Vancouver, British Columbia--(Newsfile Corp. - April 25, 2025) - Total Helium Ltd. (TSXV: TOH) (FSE: Y02) (the "Company") announces that effective at the close of markets on April 28, 2025, a series of 25,000,000 common share purchase warrants (the "Warrant") currently listed on the TSX Venture Exchange (the "Exchange") under the ticker symbol "TOH.WT.A" will be delisted (the "Delisting"). The Warrants were previously issued by the Company in connection with a private placement financing and are exercisable to acquire an equivalent number of common shares of the Company at a price of $0.75 per share until May 1, 2025.
The Company is Delisting the Warrants in order to facilitate an amendment (the "Amendment") to the terms of the Warrants. As previously announced, the Company intends to consolidate its common share capital on a ten-for-one-basis (the "Consolidation"). Following the Consolidation, the number of Warrants would be reduced to 2,500,000 and the exercise price adjusted to $7.50. Under the proposed terms of the Amendment, following the Consolidation, the exercise price of the Amended Warrants would be reduced to $0.25 post-Consolidation ($0.025 pre-Consolidation) and the term would be extended by an additional three years until May 1, 2028. In accordance with the policies of the Exchange, in the event the closing price of the post-Consolidation common shares of the Company exceeds $0.3125 for a period of ten consecutive trading days the term of the Warrants will be automatically accelerated and they will expire after thirty calendar days.
The policies of the Exchange do not permit amendments to the terms of share purchase warrants while they are listed for trading on the Exchange. As a result, to facilitate the Amendment the Company applied to the Exchange to voluntarily complete the Delisting. In accordance with the policies of the Exchange, the Company is required to obtain the approval of the holders of the Warrants prior to completion of the Delisting. The Company obtained this approval through the written consent of holders of the majority of the outstanding Warrants, after excluding any Warrants held by promoters, directors, officers and insiders of the Company and their respective associates and affiliates.
Completion of the Consolidation and the Amendment remain subject to the approval of the Exchange. In the event the Consolidation and the Amendment are completed, the Warrants will not be relisted for trading on the Exchange. In the event the Amendment is not completed, the Warrants will automatically expire as scheduled on May 1, 2025. Trading in the Warrants has been halted on the Exchange and is expected to remain halted until completion of the Delisting.
ABOUT TOTAL HELIUM LTD.
Total Helium is a helium exploration and production company with interests in the prolific Holbrook basin of Arizona. For more information, please visit SEDAR+ (www.sedarplus.ca) and the Company's website (www.totalhelium.com).
FOR FURTHER INFORMATION
Robert Johnston
CEO & Director
+1 604-609-6110
Forward Looking Statements
Statements included in this announcement, including statements concerning our plans, intentions and expectations, which are not historical in nature are intended to be, and are hereby identified as, "forward-looking statements". Forward-looking statements may be identified by words including "anticipates", "believes", "intends", "estimates", "expects" and similar expressions. The Company cautions readers that forward-looking statements, including without limitation those relating to the Company's future operations and business prospects, are subject to certain risks and uncertainties that could cause actual results to differ materially from those indicated in the forward-looking statements.
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.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/249748
SOURCE: Total Helium Ltd.
