New Era Helium Corp. enter into a letter of intent to acquire Roth Ch Acquisition V Co. (NasdaqGM:ROCL) from a group of sellers in a reverse merger transaction on December 1, 2023. New Era Helium Corp. entered into a Business Combination Agreement and Plan of Reorganization to acquire Roth Ch Acquisition V Co. (NasdaqGM:ROCL) from a group of sellers in a reverse merger transaction for approximately $110 million on January 3, 2024. In connection with the transaction, ROCL will issue 9 million new shares to current stockholders of NEH, which amount may be subject to adjustment based upon any net debt of NEH. The Merger Agreement also provides, among other things, that the holders of shares of NEH Common Stock have the contingent right to receive up to an aggregate of 1.0 million additional shares of ROCL's common stock as Earnout. Upon the closing of the transaction, subject to approval by ROCL?s stockholders and other customary closing conditions, the combined company will be named ?New Era Helium Corp.? and is expected to list on NASDAQ. Current NEH Chairman, Joel Solis, and CEO, E. Will Gray II, will continue to lead the combined company, and existing NEH shareholders will roll 100% of their equity into the combined company. Existing NEH stockholders will not receive any cash proceeds as part of this transaction and will roll 100% of their equity into the combined company. Roth CH V and NEH intend to raise a PIPE that will close in connection with the closing of the business combination. Upon closing of the transaction, NEH?s senior management will continue to serve in their current roles. Assuming no ROCL stockholders exercise their redemption rights, current NEH stockholders will retain approximately 65% of the ownership at close of the transaction. On June 5, 2024, each of ROCL and New Era Helium entered into the first amendment to the business combination agreement where the closing condition that the Company raise at least $45 million in a private placement of securities in order to fund its new plant construction has been removed, and the closing condition that certain indebtedness of the Company be converted into shares of common stock of the Company has been removed.

The transaction will require the approval of the stockholders of ROCL and is subject to other customary closing conditions. The transaction will also require the approval of the stockholders of NEH by written consent or at a meeting of the stockholders of NEH and regulatory approval. Transaction is also subject to conditions including the required filings under the HSR Act having been completed and the waiting period applicable to the Merger under the HSR Act having expired or terminated, the Form S-4 having become effective and no stop order suspending the effectiveness of the Form S-4 having been issued by the SEC, ROCL having equal to or in excess of $5,000,000 in cash and cash equivalents, All parties to the Registration Rights Agreement (other than Roth and the Roth stockholders party thereto) shall have delivered, or caused to be delivered, to Roth copies of the Registration Rights Agreement duly executed by all such parties, the Lock-Up Agreements shall have been executed and delivered to Roth, NEH shall have raised at least $45,000,000 in a private placement of securities in order to fund its new plant construction. The boards of directors of NEH and ROCL have unanimously approved the transaction.

Roth Capital Partners, LLC and Craig-Hallum Capital Group LLC are acting as placement agents for a PIPE transaction that is anticipated to close in connection with the closing of the business combination. Ross D. Carmel of Sichenzia Ross Ference Carmel LLP is acting as legal advisor to NEH and Mitchell S. Nussbaum of Loeb & Loeb LLP is acting as legal advisor to ROCL. Advantage Proxy acted as information agent to ROCL and will receive a fee of $8,500 for its service. Continental Stock Transfer & Trust Company acted as transfer agent to ROCL. Grant Thornton LLP and Weaver and Tidwell, L.L.P acted as an Accountant to ROCL. Burke Law Group and Loeb & Loeb acted as environmental due diligence advisors to ROCL.