Helium Evolution Incorporated — Capital/Financing Update 2025

Jun 9, 2025

FORM 51-102F3

MATERIAL CHANGE REPORT

ITEM 1. NAME AND ADDRESS OF COMPANY

Helium Evolution Incorporated (the "Company")
400, 505 3rd Street SW
Calgary, Alberta
T2P 3E6

ITEM 2. DATE OF MATERIAL CHANGE

May 30, 2025

ITEM 3. NEWS RELEASE

A press release was disseminated on June 2, 2025 via GlobeNewswire.

ITEM 4. SUMMARY OF MATERIAL CHANGE

The Company announced the closing of a second tranche (the "Second Tranche") of a non-brokered private placement of units of the Company (the "Units") at an issue price of $0.19 per Unit (the "Offering") for gross proceeds of $2,029,880.

ITEM 5.1 FULL DESCRIPTION OF MATERIAL CHANGE

The Company announced that it has closed the Second Tranche of the Offering, issuing 10,683,579 Units for gross proceeds of $2,029,880. Each Unit is comprised of one common share of the Company (each, a "Unit Share") and one half of one common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant entitles the holder thereof to acquire one common share of the Company (each, a "Warrant Share") at a price of $0.305 for a period of 12 months from the closing date of the Second Tranche, with an acceleration feature if the closing price over a 30-day period remains at or above $0.57 per common share at any time following the six-month anniversary of the Closing Date.

The net proceeds from the Offering will be used to fund the Company's 2025 exploration program and for general corporate purposes. The closing of the Offering is subject to receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange (the "TSXV"). The Unit Shares, Warrants and Warrant Shares will be subject to a period of four months and one day in accordance with applicable securities laws. Further, the terms of the subscription further restrict the purchaser from disposing of the Unit Shares, Warrants and Warrant Shares for a period of six months from the closing of the transaction.

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In the Second Tranche ENEOS Xplora USA Limited ("ENEOS"), a holder of greater than 10% of the common shares of the Company, subscribed for 9,422,000 Units. Additionally, certain directors of the company subscribed for Units, with Mr. Michael Graham subscribing for 535,000 Units, Mr. James Baker subscribing for 263,158 Units, Mr. Philip Hughes subscribing for 263,421 Units and Mr. Brad Wall subscribing for 100,000 Units (collectively, the "Directors"). The issuance of Units to ENEOS and the Directors is considered a "related party transaction" under Multilateral Instrument 61-101 - Protection of Minority Securityholders in Special Transactions ("MI 61-101"). The Company intends to rely on the exemptions from the valuation and the minority approval requirements of MI 61-101 provided for in subsections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, as the fair market value of the subject matter of, and the consideration paid in the Offering, in relation to ENEOS and the Directors, does not represent more than 25% of the Company's market capitalization, as determined in accordance with MI 61-101. Following completion of the Second Tranche, ENEOS holds 20.62% of the outstanding common shares of the Company (on an undiluted basis) and approximately 23.44% on a fully diluted basis.

The participation by ENEOS and the Directors in the Offering has been approved by directors of the Company who are independent in connection with such transactions. The Company did not file a material change report more than 21 days before the expected closing of the Second Tranche, as the details of the Second Tranche were not finalized until immediately prior to the closing and the Company wished to close the transaction as soon as practicable for sound business reasons.

ITEM 5.2 DISCLOSURE FOR RESTRUCTURING TRANSACTIONS
N/A

ITEM 6. RELIANCE ON SECTION 7.1(2) OF NATIONAL INSTRUMENT 51-102
N/A

ITEM 7. OMITTED INFORMATION
N/A

ITEM 8. EXECUTIVE OFFICER
Greg Robb, President & Chief Executive Officer
(587) 330-2459

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ITEM 9. DATE OF REPORT

June 9, 2025

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FORWARD-LOOKING STATEMENTS

This material change report contains "forward-looking statements" within the meaning of Canadian securities legislation. These include, without limitation, statements with respect to the use of proceeds from the Offering. Forward-looking statements are necessarily based on a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties and other factors which may cause actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to the Company may reallocate the proceeds of the Offering for reasons that management believes are in the Company's best interests; the Company may choose to defer, accelerate or abandon its exploration plans; general business, economic and regulatory risks; capital and operating costs varying significantly from management estimates; delays in obtaining or failures to obtain required governmental, environmental or other project approvals; uncertainties relating to the availability and costs of financing needed in the future; inflation; fluctuations in commodity prices; delays in the development of projects; and the other risks involved in the helium exploration and development industry generally. Although the Company believes that the assumptions and factors used in preparing the forward-looking statements are reasonable, undue reliance should not be placed on these statements, which only apply as of the date of this material change report, and no assurance can be given that such events will occur in the disclosed time frames or at all. Except where required by law, the Company disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

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