Heliostar Announces Closing of C$20.4M (US$15.0M) Private Placement and Provides Ana Paula and San Antonio Transaction Updates
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Heliostar Announces Closing of C$20.4M (US$15.0M)
Private Placement and Provides Ana Paula and
San Antonio Transaction Updates
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, March 17, 2023 – 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
December 5, 2022, January 17 , 2023 and March 3, 202 3, it has closed its previously announced non-
brokered private placement offering (the “Offering”), of which the Company issued 92,727,272 units
(each a “Unit”) at a price of C$0.22 per Unit for gross aggregate proceeds of approximately C$20,400,000
(US$15,000,0001). The Company is also please d to provide an update on its proposed acquisition
(the “Transaction”) of all of the issued and outstanding shares of Aurea Mining Inc. (“Aurea Mining”), a
wholly owned subsidiary of Argonaut Gold Inc. (“Argonaut”), which through Aurea Mining’s wholly owned
subsidiary Minera Aurea S.A. de C.V. (“Minera Aurea”), holds a 100% indirect interest in and to the Ana
Paula Gold project ( the “Ana Paula Gold Project ”), as well as its option agreement (the “ Option
Agreement”) with Argonaut and its wholly owned subsidiary, Compañía Minera Pitalla S.A. de CV,
pursuant to which the Company has been granted an option (the “Option”) to acquire a 100% interest in
the San Antonio Gold project (the “San Antonio Gold Project”).
Private Placement Details
Each Unit consists of one common share (each, a “Share”) in the capital of the Company and one-half of
one non -transferable Share purchase warrant (each whole warrant, a “ Warrant”). Each Warrant shall
entitles the holder thereof to purchase one additional Share (each, a “ Warrant Share”) at an exercise
price of C$0.30 per Warrant Share for a period of thirty-six (36) months following the date of issuance
(the “Date of Issue”).
Aggregate finder’s fees of $ 554,700 in cash were paid and 2,521,461 non-transferable broker warrants
(each, a “Broker Warrant”) were issued to three qualified finders. Each Broker Warrant is exercisable into
one Share (eac h a “Broker Warrant Share ”) at an exercise price of $0. 30 per Common for a period of
thirty-six (36) months following the Date of Issue.
The proceeds from the Offering are anticipated to be used for the purchase and subsequent exploration
advancement of the Ana Paula Gold Project as well as for general working capital purposes. All securities
issued in connection with the Offering are subject to a four month and one-day restricted resale period.
Each of Charles Funk (Chief Executive Officer), Sam Anderson (VP Exploration) and Mahesh Liyanage (Chief
Financial Officer ) (collectively, the “ Insiders”), participated in the Offering. Accordin gly, each of their
respective subscriptions constituted a “related party transaction” within the meaning of Multilateral
Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The
issuance of the Units to the Insiders, however, was exempt from the valuation requirements of MI 61-101
by the virtue of the exemption contained in section 5.5(b) as the Shares are not listed on a specified
market and from the minority shareholder approval requirements of MI 61-101 by virtue of the exemption
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contained in Section 5.7(1)(a) as the value of the Units issued under the Offering did not exceed 25% of
the Company’s market capitalization.
None of the securities issued in the Offering will b e registered under the United States Securities Act of
1933, as amended (the “1933 Act”), and none of them may be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of the 1933 Act. This n ews
release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of
the securities in any state where such offer, solicitation, or sale would be unlawful.
Transaction Update
By way of update, the Company and Argonaut Gold Inc. (“Argonaut”) continue to work towards the closing
of the Transaction and have met several of the conditions for the closing of the Transaction
(the “Closing”). Accordingly, Heliostar received conditional approval from the TSX Venture Exchange
(“TSXV”) for the Transaction on March 9, 2023 . The Closing remains subject to, among other things, the
final approval of the TSXV, as the Transaction constitute s a Fundamental Acquisition as defined in TSXV
Policy 5.3 – Acquisitions and Dispositions of Non -Cash Assets. Further to Heliostar’s December 5, 2022,
January 17, 2023 and March 3, 2023 news releases, the Company has yet to receive conditional approval
from the TSXV for the grant of the Option under t he terms of the Option Agreement. The Company
continues to work towards obtaining receipt of conditional approval from the TSXV for the Option,
following which it may, pursuant to the terms of the Option Agreement, earn a 100% interest in and to
the San Antonio Gold Project located in Baja California Sur State, Mexico.
For additional details on the Transaction, the Ana Paula Project and the San Antonio Transaction, see the
Company’s news releases dated December 5, 2022, January 17 , 2023 and March 3, 202 3 filed under its
profile on SEDAR.
About Heliostar Metals Ltd.
Heliostar is a junior mining company with a portfolio of advanced high-grade gold projects in Mexico and
Alaska.
Upon completion of the Transaction, the Company intends to focus 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 e xpand the
resource at the Unga Gold Project in Alaska, United States of America.
The Ana Paula Project deposit contains proven and probable mineral reserves of 1,021,000 ounces of gold
at 2.3 6 g/t gold and 2,254,000 ounces of silver at 5.22 g/t silver. 2 A Preliminary Feasibility Study was
completed in 2017, the asset is permitted for open -pit mining.2 The asset contains significant existing
infrastructure including a portal and 412 metre long decline.2
San Antonio is a high-grade oxide gold deposit containing measured and indicated mineral resources of
1,735,000 ounces of gold at 0.83 g/t gold. 3 A Preliminary Eco nomic Assessment for Argonaut was
completed in 2012.
Unga is an advanced vein district containing the SH -1 gold deposit within a large, prospective vein field.
SH-1 contains inferred minerals resources of 384,00 ounces of gold at 13.8 g/t gold.
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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 (“NI 43 -101”), has reviewed the scientific and technical
information that forms the basis for this news release and has approved the disclosure herein. Historical
information contained in this news release cannot be relied upon as Stewart Harris has not prepared nor
verified such information.
Sources
1. $US15M total based of Bank of Canada exchange rate for US$ on March 3, 2022.
2. Alio Gold Inc., Ana Paula Project NI 43-101 Technical Report Amended Preliminary Feasibility
Study with effective date 16 May 2017.
3. Argonaut Gold Inc., NI 43 -101 Technical Report on Resources San Antonio Project with
effective date 1 September 2012.
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.
This news release cont ains forward ‐looking information which is subject to a variety of risks and
uncertainties and other factors that could cause actual events or results to differ from those projected in
the forward‐looking statements. Forward looking statements in this press release include, but are not
limited to, statements regarding the proposed Transaction, the anticipated use of proceeds of the Offering,
the receipt of final approval for the Transaction by the TSXV, the receipt of conditional approv al for the
San Antonio Transaction by the TSXV and general statements regarding the potential the Transaction and
the San Antonio Transaction (together, the “Transactions”), as applicable . These forward ‐ looking
statements are subject to a variety of risks and uncertainties and other factors that could cause actual
events or results to differ materially from those projected in the forward‐looking information. Risks that
could change or prevent these statements from coming to fruition include, but are not lim ited to, the
Company not being able to complete the Transactions, as applicable ; general business, economic and
social uncertainties; litigation, legislative, environmental and other judicial, regulatory, political and
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competitive developments; and other risks outside of the Company’s control. Further, the ongoing COVID-
19 pandemic, labour shortages, high energy costs, inflationary pressures, rising interest rates, the global
financial climate and the conflict in Ukraine and surrounding regions are some additional factors that are
affecting current economic conditions and increasing economic uncertainty, which may impact the
Company’s operating performance, financial position, and future prospects. Collectively, the potential
impacts of this economic environ ment pose risks that are currently indescribable and immeasurable.
Readers are cautioned that forward -looking statements are not guarantees of future performance or
events and, accordingly, are cautioned not to put undue reliance on forward -looking statements due to
the inherent uncertainty of such statements. These forward -looking statements are made as of the date
of this news release and, unless required by applicable law, the Company assumes no obligation to update
these forward-looking statements.