Helium Evolution Incorporated — M&A Activity 2021

Sep 21, 2021

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE OR FOR DISSEMINATION IN THE UNITED STATES

DUCKHORN VENTURES AND HELIUM EVOLUTION ANNOUNCE SIGNING OF DEFINITIVE BUSINESS COMBINATION AGREEMENT

VANCOUVER, BC and CALGARY, AB – September 20, 2021 – Duckhorn Ventures Ltd (“ Duckhorn ” or the “ Company ”) and Helium Evolution Incorporated (“ HEI ”) are pleased to announce the signing of a definitive business combination agreement effective as of September 19, 2021 (the “ Agreement ”) whereby Duckhorn will acquire all of the issued and outstanding securities of HEI by way of a threecornered amalgamation (the “ Amalgamation ”) involving HEI, Duckhorn and 2374145 Alberta Ltd., a wholly-owned subsidiary of Duckhorn. Upon completion of the Amalgamation, Duckhorn anticipates changing its name to Helium Evolution Incorporated (“ Resulting Issuer ”) or such other name as may be determined by the parties to the Agreement.

Completion of the Amalgamation is subject to a number of conditions including, without limitation, completion of a concurrent private placement for aggregate gross proceeds of a minimum of $8.5 million, the approval of the TSX Venture Exchange to list the shares of the Resulting Issuer, the receipt of all requisite regulatory and shareholder approvals and other standard closing conditions.

A copy of the Agreement will be made available under Duckhorn’s profile on the SEDAR website at www.sedar.com.

About Helium Evolution Incorporated

Helium Evolution Incorporated is a Canadian-based helium exploration and production company focused on developing assets in southern Saskatchewan. The company has amassed one of the largest land positions in the Canadian helium market with over 1,900,000 acres of land under permit located near proven discoveries of economic helium concentrations. HEI’s management team has over 150 years of combined resource development experience in the Western Canadian Sedimentary Basin and is committed to scaling the company’s exploration and development efforts across its land base to become a leading supplier of sustainably-produced helium for the growing global helium market.

Contact Information

For further information, please contact Jeff Barber, Chief Executive Officer by email at info.duckhorn@gmail.com.

Statement Regarding Forward-Looking Information

This news release contains statements that constitute "forward-looking statements." Such forward looking statements involve known and unknown risks, uncertainties and other factors that may cause Duckhorn’s actual results, performance or achievements, or developments in the industry to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking statements. Forward looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects," "plans," "anticipates," "believes," "intends," "estimates," "projects," "potential" and similar expressions, or that events or conditions "will," "would," "may," "could" or "should" occur.

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Forward-looking statements in this document include statements regarding Duckhorn’s expectations regarding the completion of the Amalgamation, its name change, regulatory approvals and other statements that are not historical facts. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors and risks include, among others:

• that there is no assurance that the parties will obtain the requisite shareholder and regulatory approvals for the Amalgamation;

• there is no assurance that the Amalgamation will close on the terms anticipated or at all;

• following completion of the Amalgamation, the combined company may require additional financing from time to time in order to continue its operations; financing may not be available when needed or on terms and conditions acceptable to the combined company;

• new laws or regulations could adversely affect the combined company's business and results of operations;

• stock markets have experienced volatility that often has been unrelated to the performance of companies. These fluctuations may adversely affect the price of the combined company's securities regardless of its operating performance.

When relying on Duckhorn’s forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and risks and other uncertainties and potential events. Duckhorn has assumed that the material factors referred to in the previous paragraphs will not cause such forward-looking statements and information to differ materially from actual results or events. However, the list of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors. Duckhorn undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.

THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS NEWS RELEASE REPRESENTS THE EXPECTATIONS OF THE COMPANY AS OF THE DATE OF THIS NEWS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE THE COMPANY MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE LAWS.

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE OR FOR DISSEMINATION IN THE UNITED STATES

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