First Helium Closes $2.4 Million Oversubscribed Private Placement

May 19, 2023 at 17:08 PM EDT

Not for distribution to United States newswire services or for dissemination in the United States.

Calgary, Alberta, December 22, 2022 – First Helium Inc. (“First Helium” or the “Company”) (TSXV:HELI) (OTCQX:FHELF) (FRA:2MC), today announced the closing of the non-brokered private placement financing (the “Offering) disclosed on November 30, 2022. First Helium issued 12,192,000 units (“Units”) at a price of $0.20 per Unit for gross proceeds of $2,438,400. All monetary figures in Canadian Dollars.

Each Unit will consist of one common share (a “Share”) in the capital of First Helium and one non-transferable common share purchase warrant (each whole common share purchase warrant being a “Warrant”). Each Warrant will be exercisable to acquire one Share at a price of $0.30 per Share for a period of 24 months, expiring December 22, 2024. The Warrants will be subject to acceleration at the Company’s election in the event that the Common Shares trade on the TSX Venture Exchange at a volume weighted-average price of $0.40 or more per Common Share for any period of at least ten consecutive trading days after the initial Closing Date, the Company shall be entitled to accelerate the expiry time of the Warrants to a date that is at least thirty days from the date that notice of such acceleration is given via news release by the Company, with the new expiry time specified in such news release.

First Helium intends to use the net proceeds from the Private Placement to work on its portfolio of projects in addition to funding working capital and general corporate expenses.

All securities issued under this placement are subject to TSXV and securities regulatory legends expiring on April 23, 2023. Finders’ fees of $52,990 and 264,950 Warrants were issued to various finders under the Placement. The finders’ warrants have the same terms and conditions as the Warrants issued to the subscribers under the Placement.

Certain insiders of First Helium acquired an aggregate of 2,025,000 Units in the oversubscribed Offering. Any participation by insiders in the Offering constitutes a “related party transaction” as

defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). However, the Company expects such insider participation is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as the fair market value of the Units subscribed for by the insiders, nor the consideration for the Units paid by such insiders, would not exceed 25% of the Company’s market capitalization. There are no material facts or material changes regarding the Company that have not been generally disclosed.

ABOUT FIRST HELIUM

Led by a core Senior Executive Team with diverse and extensive backgrounds in Oil & Gas Exploration and Operations, Mining, Finance, and Capital Markets, First Helium seeks to be one of the leading independent providers of helium gas in North America.

Building on its successful 15-25 helium discovery well at the Worsley project, the Company has identified numerous follow-up drill locations and acquired an expansive infrastructure system to facilitate future exploration and development of helium across its Worsley land base. Cash flow from its successful oil wells at Worsley will help support First Helium’s ongoing helium exploration and development growth strategy.

First Helium holds over 60,000 acres along the highly prospective Worsley Trend in Northern Alberta, and 276,000 acres in the Southern Alberta Helium Fairway, near existing helium production. In addition to continuing its ongoing exploration and development drilling at Worsley, the Company has identified a number of high impact helium exploration targets on the prospective Southern Alberta Helium Fairway lands to set up a second core exploration growth area for the Company.

For more information about the Company, please visit www.firsthelium.com.

ON BEHALF OF THE BOARD OF DIRECTORS

Edward J. Bereznicki
President, CEO and Director

CONTACT INFORMATION

First Helium Inc.
Investor Relations
Email: ir@firsthelium.com
Phone: 1-833-HELIUM1 (1-833-435-4861)

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX) accepts responsibility for the adequacy or accuracy of this release.

FORWARD-LOOKING AND CAUTIONARY STATEMENTS

This news release contains certain statements or disclosures relating to First Helium that are based on the expectations of its management as well as assumptions made by and information currently available to First Helium which may constitute forward-looking statements or information (“forward-looking statements”) under applicable securities laws. All such statements and

disclosures, other than those of historical fact, which address activities, events, outcomes, results, or developments that First Helium anticipates or expects may or will occur in the future (in whole or in part) should be considered forward-looking statements. In some cases, forward-looking statements can be identified by the use of the words “expect”, “will” and similar expressions. In particular, but without limiting the foregoing, this news release contains forward-looking statements pertaining to the timing and nature of future activities on the 15-25, 14-23, and the water disposal well; facilities development; seismic acquisition; the entering into of off-take marketing arrangements; the use of funds and the Company’s strategy. The forward-looking statements contained in this news release reflect several material factors and expectations and assumptions of First Helium including, without limitation: that First Helium will continue to conduct its operations in a manner consistent with past operations; the general continuance of current or, where applicable, assumed industry conditions; availability of debt and/or equity sources to fund First Helium’s capital and operating requirements as needed; and certain cost assumptions.

Forward-looking statements are based on estimates and opinions of management at the date the statements are made and are subject to risks, uncertainties and assumptions, including those set out in the Final Prospectus dated June 28, 2021 and filed under the Company’s profile on SEDAR at www.sedar.com. Readers are cautioned that actual results may vary materially from the forward-looking statements made in this news release. Risks that could cause actual events or results to differ materially from those projected in forward-looking statements include, but are not limited to, risks associated with the oil and gas industry; the ability of First Helium to fund the capital and operating expenses necessary to achieve its business objectives; the impact of the COVID-19 pandemic on the business and operations of First Helium; the state of financial markets; increased costs and physical risks relating to climate change; loss of key employees and those risks described in the Final Prospectus dated June 28, 2021. First Helium does not undertake any obligation to update forward looking statements, except as required by applicable securities laws. Investors should not place undue reliance on forward-looking statements.

SOURCE: First Helium Inc.

Featured Image @ Freepik

Disclosure:

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6) This document contains forward-looking information and forward-looking statements, within the meaning of applicable Canadian securities legislation, (collectively, “forward-looking statements”), which reflect management’s expectations regarding First Helium Inc.’s future growth, future business plans and opportunities, expected activities, and other statements about future events, results or performance. Wherever possible, words such as “predicts”, “projects”, “targets”, “plans”, “expects”, “does not expect”, “budget”, “scheduled”, “estimates”, “forecasts”, “anticipate” or “does not anticipate”, “believe”, “intend” and similar expressions or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved, or the negative or grammatical variation thereof or other variations thereof, or comparable terminology have been used to identify forward-looking statements. These forward-looking statements include, among other things, statements relating to: (a) revenue generating potential with respect to First Helium Inc.’s industry; (b) market opportunity; (c) First Helium Inc.’s business plans and strategies; (d) services that First Helium Inc. intends to offer; (e) First Helium Inc.’s milestone projections and targets; (f) First Helium Inc.’s expectations regarding receipt of approval for regulatory applications; (g) First Helium Inc.’s intentions to expand into other jurisdictions including the timeline expectations relating to those expansion plans; and (h) First Helium Inc.’s expectations with regarding its ability to deliver shareholder value. Forward-looking statements are not a guarantee of future performance and are based upon a number of estimates and assumptions of management in light of management’s experience and perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable in the circumstances, as of the date of this document including, without limitation, assumptions about: (a) the ability to raise any necessary additional capital on reasonable terms to execute First Helium Inc.’s business plan; (b) that general business and economic conditions will not change in a material adverse manner; (c) First Helium Inc.’s ability to procure equipment and operating supplies in sufficient quantities and on a timely basis; (d) the accuracy of budgeted costs and expenditures; (e) First Helium Inc.’s ability to attract and retain skilled personnel; (f) political and regulatory stability; (g) the receipt of governmental, regulatory and third-party approvals, licenses and permits on favorable terms; (h) changes in applicable legislation; (i) stability in financial and capital markets; and (j) expectations regarding the level of disruption to as a result of CV-19. Such forward-looking information involves a variety of known and unknown risks, uncertainties and other factors which may cause the actual plans, intentions, activities, results, performance or achievements of First Helium Inc. to be materially different from any future plans, intentions, activities, results, performance or achievements expressed or implied by such forward-looking statements. Such risks include, without limitation: (a) First Helium Inc.’s operations could be adversely affected by possible future government legislation, policies and controls or by changes in applicable laws and regulations; (b) public health crises such as CV-19 may adversely impact First Helium Inc.’s business; (c) the volatility of global capital markets; (d) political instability and changes to the regulations governing First Helium Inc.’s business operations (e) First Helium Inc. may be unable to implement its growth strategy; and (f) increased competition.

Except as required by law, First Helium Inc. undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future event or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. Neither does First Helium Inc. nor any of its representatives make any representation or warranty, express or implied, as to the accuracy, sufficiency or completeness of the information in this document. Neither First Helium Inc. nor any of its representatives shall have any liability whatsoever, under contract, tort, trust or otherwise, to you or any person resulting from the use of the information in this document by you or any of your representatives or for omissions from the information in this document.

7) Any graphs, tables or other information demonstrating the historical performance or current or historical attributes of First Helium Inc. or any other entity contained in this document are intended only to illustrate historical performance or current or historical attributes of First Helium Inc. or such entities and are not necessarily indicative of future performance of First Helium Inc. or such entities.

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