Heliostar Announces Closing of $3 Million Non-Brokered Private Placement
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Heliostar Announces Closing of
$3 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, August 2 , 2022 – Heliostar Metals Limited (TSX.V: HSTR, OTCQX: HSTXF, FRA: RGG1)
("Heliostar" or the "Company") is pleased to announce that, further to its news releases dated June 23, 2022 it
has closed its non-brokered private placement offering (the “Offering”). 12,020,000 units (each a “Unit”) of the
Company were issued at a price of $0.25 per Unit (the “Offering Price”) for gross proceeds of $3,005,000.
About the Private Placement
Each Unit will consist of one common share in the capital of the Company (each a “Common Share”) and one
common share purchase warrant (a “Warrant”). Each Warrant shall initially entitle the holder to purchase one
additional Common Share at an exercise price of $0.50 per Common Share until the date (the “Transition Date”)
that is six months following the Closing Date. On the Transition Date, each outstanding Warrant shall
automatically (without any need for notice or action) convert into a half-warrant (each, a “Half-Warrant”) and
thereafter the holder will only be entitled to purchase one Common Share upon the exercise of two Half -
Warrants at an aggregate exercise price of $0.75 per Common Share. The Half -Warrants will expi re eighteen
months after the Transition Date.
In the Offering, the Company paid finders fees to three qualified finders, consisting of an aggregate amount of
$14,700 in cash and 58,800 non-transferable broker warrants (“Broker Warrants”). Each Broker Warrant is
exercisable into one Share (each a “Broker Warrant Share”) at an exercise price of $0.50 per Common Share
until the Transition Date. On the Transition Date, each outstanding Warrant shall automatically (without any
need for notice or action) convert into a Half-Warrant and thereafter the holder will only be entitled to purchase
one Common Share upon the exercise of two Half-Warrants at an aggregate exercise price of $0.75 per Common
Share. The Half-Warrants will expire eighteen months after the Transition Date.
The Shares, any Warrant Shares issuable upon exercise of any of the Warrants and any Broker Warrant Shares
issuable upon exercise of any of the Broker Warrants are subject to a four month and one -day restricted resale
period expiring December 3, 2022 in accordance with the policies of the TSX Venture Exchange and securities
laws applicable in Canada. In addition to Canadian resale restrictions, any of the securities sold to investors from
other jurisdictions may be subject to additional resale restri ctions, including those of the federal laws of the
United States of America and any State or territory thereof.
The Company intends to use the net proceeds from the Offering to advance its Alaskan and Mexican projects,
focusing primarily on a proposed drill program at Unga , as well as for working capital and general corporate
purposes.
Geologic Resource Partners LLC , a company wholly owned and controlled by George Ireland , a director ,
purchased 400,000 Units in the Offering, and t he Offering is therefore considered to be a “related party
transaction”, as defined in Multilateral Instrument 61 -101, Protection of Minority Security Holders in Special
TSX.V: HSTR
OTCQX: HSTXF
1090 West Georgia Street, Suite 700, Vancouver BC, V6E 3V7, Canada -- Tel +1 236 429 9306
TSX.V: HSTR, OTCQX: HSTXF, FRA: RGG1
CW18876159.2
Transactions (“MI 61-101”) and Policy 5.9 of the TSX Venture Exchange, which require that the Company, in the
absence of exemptions, obtain a formal valuation for, and minority shareholder approval of, the related party
transaction. However, the Offering is exempt: (i) from the formal valuation requirement of MI 61-101 (and Policy
5.9) pursuant to the exemption contained in section 5.5(b) of MI 61-101 as none of the Company’s securities are
listed on any of the markets specified in s ection 5.5(b) of MI 61 -101, and (ii) from the shareholder approval
requirement of MI 61-101 (and Policy 5.9) pursuant to the exemption contained in section 5.7(1)(a) of MI 61-101
because the fair market value of the securities sold to related parties in th e Offering did not exceed 25% of the
Company’s market capitalization.
None of the securities to be issued in the Offering have been or will be registered under the United States
Securities Act of 1933, as amended (the “1933 Act”), and none may be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of the 1933 Act.
About Heliostar Metals Ltd.
Heliostar is a junior exploration and development company with a portfolio of high-grade gold projects in Alaska
and Mexico. The company’s flagship asset is the 100% controlled Unga Gold Project on Unga and Popof Islands
in Alaska. The project hosts an intermediate sulfidation epithermal gold deposit, located within the district-scale
property that encompasses 240km2 across the two islands. Additional targets on the property include porphyry,
high sulphidation and intermediate sulphidation epithermal veins. On Unga Island, priority targets include: the
SH-1 and Aquila, both on the Shumagin Trend, the former Apollo -Sitka mine, which was Alaska’s first
underground gold mine and the Zachary Bay porphyry gold -copper prospect. Gold mineralization at the
Centennial Zone is located on neighbouring Popof Island within four kilometres of infrastructure and services at
Sand Point.
In Mexico, the company owns 100% of three early stage epithermal projects in Sonora that are highly prospective
for gold and silver. Cumaro forms part of the El Picacho district, while the Oso Negro and La Lola projects are
also prospective for epithermal gold-silver mineralization.
For additional information please contact:
Charles Funk
Chief Executive Officer
Heliostar Metals Limited
Email: [email protected]
Rob Grey
Investor Relations Manager
Heliostar Metals Limited
Email: [email protected]
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.
Forward-Looking Information. This release includes certain statements that may be deemed "forward -looking
statements". Forward-looking statements are statements that are not historical facts and are generally, but not
always, identified by t he words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects",
"potential" and similar expressions, or that events or conditions "would", "may", "could" or "should" occur.
Forward-looking statements in this press release include Heliostar’s planned use of proceeds.. Although Heliostar
1090 West Georgia Street, Suite 700, Vancouver BC, V6E 3V7, Canada -- Tel +1 236 429 9306
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believes that the expectations expressed in such forward -looking statements are based on reasonable
assumptions, such statements are not a guarantee of future performance and actual results may differ materially
from those in the forward-looking statements. Factors that could cause the actual results to differ materially from
those in forward -looking statements include market prices, exploitation and exploration successes, weather,
continued availability of capital and financing, and general economic, market or business conditions. Investors
are cautioned that any such statements are not guarantees of future performance and actual results or
developments may differ materially from those projected i n the forward -looking statements. Forward -looking
statements are based on the beliefs, estimates and opinions of the Company's management on the date the
statements are made. Except as required by applicable securities laws, the Company undertakes no obligation to
update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other
factors, should change.