
Offering”) of units of the Company
(each, a “
Unit”) at a price of $0.24 per Unit for
aggregate gross proceeds of $3,000,000.
Each Unit shall be comprised of one common share
of the Company (a “Common Share”) and one purchase
warrant of the Company (a “Warrant”). Each Warrant
shall entitle the holder thereof to purchase one Common Share at an
exercise price of $0.31 for a period of 36 months from the closing
of the Offering.
The Offering is being led by Research Capital
Corporation as the lead underwriter and sole bookrunner, on behalf
of a syndicate of underwriters (the
“Underwriters”). The Company has granted the
Underwriters an option (the “Underwriters’
Option”) to increase the size of the Offering by up to 15%
of the number of Units by giving written notice of the exercise of
the Underwriters’ Option, or a part thereof, to the Company at any
time up to 48 hours prior to the closing of the Offering.
The net proceeds from the Offering will be used
for multi-well completions at Val Marie, Ogema and Steveville,
design and engineering for offtake gas facilities, and for working
capital and general corporate purposes.
The Offering is anticipated to close on or about
the week of November 13, 2023 (“Closing”), or such
later date as the Company and the Underwriters may determine. The
Closing is subject to certain conditions including, but not limited
to, the receipt of all necessary regulatory and other approvals,
including the approval of the TSX Venture Exchange.
The Offering will be conducted pursuant to the
amendments to National Instrument 45-106 – Prospectus
Exemptions (“NI 45-106”) set forth in Part 5A
thereof (the “Listed Issuer Financing Exemption”)
to purchasers resident in Canada, except Québec, and/or other
qualifying jurisdictions. The Units offered under the Listed Issuer
Financing Exemption will not be subject to resale restrictions
pursuant to applicable Canadian securities laws. The Offering may
be conducted in the United States pursuant to exemptions
from the registration requirements under Rule 144A and/or
Regulation D of the United States Securities Act of 1933, as
amended (the "1933 Act"), subject to receipt of
all necessary regulatory approvals, and in those other
jurisdictions outside of Canada and the United
States provided it is understood that no prospectus filing or
comparable obligation arises in such other jurisdiction.
There is an offering document related to the
Offering that can be accessed under the Company’s profile at
www.sedarplus.ca and on the Company’s website at
https://royalheliumltd.com/. Prospective investors should read this
offering document before making an investment decision.
This news release does not constitute an offer
to sell or a solicitation of an offer to buy nor shall there be any
sale of any of the securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful, including any of the
securities in the United States of America. The securities
described herein have not been and will not be registered under the
1933 Act or any state securities laws and may not be offered or
sold within the United States or to, or for account or benefit of,
U.S. Persons (as defined in Regulation S under the 1933 Act) unless
registered under the 1933 Act and applicable state securities laws,
or an exemption from such registration requirements is
available.
About Royal Helium Ltd.
Royal Helium is an exploration, production, and
infrastructure company with a primary focus on the development and
production of helium and associated gases. The Company controls
over 1,000,000 acres of prospective helium permits and leases
across southern Saskatchewan and southeastern Alberta. Given the
current and foreseeable global undersupplied nature of this
critical and non-renewable product, Royal is well positioned to be
a leading North American producer of this increasingly high value
commodity.
Royal Helium's helium reservoirs are carried
primarily with nitrogen. Nitrogen is not considered a greenhouse
gas (GHG) and therefore the plant has a low GHG footprint when
compared to plants in 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.
Andrew DavidsonPresident and Chief Executive
OfficerRoyal Helium Ltd.
CAUTIONARY STATEMENT REGARDING
FORWARD-LOOKING INFORMATION
This news release includes certain statements
and information that constitute forward-looking information within
the meaning of applicable Canadian securities laws. All statements
in this news release, other than statements of historical facts are
forward-looking statements. Such forward-looking statements and
forward-looking information specifically include, but are not
limited to, statements that relate to the completion of the
Offering and the timing and pricing in respect thereof, the use of
proceeds of the Offering, the timely receipt of all necessary
approvals, including any requisite approval of the TSX Venture
Exchange.
Statements contained in this release that are
not historical facts are forward-looking statements that involve
various risks and uncertainty affecting the business of the
Company. Such statements can generally, but not always, be
identified by words such as “expects”, “plans”, “anticipates”,
“intends”, “estimates”, “forecasts”, “schedules”, “prepares”,
“potential” and similar expressions, or that events or conditions
“will”, “would”, “may”, “could” or “should” occur. All statements
that describe the Company’s plans relating to operations and
potential strategic opportunities are forward-looking statements
under applicable securities laws. These statements address future
events and conditions and are reliant on assumptions made by the
Company’s management, and so involve inherent risks and
uncertainties, as disclosed in the Company’s periodic filings with
Canadian securities regulators. As a result of these risks and
uncertainties, and the assumptions underlying the forward-looking
information, actual results could materially differ from those
currently projected, and there is no representation by the Company
that the actual results realized in the future will be the same in
whole or in part as those presented herein. the Company disclaims
any intent or obligation to update forward-looking statements or
information except as required by law. Readers are referred to the
additional information regarding the Company’s business contained
in the Company’s reports filed with the securities regulatory
authorities in Canada. Although the Company has attempted to
identify important factors that could cause actual actions, events,
or results to differ materially from those described in
forward-looking statements, there may be other factors that could
cause actions, events or results not to be as anticipated,
estimated or intended. For more information on the Company and the
risks and challenges of its business, investors should review the
Company’s filings that are available at www.sedarplus.ca.
The Company provides no assurance that
forward-looking statements and information will prove to be
accurate, as actual results and future events could differ
materially from those anticipated in such statements or
information. Accordingly, readers should not place undue reliance
on forward-looking statements or information. The Company does not
undertake to update any for-ward looking statements, other than as
required by law.
For further information:
Please contact the Company:
Spiro Kletas, VP Investor Relations, 1 (306)
500-9397, spiro@royalheliumltd.com
Dean Nawata, Business Development, 1 (306) 500-9420,
dean@royalheliumltd.com
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