NORTH AMERICAN INDUSTRIAL GASES INC. - Early Warning Report Filed Pursuant to National Instrument 62-103

VANCOUVER, BC, Dec. 2, 2025 /CNW/ - North American Industrial Gases Inc. ("North American"), a wholly owned subsidiary of Airlife Gases Private Limited, is issuing this press release pursuant to the requirements of National Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting Issues in connection with North American's acquisition of securities of Royal Helium Ltd. (the "Issuer").

On November 28, 2025, North American acquired a total of 79,901,328 Class A common voting shares of the Issuer (the "Acquired Shares" and each Class A voting share of the Issuer, a "Common Share") and 4,000,000 share purchase warrants of the Issuer (the "Warrants", and together with the Acquired Shares, the "Acquired Securities") representing approximately 56.40% of the issued and outstanding Common Shares on a non-diluted basis and 57.60% of the issued and outstanding Common Shares on a partially diluted basis. Each Warrant entitles North American to purchase one Common Share at a price of $0.65 per share for a period of 36 months.

North American did not own any securities of the Issuer prior to the acquisitions described herein.

North American acquired the Acquired Shares pursuant to a three-cornered amalgamation transaction (the "Transaction") whereby, among other things, Keranic Industrial Gas Inc. ("Keranic") and 102218200 Saskatchewan Inc. ("Subco"), a subsidiary of the Issuer, amalgamated (the "Amalgamation") to form a new wholly owned subsidiary ("Amalco") of the Issuer pursuant to proceedings commenced under the Companies' Creditors Arrangements Act (Canada) (the "CCAA Proceedings"). The Issuer and its subsidiaries have exited the CCAA Proceedings.

The Transaction was completed pursuant to a reverse vesting order approved by the Court of King's Bench (Alberta). Prior to the Amalgamation, the Issuer's outstanding Common Shares were consolidation on an 8:1 basis, and the Articles of the Issuer were amended to distinguish between two classes of shares: the Common Shares and the Class B preferred non-voting shares.

On November 28, 2025, prior to closing of the Transaction, North American held 4,000,000 Keranic subscription receipts (the "Subscription Receipts") which converted into 4,000,000 units of Keranic, each unit consisting of one common share of Keranic (a "Keranic Share") and one Keranic Share purchase warrant (a "Keranic Warrant").  Pursuant to the Amalgamation, such Keranic Shares and Keranic Warrants were exchanged for 4,000,000 Acquired Shares and 4,000,000 Warrants. North American previously paid Keranic the sum of $2,000,000 to subscribe for the 4,000,000 Subscription Receipts.

In addition, on November 28, 2025, prior to the Amalgamation, North American subscribed for 44,117,647 Keranic Shares at a price of $0.02108 per share pursuant to a share purchase and reorganization agreement between Keranic and North American dated August 21, 2025, as amended (the "Keranic Share Purchase Agreement").  Also on November 28, 2025 and prior to the Amalgamation, North American purchased 31,783,681 Keranic Shares from Research Capital Financial Corporation ("RCFC") at a price of $0.035 per Keranic Share;  RCFC had subscribed for such Keranic Shares at and for a price of $0.02108 per share and immediately resold such Keranic Shares to North American.

North American acquired the Common Shares and Warrants described herein for investment purposes.

This news release is issued pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues. An early warning report will be electronically filed with the applicable securities commission in each jurisdiction where the Issuer is a reporting issuer and will be available on the Issuer's SEDAR+ profile at www.sedarplus.ca. A copy of the report can also be obtained by contacting North American at 876 Kingsway, Vancouver BC V5V 3C3, Canada, Tele: [phone].

The head office of the Issuer is located at Suite 602, 224 4th Avenue South, Saskatoon, Saskatchewan S7K 5M5, Canada. 

SOURCE North American Industrial Gases Inc.