RHC Royal Helium Ltd

Royal Helium Ltd. (“Royal” or the “Company”) (TSXV: RHC) announces that it has engaged Leede Jones Gable Inc (the "Agent") as lead agent on a commercially reasonable efforts, fully marketed basis for a private placement (“Offering”) of up to 16,000,000 units (the “Units”) at a price of $0.075 per Unit for gross proceeds of up to $1,200,000.  Each Unit will consist of one (1) common share and one half (½) of one common share purchase warrant (the “Warrant”). Each whole Warrant shall entitle the holder to acquire one additional common share of the Company at any time on or before the date that is twenty-four months after the closing of the Offering at an exercise price of $0.10 per share.

The net proceeds from the Offering will be used to fund the next round of exploration over the Company’s helium properties, including the other Climax regional structures and Cadillac, Shaunavon and Swift Current land packages.

Approximately $1 million is budgeted toward: seismic trade acquisition, reprocessing and interpretation; mag surveys and detailed well siting; and pre-drill engineering and prep work.  The remainder will be allocated for further financing and land acquisition budgets and general working capital.

Andrew Davidson, President and CEO states, “The Company plans to increase its drill target inventory over its extensive helium landholdings using the same geotechnical and seismic work conducted over the structures identified at Climax leading to a larger exploration drill program over structural closures and traps found above known potential helium bearing formations”.

Further, “Producible helium’s diminishing supply and increased demand from high-tech sectors is gaining world-wide interest lately. With the world’s largest producer of helium, the US, set to shut down helium auctions from its strategic reserve and with political tensions in the Middle East, the next largest producer, further disruptions in the helium supply market are anticipated. Royal Helium aims to be a leading Canadian supplier to the worldwide helium market”.

Prospectus Exemptions

Royal Helium advises that it may be relying on certain prospectus exemptions including but not limited to, the Existing Security Holder Exemption and BC Instrument 45-536 Exemption from prospectus requirement for certain distributions through an investment dealer, an exemption where the purchaser has obtained advice regarding suitability from a person registered as an investment dealer. The Company also advises that the insiders of the Company may also participate in the Offering, which will be completed pursuant to available related party exemptions under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions. 

Offering jurisdictions

The Offering will take place by way of a brokered private placement to qualified investors in such provinces of Canada as the Agent may designate and otherwise in those jurisdictions where the Offering can lawfully be made under applicable exemptions.

Agent's compensation

On the closing of the Offering, the Company has agreed to pay to the Agent, subject to certain exclusions, a commission equal to 8 per cent of the gross proceeds arising from the Offering. At the closing of the Offering, the Company will also issue to the Agent non-transferable warrants exercisable at any time up to 24 months from closing to acquire common shares from treasury in an amount equal to 8 per cent of the aggregate number of Units issued pursuant to the Offering.

The closing of the Offering is expected to occur on or about October 30, 2019. Closing is subject to a number of prescribed conditions, including, without limitations, approval of the TSX Venture Exchange. All the securities issued under the Offering are subject to resale restrictions under applicable securities legislation.

Royal Helium Ltd.

Royal has over 300,000 acres of prospective helium land in south western and south-central Saskatchewan. All of Royal's lands are in close vicinity to highways, roads, cities and importantly, close to existing oil and gas infrastructure, with a significant portion of its land in close proximity to existing helium producing locations. With stable, rising prices and limited, non-renewable sources for helium worldwide, Royal intends to become a leading North American producer of this high value commodity.

For more information, please contact Andrew Davidson, the Chairman, President and CEO of the Company.

Andrew Davidson, CEORoyal Helium Ltd.1 (306) 653-2692davidson@fnr.ca

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.