IMPERIAL HELIUM CORP. OBTAINS FINAL ORDER FOR ARRANGEMENT WITH ROYAL HELIUM LTD.

Rhea-AI Summary

Imperial Helium Corp. has received final court approval for its arrangement with Royal Helium Ltd., allowing Royal to acquire all issued shares of Imperial. The arrangement was approved by Imperial shareholders on July 12, 2022, and is expected to close around July 22, 2022. Under the agreement, shareholders will receive 0.614 of a Royal common share for each Imperial share held. This strategic move is positioned to enhance Imperial's role in the helium supply sector.

Positive

• Final court approval received for the acquisition by Royal Helium Ltd.
• Shareholders will receive 0.614 Royal shares for each Imperial share, providing potential value.
• Closing expected on July 22, 2022, indicating swift execution of the arrangement.

Negative

• None.

Vancouver, British Columbia, July 15, 2022 (GLOBE NEWSWIRE) -- Imperial Helium Corp. (TSXV: IHC) (the “Company” or “Imperial”) is pleased to announce that it has been granted the final court order from the Supreme Court of British Columbia approving the plan of arrangement with Royal Helium Ltd. (“Royal”) under the provisions of the Business Corporations Act (British Columbia) (the “Arrangement”) pursuant to which, Royal will acquire all of the issued and outstanding shares of Imperial (the “Imperial Shares”). Shareholders will receive 0.614 of a Royal common share (each whole share, a “Royal Share”) for each Imperial Share held (the “Consideration”). Receipt of the final order follows approval of the Arrangement by shareholders of Imperial (the “Imperial Shareholders”) at its special meeting of Imperial Shareholders on July 12, 2022.

Assuming the satisfaction of all conditions, closing of the Arrangement is expected to occur on or about July 22, 2022. Upon closing of the Arrangement, Imperial Shareholders will be entitled to receive the Consideration in exchange for each Imperial Share held. Registered Imperial Shareholders can submit their share certificates and DRS advices along with a duly completed letter of transmittal in order to receive the Consideration under the Arrangement.

Further information about the Arrangement is available in the management information circular dated June 3, 2022 and related proxy materials, which are available on SEDAR under Imperial’s issuer profile.

About Imperial Helium Corp.

Imperial Helium Corp. is focused on the exploration and development of helium assets in North America, initially through the anticipated commercialization of its Steveville, Alberta helium discovery. With increasing helium supply shortfalls around the world, the Company is committed to becoming a supplier of helium to help meet the needs of the many critical industries which rely on this irreplaceable resource, including healthcare, electronics and semiconductors as well as aerospace and leak detection. Driven by Canadian geoscience and engineering expertise and supported by strategic alliances with key players in the helium and capital markets ecosystem, Imperial intends to leverage its proprietary well database to support longer-term growth. Imperial is based in Calgary, Alberta, and listed on the TSX Venture Exchange under the symbol “IHC”. To learn more about the Company and expand on the subject of helium, please visit www.imperialhelium.ca.

On behalf of the Board of Directors:

(signed) Samuel Kyler Hardy

Samuel Kyler Hardy
Executive Co-Chairman and Director

For more information please contact:
Imperial Helium Corp.
Tel: 250-877-1394
e-mail: khardy@cronincapital.ca

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 news release.

Forward-Looking Information

This news release contains certain forward-looking information and statements within the meaning of applicable Canadian securities laws concerning the proposed transaction and the business, operations and financial performance and condition of Imperial. Forward-looking statements and forward-looking information include, but are not limited to, Imperial’s expectation regarding the timing of closing of the Arrangement and that all closing conditions of the arrangement will be met. Except for statements of historical fact relating to Imperial, certain information contained herein constitutes forward-looking statements. Forward-looking statements are frequently characterized by words such as “plan,” “expect,” “project,” “intend,” “believe,” “anticipate”, “estimate” and other similar words, or statements that certain events or conditions “may” or “will” occur. Forward-looking statements are based on the opinions and estimates of the management of Imperial at the date the statements are made, and are based on a number of assumptions and subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. Many of these assumptions are based on factors and events that are not within the control of Imperial and there is no assurance they will prove to be correct.

Factors that could cause actual results to vary materially from results anticipated by such forward-looking statements include: risks of the helium exploration and development industry; the spread of COVID-19 and its variants and the impact of government policies to ameliorate COVID-19 and its variants; failure of plant, equipment or processes to operate as anticipated; changes in market conditions; risks relating to operations; fluctuating helium prices and currency exchange rates; changes in project parameters; and the possibility of project cost overruns or unanticipated costs.

These factors are discussed in greater detail in Imperial’s most recent management’s discussion and analysis, which is filed on Imperial’s SEDAR profile and provides additional general assumptions in connection with these statements. Imperial cautions that the foregoing list of important factors is not exhaustive. Investors and others who base themselves on forward-looking statements should carefully consider the above factors as well as the uncertainties they represent and the risk they entail. Imperial believes that the expectations reflected in those forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this presentation should not be unduly relied upon.

Although Imperial 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 cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements.

Imperial does not undertake any obligation to update forward-looking statements if circumstances or management’s estimates or opinions change except as required by applicable securities laws. The reader is cautioned not to place undue reliance on forward-looking statements.

        

FAQ

What is the court approval related to Imperial Helium Corp. on July 15, 2022?

The court approval allows Royal Helium Ltd. to acquire all issued shares of Imperial Helium Corp.

When will Imperial Helium Corp. shareholders receive the Royal shares?

Shareholders can expect to receive Royal shares after the arrangement closes on or about July 22, 2022.

What is the exchange ratio for Imperial Helium Corp. shares in the Royal Helium acquisition?

Shareholders will receive 0.614 of a Royal common share for each Imperial share held.

What was the date of the shareholder approval for the arrangement with Royal Helium?

Shareholder approval for the arrangement was obtained on July 12, 2022.