First Helium Closes Upsized $3.64 Million Placement

First Helium Closes Upsized $3.64 Million Placement

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

First Helium Inc. ("First Helium" or the "Company") (TSXV: HELI) (OTCQB: FHELF) (FRA: 2MC) today announced the closing of its upsized non-brokered private placement financing which was previously announced in the Company's press release dated October 16, 2024 and October 21, 2024. First Helium issued 60,666,671 units ("Units") at a price of $0.06 per Unit for gross proceeds of $3,640,000.26 (the "Offering) . All monetary figures in Canadian Dollars.

Each Unit consists of one common share (a " Share") in the capital of First Helium and one common share purchase warrant (a " Warrant"). Each Warrant is exercisable to acquire one Share at a price of $0.09 per Share for a period of 36 months, expiring October 30, 2027. The Warrants are subject to an acceleration clause. The Company intends to use the net proceeds from the Offering to fund additional asset development and operating expenses on its Worsley project, as well as for general working capital.

"We are extremely excited about the potential at our Worsley Property which encompasses more than 53,000 acres of wholly-owned land on the historically productive Peace River Arch. This includes our helium discovery well, with an independently evaluated resource of 323 million cubic feet of helium 1 ,2 , along with numerous multi-zone targets for oil, and helium-enriched natural gas, substantiated by our two successful oil wells and our cased horizontal well," said Ed Bereznicki, President & Chief Executive Officer of First Helium.   "This winter, we look forward to testing the large Leduc anomaly identified on 3D seismic targeting light oil, along with our horizontal helium target to confirm our expectations and set the stage for a potential large scale regional, repeatable play for helium-enriched natural gas," added Mr. Bereznicki. "Closing this financing, which was completed during some challenging times for the resource sector, and for helium explorers in particular, will now allow us to continue to advance our asset base for the benefit of shareholders through Company and potentially partner-funded exploration and development programs," concluded Mr. Bereznicki.

The Offering is subject to receipt of all necessary regulatory approvals and acceptance of the TSX Venture Exchange. All securities issued under the Offering will be subject to a statutory hold period of four months, in accordance with applicable Canadian securities laws. There are no material facts or material changes regarding the Company that have not been generally disclosed.

If the 20-day volume-weighted average trading price of the Shares as quoted on the TSX Venture Exchange is equal to or greater than $0.12 cents at the close of any trading day, then the Company may, at its option, accelerate the expiry date of the Warrants by issuing a press release announcing that the expiry date of the Warrants shall be deemed to be on the 30th day following the issuance of the Warrant acceleration press release. All Warrants that remain unexercised following the accelerated expiry date shall immediately expire and all rights of holders of such Warrants shall be terminated without any compensation to such holder.

Finders' fees of $11,760 and 196,000 Warrants were issued to Raymond James Ltd. under the Offering. The finders' warrants are non-transferrable and have the same terms and conditions as the Warrants issued to the subscribers under the Offering.

Certain directors and officers of the Company participated in the Offering and purchased a total of 25,875,333 Units. As such directors and officers are related parties within the meaning of Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions) of the Canadian Securities Administrators, the Offering to those persons constituted related-party transactions under MI 61-101. The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements in sections 5.5(b) and 5.7(1)(b) of MI 61-101 as the transaction is a distribution of securities for cash consideration and neither the Company nor the related parties have knowledge of any material information concerning the Company or its securities that has generally not been disclosed, the Company trades on the TSXV, the fair market value of the securities to be distributed does not exceed $2,500,000, the Company has one or more independent directors and two thirds of those independent directors have approved the transaction. A material change report will be filed fewer than 21 days prior to the closing of the Offering. The Company did not file a material change report 21 days before closing of the offerings as the details of the insider participation were not known at that time.

Notes:
(1) Sproule Associates Limited ("Sproule") Contingent Resource Unrisked "Best Estimate".
(2) "Contingent Resources" are not, and should not be confused with, oil and gas, or helium reserves. Further information regarding Contingent Resources can be found in First Helium's Final Prospectus, dated June 28, 2021, filed on First Helium's SEDAR+ profile at www.sedarplus.ca.


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.

First Helium holds over 53,000 acres along the highly prospective Worsley Trend in Northern Alberta which has been the core of its exploration and development drilling activities to date.

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 across its Worsley land base. Cash flow from its successful oil wells at Worsley has helped support First Helium's ongoing exploration and development growth strategy. Further potential oil drilling locations have also been identified on the Company's Worsley land base.

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 TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

FORWARD LOOKING STATEMENTS

This press release contains forward looking statements within the meaning of applicable securities laws. The use of any of the words "anticipate", "plan", "continue", "expect", "estimate", "objective", "may", "will", "project", "should", "predict", "potential" and similar expressions are intended to identify forward looking statements. In particular, this press release contains forward looking statements concerning the completion of the Offering, the anticipated proceeds of the Offering, and the use of proceeds of the Offering.   Although the Company believes that the expectations and assumptions on which the forward looking statements are based are reasonable, undue reliance should not be placed on the forward looking statements because the Company cannot give any assurance that they will prove correct. Since forward looking statements address future events and conditions, they involve inherent assumptions, risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of assumptions, factors and risks. These assumptions and risks include, but are not limited to, assumptions and risks associated with the state of the equity financing markets and regulatory approval.

Management has provided the above summary of risks and assumptions related to forward looking statements in this press release in order to provide readers with a more comprehensive perspective on the Company's future operations. The Company's actual results, performance or achievement could differ materially from those expressed in, or implied by, these forward looking statements and, accordingly, no assurance can be given that any of the events anticipated by the forward looking statements will transpire or occur, or if any of them do so, what benefits the Company will derive from them. These forward looking statements are made as of the date of this press release, and, other than as required by applicable securities laws, the Company disclaims any intent or obligation to update publicly any forward looking statements, whether as a result of new information, future events or results or otherwise.

SOURCE: First Helium Inc.


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Energy Fuels Inc. is an industry leader in uranium and rare earth elements production for the energy transition. (CNW Group/Energy Fuels Inc.)

As previously announced , on November 28, 2024 , the Madagascar Council of Ministers, as Chaired by the President of Madagascar , lifted the suspension on the Toliara Project, which was originally imposed in November 2019 . The lifting of the Suspension allows the Company to continue development of the Project, re-establish community programs, and advance activities necessary to achieve a positive final investment decision (" FID ").

The MOU announced today is the culmination of extensive negotiations over several years with the Malagasy Government on fiscal and other terms applicable to the Toliara Project and a major step forward in advancing the Project. While the Company is progressing towards an FID, which is expected to be made in approximately 14 months, the Company will continue working with the Government of Madagascar to formalize the terms and conditions set out in the MOU through the implementation of a " Stability Mechanism " consisting of one or a combination of the following: (a) submittal of an Investment Agreement to the Madagascar Parliament for approval as law and certification of the Toliara Project (" Project Certification ") under existing law establishing a special regime for large scale investments in the Malagasy mining sector (the " LGIM "); (b) promulgation of amendments and revisions to the existing LGIM (the " LGIM Amendment ") in a form that provides for the necessary certainty of financial and legal terms, and reasonable financial, operational and legal requirements, for large-scale projects and have Project Certification under the amended LGIM, together with an Investment Agreement (if reasonably required) submitted to Parliament for approval as law; and/or (c) another agreed upon mechanism that achieves the necessary certainty of financial and legal terms, and reasonable financial, operational and legal requirements, applying to large-scale mining projects.

Mark S. Chalmers , President and CEO of Energy Fuels commented: "As I've said before, I believe the Toliara Project is a 'generational' critical mineral project that has the strong potential to operate well beyond many of our lifetimes. Therefore, it is vital to Energy Fuels, and to our Base Resources subsidiaries, that the Republic of Madagascar and the communities in the vicinity of the Project enjoy significant benefits that go beyond jobs, economic development, and sustainable operations that respect human rights, local culture, and the environment. To achieve this vision, the MOU signed today creates the framework for a long-term mutually beneficial partnership between a U.S. critical mineral company and the people of Madagascar . We look forward to continuing to work with the Government of Madagascar to formalize the terms of the MOU and grow our relationship with what we believe will be the largest U.S. investment in the country's history."

Key Terms and Conditions of the MOU

Under the MOU, the Company has agreed to pay a five percent (5%) royalty (and no other) on mining products and deliver US$80 million after Project Certification in development, community, and social project funding, including a total of $30 million within 30 days after Project Certification, another $10 million within 30 days after achieving a positive FID and an additional $40 million by the fourth year of operations. In addition, the Company has agreed to spend at least $1 million prior to FID in the Atsimo Andrefana Region on community and social investments, and $4 million annually thereafter, indexed at 2% per annum, from commencement of construction after a positive FID. The Company has also committed to developing the Toliara Project in an environmentally, socially and fiscally responsible manner, and to observe the specific protections set out in the MOU.

The payments described above are not expected to have a material effect on the economics of this potentially multi-billion project, which (along with the appropriate disclaimers related to technical disclosure) are described in the Company's April 2024 press release . The Company is in the process of updating the September 2021 definitive feasibility study and December 2023 prefeasibility study on the Toliara Project, along with the White Mesa Mill's 2024 prefeasibility study on rare earth oxide production, to reflect current economics.

The Government has agreed in the MOU, among other things, to:

  • assist the Company with obtaining all necessary administrative authorizations for the purpose of adding REE-bearing monazite recovery to existing permits;
  • certify the Project as eligible under the LGIM (or amended LGIM, if applicable) as soon as the LGIM eligibility conditions are met; support the prompt development of the Toliara Project, including (without limitation) by causing all relevant State authorities to timely consider and grant all complete applications for permits, licenses or authorizations necessary or desirable for the development and operation of the Toliara Project in accordance with the laws of Madagascar ;
  • maintain the fiscal, legal and customs stability of the Toliara Project;
  • not, directly or indirectly, receive, take or have an interest (including an economic interest or form of production sharing arrangement, and whether carried or free-carried) in the Company or any of its assets, including the Toliara Project;
  • provide active and public support for the Toliara Project, including by publicly announcing the State's support for the Toliara Project and its development; and
  • undertake any LGIM amendments in consultation with relevant stakeholders, including the Company, to ensure that such amendments (or similar instruments with legislative force) provide the necessary certainty of financial and legal terms to address the reasonable financial, operational and legal requirements of large-scale mining projects, and otherwise supports the bankability of the Toliara Project and the ability of the Company to achieve a positive FID.

In addition, under the MOU, the Company's agreement to pay a 5% royalty on revenues and its commitments to pay the US$80 million in development, community and social funding are conditional on:

  • the terms of the Stability Mechanism being adopted in a form that is satisfactory to the Company;
  • Project Certification having been obtained; and
  • prior to Project Certification having been obtained, there being no change to the laws of Madagascar (as they apply to the Company and the Toliara Project as at the date of the MOU) that is adverse to the Company or the Toliara Project.

The MOU and its terms are expressly subject to the foregoing conditions set out in the MOU. It should be noted that there can be no assurance that the foregoing conditions will be satisfied or as to the timing of satisfaction of those conditions, or the timing for approval of the addition of monazite to the mining permit. If such conditions are not satisfied, this could delay any FID in relation to the Toliara Project or prevent or otherwise have a significant effect on the development of the Toliara Project or ability to recover Monazite from the Toliara Project.

ABOUT Energy Fuels

Energy Fuels is a leading US-based critical minerals company, focused on uranium, REEs, heavy mineral sands ("HMS"), vanadium and medical isotopes. The Company has been the leading U.S. producer of natural uranium concentrate for the past several years, which is sold to nuclear utilities that process it further for the production of carbon-free nuclear energy and owns and operates several conventional and in situ recovery uranium projects in the western United States. The Company also owns the White Mesa Mill in Utah, which is the only fully licensed and operating conventional uranium processing facility in the United States. At the Mill, the Company also produces advanced REE products, vanadium oxide (when market conditions warrant), and is preparing to begin pilot-scale recovery of certain medical isotopes from existing uranium process streams needed for emerging cancer treatments. The Company also owns the operating Kwale HMS project in Kenya which is nearing the end of its life and is developing three (3) additional HMS projects, including the Toliara Project in Madagascar, the Bahia Project in Brazil, and the Donald Project in Australia in which the Company has the right to earn up to a 49% interest in a joint venture with Astron Corporation Limited. The Company is based in Lakewood, Colorado, near Denver, with its HMS operations managed from Perth, Australia. The primary trading market for Energy Fuels' common shares is the NYSE American under the trading symbol "UUUU," and the Company's common shares are also listed on the Toronto Stock Exchange under the trading symbol "EFR." For more information on all we do, please visit http://www.energyfuels.com

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This news release contains certain "Forward Looking Information" and "Forward Looking Statements" within the meaning of applicable United States and Canadian securities legislation, which may include, but are not limited to, statements with respect to: any expectation that the Company will maintain its position as a leading U.S.-based uranium and critical minerals company or as the leading producer of uranium in the U.S.; any expectation that the Company will re-commence development activities on the ground, re-establish the Company's community programs or progress the other activities necessary to achieve a positive FID for the Toliara Project; any expectation that the Toliara Project is a 'generational' critical minerals project or that it has the strong potential to operate well beyond many of our lifetimes or at all; any expectation that the Company will continue working with the Government of Madagascar to formalize fiscal and other terms applicable to the Project through an investment agreement, amendments to existing laws or other mechanisms as appropriate; any expectation that rare-earth element production will be added to the existing mining permit; any expectation that the financial and legal stability of the Toliara Project will be maintained; any expectation that the Toliara Project will attain Project Certification or that the other conditions to the Company's funding obligations will be satisfied; any expectation that a positive FID will be made for the Toliara Project and the timing of any such positive FID; any expectation that the Toliara Project will be developed; any expectation that the MOU will create the framework for a long-term mutually beneficial partnership between a U.S. critical mineral company and the people of Madagascar ; and any expectation that the Company will be successful in recovering certain medical isotopes from existing uranium process streams needed for emerging cancer treatments. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "expects," "does not expect," "is expected," "is likely," "budgets," "scheduled," "estimates," "forecasts," "intends," "anticipates," "does not anticipate," or "believes," or variations of such words and phrases, or state that certain actions, events or results "may," "could," "would," "might" or "will be taken," "occur," "be achieved" or "have the potential to." All statements, other than statements of historical fact, herein are considered to be forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements express or implied by the forward-looking statements. Factors that could cause actual results to differ materially from those anticipated in these forward-looking statements include risks associated with: commodity prices and price fluctuations; engineering, construction, processing and mining difficulties, upsets and delays; permitting and licensing requirements and delays; changes to regulatory requirements; legal challenges; competition from other producers; public opinion; government and political actions; the failure of the Company to provide or obtain the necessary financing required to develop the Project; market factors, including future demand for REEs; and the other factors described under the caption "Risk Factors" in the Company's most recently filed Annual Report on Form 10-K, which is available for review on EDGAR at www.sec.gov/edgar.shtml , on SEDAR at www.sedar.com , and on the Company's website at www.energyfuels.com . Forward-looking statements contained herein are made as of the date of this news release, and the Company disclaims, other than as required by law, any obligation to update any forward-looking statements whether as a result of new information, results, future events, circumstances, or if management's estimates or opinions should change, or otherwise. 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. Accordingly, the reader is cautioned not to place undue reliance on forward-looking statements. The Company assumes no obligation to update the information in this communication, except as otherwise required by law.

Cision View original content to download multimedia: https://www.prnewswire.com/news-releases/energy-fuels-and-madagascar-government-execute-memorandum-of-understanding-to-further-advance-toliara-critical-mineral-project-in-madagascar-302323924.html

SOURCE Energy Fuels Inc.

Cision View original content to download multimedia: http://www.newswire.ca/en/releases/archive/December2024/05/c6155.html

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