Global Helium Corp. and 2679158 Alberta Ltd. Announce Going Private Transaction
CALGARY, Alberta, July 16, 2025 (GLOBE NEWSWIRE) -- Global Helium Corp. (“Global” or the “Company”) (CSE: HECO) and 2679158 Alberta Ltd. (the “Purchaser”) announce that they have entered into an arrangement agreement (the “Arrangement Agreement”) dated July 15, 2025 (the “Proposed Transaction”). The Purchaser is a company controlled by Mr. Jesse Griffith, Chief Executive Officer and a director of the Company and as such the Proposed Transaction will be considered a business combination under applicable securities laws.
It is anticipated that the Proposed Transaction will be completed by way of a statutory plan of arrangement (the “Arrangement”) under the provisions of the Business Corporations Act (Alberta) (the “ABCA”) in accordance with a plan of arrangement (the “Plan of Arrangement”), pursuant to which, among other things, a direct or indirect wholly-owned subsidiary of the Purchaser and Global will amalgamate pursuant to Section 181 of the ABCA (the “Amalgamation”).
Pursuant to the Arrangement Agreement, the Purchaser will acquire all of the issued and outstanding Class A Common Shares in the capital of Global (the “Common Shares”) from their holders (“Common Shareholders”), excluding Common Shareholders that have duly exercised dissent rights under the Arrangement, for cash consideration of $0.05 per Common Share (the “Common Share Cash Consideration”), provided that any registered Common Shareholder that holds over 250,000 Common Shares (“Share Electing Shareholders”) has the option to elect to receive, pursuant to the Amalgamation, one (1) common share in the capital of the Purchaser (“Purchaser Shares”) in exchange for each Common Share held, provided further that, notwithstanding the foregoing, no fractional Purchaser Shares will be issued and, in the event that a Share Electing Shareholder would otherwise be entitled to a fractional Purchaser Share under the Arrangement, the number of Purchaser Shares issued to such Common Shareholder will be rounded down to the next lesser whole number of Purchaser Shares (with no compensation in lieu of such fractional share) (the “Common Share Amalgamation Consideration”).
The Purchaser will also acquire all of the issued and outstanding Series A Preferred Shares and Series B Preferred Shares (collectively the “Preferred Shares” and each of them, a “Preferred Share” and, together with the Common Shares, the “Shares”) in the capital of the Company from the holders thereof (the “Preferred Shareholders”) excluding Preferred Shareholders that have duly exercised their dissent rights available under the Arrangement, for cash consideration of $0.05 per Preferred Share plus the amount equal to the accrued and unpaid dividend amount per Preferred Share as of the business day prior to the effective date of the Amalgamation (the “Preferred Share Cash Consideration”), provided that any Preferred Shareholder that, if it becomes a Share Electing Preferred Shareholder, as defined below, would own more than 250,000 Purchaser Shares immediately following closing has the option to elect to receive, pursuant to the Amalgamation, Purchaser Shares equal to one (1) Purchaser Share per Preferred Share plus such number of Purchaser Shares equal to the accrued and unpaid dividend on such Preferred Share divided by $0.05 (any such eligible Preferred Shareholders making such election, the “Share Electing Preferred Shareholders” and together with Share Electing Shareholder, the “Electing Holders”) further provided that, notwithstanding the foregoing, no fractional Purchaser Shares will be issued and, in the event that any a Share Electing Preferred Shareholder would otherwise be entitled to a fractional Purchaser Share under the Arrangement, the number of Purchaser Shares issued to such Preferred Shareholder will be rounded down to the next lesser whole number of Purchaser Shares (with no compensation in lieu of such fractional share) (the “Preferred Share Amalgamation Consideration” and together with the Common Share Amalgamation Consideration, the “Amalgamation Consideration”).
Each outstanding “in-the-money” Company stock option to purchase Common Shares (“In-the-Money Options”) will be cancelled in exchange for a payment to the holder thereof equal to the difference between the exercise price of such In-the-Money Option and $0.05 (the “In-the-Money Consideration”). Each outstanding “out-of-the-money” Company stock option to purchase Common Shares (“Out-of-the-Money Options”) will be cancelled in exchange for a payment to the holder thereof of $0.0001 per Out-of-the-Money Option (the “Out-of-the-Money Consideration” and, together with the Common Share Cash Consideration, the Preferred Share Cash Consideration, In-the-Money Consideration and Out-of-the-Money Consideration, the “Cash Consideration”).
The Cash Consideration will be reduced by any amounts required to be deducted and withheld on account of applicable taxes in accordance with the Plan of Arrangement. Common Shareholders and Preferred Shareholders will be entitled to exercise dissent rights in accordance with the Plan of Arrangement.
Concurrently with the Arrangement Agreement and to fund the Cash Consideration payable on closing of the Arrangement, the Purchaser has entered into an equity commitment agreement (the “Equity Commitment Agreement”) with Thor Resources Investor Inc. (“Thor”), pursuant to which Thor will subscribe for the number of Purchaser Shares for an aggregate subscription price of up to $1,618,461 at a price of $0.05 per share, which the parties to the Equity Commitment Agreement expect will be sufficient capital to ensure the Cash Consideration payable in connection with the Arrangement is satisfied. Further and pursuant to the Equity Commitment Agreement, Thor also has an option to increase its subscription amount in certain circumstances to retain a 35% ownership level in the Purchaser or to elect to fund additional amounts as may be required under the Proposed Transaction.
The Arrangement Agreement was the result of a comprehensive review of alternatives and a negotiation process that was conducted at arm’s length with the supervision and involvement of a committee of independent directors of Global (the “Special Committee”), as advised by external legal and other advisors. The Special Committee was appointed by the board of directors of the Company (the “Board”) to, among other matters, review the potential transaction and potential alternatives, consider the Company’s best interests and the implications to Common Shareholders, and Preferred Shareholders (collectively, the “Shareholders”) and other stakeholders, and to negotiate any potential transaction.
Following completion of the Arrangement, the Company intends to cause the Common Shares to cease to be listed on the Canadian Securities Exchange (the “CSE”) and intends to submit an application to have the Company and the Purchaser cease to be a reporting issuer under applicable Canadian securities laws. Following receipt of all approvals, including regulatory, CSE, Shareholder (including majority of the minority) and the requisite court orders, following completion of the Arrangement, Global will be a privately-held company.
Board Approval
The Board, with Jesse Griffith (the “Conflicted Director”) declaring his conflict of interest as a result of his ownership of the Purchaser and abstaining from voting, unanimously approved the Arrangement following receipt of a unanimous recommendation of the Special Committee. The Board unanimously, with the Conflicted Director abstaining from voting, determined that the Arrangement is fair to the Shareholders and in the best interests of Global and recommends that Shareholders vote in favour of the Arrangement.
The Company intends to call and hold an annual and special meeting of Shareholders in September 2025 (the “Meeting”), where the Arrangement, among other annual meeting matters, will be considered and voted upon by Shareholders of record.
In making their respective determinations, the Board and the Special Committee considered, among other factors the current state of the capital markets to fund junior helium exploration companies, the premium offered in the Proposed Transaction to the current listed and quoted market price of the Common Shares, liquidity for shareholders, and the fairness opinion of Evans & Evans, Inc. (“Evans & Evans”) to the effect that, as of June 25, 2025, subject to the assumptions, limitations and qualifications contained therein, the consideration to be received by Shareholders (other than those persons whose votes on the Arrangement are required to be excluded pursuant to MI 61-101 (as defined below)) pursuant to the Arrangement is fair, from a financial point of view.
Transaction Details
The aggregate purchase price payable by the Purchaser under the Arrangement is expected to be approximately $3.909 million, comprised of: (i) Cash Consideration of approximately $1.368 million; and (ii) Amalgamation Consideration consisting of approximately 50,817,854 Purchaser Shares with an aggregate value of approximately $2.541 million, using a $0.05 per share price. The Purchaser Shares will be issued in exchange for Common Shares on a one for one basis, and the Purchaser Shares are being issued to Thor for cash consideration of $0.05 per share. The foregoing anticipated purchase price composition is based on the assumption that Electing Holders will exchange an aggregate of 50,817,854 Common Shares for the Amalgamation Consideration, representing approximately 65% of the issued and outstanding Common Shares, and that all other Shareholders will receive Cash Consideration.
In order for a Shareholder to be an Electing Holder and receive Purchaser Shares, they will be required to enter into a unanimous shareholders agreement (“USA”) of the Purchaser which will govern the nomination and election of the directors of the Purchaser, including certain nomination rights awarded to permit Thor, as a significant shareholder of the Purchaser, the right to appoint a certain number of directors depending on their ownership percentage of the Purchaser. Summary disclosure regarding the USA and the Purchaser will be provided to Shareholders in a management information circular delivered in connection with the Meeting.
Completion of the Arrangement is subject to the approval of: (i) at least two-thirds of the votes cast by Shareholders, voting as a single class; and (ii) a simple majority of the votes cast by Shareholders (excluding Shares required to be excluded pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“MI 61- 101”). The Arrangement is also subject to customary closing conditions, including the receipt of court and regulatory approvals, customary non-solicitation covenants subject to “fiduciary out” provisions and a right to match in favour of the Purchaser, and customary covenants regarding the conduct of the Company’s business prior to the closing of the Arrangement.
The acquisition of the Common Shares and Preferred Shares by the Purchaser pursuant to the Plan of Arrangement would constitute a “business combination” for the Company within the meaning of MI 61-101 and, as Mr. Jesse Griffith controls the Purchaser, the Proposed Transaction is expected to require “minority approval” pursuant to Section 4.5 of MI 61-101 and be exempt from the requirement to obtain a formal valuation in Section 4.3 of MI 61-101 pursuant to Section 4.4(1)(a) of MI 61-101 as a result of the Company not being listed on a specified market.
All of the directors and officers of Global (the “Supporting Shareholders”), collectively holding an aggregate of approximately 11.9% of the outstanding Shares, have entered into voting and support agreements with the Company and the Purchaser (the “Voting and Support Agreements”) pursuant to which they have agreed to vote their Shares in favour of the Arrangement. Excluding all Shares required to be excluded pursuant to MI 61-101, the Supporting Shareholders hold approximately 10.1% of the remaining Shares.
The foregoing summary is qualified in its entirety by the provisions of the Arrangement Agreement (which includes the Plan of Arrangement), a copy of which will be filed on SEDAR+ at www.sedarplus.ca.
Early Warning Disclosure
Prior to the closing of the Arrangement, the Purchaser holds no Shares. On closing of the Arrangement, the Purchaser will acquire 100% the issued and outstanding Shares of Global.
Further information may be obtained by contacting:
Tom Cross, Chief Financial Officer
Chief Financial Officer
Email: tcross@globalhelium.com
Phone: 403-975-7742
About Global
Global is a Canadian helium exploration and development company, focused on the exploration, acquisition, development, and production of helium, done right. The Company has carved out a differentiated position through a unique farm-in agreement with industry veteran, Rubellite Energy Corp., through which Global can access approximately 369,000 acres in Alberta’s Manyberries helium trend via joint venture. Global brings a seasoned team of industry professionals and technical experts who have established connections with North American and international helium buyers. Learn more at https://globalhelium.com/
For additional information, see the Company’s filings on SEDAR+ at www.sedarplus.ca.
About 2679158 Alberta Ltd.
The Purchaser was incorporated on January 17, 2025 pursuant to the laws of the Province of Alberta. The Purchaser was incorporated for the sole purpose of completing the Arrangement and is controlled by Jesse Griffith, a director and Chief Executive Officer of Global. Its registered and records office is located at 3400, 350 7th Avenue S.W., Calgary, Alberta, T2P 3N9.
About Thor Resources Investor Inc.
Thor is a corporation incorporated under the laws of the Province of Alberta. Thor was incorporated for the sole purpose of funding the Cash Consideration payable on completion of the Arrangement. Thor is a wholly-owned subsidiary of Thor Resources Inc., a privately held helium production and exploration company. Assuming completion of the Proposed Transaction, on closing, Thor is expected to own approximately 35% of the Purchaser Shares and, if it owns less than 35% of the Purchaser Shares, pursuant to the Equity Commitment Agreement, Thor has a right, but not the obligation, to increase its equity ownership in the Purchaser to up to 35% of the Purchaser Shares outstanding immediately following completion of the Proposed Transaction and the transactions contemplated by the Equity Commitment Agreement.
Additional Information about the Arrangement
Further information regarding the Arrangement, the Arrangement Agreement and the Meeting, including a copy of the Evans & Evans fairness opinion, will be included in the management information circular expected to be mailed to Shareholders of record in connection with the Meeting expected to be held in September 2025. Copies of the proxy materials in respect of the Meeting will be available on the Company’s SEDAR+ profile at www.sedarplus.ca.
Cautionary Notes
This press release contains certain forward-looking statements and forward-looking information, as defined under applicable Canadian securities laws (collectively, “forward-looking statements”). In some cases, but not necessarily in all cases, forward-looking statements can be identified by the use of forward-looking terminology such as “will”, “intend”, “anticipate”, “could”, “should”, “may”, “might”, “expect”, “estimate”, “forecast”, “plan”, “potential”, “project”, “assume”, “contemplate”, “believe”, “shall”, “scheduled”, and similar terms and, within this press release, include, without limitation, any statements (express or implied) respecting: the rationale of the Board for entering into the Arrangement Agreement; the composition of the consideration payable on completion of the Arrangement; the expected ownership of Thor in the Purchaser following completion of the Arrangement; the terms of the USA respecting the Purchaser; the expected benefits of the Arrangement; the holding of the Meeting; the anticipated timing, steps and completion of the Arrangement; approval of the Arrangement by the Shareholders at the Meeting; approval of the CSE; the satisfaction of the conditions precedent to the Arrangement; timing, receipt and anticipated effects of Shareholder and other approvals of the Arrangement; the anticipated delisting of the common shares from the CSE; and the Company ceasing to be a reporting issuer under applicable Canadian securities laws. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements.
Forward-looking statements are not historical facts, nor guarantees or assurances of future performance but instead represent management’s current beliefs, expectations, estimates and projections regarding future events and operating performance. Forward-looking statements are necessarily based on a number of opinions, assumptions and estimates that, while considered reasonable by the Company as of the date of this release, are subject to inherent uncertainties, risks and changes in circumstances that may differ materially from those contemplated by the forward-looking statements, including, without limitation that: Electing Holders will elect to receive the Amalgamation Consideration in the amounts anticipated; the Arrangement will be completed on the terms currently contemplated or at all; the Arrangement will be completed in accordance with the timing currently expected; funding of the Purchaser pursuant to the Equity Commitment Agreement will be obtained in accordance with the timing currently expected; all conditions to the completion of the Arrangement and the transactions contemplated by the Equity Commitment Agreement will be satisfied or waived; and the Arrangement Agreement and the Equity Commitment Agreement will not be terminated prior to the completion of the Arrangement.
Important factors that could cause actual results to differ, possibly materially, from those indicated by the forward-looking statements include, but are not limited to: actual elections by Electing Holders to receive Cash Consideration or the Amalgamation Consideration; the possibility that the proposed Arrangement will not be completed on the terms and conditions currently contemplated or at all; the possibility that the funding of the Purchaser pursuant to the Equity Commitment Agreement will not be completed on the terms and conditions currently contemplated or at all; the possibility of the Arrangement Agreement or the Equity Commitment Agreement being terminated in certain circumstances; the ability of the Board to consider and approve a superior proposal for the Company; and other risk factors identified under “Risk Factors” in the Company’s periodic filings that the Company has made and may make in the future with the securities commissions or similar regulatory authorities in Canada, all of which are available under the Company’s SEDAR+ profile at www.sedarplus.ca. These factors are not intended to represent a complete list of the factors that could affect the Company. However, such risk factors should be considered carefully.
Readers, therefore, should not place undue reliance on any such forward-looking statements. Further, these forward-looking statements are made as of the date of this press release and, except as expressly required by applicable law, Global disclaims any intention and undertakes no obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required under applicable Canadian securities laws. All of the forward-looking statements contained in this release are expressly qualified by the foregoing cautionary statements.
The CSE has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news release. Neither the CSE nor its Regulation Service Provider (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.
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