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

TSXV: HEVI

VANCOUVER, BC, Aug. 29, 2025 /CNW/ - This news release is related to the securities of Helium Evolution Incorporated (the "Issuer"). ENEOS Xplora USA Limited (the "Acquiror") announces that it acquired a convertible note in the principal amount of $8,300,000 (the "Note") pursuant to the terms of a convertible note purchase agreement dated August 25, 2025 (the "Acquisition"). The Note matures on August 29, 2027 (the "Maturity Date") and the Issuer will pay interest on the outstanding principal amount of the note at a rate per annum equal to 8.50%, payable in arrears on the Maturity Date.

Immediately prior to the Acquisition, the Acquiror owned and/or had control over an aggregate of 25,362,000 Common Shares and 12,681,000 Warrants, representing approximately 20.62% of the issued and outstanding Common Shares, on a non-diluted basis, and 28.04% of the issued and outstanding Common Shares on a partially diluted basis, assuming exercise of the Warrants owned by the Acquiror.

Following completion of the Acquisition, the Acquiror had beneficial ownership and control and direction over an aggregate of 25,362,000 Common Shares, 12,681,000 Warrants and the Note in the principal amount of $8,300,000, representing approximately 20.62% of the issued and outstanding Common Shares, on a non-diluted basis, and 28.04% of the issued and outstanding Common Shares on a partially diluted basis, assuming exercise of the Warrants owned by the Acquiror. The number of Common Share to be acquired, if any, upon conversion of the Note cannot be determined at this time as the conversion price has not been set.

The Acquiror acquired the Note for investment purposes. The Acquiror may, depending on market and other conditions, increase or decrease its ownership of the Issuer's securities, whether in the open market, by privately negotiated agreements or otherwise, subject to a number of factors, including general market conditions and other available investment and business opportunities.

National Instrument 62-103 also requires a report to be filed with regulatory authorities in each of the jurisdictions containing additional information with respect to the foregoing matters (the "Early Warning Report"). A copy of the Early Warning Report will appear with the Issuer's documents under the Issuer's profile on SEDAR+ at www.sedarplus.ca.

SOURCE ENEOS Xplora USA Limited

For further information, or to obtain a copy of the Early Warning Report filed under applicable securities laws, please contact Shota Imamura, Manager, Business Development of the Acquiror at [email protected].