New Era Helium Corp. entered into a Business Combination Agreement and Plan of Reorganization to acquire Roth Ch Acquisition V Co. (NasdaqGM:ROCL) in a reverse merger transaction for $95.5 million on January 3, 2024.

In connection with the transaction, ROCL will issue 9 million new shares to current stockholders of NEH, which amount may be subject to adjustment based upon any net debt of NEH. Upon the closing of the transaction, subject to approval by ROCL?s stockholders and other customary closing conditions, the combined company will be named ?New Era Helium Corp.? and is expected to list on NASDAQ.

Current NEH Chairman, Joel Solis, and CEO, E. Will Gray II, will continue to lead the combined company, and existing NEH shareholders will roll 100% of their equity into the combined company. Existing NEH stockholders will not receive any cash proceeds as part of this transaction and will roll 100% of their equity into the combined company. Roth CH V and NEH intend to raise a PIPE that will close in connection with the closing of the business combination.

Upon closing of the transaction, NEH?s senior management will continue to serve in their current roles. Assuming no ROCL stockholders exercise their redemption rights, current NEH stockholders will retain approximately 65% of the ownership at close of the transaction. The transaction will require the approval of the stockholders of ROCL and is subject to other customary closing conditions.

The transaction will also require the approval of the stockholders of NEH by written consent or at a meeting of the stockholders of NEH. The boards of directors of NEH and ROCL have unanimously approved the transaction. Roth Capital Partners, LLC and Craig-Hallum Capital Group LLC are acting as placement agents for a PIPE transaction that is anticipated to close in connection with the closing of the business combination.

Sichenzia Ross Ference Carmel LLP is acting as legal advisor to NEH and Loeb & Loeb LLP is acting as legal advisor to ROCL.