Vancouver B.C., April 4, 2025 – Helius Minerals Limited (“Helius” or the “Company”) (TSXV: HHH) wishes to provide an update on the proposed non-brokered private placement (the “Private Placement”) comprised of the sale of up to 4,300,000 common shares of the Company (each, an “Offered Share” and each common share of the Company, a “Common Share”) at a price of Cdn$0.50 per Offered Share for up to gross proceeds of $2,150,000. The Company is pleased to report that it has received strong support for subscriptions under the Private Placement and expects the Private Placement to be fully subscribed. Subject to receipt of approval by the TSX Venture Exchange (the “TSXV”), the Company anticipates closing the Private Placement on or around April 10, 2025. Further details about the Private Placement were disclosed in the Company’s news release of March 25, 2025.
As disclosed in the Company’s news releases of March 4, 2024 and March 25, 2025, the Company has entered into an Exclusivity, Share Option and Acquisition Agreement dated as of March 3, 2025 (the “Definitive Agreement”) with Colossus Minerals Inc. (“Colossus”) to acquire the Serra Pelada gold-PGM project in Brazil (the “Serra Pelada Project”) (which Colossus placed on a care and maintenance program in 2014 when Colossus became insolvent).
Under the Definitive Agreement, Helius has been provided with a twelve-month exclusivity period (the “Organizational Period”) during which it would raise not less than US$1 million (the “Initial Financing Requirement”) and allocate a minimum of US$500,000 to undertake the following activities:
- Reviewing and developing a plan to ensure compliance with relevant mining laws and other regulatory requirements;
- Formulating a comprehensive strategy to address outstanding debts, including those related to ongoing litigation, of the Colossus’ Brazilian subsidiaries, Colossus Mineração Ltda. (“Colossus Brazil”) and Mineração Fazenda Monte Belo Ltda. (together with Colossus Brazil, the “Target Companies”); and
- Developing a detailed plan to rehabilitate the Serra Pelada Project, the Target Companies and the partnership called Serra Pelada – Companhia de Desenvolvimento Mineral, which partnership directly holds the Serra Pelada Project interests
(collectively, the “Organizational Period Requirements”).
Upon Helius’ satisfaction of the Organizational Period Requirements, and upon receipt of conditional approval from the TSXV, Helius could elect in its sole discretion to deliver written notice to Colossus (the “Option Notice”) of Helius’ decision to proceed with an option (the “Option”) to purchase (a) all of the Target Companies’ Shares and thereby a 75% beneficial interest in SPCDM and thereby the Serra Pelada Project; and (b) all of the intercorporate loans (and all interest accrued thereunder) owed by the Target Companies to Colossus, if any (the “Intercompany Debt”). Helius could elect to exercise the Option within 6 months of the date of delivery of the Option Notice, in which case the parties would proceed with closing of Helius’ purchase of the Target Companies’ Shares and any Intercompany Debt.
The Option is subject to receipt of TSXV approval, and to Colossus’ receipt on or before May 5, 2025 of (i) shareholder approval by way of a special resolution to the disposition of the Serra Pelada Project to Helius (the “Colossus Shareholder Approval”); and (ii) approval from the holders of senior secured convertible notes of Colossus to the exchange of such notes for amended senior secured convertible notes of Helius. Colossus is to seek such shareholder approval at a special shareholder meeting of Colossus to be held on May 2, 2025.
The Company plans to allocate at least $725,000 of the net proceeds from the Private Placement towards due diligence on the Serra Pelada Project to satisfy the Organizational Period Requirements, and the balance of the proceeds will be allocated to professional expenses, costs related to obtaining the Colossus Shareholder Approval, costs associated with the annual general meeting of shareholders of Helius, licensing costs, general and administrative expenses and working capital.
Upon completion of the Private Placement, Helius will have satisfied the Initial Financing Requirement which will enable it to progress towards satisfying the Organizational Period Requirements.
A 6% cash finder’s fee, or a 6% finder’s fee in Common Shares, may be paid to arm’s length finders in connection with the Private Placement.
The securities referred to in this news release have not been, and will not be, registered under the United States Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold in the United States unless pursuant to an exemption therefrom. This press release is for information purposes only and does constitute an offer to sell or a solicitation of an offer to buy any securities of Helius in any jurisdiction.
About Helius Minerals Limited
Helius is a mineral exploration company focused on the identification and exploration of high-quality mineral assets across the Americas, with an emphasis on South American jurisdictions.
On Behalf of the Board of Directors of
Helius Minerals Limited
Christian Grainger (PhD, AIG)
President and CEO
M: +57 3146364676
cg@heliusminerals.com
Website: www.heliusminerals.com
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term in defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.
