Mr. Andrew Davidson reports

ROYAL HELIUM ANNOUNCES $7.0 MILLION BOUGHT DEAL CONVERTIBLE DEBENTURE PRIVATE PLACEMENT TO FINALIZE STEVEVILLE FUNDING FOR 2ND OFFTAKE CONTRACT PRICED AT US$625/MCF

Royal Helium Ltd. has entered into an agreement with Eight Capital, pursuant to which Eight Capital has agreed to purchase for resale, on a bought deal private placement basis, 7,000 non-transferable unsecured convertible debenture units of the company, with a maturity date of June 1, 2026. Each debenture unit shall consist of one 12 per cent unsecured convertible debenture in the principal amount of $1,000 and 2,703 common share purchase warrants. Each warrant shall entitle the holder thereof to purchase one common share of the company at an exercise price of 40 cents per warrant share for a period of 36 months.

The convertible debentures will be convertible at the holder's option into shares at any time prior to the close of business on the earlier of the business day immediately preceding the maturity date and the date fixed for redemption of the convertible debentures at a conversion price of 37 cents per share.

Andrew Davidson, president and chief executive officer of Royal Helium, stated: "We are pleased to have secured the funding required to both complete the final preparation of the Steveville plant, inclusive of all associated mid-stream and logistics costs, and to advance exploration activities in Saskatchewan and Alberta. We are excited to initiate our cash flow engine at Steveville, which was recently enhanced by the signing of a second offtake contract at a price of $625 (U.S.) per thousand cubic feet. With the full production from Steveville now allocated, we are beginning the process of defining the next round of volumes that we can bring to market. Management and the board are excited about the continued growth prospects for the company and will be participating as part of the president's list, which will be a minimum of $1.0-million."

The interest on the convertible debentures shall be payable semi-annually in arrears, beginning on Dec. 31, 2023. At the company's option, provided no event of default has occurred and is continuing and provided all applicable regulatory approvals have been obtained (including any required approval of any stock exchange on which the shares are listed), interest may be paid in cash or paid in kind through the issuance of freely tradable shares. The number of shares to be issued in satisfaction of the company's interest obligation shall be calculated based on the four-day volume-weighted average price of the shares commencing two trading days immediately prior to the notice from the company that it has elected to satisfy its interest obligations in shares.

The net proceeds of the offering will be used to finance capital expenditures related to the Steveville production facilities, and exploration activities in Saskatchewan and Alberta, and for general corporate purposes.

The convertible debentures and the warrants comprising the debenture units (and any shares issuable upon conversion or exercise thereof, as applicable) will be subject to a statutory hold period in Canada of four months and one day following the closing date. The offering is subject to normal regulatory approvals, including approval of the TSX Venture Exchange, and is expected to close on or about June 9, 2023.

As any directors and officers of the company who participate in the offering are insiders of the company, their participation in the offering is considered a related-party transaction pursuant to Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The company will rely on sections 5.5(a) and 5.7(1)(a) of MI 61-101 for exemptions from the requirements to obtain a formal valuation and minority shareholder approval, respectively, because the fair market value of their participation will be below 25 per cent of the company's market capitalization for the purposes of MI 61-101.

About Royal Helium Ltd.

Royal Helium is an exploration, production and infrastructure company with a primary focus on the development and production of helium. The company controls over one million acres of prospective helium permits and leases across Southern Saskatchewan and southeastern Alberta. Given the current and foreseeable global undersupplied nature of this critical and non-renewable product, Royal Helium is well positioned to be a leading North American producer of this increasingly high-value commodity.

Royal Helium's helium reservoirs are carried primarily with nitrogen. Nitrogen is not considered a greenhouse gas (GHG) and therefore has a low GHG footprint when compared with other jurisdictions that rely on large-scale natural gas production for helium extraction. Helium extracted from wells in Saskatchewan and Alberta can be up to 90 per cent less carbon intensive than helium extraction processes in other jurisdictions.

We seek Safe Harbor.