Brian Zinchuk is editor and owner of Pipeline Online
Royal Helium drilling at Ogema in 2021. Photo by Brian Zinchuk
Royal Helium Ltd.’s unsecured creditors can expect to receive precisely zero, according to bankruptcy documents received by Pipeline Online on Jan. 2. But while those creditors are left holding the bag, Royal’s properties are being taken over by Keranic Industrial Gas Inc., a company headed by its former Royal CEO Andrew Davidson.
Pipeline Online is one of those unsecured creditors, owed money for unpaid advertising.
Royal Helium drilled its first helium well east of Climax in January, 2021. It drilled several more wells in that area before punching holes near Ogema and Val Marie. But before developing any of those properties into production facilities, it bought Imperial Helium, which had wells at Steveville, Alberta. There, it built its first helium processing facility, but did not make enough from it to make a go of it. By the fall of 2024, the company’s leadership, including Davidson, was shown the door, and months later, Royal went into bankruptcy proceedings, pushed there by its primary lenders.
According to the documentation, On Feb. 19, 2025, Royal Helium Ltd., Royal Helium Exploration Ltd. and Imperial Helium Corp. were granted an initial order by the Court of King’s Bench of Alberta under the Companies’ Creditors Arrangement Act.
The document, entitled Form 68, Notice of Bankruptcy and First Meeting of Creditors, was sent by Alvarez & Marsal Canada Inc. of Calgary, which is the licensed insolvency trustee of the estate of the bankrupt.
It stated, “On Oct. 1, 2025, the Court granted a Transaction Approval and Reverse Vesting Order and the Amalgamation agreement closed on Nov. 28, 2025. As a result, all liabilities that remained within RHL, IHC and RHEL were transferred and vested in 102218200 Saskatchewan Inc. (“ResidualCo”, or the “Company”).”
The notice states, with bold and italics in the original document, “The Company is now considered a bankrupt entity. The Trustee advises that there are no assets available within the ResidualCo estate and, as a result, there will be no recoveries to unsecured creditors.”
What’s important to realize here is that the ResidualCo is what is referred to as the bankrupt entity, but not the other remnants of Royal. More on that later.
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The first meeting of creditors will be held on Jan. 8 via a conference call.
The form, dated Dec. 19, 2025, includes zeros across the board for assets, and liabilities of $19,991,418.15 outstanding.
A total of 149 creditors are listed, each one with zeroes listed for their expected recovery except for two creditors.
Those two are the largest creditors are the Business Development Bank of Canada, which is owed $7,192,431.62, and National Bank of Canada, which is owed a nearly identical $7192432.61. In each case they show a negative value for the dollar shown under the column “Estimated surplus or (deficit) from security.” They are also listed as “Bank loans except real property mortgage.”
Another notable line item is $902,185.13 owed to Export Development Canada.
The remaining $4,704,368.79 is owed to a large variety of creditors, from unpaid Canada Revenue Agency payroll to oilfield supply stores and consulting firms.
KPMG LLP is owed $178,801.79.
The Saskatchewan Ministry of Finance (Energy and Resources) is owed $169,289.74 and Alberta Ministry of Agriculture is owed $83,583.93.
Four Saskatchewan RMs are left on the hook, with RM of Lone Tree No., 18 owed $2,414.89, RM of Norton No. 69 owed $423.74, RM of The Gap No. 39 owed $984.53 and RM of Val Marie No. 17 owed $112.52. Three of these are RMs where the company had drilled wells – near Climax, Val Marie and Bengough.
The County of Newell, where the company built its first and only helium production facility, is owed $202,192.06.
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Is this the end?
Is this the end of Royal?
On Aug. 21, 2025, Keranic Industrial Gas Inc. announced it had entered into a definitive amalgamation agreement with Royal Helium Ltd., Royal Helium Exploration Limited, and Imperial Helium Corp. (collectively, “Royal Helium”) for a business combination (the “Transaction”), subject to the approval of the Court of King’s Bench of Alberta.
As noted above, Keranic is headed by former Royal Helium CEO Andrew Davidson.
The Aug. 21 Keranic press release said, “The Transaction includes Royal Helium’s four core areas with multiple helium discoveries and widespread helium concentrations across a large, ~600,000-acre land position strategically located across Saskatchewan’s and Alberta’s helium corridors, alongside the recently built Steveville plant facility and pipeline infrastructure capable of processing 15,000 Mcf/day of raw gas. The Steveville plant facility will be restarting production within 12 weeks following the completion of the Transaction, leveraging a helium-focused management team.”
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That same announcement included details of a “strategic investment.”
Here’s what the release said:
Strategic Investment by Multi-National Helium Supplier
The Strategic Investor is an established, multi-national supplier of helium and specialty gases, offering both liquid and gaseous helium to its global customer base in high-growth sectors, including, but not limited to, healthcare, fiber optics, semiconductors and aerospace and defense. Operating from two international facilities, the Strategic Investor’s operations are supported by a fleet of ISO containers for liquid helium transportation, that are globally compliant. Supported by modern production facilities and a well-established distribution network, the company has built long-standing supply relationships with industrial clients, underpinned by best-in-class quality assurance and regulatory compliance.
The Strategic Investor has secured numerous long-term partnerships with helium producers, ensuring control of the supply chain and a diverse helium source mix. Leveraging strong, growing demand for essential gases, it has been strategically expanding its footprint to further enhance service capabilities and scale. The management team is comprised of industry experts with extensive experience in the helium and specialty gases markets, underpinned by a proven track record of successes.
Following the completion of the Transaction under the CCAA (as defined herein) proceeds and upon completion of the Subsequent Offering, it is expected that the Strategic Investor shall beneficially own or control a total of 32.9% fully diluted ownership of the Resulting Issuer (defined below). In connection with the Subsequent Offering, the Strategic Investor shall enter into an investor rights agreement (the “Investor Rights Agreement”) with the Resulting Issuer. Pursuant to the Investor Rights Agreement, the Strategic Investor shall be granted the right to nominate such number of directors of the Resulting Issuer to have majority board representation, and one of such nominee directors shall be the chair of the board of directors. The Strategic Investor shall also be granted the corporate naming rights of the Resulting Issuer, subject to regulatory and shareholder approval.
In addition, Keranic is pleased to announce that, following the completion of the RTO (as defined herein), the Strategic Investor will be granted the exclusive right to enter into a helium and specialty gases offtake agreement with respect to all helium and all other products produced by the Resulting Issuer.
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Core Area #1: Steveville Helium Purification Facility, Alberta
Since commercial production in December 2023, Royal Helium has delivered multiple trailers of high purity helium to its end customer in the aerospace and defence industry. Royal Helium had previously entered into offtake agreements with end customers that purchased all of the helium volumes from this flagship facility.
Keranic is planning to execute a turn key recommissioning plan to restart the Steveville plant facility with the original plant engineering firm that designed the facility. Keranic is targeting recommissioning to restart production within 12-15 weeks following the completion of the Transaction, ramping up its throughput volumes and reaching maximum capacity of 15,000 Mcf/day in a few months thereafter. The processing facility at Steveville will be fed by highly productive Devonian horizons that will provide material cash flow.
The Steveville plant is designed to process 15,000 Mcf/day of raw gas fed by the two 100% owned helium wells at Steveville, Alberta and produce 22,000 Mcf of 99.999% helium per year. The engineered life of the plant is 25 years, it produces enough fuel gas to power the plant itself, and is capable of producing up to 22,000,000 pounds of commercial CO2.
Royal Helium’s plant at Steveville, Alberta. Royal Helium
Core Area #2: 40-Mile Project, Alberta – High Impact New Appraisal Drilling
The 40 Mile project is comprised of one historic well that was drilled, flow tested and assayed. This well flowed at exceptionally high rates during initial testing and returned helium concentrations exceeding anything that Royal Helium has tested or produced to date. Seismic work at 40 Mile was completed in 2023, producing multiple seismically defined drill targets across multiple prospective zones.
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Core Area #3: Climax/Cadillac Project, Saskatchewan – Developing in the Existing Helium Fairway
The core of Royal Helium’s Saskatchewan lands are located within the prolific Southwestern Saskatchewan Helium fairway that features highly economic helium concentrations coupled with multiple helium purification facilities near its borders. Extensive geological and geophysical subsurface work has been completed in the Climax/Cadillac corridor and, with many new analog wells adjacently offsetting these core lands, the team has identified and selected numerous new drilling targets among these three project areas. The amount of drilling and testing data available in the area has helped verify the subsurface model and increased the understanding of the different Helium play types that are found in Saskatchewan and, more importantly, on Royal Helium leasehold.
Core Area #4: Val Marie Project, Saskatchewan – Testing of an Already Drilled Well
The Val Marie helium project comprises a 21-year lease land package representing approximately 3% of the current helium permit and lease lands across Saskatchewan and Alberta. Val Marie is located immediately north of the Saskatchewan-Montana border sitting atop the Bowdoin Dome, a large geological uplift system that has been a prolific natural gas production area with successful helium production wells recently drilled on the Montana side of the structure. The Val Marie project was drilled in August of 2022 with some of the highest helium showings to date from drill bit gas detection equipment from multiple stacked zones – the Duperow, Souris River and Deadwood formations.
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Then on Nov. 28, it was announced the that the “Company,” in this case the ResidualCo, had exited bankruptcy proceedings. Here is the press release, verbatim:
Saskatoon, Saskatchewan–(Newsfile Corp. – November 28, 2025) – Royal Helium Ltd. (“Royal” or the “Company“) announces today that Royal and its subsidiaries, Royal Helium Exploration Limited (“RHEL“) and Imperial Helium Corp. (together with Royal and RHEL, the “Target Companies“), have exited the proceedings (the “CCAA Proceedings“) commenced under the Companies’ Creditors Arrangements Act (Canada) (the “CCAA“) pursuant to the closing of a reverse takeover transaction (the “Transaction“) by Keranic Industrial Gas Inc. (“Keranic“) under an Amalgamation Agreement (the “Amalgamation Agreement“) dated September 25, 2025 among the Target Companies, Keranic, 102218166 Saskatchewan Ltd. (“ResidualCo“), and 102218200 Saskatchewan Inc. (“Subco“).
Summary of the Transaction
The Transaction was completed by way of a three-cornered amalgamation pursuant to the Amalgamation Agreement, whereby, among other things, Keranic and Subco, a wholly owned subsidiary of Royal, amalgamated (the “Amalgamation“) to form a new wholly-owned subsidiary (“Amalco“) of Royal and the Target Companies were removed from the CCAA Proceedings. The Transaction was completed pursuant to a reverse vesting order (the “Order“) approved by the Court of King’s Bench (Alberta) (the “Court“).
Prior to completion of the Amalgamation, a consolidation of Royal’s outstanding common shares was completed on an 8:1 basis, and then the articles of Royal were amended to distinguish between two classes of shares: Class A common voting shares (“Class A Shares“) and Class B preferred non-voting shares. All existing debentures, options and warrants of Royal outstanding prior to closing the Transaction were terminated pursuant to the Order.
All of the liabilities of the Target Companies, except for certain retained liabilities (further described below) were vested and transferred to ResidualCo pursuant to the Order. The Target Companies retained all of their assets which are now acquired by Keranic.
In connection with the Amalgamation, the holders of Keranic Shares (as defined below) received one Class A Share for each one Keranic Share held prior to the Amalgamation. All of the outstanding warrants of Keranic were replaced with warrants to purchase Royal securities having the same economic terms as the original securities.
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Offering and Securities Details
Prior to closing of the Transaction, Keranic completed a brokered subscription receipt financing for 7,030,000 subscription receipts of Keranic (“Subscription Receipts“) at a price of $0.50 per Subscription Receipt (the “Subscription Receipt Offering“) and a non-brokered common share offering for 75,901,328 Class A shares of Keranic (“Keranic Share“) at a price of $0.02108 per Keranic Share (the “Share Offering“). The proceeds from the Subscription Receipt Offering and Share Offering were used to satisfy the purchase price of the Transaction.
Immediately prior to closing of the Transaction, each Subscription Receipt was automatically exchanged for one unit of Keranic (a “Unit“) consisting of one Keranic Share and one Keranic Share purchase warrant exercisable at a price of $0.65 per Keranic Share for a period of three years from closing of the Transaction. In addition, Keranic issued 562,400 broker warrants to acquire Units at a price of $0.50 per Unit for a period of three years following closing of the Transaction.
Research Capital Corporation acted as sole agent and bookrunner for the Subscription Receipt Offering.
Strategic Investor
An affiliate of AirLife Gases Private Limited (the “Strategic Investor“) subscribed for aggregate gross proceeds of $2,000,000 pursuant to the Subscription Receipt Offering and $930,000 pursuant to the Share Offering and subsequently acquired an additional 31,783,681 Keranic Shares immediately prior to closing of the Transaction. Following the closing of the Transaction, the Strategic Investor holds approximately 52.9% of the fully diluted Class A Shares.
The Strategic Investor is an established, multi-national supplier and distributor of helium and specialty gases, offering both liquid and gaseous helium to its global customer base in high-growth sectors, including, but not limited to, healthcare, fiber optics, semiconductors and aerospace and defense. Operating from two international facilities, the Strategic Investor’s operations are supported by a fleet of ISO containers for liquid helium transportation, that are globally compliant. Supported by modern production facilities and a well-established distribution network, the company has built long-standing supply relationships with industrial clients, underpinned by best-in-class quality assurance and regulatory compliance.
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The Strategic Investor has entered into an investor rights agreement with Royal, pursuant to which the Strategic Investor has the right to nominate such number of directors of Royal to have majority board representation, and one of such nominee directors shall be the chair of the board of directors. The Strategic Investor has also been granted the corporate naming rights of Royal, subject to regulatory and shareholder approval.
In addition, the Strategic Investor has been granted the exclusive right to enter into a helium and specialty gases offtake agreement with respect to all helium and all other products produced by the Target Companies, on market terms. Syndicate Lending Corporation acted as the sole agent to the strategic investor.
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Asset Overview
The Transaction includes Royal’s four core areas with multiple helium discoveries and widespread helium concentrations across a large, ~600,000-acre land position strategically located across Saskatchewan’s and Alberta’s helium corridors, alongside the recently built Steveville plant facility and pipeline infrastructure capable of processing 15,000 Mcf/day of raw gas. The Steveville plant facility will be restarting production within 12 weeks following the completion of the Transaction, leveraging a helium-focused management team, with full capacity production expected to be attained within 10-months.
Update on Trading
Royal intends to apply to the TSX Venture Exchange (“TSXV“) to have its Class A Shares listed for trading on the TSXV as soon as reasonably practicable, subject to approval by the TSXV.
Advisors
Research Capital Corporation served as financial advisor, and McDougall Gauley LLP served as legal counsel. to Keranic in connection with the Transaction and related financings. Stikeman Elliott LLP acted as legal advisor to Research Capital Corporation in connection with the financings. AirLife was represented by Gowlings LLP as legal counsel. Syndicate Lending Corporation acted as financial advisor to the Strategic Investor.
About Royal Helium Ltd.
Royal is an exploration, production and infrastructure company with a primary focus on the development of helium and associated gases. The Company’s extensive footprint includes prospective helium permits and leases across Southern Saskatchewan and southeastern Alberta.
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- 0046 City of Estevan This is Estevan Teaser0046 City of Estevan This is Estevan Teaser
- 0077 Caprice Resources Stand Up For Free Speech0077 Caprice Resources Stand Up For Free Speech
- 0061 SIMSA 2024 For Sask Buy Sask0061 SIMSA 2024 For Sask Buy Sask
- 0051 JML Hiring Pumpjack assembly0051 JML Hiring Pumpjack assembly
- 0049 Scotsburn Dental soft guitar0049 Scotsburn Dental soft guitar
- 0041 DEEP Since 2018 now we are going to build0041 DEEP Since 2018 now we are going to build
- 0032 IWS Summer hiring rock trailer music
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- 0013 Panther Drilling PO ad 03 top drive rigs
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- 9002 Pipeline Online 30 sec EBEX9002 Pipeline Online 30 sec EBEX
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