IMPERIAL HELIUM CORP. ANNOUNCES SHAREHOLDER APPROVAL OF ARRANGEMENT WITH ROYAL HELIUM LTD.
VANCOUVER, British Columbia – Imperial Helium Corp. (TSXV: IHC) (“Imperial” or the “Company”), is pleased to announce that, at its special meeting (the “Meeting”) of holders (“Shareholders”) of common shares and preferred shares of Imperial (collectively, the “Imperial Shares”), Shareholders approved the plan of arrangement (the “Arrangement”) with Royal Helium Ltd. (“Royal”), pursuant to which, among other things, Royal will acquire all of the issued and outstanding Imperial Shares. Shareholders will receive 0.614 of a Royal common share (each whole share, a “Royal Share”) for each Imperial Share held (the “Consideration”).
The Arrangement required approval by not less than: (i) 66 2/3% of the votes cast by the Shareholders; and (ii) a simple majority of the votes cast by the Shareholders, excluding the votes attaching to any Imperial Shares held by interested parties required to be excluded pursuant to applicable securities laws, present in person or represented by proxy and entitled to vote at the Meeting. Imperial subsequently determined that there were no holders of Imperial Shares beneficially owned or over which control or direction is exercised by any persons whose votes were required to be excluded in accordance with Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.
The required shareholder approval threshold was met, with the Arrangement being approved by 86.72% of the votes cast by Shareholders present in person or represented by proxy at the Meeting.
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. 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.
Further information about the Arrangement is available in the management information circular dated June 3, 2022 and related proxy materials, which are available on SEDAR under Imperial’s issuer profile.
Imperial Helium Corp. is focused on the exploration and development of helium assets in North America, initially through the anticipated commercialization of its Steveville, Alberta helium discovery. With increasing helium supply shortfalls around the world, the Company is committed to becoming a supplier of helium to help meet the needs of the many critical industries which rely on this irreplaceable resource, including healthcare, electronics and semiconductors as well as aerospace and leak detection. Driven by Canadian geoscience and engineering expertise and supported by strategic alliances with key players in the helium and capital markets ecosystem, Imperial intends to leverage its proprietary well database to support longer-term growth. Imperial is based in Calgary, Alberta, and listed on the TSX Venture Exchange under the symbol “IHC”. To learn more about the Company and expand on the subject of helium, please visit www.imperialhelium.ca.
On behalf of the Board of Directors:
(signed) Samuel Kyler Hardy
Samuel Kyler Hardy
Executive Co-Chairman and Director
For more information please contact:
Imperial Helium Corp.
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This news release contains certain forward-looking information and statements within the meaning of applicable Canadian securities laws concerning the proposed transaction and the business, operations and financial performance and condition of Imperial. Forward-looking statements and forward-looking information include, but are not limited to, the Company’s expectations with regards to the timing of the final order of the Court and the closing of the Arrangement. Except for statements of historical fact relating to Imperial, certain information contained herein constitutes forward-looking statements. Forward-looking statements are frequently characterized by words such as “plan,” “expect,” “project,” “intend,” “believe,” “anticipate”, “estimate” and other similar words, or statements that certain events or conditions “may” or “will” occur. Forward-looking statements are based on the opinions and estimates of the management of Imperial at the date the statements are made, and are based on a number of assumptions and subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. Many of these assumptions are based on factors and events that are not within the control of Imperial and there is no assurance they will prove to be correct.
Factors that could cause actual results to vary materially from results anticipated by such forward-looking statements include: risks of the helium exploration and development industry; the spread of COVID-19 and its variants and the impact of government policies to ameliorate COVID-19 and its variants; failure of plant, equipment or processes to operate as anticipated; changes in market conditions; risks relating to operations; fluctuating helium prices and currency exchange rates; changes in project parameters; and the possibility of project cost overruns or unanticipated costs.
These factors are discussed in greater detail in Imperial’s most recent management’s discussion and analysis, which is filed on Imperial’s SEDAR profile and provides additional general assumptions in connection with these statements. Imperial cautions that the foregoing list of important factors is not exhaustive. Investors and others who base themselves on forward-looking statements should carefully consider the above factors as well as the uncertainties they represent and the risk they entail. Imperial believes that the expectations reflected in those forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this presentation should not be unduly relied upon.
Although Imperial has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements.
Imperial does not undertake any obligation to update forward-looking statements if circumstances or management’s estimates or opinions change except as required by applicable securities laws. The reader is cautioned not to place undue reliance on forward-looking statements.