Mr. Greg Robb reports

HELIUM EVOLUTION ANNOUNCES $2.7 MILLION FINANCING AND STRATEGIC PARTNERSHIP WITH ENEOS XPLORA INC., SUBSIDIARY OF ENEOS GROUP

Helium Evolution Inc. has formed a strategic partnership with ENEOS Xplora Inc. (ENEOS Xplora) through its affiliated company, ENEOS Xplora USA Ltd. ENEOS Xplora and ENEOS USA are both wholly owned subsidiaries of ENEOS Group, Japan's largest energy, resources and materials conglomerate with current revenue of $91-billion (U.S.).

This transaction marks a major milestone for Helium Evolution, underscoring the company's growth trajectory and strategic positioning in the helium sector. The transaction with ENEOS USA includes an investment agreement and a collaboration agreement between Helium Evolution and ENEOS USA. The partnership significantly bolsters the company's financial strength and growth trajectory and will unlock new opportunities for both parties.

Private placement

Helium Evolution intends to complete a private placement of 15.94 million units at a price of 17 cents per unit to ENEOS USA for total gross proceeds of $2.7-million (the strategic investor private placement).

Helium Evolution also has reserved 11.8 million units for outside investors at the offering price (together with the strategic investor private placement, the offering). Those interested in further information with respect to the offering can contact Helium Evolution at the contact information available at the end of this news release.

The net proceeds from the offering will be used to finance Helium Evolution's 2025 exploration and development program and for general corporate purposes. The first closing of the offering is expected to close on or about March 17, 2025 (the first closing date), with a second closing anticipated on or about March 31, 2025, subject to requisite approvals by the TSX Venture Exchange. Following the second closing date, ENEOS USA will hold approximately 19.9 per cent of Helium Evolution's issued and outstanding shares on a diluted basis.

Collaboration agreement

In addition to the strategic investor private placement, ENEOS USA and Helium Evolution have entered into a collaboration agreement, which forms a key part of the strategic partnership outlined in this news release and includes the following key elements:

• ENEOS USA will have the right to participate in future financing of Helium Evolution to maintain its pro rata undiluted percentage of Helium Evolution common shares following the completion the offering.
• ENEOS USA will establish a practice of seconding personnel to Helium Evolution in roles and durations mutually agreed upon to provide the company access to ENEOS USA's operational expertise and global network.
• Helium Evolution and ENEOS USA will share technical information to support the further development of the company's extensive land base and to ensure a transparent and productive relationship.

Helium Evolution's remarks

"The strategic partnership with ENEOS Xplora marks a transformational moment for Helium Evolution," said Greg Robb, chief executive officer of Helium Evolution. "Securing this investment from a subsidiary of global energy leader like ENEOS Group with $91-billion in revenues validates our vision and the potential of our Saskatchewan helium assets. ENEOS Xplora's deep operational expertise, global network and resources will significantly derisk our development and exploration plans and strengthen our position in the global helium market."

The units

Each unit will be comprised of one common share of the company and one-half of one common share purchase warrant. Each warrant will entitle the holder thereof to acquire one common share of the company at a price of 27 cents for a period of one year from the applicable closing dates, with an acceleration feature if the closing price over a 30-day period remains at or above 51 cents per common share at any time following the six-month anniversary of closing.

The unit shares, warrants and warrant shares issued pursuant to the offering will be subject to a six-month hold period from the applicable closing dates, in accordance with the terms of the investment agreement.

About ENEOS Xplora

ENEOS Xplora is engaged in the development and production of oil and natural gas in Japan and around the world as one of the principal operating companies of the ENEOS Group, Japan's largest energy, resources and materials conglomerate.

In response to the global movement towards carbon neutrality, ENEOS Xplora is promoting a two-pronged approach, through which ENEOS Xplora aims to cultivate and enhance environment-friendly business as well as focus on their conventional oil and natural gas development and production.

While the safe and stable supply of energy has always been and will continue to be ENEOS Xplora's mission, in order to create greater social value within the carbon neutral trend, guided by its corporate philosophy, "explore the Earth and create value" ENEOS Xplora will leverage its subsurface technology and innovative creativity to be a key player working toward a sustainable society.

About Helium Evolution Inc.

Helium Evolution is a Canadian-based helium exploration company holding the largest helium land rights position in North America among publicly traded companies, focused on developing assets in Southern Saskatchewan. The company has over five million acres of land under permit near proven discoveries of economic helium concentrations which will support scaling the exploration and development efforts across its land base. Helium Evolution's management and board are executing a differentiated strategy to become a leading supplier of sustainably produced helium for the growing global helium market.

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