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

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

                                                                                                      TSXV: HEVI

VANCOUVER, BC, April 4, 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 8,900,000 units of the Issuer (the "Units") at a price of $0.17 per Unit for a total subscription price of $1,513,000 through a non-brokered private placement (the "Acquisition"). Each Unit comprised of one common share of the Issuer (each, a "Common Share") and one-half of one Common Share purchase warrant of the Issuer (each whole warrant, a "Warrant").

Immediately prior to the Acquisition, the Acquiror owned and/or had control over an aggregate of 7,040,000 Common Shares, representing approximately 6.8% of the issued and outstanding Common Shares, on a non-diluted basis, and 9.9% 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 15,940,000 Common Shares and 7,970,000 Warrants, representing approximately 14.2% of the issued and outstanding Common Shares, and 19.9% of the issued and outstanding Common Shares on a partially diluted basis, assuming exercise of the Warrants owned by the Acquiror.

The Acquiror acquired the Units 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