Global Helium to seek holder OK for plan of arrangement

Mr. Tom Cross reports GLOBAL HELIUM CORP. PROVIDES UPDATE DUE TO POSTAL STRIKE ON MAILING OF CIRCULAR FOR UPCOMING MEETING OF SHAREHOLDERS FOR PLAN OF ARRANGEMENT Further to the press release dated Sept. 25, 2025, Global Helium Corp. has confirmed that, on Sept. 24, 2025, the company mailed the management information circular and related meeting materials to holders of Class A common shares, Series A convertible preferred shares and Series B convertible preferred shares in the capital of the company, as at the record date of Sept. 11, 2025, for the company's coming annual and special meeting of shareholders to be held in person at 1250, 639 5th Ave. Southwest, Calgary, Alta., on Oct. 16, 2025, at 11 a.m. Calgary time. At the meeting, among other things, shareholders will be asked to consider and, if deemed advisable, to pass a special resolution approving the proposed plan of arrangement whereby the purchaser will acquire all of the issued and outstanding securities of the company by way of a statutory plan of arrangement under the provisions of the Business Corporations Act (Alberta). Pursuant to the arrangement agreement dated July 15, 2025, between the company and the purchaser in respect of the proposed transaction, the purchaser will acquire all of the issued and outstanding common shares from their holders, excluding common shares held by holders who have duly exercised dissent rights under the arrangement, for cash consideration of five cents per common share, provided that any registered common shareholder who holds over 250,000 common shares has the option to elect to receive, pursuant to the arrangement, one common share in the capital of the purchaser in exchange for each common share held, provided further that, notwithstanding the foregoing, no fractional purchaser shares will be issued and, in the event that a share-electing shareholder would otherwise be entitled to a fractional purchaser share under the arrangement, the number of purchaser shares issued to such common shareholder will be rounded down to the next lesser whole number of purchaser shares (with no compensation in lieu of such fractional share). The purchaser will also acquire all of the issued and outstanding preferred shares in the capital of the company from the holders thereof excluding preferred shares held by holders who have duly exercised their dissent rights available under the arrangement, for cash consideration of five cents per preferred share plus the amount equal to the accrued and unpaid dividend amount per preferred share as of the business day prior to the effective date of the arrangement, provided that any holder of preferred shares who, if the holder becomes a share-electing preferred shareholder, as defined below, would own more than 250,000 purchaser shares immediately following closing, has the option to elect to receive, pursuant to the arrangement purchaser shares equal to one purchaser share per preferred share plus such number of purchaser shares equal to the accrued and unpaid dividend on such preferred share divided by five cents, further provided that, notwithstanding the foregoing, no fractional purchaser shares will be issued and, in the event that any a share-electing preferred shareholder would otherwise be entitled to a fractional purchaser share under the arrangement, the number of purchaser shares issued to such preferred shareholder will be rounded down to the next lesser whole numer of purchaser shares (with no compensation in lieu of such fractional share). Eligible electing holders who wish to receive purchaser shares have until 4:30 p.m. Calgary time on Oct. 14, 2025, or if the meeting is adjourned, the adjourned meeting or such other later time as the board of directors may determine, to complete an applicable letter of transmittal and deliver the same by courier or in person to the company's transfer agent, Odyssey Trust Company, at Trader's Bank Building 702, 67 Yonge St., Toronto, Ont., M5E 1J8, attention: corporate actions. Election and delivery instructions to receive purchaser shares can be found in the letter of transmittal, and the letter of transmittal is available on the company's SEDAR+ profile and has been posted to the company's website. Eligible shareholders should refer to the circular for further information on how to validly elect to be an electing holder to receive purchaser shares under the arrangement. The circular and related materials for the meeting have also been filed on the company's profile on SEDAR+ and have been posted to the company's website. The company is aware that, as a result of the national strike commenced by the Canadian Union of Postal Workers on Sept. 25, 2025, Canada Post's operations have shut down. To facilitate the delivery of the circular and related materials for the meeting to non-registered shareholders in the event that the strike, lockout, or similar or related events prevent, delay or otherwise interrupt delivery of the circular and related materials for the meeting to non-registered shareholders in the ordinary course by the applicable intermediaries, the company will deliver, by e-mail, a copy of the circular and related materials for the meeting to each non-registered shareholder who requests the same (please direct any requests for copies of the circular and related materials for the meeting to: [email protected]). Note that non-registered shareholders are also encouraged to contact the proxy department at their broker or other intermediary (where their shares are held) who can assist them with the voting process. Non-registered shareholders must follow the voting instructions provided by their broker or other intermediary, and will need their specific 16-digit control number to vote. If you are a registered shareholder, please contact the company at [email protected] to obtain your proxy form so you can cast your vote for the coming meeting. If you hold shares through an intermediary such as a brokerage firm, please contact your intermediary directly for a copy of the proxy form and instructions for voting. On Sept. 4, 2025, the Court of King's Bench of Alberta granted an interim order providing for the calling and holding of the meeting and certain other matters related to the meeting and the arrangement. A copy of the interim order is included in the circular. Such interim order was amended by the court on Oct. 3, 2025 (to facilitate the delivery of the circular and related materials for the meeting to non-registered shareholders by e-mail where requested). The hearing date for the application for the final order of the court is Oct. 22, 2025. Subject to obtaining the required approval of the shareholders at the meeting, the final order and the satisfaction or waiver of other customary closing conditions contained in the arrangement agreement entered into between the company and the purchaser on July 15, 2025, the arrangement is anticipated to be completed on or about Oct. 24, 2025. The circular provides important information on the arrangement and related matters, including voting procedures and instructions for shareholders unable to attend the meeting. Company shareholders are urged to read the circular and its schedules carefully and in their entirety. The circular, the related materials for the meeting and the amended interim order are all available on SEDAR+ under the company's profile. Company shareholders who have questions regarding the arrangement or require assistance should consult their financial, legal, tax or other professional adviser. All of the directors and officers and certain other shareholders of Global, collectively holding an aggregate of approximately 52.5 per cent of the issued and outstanding shares, have entered into voting support agreements with the company and the purchaser pursuant to which they have agreed to, among other things and subject to certain rights of withdrawal, vote their shares in favour of the arrangement resolution. Excluding all shares required to be excluded pursuant to Multilateral Instrument 61-101, the supporting shareholders hold approximately 50.6 per cent of the remaining shares. About Global Helium Corp. Global is an early-stage helium development company focused on the exploration, acquisition, development and production of helium. Global has carved out a differentiated position through a unique farm-in agreement with industry veteran Rubellite Energy Inc., through which the company can access approximately 369,000 acres in Alberta's Manyberries helium trend by joint venture. Global brings a seasoned team of industry professionals and technical experts who have established connections with North American and international helium buyers. We seek Safe Harbor.