RHC Royal Helium Ltd

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.