SASKATOON, SK, June 20,
2024 /CNW/ - Royal Helium Ltd. (TSXV: RHC) (TSXV:
RHC.WT.A) (TSXV: RHC.WT.B) (OTCQB: RHCCF) ("Royal" or the
"Company") announces that in accordance with the terms of
the two separate debenture indentures entered into between the
Company and Computershare Trust Company of Canada (the "Trustee") dated
February 8, 2023 (the "February
Indenture") and dated June 12,
2023 (the "June Indenture" and collectively with the
February Indenture, the "Debenture Indentures"), the Company
has elected to issue an aggregate of 8,448,929 common shares in the
capital of the Company (the "Common Shares") at a price of
$0.078 to the holders of the 14.0%
Senior Unsecured Convertible Debentures due December 31, 2025 (the "14% Debentures")
and the holders of the 12.0% Senior Unsecured Convertible
Debentures due June 30, 2025 (the
"12% Debentures", together with the 14% Debentures, the
"Convertible Debentures"), as payment for the satisfaction
of the interest payment of $70.00 for
each $1,000 principal amount of 14%
Debentures and the interest payment of $66.41 for each $1,000 principal amount of 12% Debentures. The
aggregate amount of Common Shares also satisfies interest owing to
a holder of 12% Debentures that elected to convert on April 1, 2024.
As of the date hereof, the outstanding principal amount under
the February Indenture amounts to $4,220,000 and the outstanding principal amount
under the June Indenture amounts to $4,800,000. The Company delivered two separate
Notices (as defined herein) to the Trustee on June 10, 2024 pursuant to the terms of the
February Indenture and the June Indenture. Each of the Notices
delivered to the Trustee on June 10,
2024 provides that all of such interest obligations under
each of the Debenture Indentures shall be paid by the Company in
Common Shares. An aggregate of 3,787,179 Common Shares shall be
issued for each $1,000 principal
amount of 14% Debentures in respect of interest owing of
$295,400 payable by July 2, 2024. An aggregate of 3,692,308 Common
Shares shall be issued for each $1,000 principal amount of 12% Debentures in
respect of interest owing of $288,000
payable on July 2, 2024.
A debentureholder converted 12% Debentures on April 1, 2024 in connection with the June
Indenture. Interest owing up to the date of conversion amounted to
$75,616.44. Section 2.1(f) of the
Debenture Indentures, when dealing with payment of accrued interest
on a conversion states that debentureholders converting their
Convertible Debentures will receive, in addition to the applicable
number of Common Shares, accrued and unpaid interest in respect of
the Convertible Debentures surrendered for conversion up to but
excluding the date of conversion from, and including, the most
recent interest payment date. For clarity, payment of such
interest, whether in cash or by delivery of Common Shares, may, at
the option of the Company, be paid on the next regularly scheduled
interest payment date following the date of conversion. The Company
will satisfy the payment of the interest to the debentureholder
that has converted by issuing 969,442 Common Shares at a price of
$0.078.
Pursuant to the Debenture Indentures, the Company shall have the
right, from time to time (including following conversion, at the
time of redemption or at the time of maturity), to make a Common
Share interest payment election in respect of any interest
obligation under the Debenture Indentures by delivering a notice
(the "Notice") to the Trustee no later than the earlier of:
(i) the date required by applicable law or the rules of any stock
exchange on which the Convertible Debentures or Common Shares are
then listed; and (ii) the day which is 15 business days prior to
the interest payment date to which the Common Share interest
payment election relates. The Notice shall provide that all or a
portion of such interest obligation may be paid by the Company in
Common Shares by the delivery of Common Shares, as provided in the
Debenture Indenture, in an amount equal to: (A) the amount of
interest payable pursuant to such interest obligation divided by
(B) the VWAP of the Common Shares for two trading days immediately
prior to, and the two trading days immediately following delivery
of the Notice.
Pursuant to the Debenture Indentures, holders converting their
Debentures will receive, in addition to the applicable number of
Common Shares, accrued and unpaid interest (less any taxes required
to be deducted) in respect of the Debentures surrendered for
conversion up to but excluding the date of conversion from, and
including, the most recent Interest Payment Date (as defined in the
Debenture Indentures). For clarity, payment of such interest,
whether in cash or by delivery of Common Shares pursuant to the
exercise of the Common Share Interest Payment Election (as defined
in the Debenture Indentures), may, at the option of the Company, be
paid on the next regularly scheduled Interest Payment Date (as
defined in the Debenture Indentures) following the date of
conversion.
The issuance of the Common Shares as payment for interest owing
on the Convertible Debentures will be subject to the terms and
conditions of the Debenture Indentures as well as the receipt of
all requisite approvals, including, without limitation, the
approval of the TSX Venture Exchange.
About Royal Helium Ltd.
Royal 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'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.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
INFORMATION
Neither 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.
This news release includes certain statements that may be
deemed to be "forward-looking statements". All statements in this
news release, other than statements of historical facts, that
address events or developments that management of the Company
expects, are forward-looking statements, including, the issuance of
the Common Shares in settlement of the amounts owing under the
Debenture Indentures. Although management believes the expectations
expressed in such forward-looking statements are based on
reasonable assumptions, such statements are not guarantees of
future performance, and actual results or developments may differ
materially from those in the forward-looking statements. The
Company undertakes no obligation to update these forward-looking
statements if management's beliefs, estimates or opinions, or other
factors, should change. Factors that could cause actual results to
differ materially from those in forward-looking statements, include
market prices, exploration and development successes, continued
availability of capital and financing, and general economic, market
or business conditions. Please see the public filings of the
Company at www.sedarplus.com for further
information on the risks and uncertainties associated
with the Company's business. Readers should not place undue
reliance on forward-looking information and statements, which speak
only as of the date made. The forward-looking information and
statements contained in this release represent our expectations as
of the date of this release. The Company disclaims any intention or
obligation or undertaking to update or revise any forward-looking
information or statements whether as a result of new information,
future events or otherwise, except as required under applicable
securities laws.
SOURCE Royal Helium Ltd.
