Helius Minerals Executes Amending Agreement for the Serra Pelada Gold-PGM Project
Helius Minerals Executes Amending Agreement for the Serra
Pelada Gold-PGM Project
Vancouver, B.C., October 23, 2025 – Helius Minerals Limited
(“Helius” or the “Company”) (TSXV: HHH) is pleased to
announce that it has executed an amending agreement dated
October 22, 2025 (the “Amending Agreement”) with Colossus
Minerals Inc. (“Colossus”) to modify certain terms of the
Exclusivity, Share Option and Acquisition Agreement dated
March 3, 2025 (the “Definitive Agreement”) concerning the
proposed acquisition (the “Acquisition”) by Helius of a 75%
beneficial interest in the Serra Pelada Gold-PGM Project in
Brazil (the “Serra Pelada Project”).
The amendments are expected to provide several key
benefits to Helius Minerals, including:
• Regulatory Flexibility: Enables Helius to obtain TSX
Venture Exchange (“TSXV”) and other key regulatory
and stakeholder approvals at or prior to closing, rather
than at the time of delivering the Option Notice (as
defined below).
• Extended Timelines: Permits an additional 30
business days to secure required approvals, with the
potential for further extensions by mutual consent.
• Reduced Transaction Risk: Defers the issuance of
Special Warrants to Colossus until closing, aligning
share issuance with successful satisfaction of
conditions precedent.
• Clearer Path to Completion: Introduces additional
closing conditions such as creditor and regulatory
approval of the debt and rehabilitation plans designed
to facilitate the structured advancement of the
acquisition and restart of the Serra Pelada Project.
• Enhanced Project Optionality: Allows the
progression of technical, legal, and commercial
workstreams in parallel with stakeholder engagement,
minimizing transaction delays and uncertainty.
Together, these changes provide Helius with the flexibility,
time, and structure necessary to complete due diligence,
secure approvals, and advance the Serra Pelada Project
toward redevelopment.
Dr. Chris Grainger, President and CEO of Helius
Minerals, commented:
“As we continue to de-risk the Serra Pelada project, we
have advanced a strong framework of understanding with
both the Ministry of Mines and the National Mining Agency
that supports our pathway to return Serra Pelada to good
standing. At the same time, we have deepened our
partnership with COOMIGASP and re-engaged Integrato,
a firm with long-standing experience in the community, to
ensure that local stakeholders are active participants in
this new chapter for Serra Pelada.
From a technical standpoint, our team has successfully
reintegrated and modernized the historical drilling and
development database, allowing us to reinterpret the
geological model and evaluate a range of mining
scenarios that reflect current market conditions.
Importantly, we are preparing an initial NI 43-101
Technical Report that, while non-resource in nature, will
give the market and our stakeholders a clear foundation
for understanding both the geological opportunity and the
risks associated with Serra Pelada. By carving out legacy
issues and setting transparent baselines, this work will
allow us to move forward with confidence and credibility.
Given the pace of progress, we expect to complete due
diligence before the end of the year, well within the
prescribed time frame. That milestone will allow us to turn
our focus toward remedying license matters, engaging
creditors systematically, and mitigating key risks so that
we are in a strong position to exercise the option, close,
and advance the redevelopment of Serra Pelada.”
Under the Definitive Agreement, Helius was provided with
a twelve-month exclusivity period (the “Organizational
Period”) to, among other things: (a) negotiate and develop
a plan satisfactory to Helius to resolve the outstanding
debts of the Brazilian Subsidiaries (as defined below) and
Companhia de Desenvolvimento Mineral (“SPCDM”) (the
“Debt Plan”); and (b) develop a plan satisfactory to Helius
to rehabilitate the Serra Pelada Project, the Brazilian
Subsidiaries (as defined below) and SPCDM (the
“Rehabilitation Plan”).
If Helius completes its Organizational Period due diligence
on the Serra Pelada Project, it may then elect to deliver
written notice to Colossus (the “Option Notice”) triggering
the grant to Helius of an option (the “Option”) to acquire:
(a) all of the shares in the Brazilian subsidiaries of
Colossus (the “Brazilian Subsidiaries”) and thereby a
75% beneficial interest in SPCDM, which holds a 100%
interest in the Serra Pelada Project; and (b) all of the
intercorporate loans (and all interest accrued thereunder)
owed by the Brazilian Subsidiaries to Colossus. T h e
Definitive Agreement required Helius to have obtained
TSXV approval (“TSXV Approval”) of the transaction, as
well as to issue special warrants to Colossus (the “Special
Warrants”), at the time of delivery of the Option Notice to
Colossus.
Amending Agreement
The Amending Agreement, among other things, provides
Helius with the flexibility to secure TSXV Approval and
other key regulatory and stakeholder approvals
(collectively, the “Regulatory Approvals”) including from
the Cooperativa de Mineração dos Garimpeiros de Serra
Pelada (“COOMIGASP”), the Brazilian Ministry of Mines
and Energy (“MME”) a n d the National Mining Agency
(“ANM”), as conditions to the closing of the Acquisition.
The Amending Agreement also allows for Helius to extend
the 6 month Option period (the “Option Period”), following
the delivery of the Option Notice, by an additional 30
business days to provide additional time to obtain the
Regulatory Approvals necessary for closing, provided that
none of the Regulatory Approvals have been denied on a
non-appealable decision of a governmental authority at
such time, and provided that Helius is not in breach of its
obligations to seek and obtain such Regulatory Approvals.
The Amending Agreement permits Helius to seek
additional extensions of the Option Period with the prior
written consent of Colossus, such written approval not to
be unreasonably withheld, on the same basis as securing
the first extension. The Amending Agreement also delays
the issuance of the Special Warrants to Colossus until
closing of the Acquisition and sets out additional closing
conditions, including securing creditor approval to the Debt
Plan and obtaining regulatory approval to the
Rehabilitation Plan. These amendments are designed to
facilitate the completion of the acquisition transaction and
advancement of the Serra Pelada Project.
The Serra Pelada Gold-PGM Project
Serra Pelada is located within the Carajás Mineral
Province of Brazil. In July 2007, COOMIGASP entered into
a partnership agreement with Colossus Mineração L t d a .
(“Colossus Brazil”) to form SPCDM, which holds a 100%
interest in the Serra Pelada Project. Colossus Brazil holds
a 75% interest in SPCDM under the Partnership
Agreement.
In 2014, Colossus became insolvent prior to achieving
commercial production due to inadequate dewatering
measures. This created liquidity and credibility issues
immediately before metal production was to commence.
The Serra Pelada Project was thereafter put on a care and
maintenance program, and Colossus reported that it
suspended operations due to liquidity challenges in 2014.
Helius has actioned the following key items to
advance its Organizational Period due diligence on
the Serra Pelada Project:
Advancing Key Workstreams
Following execution of the Definitive Agreement, Helius
has undertaken and made material progress in advancing
its systematic review of the Serra Pelada Project to
identify and address key technical, regulatory, legal and
commercial risks as part of its due diligence process,
including:
1. Government & Regulatory Engagement – Helius
has held constructive follow-up meetings with
Brazilian governmental agencies, including the MME
and the ANM. The Company is preparing to present
its strategic plan (the “Strategic Plan”) to return the
Serra Pelada Project to good standing, resolve legacy
creditor issues, and establish a framework for re-
permitting. These discussions are strengthening
mutual understanding of the path forward with respect
to the Serra Pelada Project.
2. Community & Stakeholder Relations – Helius has
formally engaged Integration, a specialist social-
environmental consulting group with direct prior
experience in the Serra Pelada community, to assist
in advancing constructive engagement with
stakeholders. Helius continues to work in partnership
with COOMIGASP, the cooperative that represents
artisanal miners from Serra Pelada, ensuring they
remain key participants in the redevelopment process.
3. Technical Data Reintegration – Helius has
significantly advanced the reintegration and
modernization of the extensive historical drilling and
technical datasets generated by prior operators. This
effort has allowed the Company’s technical team to
reinterpret the geological model and evaluate open-pit
mining scenarios under current metal prices, in
preparation for more detailed studies.
4. Commercial & Legal Structuring – The Amending
Agreement has been negotiated and executed to
provide greater flexibility for addressing creditor
claims, restructuring the Brazilian subsidiaries, and
advancing the project toward restart on a sustainable
basis.
5. Documentation Review – The Company has
secured access to a broad collection of technical,
legal, and financial documentation relating to the
Serra Pelada Project, much of which had been left
unstructured following Colossus’ insolvency.
Systematic review of these materials is informing
Helius’ comprehensive strategy for stakeholder
engagement, compliance, and redevelopment.
Strategic Plan for Serra Pelada
Helius has developed and will present a Strategic Plan for
Serra Pelada that prioritizes three core objectives:
- Restoring the project to good standing with Brazilian
regulatory authorities;
- Addressing and restructuring legacy creditor
obligations in a pragmatic and transparent manner;
and
- Re-establishing a credible technical and social
foundation for future redevelopment.
The plan will be presented to government agencies,
COOMIGASP, and other stakeholders, and will set realistic
milestones for re-permitting and advancing the project
toward a restart. By implementing this framework, Helius
aims to systematically identify and mitigate risks, provide
transparent updates to stakeholders as it advances its due
diligence and technical review of the Serra Pelada Project
with the goal to rebuild market confidence, and create a
sustainable path to future development of the Serra
Pelada Project.
NI 43-101 Technical Disclosure
As part of its due diligence, Helius anticipates filing an
initial NI 43-101 Technical Report on the Serra Pelada
Project. This report will not declare mineral resources but
will consolidate and reinterpret historical drilling and
underground development data for future resource
confirmation. The report will include explicit risk carve-outs
in connection with environmental liabilities, community
relations, outstanding creditor claims, and the status of the
Brazilian subsidiaries.
This work will allow Helius to provide the market and
stakeholders with a transparent technical and legal
baseline, creating a credible platform to engage
regulators, investors, and community partners while
progressing toward re-permitting and redevelopment.
The proposed Acquisition, if completed, will constitute a
"Fundamental Acquisition" under the policies of the TSXV.
Prior to or concurrent with the closing of the Acquisition,
Helius expects to complete one or more financings to raise
working capital and to finance the anticipated expenses
required to complete the Acquisition, as well as to satisfy
the conditions precedent for closing, with the final terms
and aggregate amount of the financings to be determined
by the Company upon the completion of the due diligence
and the finalization of the Strategic Plan.
Qualified Person
Christian Grainger (PhD, AIG), President and CEO of the
Company is a qualified person as defined in National
Instrument 43-101 Standards of Disclosure for Mineral
Projects. Mr. Grainger has reviewed and approved the
scientific and technical information contained in this news
release.
About Helius Minerals Limited
Helius is a mineral exploration company focused on the
identification and development of high-quality mineral
assets across the Americas, with an emphasis on South
American jurisdictions.
On behalf of the Board of Directors,
Helius Minerals Limited
Christian Grainger (PhD, AIG)
President and CEO
M: +57 3146364676
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.
CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS: This news release may contain forward-
looking information within the meaning of applicable securities laws (“ forward-looking statements”). Forward-
looking statements are statements that are not historical facts and are generally, but not always, identified by the
words “expects,” “plans,” “anticipates,” “believes,” “intends,” “estimates,” “projects,” “potential” and similar
expressions, or that events or conditions “will,” “would,” “may,” “could” or “should” occur. These forward-looking
statements, include, but are not limited to, statements regarding the Company’s progress towards the acquisition of
the Serra Pelada Project, the Company’s progress on its due diligence review of the Serra Pelada Project, the
anticipated timing to complete the Organizational Period Requirements, the grant and exercise o f t h e O p t i o n , the
terms of any future financings, the filing of a National Instrument 43-101 Technical Report on the Serra Pelada
Project, plans to return the Serra Pelada Project to good standing with Brazilian regulatory authorities, plans to
resolve outstanding debts of the subsidiaries of Colossus, strategies for re-permitting, stakeholder engagement, and
the redevelopment of the Serra Pelada Project, future rehabilitation of the Serra Pelada Project. These forward-
looking statements are subject to a variety of risks and uncertainties which could cause actual events or results to
differ materially from those reflected in the forward-looking statements, including, without limitation: the uncertainties
inherent to current and future legal challenges that face the Serra Pelada Project and Colossus and its subsidiaries;
controls, regulations, and political or economic developments in Brazil; changes in national and local government
legislation in Canada and Brazil; the lack of certainty with respect to foreign legal systems, which may not be immune
from the influence of political pressure, corruption or other factors that are inconsistent with the rule of law; the
speculative nature of mineral exploration and development, including the risks of obtaining and maintaining the
validity and enforceability of the necessary licenses and permits and complying with the permitting requirements of
Brazil; fluctuations in the international currency markets and in the rates of exchange of the currencies of Canada, the
United States and Brazil; significant capital requirements; risks related to fluctuations in metal prices; uncertainties
related to raising sufficient financing to fund exploration work in a timely manner and on acceptable terms; changes in
planned work resulting from weather, logistical, technical or other factors; the possibility that results of work will not
fulfill expectations and realize the perceived potential of the Serra Pelada Project; risk of accidents, equipment
breakdowns and labour disputes or other unanticipated difficulties or interruptions; the possibility of cost overruns or
unanticipated expenses in conducting work programs; the risk of environmental contamination or damage resulting
from Helius’ operations and other risks and uncertainties. Any forward-looking statement speaks only as of the date it
is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation
to update any forward-looking statement, whether as a result of new information, future events or results or
otherwise.
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