EARLY WARNING REPORT ISSUED PURSUANT TO NATIONAL INSTRUMENT 62-103 - ACQUISITION OF SECURITIES OF HELIUM EVOLUTION INCORPORATED

Executive Summary

• ENEOS Xplora USA Limited acquired an additional 40,039,243 common shares of Helium Evolution Inc. by converting a $8.3 M convertible note and accrued interest at $0.21 per share.
• Post‑acquisition, ENEOS Xplora holds approximately 40.12% of Helium Evolution’s issued and outstanding common shares on a non‑diluted basis (≈44.44% partially diluted).
• The transaction triggers an Early Warning Report under National Instrument 62‑103, which will be filed on SEDAR+.

Key Details

• Acquisition Mechanics: Conversion of a convertible note principal amount of $8,300,000 plus all accrued and unpaid interest into 40,039,243 common shares at $0.21 per share.
• Pre‑acquisition Ownership: ENEOS Xplora owned/controlled 25,362,000 common shares, 12,681,000 warrants, and the note – representing ~20.62% (non‑diluted) or ~28.04% (partially diluted) of Helium Evolution’s equity.
• Post‑acquisition Ownership: ENEOS Xplora now controls 65,401,243 common shares and retains 12,681,000 warrants – representing ~40.12% (non‑diluted) or ~44.44% (partially diluted) of the company’s equity.
• Purpose: Shares were acquired for investment purposes; ENEOS Xplora may adjust its stake in the future based on market conditions and other opportunities.
• Regulatory Filing: An Early Warning Report will be filed with securities regulators in each relevant jurisdiction and made available on SEDAR+ (www.sedarplus.ca).

Notable Quotes

(No direct quotes were provided in the release.)