Heliostar Announces $5 Million Non-Brokered Private Placement
Heliostar Announces $5 Million
Non-Brokered Private Placement
THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION
IN THE UNITED STATES OR TO U.S. PERSONS
Vancouver, Canada, June 12, 202 4 – Heliostar Metals L td. (TSX.V: HSTR, OTCQX: HSTXF, FRA: RGG 1)
(“Heliostar” or the “Company”) is pleased to announce a non -brokered private placement of up to
18,867,924 common shares (the “ Offered Shares ”) at a price of $0.265 per Offered Share for gross
proceeds of up to approximately $5 million (the “Private Placement”).
The Company intends to use the net proceeds of the Private Placement for the commencement of drilling
at Ana Paula and general working capital.
The Private Placement is scheduled to close on or about June 18, 2024 and is subject to certain conditions
including, but not limited to, the receipt of all necessary approvals including the appro val of the TSX
Venture Exchange.
Up to 3,773,585 of the Offered Shares (the “ LIFE Portion”) are expected to be offered to purchasers
pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45 -106 –
Prospectus Exemptions (“NI 45-106”) and will not be subject a statutory hold period. Up to 15,094,340 of
the Offered Shares are expected to be offered to purchasers pursuant to the accredited investor
exemption under Section 2.3 of NI 45 -106 and will be subject to a statutory hold period of four months
and one day.
There is an offering document (the “Offering Document”) related to the LIFE Portion that can be accessed
under the Company’ s profile at www.sedar plus.ca and on the Company’s website at
www.heliostarmetals.com. Prospective investors should read the Offering Document before making an
investment decision.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the
United States or to U.S. Persons (as that term is defined in Rule 902(k) of Regulation S), nor shall this press
release be construed to consti tute such an offer or solicitation in any jurisdiction in which such offer,
solicitation or sale would be unlawful. The securities being offered have not been, nor will they be,
registered under the United States Securities Act of 1933, as amended (the “1933 Act”) or under any U.S.
state securities laws, and may not be offered or sold in the United States absent registration or an
applicable exemption from the registration requirements of the 1933 Act, as amended, and ap plicable
state securities laws.
Debt Financing Update
On May 7, 2024, the Company announced that it had entered into a non-binding letter of intent in respect
of a senior secured debt facility (the “Debt Facility”) for the aggregate principal amount of US$20 million.
Closing of the Private Placement is not expected to impact the Debt Facility.
The Company anticipates the Debt Facility to be completed by the end of July, 2024.
TSX.V: HSTR
OTCQX: HSTXF
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595 Burrard Street, Suite 1723, Vancouver BC, V6X 1J1, Canada -- Tel +1 236 429 9306
TSX.V: HSTR, OTCQX: HSTXF, FRA: RGG1
Statement of Qualified Person
Stewart Harris, P.Geo., a Qualified Person, as such term is defined by National Instrument 43 -101 –
Standards of Disclosure for Mineral Projects , has reviewed the scientific and technical information that
forms the basis for this news release and has approved the disclosure herein.
About Heliostar Metals Ltd.
Heliostar is a junior mining company with a portfolio of high-grade gold projects in Mexico and Alaska.
The Company is focused on developing the 100% owned Ana Paula Project in Guerrero, Mexico. In
addition, Heliostar is working with the Mexican government to permit the San Antonio Gold Project in
Baja Sur, Mexico. The Company continues efforts to explore the Unga Gold Project in Alaska, United States
of America.
Ana Paula hosts measured and indicated resources of 710,920 ounces of gold (320,204 measured and
390,716 indicated ounces) at 6.60 g/t gold and an inferred resource of 447,512 ounces of gold at 4.24 g/t
gold. The asset is permitted for open-pit mining and contains significant existing infrastructure including
a portal and a 412-metre-long decline.
FOR ADDITIONAL INFORMATION PLEASE CONTACT:
Charles Funk
Chief Executive Officer
Heliostar Metals Limited
Email: [email protected]
Phone: +1 844-753-0045
Rob Grey
Investor Relations Manager
Heliostar Metals Limited
Email: [email protected]
Phone: +1 844-753-0045
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies
of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Statement Regarding Forward-Looking Information
This news release includes certain "Forward–Looking Statements" within the meaning of the United States
Private Securities Litigation Reform Act of 1995 and "forward –looking information" under applicable
Canadian securities laws. When used in this news rel ease, the words "anticipate", "believe", "estimate",
"expect", "target", "plan", "forecast", "may", "would", "could", "schedule" and similar words or
expressions, identify forward –looking statements or information. These forward –looking statements or
information relate to, among other things: the intended use of proceeds of the Private Placement; the
expected closing date of the Private Placement and the anticipated closing of the Debt Facility.
Forward–looking statements and forward–looking information relating to the terms and completion of the
Facility, any future mineral production, liquidity, and future exploration plans are based on management's
reasonable assumptions, estimates, expectations, analyses and opinions, which are based on
management's experience and perception of trends, current conditions and expected developments, and
other factors that management believes are relevant and reasonable in the circumstances, but which may
prove to be incorrect. Assumptions have been made regarding, among other things, the receipt of
necessary approvals, price of metals; no escalation in the severity of public health crises or ongoing military
conflicts; costs of exploration and development; the estimated costs of development of exploration
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595 Burrard Street, Suite 1723, Vancouver BC, V6X 1J1, Canada -- Tel +1 236 429 9306
TSX.V: HSTR, OTCQX: HSTXF, FRA: RGG1
projects; and the Company's ability to operate in a safe and effective manner and its ability to obtain
financing on reasonable terms.
These statements reflect the Company's respective current views with respect to future events and are
necessarily based upon a number of other assumptions and estimates that, while considered reasonable
by management, are inherently subject to significant business, economic, competitive, political and social
uncertainties and contingencies. Many factors, both known and unknown, could cause actual results,
performance, or achievements to be materially different from the results, performance or achievements
that are or may be expressed or implied by such forward –looking statements or forward -looking
information and the Company has made assumptions and estimates based on or related to many of these
factors. Such factors include, without limitation: precious metals price volatility; risks associated with the
conduct of the Company's mining activities in foreign jurisdictions; regulatory, consent or permitting
delays; risks relating to reliance on the Company's management team and outside contractors; risks
regarding exploration and mining activities; the Company's inability to obtain insurance to cover all risks,
on a commercially reasonable basis or at all; currency fluctuations; risks regarding the failure to generate
sufficient cash flow from operations; risks relating to project financing and equity issuances; risks and
unknowns inherent in all mining projects, including the inaccuracy of reserves and resources, metallurgical
recoveries and capital and operating costs of such projects; contests over title to pr operties, particularly
title to undeveloped properties; laws and regulations governing the environment, health and safety; the
ability of the communities in which the Company operates to manage and cope with the implications of
public health crises; the ec onomic and financial implications of public health crises, ongoing military
conflicts and general economic factors to the Company; operating or technical difficulties in connection
with mining or development activities; employee relations, labour unrest or unavailability; the Company's
interactions with surrounding communities; the Company's ability to successfully integrate acquired
assets; the speculative nature of exploration and development, including the risks of diminishing quantities
or grades of reserves; stock market volatility; conflicts of interest among certain directors and officers; lack
of liquidity for shareholders of the Company; litigation risk; and the factors identified under the caption
“Risk Factors” in the Company’s public disclosure d ocuments. Readers are cautioned against attributing
undue certainty to forward –looking statements or forward -looking information. Although the Company
has attempted to identify important factors that could cause actual results to differ materially, there may
be other factors that cause results not to be anticipated, estimated or intended. The Company does not
intend, and does not assume any obligation, to update these forward –looking statements or forward -
looking information to reflect changes in assumption s or changes in circumstances or any other events
affecting such statements or information, other than as required by applicable law.