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International Helium Corp. (” International ” or the ” Firm “) (CSE: HECO,OTC:HECOF) and 2679158 Alberta Ltd. (the ” Purchaser “) announce that, additional to the press launch dated September 25, 2025, the Firm confirms that on September 24, 2025 the Firm mailed the administration data round (” Round “) and associated assembly supplies to holders (the ” Shareholders “) of Class A Widespread Shares (” Widespread Shares “), Collection A Convertible Most well-liked Shares and Collection B Convertible Most well-liked Shares (the Collection A Convertible Most well-liked Shares and Collection B Convertible Most well-liked Shares, collectively, the ” Most well-liked Shares ” and, along with the Widespread Shares, the ” Shares “) within the capital of the Firm, as on the document date of September 11, 2025, for the Firm’s upcoming annual and particular assembly of Shareholders to be held in particular person at 1250, 639 fifth Avenue SW, Calgary, Alberta, on October 16, 2025 at 11:00 a.m. (Calgary time) (the ” Assembly “). On the Assembly, amongst different issues, Shareholders shall be requested to contemplate and, if deemed advisable, to go a particular decision (the ” Association Decision “) approving the proposed plan of association whereby the Purchaser will purchase all the issued and excellent securities of the Firm by the use of a statutory plan of association (” Association “) underneath the provisions of the Enterprise Companies Act (Alberta) (the ” Proposed Transaction “).
Pursuant to the Association Settlement dated July 15, 2025 between the Firm and the Purchaser in respect of the Proposed Transaction (the ” Association Settlement “), the Purchaser will purchase all the issued and excellent Widespread Shares from their holders (” Widespread Shareholders “), excluding Widespread Shares held by holders which have duly exercised dissent rights underneath the Association, for money consideration of $0.05 per Widespread Share, supplied that any registered Widespread Shareholder that holds over 250,000 Widespread Shares (” Share Electing Shareholders “) has the choice to elect to obtain, pursuant to the Association, one (1) widespread share within the capital of the Purchaser (” Purchaser Shares “) in trade for every Widespread Share held, supplied additional that, however the foregoing, no fractional Purchaser Shares shall be issued and, within the occasion {that a} Share Electing Shareholder would in any other case be entitled to a fractional Purchaser Share underneath the Association, the variety of Purchaser Shares issued to such Widespread Shareholder shall be rounded all the way down to the subsequent lesser complete variety of Purchaser Shares (with no compensation in lieu of such fractional share).
The Purchaser may even purchase all the issued and excellent Most well-liked Shares within the capital of the Firm from the holders thereof (the ” Most well-liked Shareholders ” ) excluding Most well-liked Shares held by holders which have duly exercised their dissent rights out there underneath the Association, for money consideration of $0.05 per Most well-liked Share plus the quantity equal to the accrued and unpaid dividend quantity per Most well-liked Share as of the enterprise day previous to the efficient date of the Association, supplied that any holder of Most well-liked Shares that, if it turns into a Share Electing Most well-liked Shareholder, as outlined beneath, would personal greater than 250,000 Purchaser Shares instantly following closing has the choice to elect to obtain, pursuant to the Association Purchaser Shares equal to 1 (1) Purchaser Share per Most well-liked Share plus such variety of Purchaser Shares equal to the accrued and unpaid dividend on such Most well-liked Share divided by $0.05 (any such eligible Most well-liked Shareholders making such election, the ” Share Electing Most well-liked Shareholders ” and along with Share Electing Shareholder, the ” Electing Holders ” ) additional supplied that, however the foregoing, no fractional Purchaser Shares shall be issued and, within the occasion that any a Share Electing Most well-liked Shareholder would in any other case be entitled to a fractional Purchaser Share underneath the Association, the variety of Purchaser Shares issued to such Most well-liked Shareholder shall be rounded all the way down to the subsequent lesser complete variety of Purchaser Shares (with no compensation in lieu of such fractional share).
Eligible Electing Holders who want to obtain Purchaser Shares have till 4:30 p.m. (Calgary time) on October 14, 2025, or if the Assembly is adjourned, the adjourned assembly or such different later time because the board of administrators might decide, to finish an relevant letter of transmittal (” Letter of Transmittal “) and ship the identical by way of courier or in particular person to the Firm’s switch agent, Odyssey Belief Firm at Dealer’s Financial institution Constructing 702 – 67 Yonge Avenue, Toronto Ontario M5E 1J8 Consideration: Company Actions. Election and supply directions to obtain Purchaser Shares may be discovered within the Letter of Transmittal and the Letter of Transmittal is obtainable on the Firm’s SEDAR+ profile on www.sedarplus.ca and has been posted to the Firm’s web site at www.globalhelium.com/traders/ .
Eligible Shareholders ought to check with the Round for additional data on the right way to validly elect to be an Electing Holder to obtain Purchaser Shares underneath the Association.
The Round and associated supplies for the Assembly have additionally been filed on the Firm’s profile on SEDAR+ at www.sedarplus.ca and have been posted to the Firm’s web site at www.globalhelium.com/traders/ .
The Firm is conscious that, on account of the nationwide strike commenced by the Canadian Union of Postal Staff on September 25, 2025 (the ” Strike “), Canada Publish’s operations have shut down. So as to facilitate the supply of the Round and associated supplies for the Assembly to non-registered Shareholders within the occasion that the Strike, lockout or comparable or associated occasions forestall, delay or in any other case interrupt supply of the Round and associated supplies for the Assembly to non-registered Shareholders within the odd course by the relevant intermediaries, the Firm will ship, by electronic mail, a replica of the Round and associated supplies for the Assembly to every non-registered Shareholder who requests the identical (please direct any requests for copies of the Round and associated supplies for the Assembly to: relations@globalhelium.com ). Notice that non-registered Shareholders are additionally inspired to contact the proxy division at their dealer or different middleman (the place their Shares are held) who can help them with the voting course of. Non-registered Shareholders should comply with the voting directions supplied by their dealer or different middleman and can want their particular 16-digit management quantity to vote by way of www.proxyvote.com .
If you’re a registered shareholder, please contact the Firm at relations@globalhelium.com to acquire your proxy type so you’ll be able to forged your vote for the upcoming Assembly.
When you maintain Shares via an middleman corresponding to a brokerage agency, please contact your middleman immediately for a replica of the proxy type and directions for voting.
On September 4, 2025, the Court docket of King’s Bench of Alberta (the ” Court docket “) granted an interim order offering for the calling and holding of the Assembly and sure different issues associated to the Assembly and the Association. A duplicate of the interim order is included within the Round. Such interim order was amended by the Court docket on October 3, 2025 (to facilitate the supply of the Round and associated supplies for the Assembly to non-registered Shareholders by way of electronic mail the place requested). The listening to date for the appliance for the ultimate order of the Court docket (the ” Closing Order “) is October 22, 2025. Topic to acquiring the required approval of the Shareholders on the Assembly, the Closing Order and the satisfaction or waiver of different customary closing situations contained within the association settlement entered into between the Firm and the Purchaser on July 15, 2025, the Association is anticipated to be accomplished on or about October 24, 2025. The Round supplies necessary data on the Association and associated issues, together with voting procedures and directions for Shareholders unable to attend the Assembly. Firm Shareholders are urged to learn the Round and its schedules rigorously and of their entirety. The Round, the associated supplies for the Assembly and the amended interim order are all out there on SEDAR+ underneath the Firm’s profile at www.sedarplus.ca . Firm Shareholders who’ve questions relating to the Association or require help ought to seek the advice of their monetary, authorized, tax or different skilled advisor.
The entire administrators and officers and sure different Shareholders of International (the ” Supporting Shareholders “), collectively holding an combination of roughly 52.5% of the issued and excellent Shares, have entered into voting help agreements with the Firm and the Purchaser pursuant to which they’ve agreed to, amongst different issues and topic to sure rights of withdrawal, vote their Shares in favour of the Association Decision. Excluding all Shares required to be excluded pursuant to Multilateral Instrument 61-101, the Supporting Shareholders maintain roughly 50.6% of the remaining Shares.
Additional data might be obtained by contacting:
Tom Cross, Chief Monetary Officer
International Helium Corp.
E mail: tcross@globalhelium.com
Telephone: 403-975-7742
About International Helium Corp.
International is an early stage helium improvement firm targeted on the exploration, acquisition, improvement, and manufacturing of helium. International has carved out a differentiated place via a novel farm-in settlement with business veteran, Rubellite Vitality Inc., via which the Firm can entry roughly 369,000 acres in Alberta’s Manyberries helium development by way of three way partnership. International brings a seasoned staff of business professionals and technical consultants who’ve established connections with North American and worldwide helium patrons. Be taught extra at https://globalhelium.com/
For added data, see the Firm’s filings on SEDAR+ at www.sedarplus.ca .
Cautionary Notes
This press launch accommodates sure forward-looking statements and forward-looking data, as outlined underneath relevant Canadian securities legal guidelines (collectively, ” forward-looking statements “). In some instances, however not essentially in all instances, forward-looking statements may be recognized by means of forward-looking terminology corresponding to “will”, “intend”, “anticipate”, “may”, “ought to”, “might”, “may”, “anticipate”, “estimate”, “forecast”, “plan”, “potential”, “challenge”, “assume”, “ponder”, “imagine”, “shall”, “scheduled”, and comparable phrases and, inside this press launch, embrace, with out limitation, any statements (specific or implied) respecting: the present authorities postal strike, the supply of the Round, the holding of the Assembly; the anticipated timing, steps and completion of the Association; approval of the Association by the Shareholders at the Assembly; approval of the Canadian Securities Change; the satisfaction of the situations precedent to the Association; and timing, receipt and anticipated results of Shareholder and different approvals of the Association. As well as, any statements that check with expectations, projections or different characterizations of future occasions or circumstances are forward-looking statements.
Ahead-looking statements aren’t historic information, nor ensures or assurances of future efficiency, however as an alternative signify administration’s present beliefs, expectations, estimates and projections relating to future occasions and working efficiency. Ahead-looking statements are essentially primarily based on plenty of opinions, assumptions and estimates that, whereas thought-about cheap by the Firm as of the date of this launch, are topic to inherent uncertainties, dangers and adjustments in circumstances which will differ materially from these contemplated by the forward-looking statements, together with, with out limitation that: the Association shall be accomplished on the phrases presently contemplated or in any respect; the Association shall be accomplished in accordance with the timing presently anticipated ; all situations to the completion of the Association shall be glad or waived; and the Association Settlement won’t be terminated previous to the completion of the Association.
Essential elements that may trigger precise outcomes to differ, presumably materially, from these indicated by the forward-looking statements embrace, however aren’t restricted to: the chance that the proposed Association won’t be accomplished on the phrases and situations presently contemplated or in any respect; and different danger elements recognized underneath “Danger Components” within the Firm’s periodic filings that the Firm has made and will make sooner or later with the securities commissions or comparable regulatory authorities in Canada, all of which are out there underneath the Firm’s SEDAR+ profile at www.sedarplus.ca . These elements aren’t meant to signify an entire record of the elements that would have an effect on the Firm. Nonetheless, such danger elements ought to be thought-about rigorously.
Readers, due to this fact, mustn’t place undue reliance on any such forward-looking statements. Additional, these forward-looking statements are made as of the date of this press launch and, besides as expressly required by relevant regulation, International disclaims any intention and undertakes no obligation to replace or revise any forward-looking statements whether or not on account of new data, future occasions or in any other case, besides as required underneath relevant Canadian securities legal guidelines. All of the forward-looking statements contained in this launch are expressly certified by the foregoing cautionary statements.
The CSE has neither accepted nor disapproved the contents of this information launch. Neither the CSE nor its Regulation Service Supplier (as that time period is outlined within the insurance policies of the CSE) accepts duty for the adequacy or accuracy of this launch.
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