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Heliostar Announces $6M Financing with Eric Sprott

Financings

Heliostar Announces $6M Financing with Eric Sprott

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, October 7, 2024 – Heliostar Metals Ltd. (TSX.V: HSTR, OTCQX: HSTXF, FRA: RGG1)

(“Heliostar” or the “Company”) is pleased to announce a non-brokered private placement of 10,000,000

units (each, a “Unit”) at a price of $0. 60 per Unit for gross proceeds of $ 6,000,000 (the “ Private

Placement”).

Each Unit will consist of one common share in the capital of the Company (each, a “Common Share”) and

one-half of one non -transferable Common Share purchase warrant (each whole warrant, a “ Warrant”).

Each Warrant shall entitle the holder thereof to purchase one additional Common Share (each, a “Warrant

Share”) at an exercise price of $ 0.90 per Warrant Share for a period of 24 months following the closing

date of the Private Placement.

2176423 Ontario Ltd., a corporation beneficially owned and controlled by Mr. Eric Sprott, intends to

subscribe for the entire Private Placement.

The Private Placement is scheduled to close on or about October 11 , 2024 and is subject to certain

conditions including, but not limited to, the receipt of all necessary approvals including the approval of

the TSX Venture Exchange (the “TSXV”).

The Company will pay finder's fees to eligible finders in accordance with the policies of the TSXV.

The Company intends to use the net proceeds of the Private Placement for working capital and general

corporate purposes.

All securities issued pursuant to the Private Placement will be subject to a hold period of four months and

one day from the closing date of the Private Placement in accordance with applicable securities laws.

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 applicable

state securities laws.

About Heliostar Metals Ltd.

Heliostar aims to grow to become a mid-tier gold producer. The Company is focused on developing the

100% owned Ana Paula Project in Guerrero, Mexico and has recently entered into an agreement to

acquire a portfolio of production and development assets in Mexico.

FOR ADDITIONAL INFORMATION PLEASE CONTACT:

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

Charles Funk

President and 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 expected closing date of the Private Placement and the

intended use of proceeds of the Private Placement , exploration and development of the Company’s

projects and potential cash flow and production from the Company’s projects.

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, expectation s, 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 est imated costs of development of exploration

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

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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

public health crises; the economic 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 C ompany’s public disclosure documents. 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 r eflect changes in assumptions or changes in circumstances or any other events

affecting such statements or information, other than as required by applicable law.