Royal Helium Announces $7.0 Million Bought Deal Convertible Debenture Private Placement to Finalize Steveville Funding for 2nd Offtake Contract Priced at US$625/MCF
02 6월 2023 - 10:00AM
Royal Helium Ltd. (TSXV: RHC) (TSXV: RHC.WT) (OTCQB: RHCCF)
("
Royal" or the "
Company") is
pleased to announce that it has entered into an agreement with
Eight Capital, pursuant to which Eight Capital has agreed to
purchase for resale, on a bought deal private placement basis,
7,000 non-transferable unsecured convertible debenture units of the
Company (the "
Debenture Units"), with a maturity
date of June 1, 2026 (the "
Maturity Date"). Each
Debenture Unit shall consist of one 12% unsecured convertible
debenture in the principal amount of $1,000 (a "
Convertible
Debenture") and 2,703 common share purchase warrants
(each, a "
Warrant"). Each Warrant shall entitle
the holder thereof to purchase one common share
("
Share") of the Company (a "
Warrant
Share"), at an exercise price of $0.40 per Warrant Share
for a period of 36 months.
The Convertible Debentures will be convertible
at the holder's option into Shares at any time prior to the close
of business on the earlier of the business day immediately
preceding the Maturity Date and the date fixed for redemption of
the Convertible Debentures at a conversion price of $0.37 per Share
(the "Conversion Price").
Mr. Andrew Davidson, President and CEO of Royal
states “we are pleased to have secured the funding required to both
complete the final preparation of the Steveville plant, inclusive
of all associated midstream and logistics costs, and to advance
exploration activities in Saskatchewan and Alberta. We are excited
to initiate our cash flow engine at Steveville which was recently
enhanced by the signing of a 2nd offtake contract at a price of
US$625/MCF. With the full production from Steveville now allocated,
we are beginning the process of defining the next round of volumes
that we can bring to market. Management and the Board are excited
about the continued growth prospects for the Company and will be
participating as part of the Presidents list which will be a
minimum of $1.0 million.”
The interest on the Convertible Debentures shall
be payable semi-annually in arrears, beginning on December 31,
2023. At the Company's option, provided no event of default has
occurred and is continuing and provided all applicable regulatory
approvals have been obtained (including any required approval of
any stock exchange on which the Shares are listed), interest may be
paid in cash or paid-in-kind through the issuance of freely
tradable Shares. The number of Shares to be issued in satisfaction
of the Company's interest obligation shall be calculated based on
the four-day VWAP of the Shares commencing two trading days
immediately prior to the notice from the Company that it has
elected to satisfy its interest obligations in Shares.
The net proceeds of the Offering will be used to
fund capital expenditures related to the Steveville production
facilities, exploration activities in Saskatchewan and Alberta, and
for general corporate purposes.
The Convertible Debentures and the Warrants
comprising the Debenture Units (and any Shares issuable upon
conversion or exercise thereof, as applicable) will be subject to a
statutory hold period in Canada of four months and one day
following the Closing Date. The offering is subject to normal
regulatory approvals, including approval of the TSX Venture
Exchange, and is expected to close on or about June 9, 2023.
As any directors and officers of the Company
that participate in the offering are insiders of the Company, their
participation in the offering is considered a "related party
transaction" pursuant to Multilateral Instrument 61-101 –
Protection of Minority Security Holders in Special Transactions
("MI 61-101"). The Company will rely on Sections 5.5(a) and
5.7(1)(a) of MI 61-101 for exemptions from the requirements to
obtain a formal valuation and minority shareholder approval,
respectively, because the fair market value of their participation
will be below 25% of the Company's market capitalization for the
purposes of MI 61-101.
About Royal Helium Ltd.
Royal is an exploration, production and
infrastructure company with a primary focus on the development and
production of helium. 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 has a low GHG footprint when compared to 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.
For more information:
Spiro KletasVP Investor
Relations 1
(604)
723-0710spiro@royalheliumltd.com
Dean NawataBusiness Development1(604)
561-2821dean@royalheliumltd.com
Media enquiries:
royalhelium@celicourt.uk
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 release.
This release includes certain statements that
may be deemed to be “forward-looking statements”. All statements in
this release, other than statements of historical facts, that
address events or developments that management of the Company
expects, are forward-looking statements. 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.sedar.com for
further information.
Royal Helium (TSXV:RHC)
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Royal Helium (TSXV:RHC)
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부터 11월(11) 2023 으로 11월(11) 2024