Royal Helium Ltd. (TSXV:RHC) entered into an agreement to acquire Imperial Helium Corp. (TSXV:IHC) from Management, insiders and directors of Imperial and others for CAD 23.4 million on May 2, 2022. Pursuant to the Arrangement Agreement, Royal has agreed to acquire all of the issued and outstanding Imperial Shares (including Imperial Shares issuable on the vesting and conversion of preferred shares of Imperial) by way of a statutory plan of arrangement under the Business Corporations Act (British Columbia) (the "BCBCA") and the terms of a final order of the Supreme Court of British Columbia (the "Court") under Section 291 of the BCBCA. Pursuant to the terms of the Arrangement, shareholders of Imperial (the "Imperial Shareholders") will receive 0.614 (the "Exchange Ratio") of a Royal Share, for every Imperial Share held. Imperial Shareholders will retain a meaningful stake in the combined entity and exposure to the continued success of the combined company. Following the Arrangement, each outstanding warrant to purchase an Imperial Share (the "Imperial Warrants") outstanding shall receive upon the exercise of such Imperial Warrant, in lieu of each Imperial Share to which such holder was theretofore entitled upon such exercise, and for the same aggregate consideration payable therefor, the fraction of a Royal Share represented by the Exchange Ratio that the holder would have been entitled to receive as a result of the transactions contemplated by the Arrangement if, immediately prior to the effective time of the Arrangement, such holder had been the registered holder of the number of Imperial Shares to which the holder was theretofore entitled upon the exercise of such Imperial Warrant. Pursuant to the Arrangement, outstanding stock options to acquire Imperial Shares will be exchanged for options to acquire Royal Shares, at numbers and exercise prices adjusted for the Exchange Ratio, and exercisable for a period of 30 days following closing. The Arrangement Agreement includes break-fee of CAD 1 million payable by Imperial to Royal pursuant to the terms of the Arrangement Agreement.

At closing, the board of directors of Royal will be increased to include one additional member from Imperial's board of directors and will be led by Royal's current Chairman, Andrew Davidson. Further, incumbent senior officers, management and employees of Royal shall be retaining their current positions after closing. Samuel Kyler Hardy or such other current director of the Imperial Board as acceptable to Royal shall be appointed as a director of Royal effective upon implementation of the Arrangement. Upon implementation of the Arrangement, each of the directors of the Imperial Board shall agree to resign as directors of Imperial. As of June 20, 2022, David Johnson has stepped down from Imperial Helium's Board of Directors effective immediately but will continue to serve as Imperial's President and Chief Executive Officer until closing of the transaction.

Completion of the Arrangement is subject to a number of conditions being satisfied or waived by one or both of Royal and Imperial at or prior to closing of the Arrangement, including approval of the at least two third of Imperial Shareholders, together with any requisite minority approvals, the receipt of all necessary regulatory and Court approvals and the satisfaction of certain other closing conditions customary for a transaction of this nature. Management, insiders and directors of Imperial holding approximately 16% of the outstanding Imperial Shares on a diluted basis including outstanding performance shares have entered into support agreements under which they have agreed, among other things, to vote in favor of the Arrangement. The Arrangement Agreement has been approved by the board of directors of Royal and Imperial, and the board of directors of Imperial recommends that the Imperial Shareholders vote in favor of the Arrangement. It is expected that the special meeting of Imperial Shareholders (the "Meeting") to approve the proposed Arrangement will be held in the second half of June 2022 and, if approved at the Meeting, it is expected that the Arrangement would close shortly thereafter. It is expected that the special meeting of the shareholders of Imperial to approve the Arrangement will be held on July 12, 2022 and, if approved, it is expected that the Arrangement will close shortly thereafter. As of July 12, 2022, Shareholders of Imperial Helium Corp. approved the transaction. As of June 20, 2022, the transaction is expected to close no later than July 31, 2022. As of July 12, 2022, Imperial intends to seek a final order of the British Columbia Supreme Court to approve the Arrangement at a hearing expected to be held on July 15, 2022. –
As of July 15, 2022, Imperial Helium Corp. has been granted the final court order from the Supreme Court of British Columbia approving the plan of arrangement. Assuming timely receipt of court approval and the satisfaction of all other closing conditions, closing of the Arrangement is expected to occur on or about July 22, 2022.

Haywood Securities Inc. has provided the board of directors of Imperial with an opinion to the effect that, as of the date of the Arrangement Agreement, the consideration to be received by the Imperial Shareholders under the Arrangement is fair, from a financial point of view, to such Imperial Shareholders. Cormark Securities Inc. is acting as the exclusive financial advisor to Royal with respect to the Arrangement. Brent Kraus of Bennett Jones LLP is acting as Royal's legal advisor. Eight Capital is acting as financial advisor to Imperial. Michael Waters and Breanne Lehodey of Borden Ladner Gervais LLP is acting as Imperial's legal advisor. Computershare Trust Company of Canada acted as depositary to Imperial Helium Corp. and Royal Helium Ltd. Odyssey Trust Company served as transfer agent to Imperial Helium.