Vancouver, British Columbia--(Newsfile Corp. - May 8, 2025) - Altura Energy Corp., (TSXV: ALTU) (FSE: Y02) (formerly, Total Helium Ltd.) ("the "Company") is pleased to announce that it will change its name to "Altura Energy Corp." (the "Name Change") and implemented its previously announced consolidation of the issued and outstanding common shares of the Company (the "Common Shares") on the basis of ten (10) pre-consolidation Common Shares for one (1) post consolidation Common Share of the Company (the "Consolidation"). Effective at the market opening on May 12, 2025 (the "Effective Date") the Common Shares are expected to commence trading under the new name, on a post-Consolidated basis, under the new ticker symbol "ALTU".
Following the Consolidation, the Company will have approximately 10,239,354 Common Shares issued and outstanding. In connection with the Consolidation and the Name Change, the Common Shares of the Company are expected to trade under the new CUSIP 02210E101 and ISIN CA02210E1016.
Registered shareholders who hold Common Shares represented by a physical certificate or direct registration system advice ("DRS Advice") will receive a letter of transmittal from the transfer agent for the Company, Computershare Trust Company of Canada, with instructions on how to exchange their existing certificates or DRS Advices for certificates or DRS Advices representing post-Consolidation Common Shares. Beneficial shareholders holding their Common Shares through an intermediary, such as a brokerage firm, bank, dealer or similar organization, should note that such intermediary might have different procedures for processing the Consolidation than the procedures for registered shareholders. Beneficial shareholders who have any questions in this regard are encouraged to contact their intermediary.
In addition to Common Shares, the Company currently has 37,500,000 share purchase warrants outstanding, of which 12,500,000 are exercisable to acquire a pre-Consolidation Common Share, at a price of $2.00 per Common Share, until November 8, 2026 (the "2026 Warrants") and 25,000,000 are exercisable to acquire a pre-Consolidation Common Share, at a price of $0.75 per Common Share, until May 1, 2028 (the "2028 Warrants").
The 2026 Warrants are currently listed for trading on the TSX Venture Exchange under the ticker symbol "TOH.WT". As a result of the Consolidation of the Company's Common Shares, every ten (10) 2026 Warrants will collectively be exercisable for one (1) post-Consolidation Common Share, at an adjusted exercise price of $20.00 per post-Consolidation Common Share. Each individual 2026 Warrant will now entitle the holder to acquire 0.1 of one post-Consolidation Common Share, until November 8, 2026, subject to an acceleration clause, as detailed below. The number of outstanding 2026 Warrants remains unchanged. The 2026 Warrants may only be exercised in a sufficient number to acquire whole numbers of Common Shares. Each fractional Common Share shall be rounded down to the nearest whole Common Share.
The original acceleration clause permitted the Company to accelerate the expiry of the 2026 Warrants if the volume-weighted average trading price ("VWAP") of the Common Shares on the TSX Venture Exchange equaled or exceeded $3.00 for 20 consecutive trading days. Following the Consolidation, this VWAP has been adjusted to $30.00 per post-Consolidation Common Share.
Following completion of the Consolidation, the 2026 Warrants will continue to be listed on the TSX Venture Exchange, but are expected to commence trading the new name, on a post-Consolidated basis, under the new ticker symbol "ALTU.WT" at the market open on the Effective Date. The 2026 Warrants are expected to trade under the new CUSIP 02210E119 and ISIN CA02210E1198.
As a result of the Consolidation of the Company's Common Shares, every ten (10) 2028 Warrants will collectively be exercisable for one (1) post-Consolidation Common Share, at an adjusted exercise price of $7.50 per post-Consolidation Common Share. Each individual 2028 Warrant will now entitle the holder to acquire 0.1 of one post-Consolidation Common Share, until May 1, 2028. The number of outstanding 2028 Warrants remains unchanged. The 2028 Warrants may only be exercised in a sufficient number to acquire whole numbers of Common Shares. Each fractional Common Share shall be rounded down to the nearest whole Common Share. The 2028 Warrants are expected to remain delisted, but are expected to have a new CUSIP 02210E127 and ISIN CA02210E1271.
The Company still intends to proceed with an amendment to the exercise price of the 2028 Warrants, such that the exercise price will be reduced to $0.25 per post-Consolidation Common Share (the "Amendment"). In accordance with the policies of the TSX Venture Exchange, in the event the closing price of the post-Consolidation Common Shares exceeds $0.3125 for a period of ten consecutive trading days, the term of the 2028 Warrants will be automatically accelerated to the date that is thirty (30) calendar days beginning no more than the seventh (7th) calendar day after the tenth trading day giving rise to acceleration. The Amendment remains subject to approval by the holders of the 2028 Warrants, as well as the TSX Venture Exchange. The Company will provide a further update regarding the effective date for the Amendment once such approvals have been obtained. For further information regarding the proposed amendment, readers are encouraged to review the news release issued by the Company on April 25, 2025.
ABOUT TOTAL HELIUM LTD.
Total Helium is a helium exploration and production company with interests in the prolific Holbrook basin of Arizona. For more information, please visit SEDAR+ (www.sedarplus.ca) and the Company's website (www.totalhelium.com).
FOR FURTHER INFORMATION
Robert Johnston CEO & Director +1 604-609-6110
Forward Looking Statements
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.
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.
