Vancouver, Canada, May 5th,2021 – Heliostar Metals Limited (TSX.V:HSTR, OTCQX: HSTXF, FRA: RGG1) ("Heliostar"or the "Company") ispleased to announce that, further to its news releases dated April 8, 2021 andApril 14, 2021, it has closed its marketed private placement offering of 5,348,616units (the “Units”) at a price of $1.05per Unit for gross proceeds of $5,616,047 (the “Offering”). As previouslyannounced, the Offering was made pursuant to an agreement with CanaccordGenuity Corp., as lead agent, on behalf of a syndicate of agents including SprottCapital Partners LP. Haywood Securities Inc. and Agentis Capital (collectively,the “Agents”).
Each Unit consists of one commonshare in the capital of the Company (each a “Common Share”) and one half of one common share purchase warrant(each whole warrant a “Warrant”). Each Warrant is exercisable for one CommonShare at an exercise price of $1.70 for a period of 12 months following theClosing Date.
The Warrants may be accelerated bythe Company, at its sole option, at any time after the closing date of theOffering provided that the closing price of the common shares of the Company onthe TSX Venture Exchange exceeds $2.00 for a period of 15 consecutive tradingdays at any time after the date that is four months and one day followingclosing, by giving notice to the holders thereof and, in such case, theWarrants will expire at 4:00pm (Toronto time) on the earlier of: (i) the 30thday after the date on which such notice is given by the Company in accordancewith the terms of the Warrants, and (ii) the date that is 12 months following the Closing Date.
The Company has paid, to theAgents and one exempt market dealer, an aggregate cash commission equal to sixpercent (reduced to three percent for certain subscribers on the Company’sPresident’s List) of the gross proceeds from the Offering and issued anaggregate of 310,921 non-transferable broker warrants (“Broker Warrants”), being equal to six percent (reduced to threepercent for certain subscribers on the Company’s President’s List) of thenumber of Units sold in the Offering. Each Broker Warrant entitles the holder to purchase one Common Share atan exercise price of $1.05 until expiry on the day that is 12 months followingthe closing date.
All of the securities issued inthe Offering are subject to a four month and one-day restricted resale periodexpiring September 5, 2021 in accordance with the policies of the TSX VentureExchange and securities laws applicable in Canada. In addition, securities issued in theOffering to U.S. purchasers are subject to resale restrictions imposed byfederal and state securities laws applicable in the United States.
The Company intends to use the netproceeds from the Offering to advance the Company’s Alaskan and Mexican projects,as well as for working capital and general corporate purposes.
The Offering includedparticipation from Charles Funk and Sam Anderson, the Company’s CEO and VicePresident of Exploration, respectively. Accordingly, the Offering constitutes a "related partytransaction" as such term is defined in Multilateral Instrument 61-101 – Protection of Minority Security Holders inSpecial Transactions ("MI61-101"), which requires that the Company, in the absence ofexemptions, obtain a formal valuation for, and minority shareholder approvalof, the related party transaction. However, such Related Party Transaction isexempt: (i) from the formal valuation requirement of MI 61-101 pursuant to theexemption contained in section 5.5(b) of MI 61-101 as none of the Issuer’ssecurities are listed on any of the markets specified in section 5.5(b) of MI61-101, and (ii) from the shareholder approval requirement of MI 61-101pursuant to the exemption contained in section 5.7(1)(a) of MI 61-101 becausethe fair market value of the Private Placement insofar as it involvesinterested parties does not exceed 25% of the Issuer’s market capitalization atthe time the Related Party Transaction was agreed to.
The securities offered have notbeen, and will not be, registered under the United States Securities Act of 1933, as amended, or any state securities laws,and may not be offered, sold or delivered, directly or indirectly, in theUnited States, its possessions and other areas subject to its jurisdiction orto, or for the account or for the benefit of a U.S. person, unless an exemptionfrom registration is available. This news release is for information purposesonly and does not constitute an offer to sell or a solicitation of an offer tobuy any securities of the Company in any jurisdiction.
About Heliostar Metals Ltd.
Heliostar is a junior exploration and development company with aportfolio 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 sulfidationepithermal gold deposit, located within the district-scale property thatencompasses 240km2 across the two islands. Additional targets on theproperty include porphyry, high sulphidation and intermediate sulphidationepithermal veins. On Unga Island, priority targets include: the SH-1 andAquila, both on the Shumagin Trend, the former Apollo-Sitka mine, which wasAlaska’s first underground gold mine and the Zachary Bay porphyry gold-copper prospect. Gold mineralization at the Centennial Zone islocated on neighbouring Popof Island within four kilometres of infrastructureand services at Sand Point.
In Mexico, the company owns 100% of three early stage epithermalprojects 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 epithermalgold-silver mineralization.
Foradditional information please contact:
Chief Executive Officer
Heliostar Metals Limited
Investor Relations Manager
Heliostar Metals Limited
NeitherTSX Venture Exchange nor its Regulation Services Provider (as that term isdefined in the policies of the TSX Venture Exchange) accepts responsibility forthe 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 factsand are generally, but not always, identified by the 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 inthis press release include Heliostar’s planned use of proceeds. Although Heliostar believes that the expectationsexpressed in such forward-looking statements are based on reasonableassumptions, such statements are not a guarantee of future performance andactual results may differ materially from those in the forward-lookingstatements. Factors that could cause the actual results to differ materiallyfrom those in forward-looking statements include market prices, exploitationand exploration successes, weather, continued availability of capital andfinancing, and general economic, market or business conditions. Investors arecautioned that any such statements are not guarantees of future performance andactual results or developments may differ materially from those projected inthe forward-looking statements. Forward-looking statements are based on thebeliefs, estimates and opinions of the Company's management on the date thestatements are made. Except as required by applicable securities laws, theCompany undertakes no obligation to update these forward-looking statements inthe event that management's beliefs, estimates or opinions, or other factors,should change.