Heliostar Announces Initial Closing of $4.5 Million Offering with Prime Order from Eric Sprott

Vancouver, British Columbia–(Newsfile Corp. – June 21, 2024) – Heliostar Metals Ltd. (TSXV: HSTR) (OTCQX: HSTXF) (FSE: RGG1) (“Heliostar“or the”Business“) is pleased to announce that it has closed the initial tranche of its non-brokered private placement offering (the “Offer“) previously announced on June 5, 2024. In connection with the offering, the Company issued a total of 16,904,585 common shares (the “Actions“) at a price of $0.265 per share for gross proceeds of approximately $4,479,715.

The Company plans to close a final tranche of the offering upon receipt of approval from the TSX Venture Exchange for the creation of a new insider of the Company. Assuming this approval is obtained, the final tranche is expected to close on or about June 28, 2024, for gross proceeds of approximately $499,790.

3,773,585 of the shares were offered under the financing exemption by a listed issuer under Part 5A of Regulation 45-106 – Prospectus exemptions and will not be subject to a statutory hold period. 13,131,000 shares were offered to subscribers pursuant to the accredited investor exemption provided for in section 2.3 of Regulation 45-106 and will be subject to a legal hold period of four months and one day.

Mr. Eric Sprott increased his ownership interest in the Company by participating in the offering with a master order through 2176432 Ontario Ltd., acquiring 7,550,000 shares for gross proceeds of $2,000,750.

The Company intends to use the net proceeds from the offering for the commencement of drilling at Ana Paula and for general working capital.

Closing of the Offering is subject to final approval of the TSX Venture Exchange.

The Company also paid a finder’s fee in connection with part of the financing, consisting of a cash commission of $200,000. In addition, the Company issued to the introducers 554,718 non-transferable warrants (the “Subscription warrants“). Each finder’s warrant entitles its holder to purchase one share at a price of $0.265 for a period of 12 months.

The securities offered have not been registered under the US Securities Act of 1933, as amended (the “US Securities Act”), and may not be offered or sold to, or for the account or benefit of, persons in the “US Securities Act”. UNITED STATES “. or “U.S. Persons” (as such terms are defined in Regulation S under the U.S. Securities Act) absent registration under the U.S. Securities Act and all applicable state securities laws or compliance with an applicable exemption from these registration requirements. This press release does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

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Declaration of the qualified person

Stewart Harris, P.Geo., a qualified person, as that term is defined by National Instrument 43-101 – Disclosure standards for mining projectshas reviewed the scientific and technical information which forms the basis of this press release and has approved the disclosure presented 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. Additionally, Heliostar is working with the Mexican government to license the San Antonio Gold Project in Baja Sur, Mexico. The Company continues its exploration efforts at the Unga Gold project in Alaska, United States of America.

Ana Paula contains measured and indicated resources of 710,920 ounces of gold (320,204 ounces measured and 390,716 ounces indicated) 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 licensed for surface mining and contains significant existing infrastructure, including a 412 meter long gate and ramp.

FOR MORE INFORMATION, PLEASE CONTACT:

Charles Funck
General manager
Héliostar Metals Limited
Email: [email protected]
Telephone: +1 844-753-0045

Rob Gray
Head of Investor Relations
Héliostar Metals Limited
Email: [email protected]
Telephone: +1 844-753-0045

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.

Caution Regarding Forward-Looking Information

This press 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 press release, 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 the proceeds of the offering and the anticipated closing date for a second tranche of the offering.

Forward-looking statements and forward-looking information relating to the terms and completion of the plant, any future mining production, liquidity and future exploration plans are based on reasonable assumptions, estimates, expectations, analyzes and opinions of management, which are based on the opinions of management. experience and perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable in the circumstances, but which may prove to be incorrect. Assumptions were made regarding, among other things, the receipt of necessary approvals, the price of metals; no escalation in the severity of ongoing public health crises or military conflicts; exploration and development costs; the estimated costs of developing exploration projects; and the Company’s ability to operate safely and efficiently and its ability to obtain financing on reasonable terms.

These statements reflect the Company’s current beliefs regarding future events and are necessarily based on a number of other assumptions and estimates which, although considered reasonable by management, are inherently subject to significant business uncertainties and contingencies, economic, competitive, political and social. . Many factors, 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 by the Company. . has made assumptions and estimates based on or relating to many of these factors. These factors include, but are not limited to: volatility in precious metal prices; risks associated with conducting the Company’s mining activities in foreign jurisdictions; regulatory, consent or authorization delays; risks related to dependence on the Company’s management team and external subcontractors; risks related to exploration and mining activities; the Company’s inability to obtain insurance covering all risks, on a commercially reasonable basis or at all; currency fluctuations; risks related to the inability to generate sufficient operating cash flows; risks related to project financing and equity issues; risks and unknowns inherent in all mining projects, including inaccuracy of reserves and resources, metallurgical recoveries and capital and operating costs of such projects; disputes over property titles, in particular titles 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 respond to the implications of public health crises; the economic and financial implications of public health crises, ongoing military conflicts and general economic factors for the Company; operational or technical difficulties related to mining or development activities; employee relations, work disruptions 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 risks of declines in the quantities or quality of reserves; stock market volatility; conflicts of interest between certain directors and officers; lack of liquidity for the Company’s shareholders; risk of litigation; and the factors identified under the heading “Risk Factors” in the Company’s public disclosure documents. Readers are cautioned not to attribute 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 assumes no obligation, to update any such forward-looking statements or forward-looking information to reflect changes in assumptions or changes in circumstances or any other events affecting such statements or information, except if required by applicable laws. law.

THIS PRESS RELEASE IS NOT INTENDED FOR DISTRIBUTION TO U.S. NEWS SERVICES OR DISSEMINATION IN THE UNITED STATES OR TO AMERICAN PERSONS

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