First Helium Announces Private Placement

NOT INTENDED FOR DISTRIBUTION TO US NEWSWIRE SERVICES OR FOR DISTRIBUTION IN THE UNITED STATES

CALGARY, Alberta, Oct. 16, 2024 (GLOBE NEWSWIRE) — First Helium Inc. (“First Helium” or the “Company”) (TSXV: HELI) (OTCQB: FHELF) (FRA: 2MC) today announced non-brokered private placement financing (the “Private Placement Offering”) of 41,666,667 units of the Company (“Units”) at a price of $0.06 per Unit, for aggregate gross proceeds of $2.5 million.

Each Unit consists of one common share in the capital of the Company (a “Share”) and one transferable common share purchase warrant (a “Warrant”). Each Warrant is exercisable to acquire one share at a price of 0.09 cents per share for a period of 36 months from the date of issuance, subject to an acceleration clause.

As part of the private placement offering, the Company has received significant lead orders from a significant insider and another significant shareholder totaling $2,000,000. Other members of the Company’s management team will also participate in the private placement offering.

The Company intends to use the net proceeds from the private placement offering to fund additional asset development and operating costs for its Worsley Project as well as general working capital.

The Company may pay finder’s fees on a portion of the offering, subject to compliance with the policies of the TSX Venture Exchange and applicable securities laws.

If the 20-day volume weighted average trading price of the Shares as listed on the TSX Venture Exchange is at least $0.12 at the end of a trading day, the Company may, in its sole discretion, advance the expiration date of the Warrants by issuing a press release, announcing that the expiration date of the Warrants will be the 30th day following the issuance of the Warrant Acceleration Press Release. Any Warrants not exercised after the accelerated expiration date will expire immediately and all rights of the holder of such Warrants will terminate without compensation to such holder.

Completion of the private placement offering is subject to receipt of all necessary regulatory approvals, including acceptance by the TSX Venture Exchange. All securities issued pursuant to the offering will be subject to a four-month hold period in accordance with applicable Canadian securities laws. There are no material facts or material changes regarding the Company that have not been generally disclosed.

Members of the Company’s management team will participate in the Private Placement and, upon completion, insider ownership will exceed 25% of the Private Placement. The issuance of securities to insiders in the Private Placement Offering will be deemed to be a “related party transaction” and will be subject to the requirements of TSXV Rule 5.9 and Multilateral Instrument 61-101. Protection of minority shareholders in special transactions (“MI 61-101“). The Company intends to rely on exemptions from the formal valuation and minority shareholder approval requirements provided for in Sections 5.5(a) and 5.7(a) of MI 61-101 based on the opinion provided by the Insiders The amount invested in the private placement does not exceed 25% of the company’s market capitalization.

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Certain insiders may sell shares of the Company from their personal holdings and use the proceeds from the sale of such shares to subscribe to newly issued government securities under this private placement offering. These subscriptions are expected to total at least $500,000.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities in the United States. The securities have not been and will not be issued under the United States Securities Act of 1933, as amended (the “US Securities Act “) or other state securities laws and may not be offered or sold within the United States or to US persons unless you are registered under the US Securities Act and applicable state securities laws or an exemption from such registration is available .

ABOUT THE FIRST HELIUM

Led by a senior core team with diverse and extensive experience in oil and gas exploration and operations, mining, finance and capital markets, First Helium strives to become one of the leading independent providers of helium gas in North America.

First Helium owns over 53,000 acres along the highly prospective Worsley Trend in northern Alberta, which has formed the core of its exploration and development drilling activities to date.

Building on the successful 15-25 helium discovery drilling at the Worsley Project, the Company has identified numerous follow-on drilling locations and acquired an extensive infrastructure system to facilitate future exploration and development on its Worsley property. Cash flow from the successful Worsley oil wells has helped support First Helium’s ongoing exploration and development growth strategy. Additional potential oil drilling locations have also been identified on the Company’s Worsley property.

Further information about the company can be found at www.firsthelium.com.

ON BEHALF OF THE BOARD OF DIRECTORS

Edward J Bereznicki
President, CEO and Director

CONTACT INFORMATION

First Helium Inc.
Investor relations
Email: [email protected]
Phone: 1-833-HELIUM1 (1-833-435-4861)

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 release.

FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements within the meaning of applicable securities laws. The use of any of the words “anticipate”, “plan”, “continue”, “expect”, “estimate”, “objective”, “may”, “will”, “project”, “should”, “predict”, ” “potential” and similar expressions are intended to identify forward-looking statements. This press release contains, in particular, forward-looking statements regarding the completion of future planned activities. Although the Company believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because the Company can give no assurance that they will prove to be correct. Because forward-looking statements address future events and conditions, they involve inherent assumptions, risks and uncertainties. Actual results may differ materially from those currently expected due to a number of assumptions, factors and risks. These assumptions and risks include, but are not limited to, assumptions and risks related to the condition of equity financing markets and regulatory approval.

Management has provided the above summary of risks and assumptions associated with forward-looking statements in this press release to provide readers with a more complete view of the Company’s future operations. The Company’s actual results, performance or achievements may differ materially from those expressed or implied by these forward-looking statements and, accordingly, no assurance can be given that any of the events anticipated in the forward-looking statements will occur or occur, or if one of them does this, what benefits the company will get from it. These forward-looking statements are made as of the date of this press release and the Company disclaims any intention or obligation to update publicly any forward-looking statements, whether as a result of new information, future events or results or otherwise.

SOURCE: First Helium Inc.