Royal Helium Ltd. [RHC-TSXV; RHCCF-OTCQB] and Imperial Helium Corp. [IHC-TSXV; IMPHF-OTCQB] closed the previously announced acquisition of Imperial by Royal pursuant to a plan of arrangement. Under the arrangement, Royal acquired all of the issued and outstanding common shares in the capital of Imperial in exchange for common shares in the capital of Royal on the basis of 0.614 of a Royal share for each Imperial common share.
The arrangement was approved at the special meeting of Imperial shareholders held on July 12, 2022, and by the Supreme Court of British Columbia on July 15, 2022.
Andrew Davidson, president and CEO of Royal, states: “We are very happy to have this transaction completed and we thank the shareholders of Imperial for voting in favour by such an overwhelming margin. With the transaction completed, we can now shift our full focus to commercializing the Climax and now Steveville helium fields.”
The Imperial common shares are expected to be delisted from the TSX Venture Exchange within a few trading days. Imperial will also make an application to cease to be a reporting issuer, subject to the satisfaction of regulatory requirements. In order to satisfy one of the conditions of closing, Imperial issued 4,444,444 Imperial common shares to Cronin Services Ltd. prior to closing in order to reduce Imperial’s outstanding royalty obligations.
The board of directors of Royal was increased to include one additional director from Imperial’s board of directors. Samuel Kyler Hardy was appointed as a director of Royal following the completion of the arrangement.