Keranic Industrial Gas Announces Acquisition of Royal Helium Ltd., Including All Core Area Helium Assets, $9.5 Million in New Financings, Planned Public Relisting of Equity and Near-Term Restart of Plant Facility and Helium Sales

Saskatoon, Saskatchewan--(Newsfile Corp. - June 24, 2025) - Keranic Industrial Gas Inc. ("Keranic" or the "Company") is pleased to announce that it has entered into a binding 60-day exclusivity agreement with Royal Helium Ltd., Royal Helium Exploration Limited, and Imperial Helium Corp. (collectively, "Royal Helium") for a proposed business combination ("Transaction"), subject to the approval of the Court of King's Bench of Alberta and conditional approval from the TSX Venture Exchange (the "TSXV"). The Transaction includes Royal Helium's four core areas with multiple helium discoveries and widespread helium concentrations across a large, ~600,000-acre land position strategically located across Saskatchewan's and Alberta's helium corridors, alongside the recently built Steveville plant facility and pipeline infrastructure capable of processing 15,000 mcf/day of raw gas. The Steveville plant facility will be restarting production within 12 weeks following the completion of the Transaction, leveraging on a helium-focused management team and past commercial relationships to secure offtake agreements.

The proposed Transaction, if completed, would involve a reverse vesting structure under the Companies' Creditors Arrangement Act (Canada) (the "CCAA"), whereby Keranic would assume control of Royal Helium, while excluding certain non-core assets and all the liabilities into a residual entity.

The exclusivity agreement provides for:

• A 60-day period during which Royal Helium will not solicit or engage in alternative transactions;
• Execution of the definitive agreement ("Definitive Agreement");
• Court application for the approval of the Transaction and reverse vesting order, which is required to effect the proposed structure;
• Conditional TSXV approval for the listing of the resulting issuer's common shares following completion of the Transaction under the name of Keranic Industrial Gas Inc.

In accordance with the proposed Definitive Agreement, Keranic will assume control of the amalgamated group and will continue development and commercialization of the helium fields in Saskatchewan and Alberta, advancing projects currently owned by Royal Helium.

The Definitive Agreement proposes for Keranic to acquire Class A common shares of Royal Helium in the Sale Investment and Solicitation Process in the CCAA proceedings to be funded by a combination of debt and equity. The final terms and conditions of the Transaction will be set out in the Definitive Agreement such that Royal Helium will acquire all of the then issued and outstanding common shares of Keranic pursuant to a reverse takeover transaction ("RTO") and the common shares of the resulting issuer will be listed ("Listing") for trading on the TSX Venture Exchange or such other recognized Canadian stock exchange.

"This exclusivity agreement sets the stage for a transformative opportunity," said Andrew Davidson, President and CEO of Keranic. "We believe the combination of Royal Helium's assets with Keranic's industrial gas expertise and financial backing positions Keranic to be a leader within the Canadian helium sector and its next phase of growth."

The Transaction will be fully funded by a combination of: (i) a secured term loan, provided by a private lender, and (ii) equity financing (as described below).

Keranic has entered into an agreement with Research Capital Corporation to act as the sole agent and sole bookrunner (the "Agent") on a commercially reasonable efforts basis, private placement of subscription receipts of Keranic ("Subscription Receipts") at a price of $0.50 per Subscription Receipt (the "Offering").

Each Subscription Receipt will entitle the holder thereof, without payment of any additional consideration and without further action on the part of the holder, upon the satisfaction of the Escrow Release Conditions (as defined herein) to receive one unit of Keranic (a "Unit"). Each Unit will consist of one common share of Keranic (a "Keranic Share") and one common share purchase warrant ("Keranic Warrant"). Each Keranic Warrant will entitle the holder to purchase one Keranic Share (a "Warrant Share") at an exercise price of $0.65 per Warrant Share until the date that is 36 months following the satisfaction or waiver of the Escrow Release Conditions (defined herein).

Core Area #1: Steveville Helium Purification Facility, Alberta

Since commercial production in December 2023, Royal Helium has delivered multiple trailers of high purity helium to its end customer in the aerospace and defence industry. Royal Helium had previously entered into offtake agreements with end customers that purchased all of the helium volumes from this flagship facility; these two offtake agreements were at an average net sales price of approximately USD $500 per mcf or approximately CAD $700 per mcf.

Keranic is planning to execute a "turn key" recommissioning plan to restart the Steveville plant facility with the original plant engineering firm that designed the facility. Keranic is targeting to recommission the facility to restart production within 12-15 weeks following the completion of the Transaction, ramping up its throughput volumes and reach maximum capacity of 15,000 Mcf/day in a few months thereafter. The processing facility at Steveville will be fed by highly productive Devonian horizons that will provide material cash flow.

The Steveville plant is designed to process 15,000 Mcf/day of raw gas fed by the two 100% owned helium wells at Steveville, Alberta and produce 22,000 mcf of 99.999% helium per year. The engineered life of the plant is 25 years, produces enough fuel gas to power the plant itself, and is capable of producing up to 22,000,000 pounds of commercial CO2.

Core Area #2: 40-Mile Project, Alberta - High Impact New Appraisal Drilling

The 40 Mile project is comprised of one historic well that was drilled, flow tested and assayed. This well flowed at exceptionally high rates during initial testing and returned helium concentrations exceeding anything that Royal has tested or produced to date.

Seismic work at 40 Mile was completed in 2023, producing multiple seismically defined drill targets across multiple prospective zones.

Core Area #3: Climax/Cadillac Project, Saskatchewan - Developing in the Existing Helium Fairway

The core of Royal's Saskatchewan lands are located within the prolific Southwestern Saskatchewan Helium fairway that features highly economic helium concentrations coupled with multiple helium purification facilities near its borders. Extensive geological and geophysical subsurface work has been completed in the Climax/Cadillac corridor and, with many new analog wells adjacently offsetting these core lands, the team has identified and selected numerous new drilling targets among these three project areas.

The amount of drilling and testing data available in the area has helped verify the subsurface model and increased the understanding of the different Helium play types that are found in Saskatchewan and more importantly on Royal leasehold.

Core Area #4 :Val Marie Project, Saskatchewan - Testing of an Already Drilled Well

The Val Marie helium project comprises a 21 year lease land package representing approximately 3 per cent of the current helium permit and lease lands across Saskatchewan and Alberta. Val Marie is located immediately north of the Saskatchewan-Montana border sitting atop the Bowdoin Dome, a large geological uplift system that has been a prolific natural gas production area with successful helium production wells recently drilled on the Montana side of the structure.

The Val Marie project was drilled in August of 2022 with some of the highest helium showings to date from drill bit gas detection equipment from multiple stacked zones - the Duperow, Souris River and Deadwood formations.

Additional Details on Equity Offering

In addition, Keranic has granted the Agent an option to offer up to an additional number of Subscription Receipts for gross proceeds of up to 15% of the gross proceeds of the Offering at any time up to 48 hours prior to closing of the Offering.

The net proceeds of the Offering will be used to partially fund the Transaction, restart operations at the Steveville helium processing facility.

The Offering is anticipated to close on or about July 21, 2025, or such later date as Keranic and the Agent may agree upon (the "Closing Date"). The closing of the Offering is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and other approvals.

The gross proceeds of the Offering, less the Agents' expenses and 50% of the cash commission will be deposited and held by a licensed Canadian trust company or other escrow agent (the "Escrow Agent") mutually acceptable to RCC (as defined herein) and , Keranic in an interest bearing account (the "Escrowed Funds") pursuant to the terms of a subscription receipt agreement to be entered into on the Closing Date among Keranic and RCC, and the Escrow Agent. The Escrowed Funds (less 50% of the remaining cash commission and any remaining costs and expenses of the Agent) will be released from escrow to the Combined Company, as applicable, upon satisfaction of the following conditions (collectively, the "Escrow Release Conditions") no later than the 90^th day following the Closing Date, or such other date as may be mutually agreed to in writing between Keranic and RCC (the "Escrow Release Deadline"), including:

(A) the completion, satisfaction or waiver of all conditions precedent to the Transaction and RTO in accordance with the Definitive Agreement, to the satisfaction of RCC;

(B) the completion and funding of a debt financing to fund the Transaction;

(C) the completion of the Share Consolidation;

(D) the receipt of all required shareholder and regulatory approvals, including, without limitation, the court approval for the Transaction;

(E) the representations and warranties of the Company contained in the agency agreement to be entered into in connection with the Offering being true and accurate in all material respects, as if made on and as of the escrow release date; and

(F) the Company and RCC having delivered a joint notice and direction to the Escrow Agent, confirming that the conditions set forth in (A) to (E) above have been met or waived.

If (i) the satisfaction of the Escrow Release Conditions does not occur on or prior to the Escrow Release Deadline, or such other date as may be mutually agreed to in writing among Keranic and RCC, or (ii) Keranic has advised RCC and the public that it does not intend to proceed with the Transaction (in each case, the earliest of such times being the "Termination Time"), then all of the issued and outstanding Subscription Receipts shall be cancelled and the Escrowed Funds shall be used to pay holders of Subscription Receipts an amount equal to the issue price of the Subscription Receipts held by them (plus an amount equal to a pro rata share of any interest or other income earned thereon).

This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act") or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.

Transaction Details

Completion of any transaction remains subject to the negotiation and execution of definitive agreements, Court approval of the transaction structure, conditional acceptance of the TSXV, and other customary conditions. There is no assurance that a definitive agreement will be entered into or that the transaction will be completed as proposed or at all.

Further updates on the Transaction will be provided as material developments occur.

Advisors

Research Capital Corporation acted as financial advisors in connection with the Transaction.

About Keranic Industrial Gas Inc.

Keranic is a Canadian industrial gas company focused on the production, purification, and commercialization of high-purity helium and associated gases. The Company is building a vertically integrated platform to serve strategic sectors such as aerospace, healthcare, and critical manufacturing, with a strong emphasis on carbon efficiency and regulatory alignment.

About Royal Helium Ltd.

Royal Helium is a publicly listed helium exploration and production company with a strategic portfolio of assets across Western Canada. The company holds significant infrastructure and resource positions in known helium-producing formations.

Forward-Looking Information

This news release contains "forward-looking information" within the meaning of applicable securities laws, including statements related to the negotiation and completion of a proposed amalgamation transaction, anticipated approvals from the TSX Venture Exchange and the Court of King's Bench of Alberta, the expected structure and outcome of the proposed reverse vesting transaction, the Company's capital raising efforts, , and plans to restart operations at the Steveville facility. Forward-looking information is subject to known and unknown risks, uncertainties, and other factors that may cause actual events or results to differ materially from those expressed or implied. These risks include, but are not limited to, the ability to obtain necessary approvals, secure sufficient financing, enter into definitive agreements, and execute the transaction as contemplated. Readers are cautioned not to place undue reliance on forward-looking statements. Except as required by law, the Company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events, or otherwise.

TSX Venture Exchange Disclaimer

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.

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