IMPERIAL HELIUM CORP. MAILS AND FILES MATERIALS FOR PROPOSED ARRANGEMENT WITH ROYAL HELIUM LTD. SHAREHOLDER MEETING SET FOR JULY 12, 2022
Imperial Helium Corp. (TSXV: IHC) (the “Company” or “Imperial”) is pleased to announce that it has today filed and mailed its management information circular (the “Information Circular”) and related meeting and proxy materials (collectively, the “Meeting Materials”) for its special meeting of the holders of common shares and preferred shares (collectively, the “Imperial Shares”) of the Company (the “Shareholders”) to be held on Tuesday, July 12, 2022 at 10:00 a.m. (Vancouver Time) at 1200 Waterfront Centre – 200 Burrard Street, Vancouver, British Columbia, V7X 1T2 (the “Meeting”).
The purpose of the Meeting is to consider, and if thought advisable, to pass a special resolution, with or without variation (the “Arrangement Resolution”), approving the previously announced plan of arrangement with Royal Helium Ltd. under the provisions of the Business Corporations Act (British Columbia) (the “Arrangement”). Pursuant to the Arrangement, 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 record date for determining the Shareholders that will be entitled to receive notice of and vote at the Meeting was fixed as the close of business on June 1, 2022 (the “Record Date”).
On June 2, 2022, the Company obtained an interim order (the “Interim Order”) of the Supreme Court of British Columbia (the “Court”), which, among other things, authorizes the calling and holding of the Meeting, stipulates the dissent rights granted to the Shareholders, and specifies certain other matters relating to the conduct of the Meeting. The granting of the Interim Order is a condition precedent to the completion of the Arrangement in addition to a final order of the Court concluding as to the the fairness of the terms and conditions of the Arrangement to minority Shareholders participating in the Arrangement at a hearing to be held following the Meeting, in the event the Shareholders approve the Arrangement. In accordance with the Interim Order, the Meeting Materials have been mailed to the Shareholders and are also available under the Company’s profile on SEDAR at www.sedar.com.
After a thorough and careful review and consideration of the best interests of the Company, the terms of the Arrangement and its impact on the Shareholders and the Company’s other stakeholders, a special committee (the “Special Committee”) consisting of R. Campbell Becher, Samuel Kyler Hardy, Peter Putnam, and Stephen Burleton, has concluded that the Consideration to be received by the Shareholders pursuant to the Arrangement is fair to such Shareholders and that the Arrangement is in the best interest of the Company. Accordingly, the Special Committee recommended that the Board approve the arrangement agreement between Royal and Imperial dated May 2, 2022 (the “Arrangement Agreement”) and that the Shareholders vote in favour of the Arrangement.
ON THE RECOMMENDATION OF THE SPECIAL COMMITTEE, THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ARRANGEMENT RESOLUTION.
To be effective, the Arrangement Resolution must be approved by a special resolution passed by (i) at least two-thirds (66 ⅔%) of the votes cast by Shareholders who are present in person or represented by proxy and entitled to vote at the Meeting; and (ii) a simple majority of the votes cast by the Shareholders who are present in person or represented by proxy and entitled to vote at the Meeting, excluding votes for the Imperial Shares required to be excluded under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. Holders of approximately 16% of the issued and outstanding Imperial Shares on a diluted basis as of the date of the Information Circular, representing the directors and/or officers of the Company (the “Supporting Shareholders”), have entered into support agreements, pursuant to which the Supporting Shareholders have agreed, among other things, to vote in favour of the Arrangement.
The Imperial Shares are currently listed for trading on the TSX Venture Exchange (the “TSXV”). After the Arrangement, Royal intends to apply to have the Imperial Shares de-listed from the TSXV. Royal also intends to apply to the applicable securities regulatory authorities for an order declaring the Company to no longer be a reporting issuer in each of its reporting jurisdictions.
Your vote is important. The Meeting Materials provide a description of the Arrangement and the Arrangement Agreement and include certain additional information to assist Shareholders in considering how to vote on the Arrangement. You are urged to read this information carefully and, if you require assistance, to consult your tax, financial, legal or other professional advisors.
Whether or not you are able to attend, the Company encourages you to ensure that your Imperial Shares are voted at the Meeting by one of the means described in the Meeting Materials.
If you are a registered Shareholder of the Company and are unable to attend the Meeting in person, please sign and date the form of proxy included in the Meeting Materials and deposit it with Odyssey Trust Company (“Odyssey”) at United Kingdom Building, Suite 350 – 409 Granville Street, Vancouver, British Columbia, V6C 1T2, Attention: Proxy Department, by 10:00 a.m. (Vancouver Time) on Friday, July 8, 2022, or not later than 48 hours (excluding Saturdays, Sundays and holidays) before the time of the Meeting or any adjournment thereof at which the proxy is to be used.
If you are a non‑registered Shareholder of the Company and receive the Meeting Materials through your broker or another intermediary, please complete and return the materials in accordance with the instructions provided to you by your broker or such other intermediary. If you are a non-registered shareholder and do not complete and return the materials in accordance with such instructions, you may lose the right to vote at the Meeting.
If you have any questions relating to the Arrangement, please contact Samuel Kyler Hardy, at 250-877-1394 or by email at email@example.com. If you have any questions relating to the deposit of the Imperial Shares, please contact Odyssey, at 1-587-885-0960 or by email at firstname.lastname@example.org.
The Arrangement is expected to close in July 2022, subject to obtaining all required approvals and consents, as well as satisfying all required conditions, but no later than July 31, 2022.
Due to the ongoing COVID-19 pandemic and recent Provincial and Federal guidance regarding public gatherings, Shareholders and proxyholders are strongly encouraged not to attend the Meeting in person so that the Company can mitigate potential risks to the health and safety of Shareholders, employees, and the community. There will be strict limitations on the number of persons permitted entry to the physical meeting location and guests will not be permitted entry. Rather, the Company urges all Shareholders to vote by proxy in advance of the Meeting date.
About Imperial Helium Corp.
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.
Neither the 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 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 date and time of the Meeting; the Company’s expectations that the Arrangement Resolution will be passed; and 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.