Total Helium Announces Automatic Exercise of Special Warrants

VANCOUVER, BC, June 27, 2023 /CNW/ - Total Helium Ltd. (TSXV: TOH) (OTCQB: TTLHF) (FRA: Y02.F) (the "Company") is pleased to announce that it has obtained a receipt from the securities regulatory authorities in the Provinces of British Columbia, Alberta, Saskatchewan and Ontario for a final short-form prospectus (the "Prospectus") dated June 21, 2023. The Prospectus qualifies the distribution of an aggregate of 25,000,000 units (each, a "Unit") of the Company, which are issuable for no additional consideration upon the deemed exercise of an equivalent number of special warrants (the "Special Warrants").

The Special Warrants were previously issued pursuant to a brokered private placement (the "Offering") completed by the Company on May 1, 2023, at a price of $0.50 per Special Warrant for gross proceeds of $12,500,000. The Offering was led by Haywood Securities Inc.

In accordance with the terms of the special warrant indenture, dated May 1, 2023, between the Company and Computershare Trust Company of Canada ("Computershare"), as special warrant agent, each Special Warrant has been automatically exercised into one Unit. Each Unit is comprised of one common share of the Company, and one common share purchase warrant (each, a "Warrant"). Each Warrant entitles the holder to acquire an additional common share at a price of $0.75 per share at any time up to May 1, 2025. The Warrants are subject to the terms of a warrant indenture, dated May 1, 2023, between the Company and Computershare, as warrant agent.

The Prospectus also qualifies the distribution of 1,500,000 compensation options (the "Compensation Options") underlying the compensation special warrants issued as partial consideration for the Offering. Each Compensation Option entitles the holder to purchase one Unit at a price of $0.50 per Unit at any time up to May 1, 2025.

For further information regarding the Offering, readers are encouraged to refer to the Prospectus, as well as the news release issued by the Company on May 1, 2023, copies of which are available under the profile for the Company on SEDAR (www.sedar.com).

On behalf of the Board,

Robert B. Price, Director and CEO

Total Helium Ltd. - www.totalhelium.com

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.

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.

SOURCE Total Helium Ltd