Palamina Agrees to Sell Two Projects to Helio Resource Corp.

Palamina Agrees to Sell Two Projects to Helio Resource

Corp.

Toronto, Ontario--(Newsfile Corp. - May 15, 2019) - Palamina Corp. (TSXV:

PA

) has signed a letter of intent ("

LOI

") to sell 100%

of the application and mining rights to the Gaban Gold and Tinka I.O.C.G. Projects in Peru to Helio Resource Corp. ("

Helio

";

HRC:TSX.V). In exchange Palamina will receive a total of 10 million common shares of Helio and a 2% Net Smelter Return

Royalty ("

NSR

") on each project. Helio retains the right to buy back 1% of the NSR for $1,000,000 per project. Helio will make

an Advance Royalty Payment (ARP) of $25,000 to Palamina on the first and second anniversaries of closing the Transaction.

The ARP will double every two years until such time that Helio has either completed a total of 5,000m of drilling or has

abandoned the properties.

As per the terms of the LOI, Palamina will receive 5,000,000 shares of Helio on successful completion of a 30-day due diligence

period. The balance of the 5,000,000 shares is payable within two years and will be issued by Helio to Palamina on completion

of future equity financings by Helio or shareholder approval. Under the terms of the LOI, Palamina has agreed to act as the

operator of the two projects for the first year. In addition, Palamina will have the right on closing of the transaction to place one

director onto the board of directors of Helio and to nominate a second director to stand for election at the next annual general

meeting of Helio.

Andrew Thomson, President of Palamina stated, "Today's announcement reaffirms our focus on advancing the recent gold

discoveries at Coasa, reduces our land carrying and management costs and brings in a partner to focus on the opportunities at

Gaban and Tinka. By acquiring a board seat and a significant equity stake in Helio, Palamina will retain significant exposure to

all of Helio's projects while moving Coasa forward."

Helio Resource Corp. is a Vancouver based junior gold company whose primary focus has been the exploration and

development of the SMP orogenic gold project in Tanzania. Helio held 4 Retention Licences within the

SMP gold project area

until June of 2017 when changes to the Mining Act announced by the Tanzanian government resulted in the Retention License

classification being abolished. As a result, the ground covered by the Retention Licences was transferred to the Tanzanian

government. Helio has, after consultation with the Tanzanian government, re-applied for Prospecting Licences to replace the

ground previously held under Retention Licences.

The Gaban Gold Project covers 17,400 hectares under application and title all of which are being transferred 100% to Helio on

closing of a definitive agreement. The Gaban gold project covers the town of San Gaban and hosts excellent infrastructure for

building a mine. The town sits at a 550 metre elevation and is a 4 hours' drive by the Trans-oceanic highway to the Puerto

Maldonado airport. The San Gaban hydro-electric dam has a 206 MW capacity and provides power to the town of San Gaban.

Gaban was acquired to locate the hard rock source of alluvial gold in the Yanamayo river which drains into the Madre de Dios

basin. Over 10 sets of alluvial miners are recovering coarse gold from the Yanamayo river.

The Tinka iron oxide copper-gold (I.O.C.G.) Project covers 1,800 hectares under application and is located at less than 2,000 m

elevation 45 km southeast of Ica, capital of Ica Department & 300 km southeast from Lima along the Pan-American highway.

Mr. Alistair Waddell, BSc (Hons), a Member of the Australian Institute of Mining and Metallurgy (MAusIMM), is a director of

Palamina Corp. He is a Qualified Person as defined by National Instrument 43-101 and has supervised the preparation,

compilation and review of the geological and technical contents of this press release.

About Palamina Corp.

Palamina holds the application and mining rights to five gold projects in south-eastern Peru in the Puno Orogenic Gold Belt

(POGB), a silver copper project in the Santa Lucia district and 2 copper-gold projects in Southern Peru. Palamina recently

signed a letter of intent with Helio Resources Corp. to sell its Gaban gold and Tinka I.O.C.G Projects for 10,000,000 shares of

Helio and a 2% NSR per project. Upon completion of the sale, Palamina will retain six Projects in Peru. Palamina has

36,228,636 shares outstanding and trades on the TSX Venture Exchange under the symbol PA.

FOR FURTHER INFORMATION PLEASE CONTACT:

Andrew Thomson, President

Phone: (416) 987-0722 or visit

www.palamina.com

This news release contains certain "forward-looking statements" within the meaning of such statements under applicable

securities law. Forward-looking statements are frequently characterized by words such as "plan", "continue", "expect",

"project", "intend", "believe", "anticipate", "estimate", "may", "will", "potential", "proposed" and other similar words, or

statements that certain events or conditions "may" or "will" occur. These statements are only predictions. Various

assumptions were used in drawing the conclusions or making the projections contained in the forward-looking statements

throughout this news release. Forward-looking statements include, but are not limited to, the use of proceeds of the Offering

and the Company's future business plans. Forward-looking statements are based on the opinions and estimates of

management at the date the statements are made, and 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 statements. The

Company is under no obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking

statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.

A more complete discussion of the risks and uncertainties facing the Company appears in the Company's continuous

disclosure filings, which are available at

www.sedar.com

.

Neither the 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.

To view the source version of this press release, please visit

https://www.newsfilecorp.com/release/44804