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  5. Helius Minerals Announces Non-Brokered Private Placement to Raise up to Cdn$2,150,000

Helius Minerals Announces Non-Brokered Private Placement to Raise up to Cdn$2,150,000

Vancouver B.C., March 25, 2025 – Helius Minerals Limited (“Helius” or the “Company”) (TSXV: HHH) is pleased to announce that it is arranging a 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.

 

The Company plans to allocate at least US$500,000 of the net proceeds from the Private Placement towards the Serra Pelada gold-PGM project in Brazil (the “Serra Pelada Project”).  As disclosed in the Company’s news release of March 4, 2024, the Company has entered into an Exclusivity, Share Option and Acquisition Agreement dated as of March 3, 2025 (the “Definitive Agreement”) between the Company and Colossus Minerals Inc. (“Colossus”) regarding the Serra Pelada Project.  Colossus placed Serra Pelada on a care and maintenance program in 2014 when Colossus became insolvent. The Serra Pelada Project property interests are held indirectly by Colossus’ Brazilian subsidiaries, Colossus Mineração Ltda. (“Colossus Brazil”) and Mineração Fazenda Monte Belo Ltda. (“MFM” collectively with Colossus Brazil, the “Target Companies”).

 

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 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”).

Helius’ completion of the Private Placement would satisfy the Initial Financing Requirement and enable it to progress towards satisfying the Organizational Period Requirements.

 

Upon Helius’ satisfaction of the Organizational Period Requirements, and upon receipt of conditional approval from the TSX Venture Exchange (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 Private Placement is subject to receipt of TSXV approval.  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; 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.

 

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.

In addition, subject to receipt of TSXV approval, the Company proposes to settle debts totaling up to Cdn$500,000 through the issuance of up to 1,000,000 Common Shares at a price of Cdn$0.50 per share.

 

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

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