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 Wed Dec 5, 2007
Helio to Raise $5,250,000 by Way of a Private Placement

 

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

Helio Resource Corp. ("Helio" or the "Company") (TSX-V: HRC) is pleased to announce that it has agreed, subject to all necessary approvals, to a non-brokered private placement of 7,000,000 Units of the Company at a price of $0.75 per Unit for gross proceeds of $5,250,000 (the "Private Placement"). Each Unit will be comprised of one common share of Helio and one half of one common share purchase warrant. Subject to the acceleration provision discussed below, each whole warrant will entitle the holder thereof to purchase one common share of the Company at a price of $0.85 for a period of twenty four months following the closing of the Private Placement. If, after June 30, 2008, the common shares of the Company trade at a price of $1.25 or greater for a period of 21 consecutive days, the Company shall be entitled to accelerate the expiry date of the warrants by providing 30 days written notice to the holder of the warrants. No commission or finders fees are payable in connection with the Private Placement.

The sole purchaser of the Units in connection with the Private Placement shall be Dundee Resources Limited ("Dundee") and/or its affiliates. Dundee is a wholly-owned subsidiary of Dundee Corporation (DCA-TSX) and carries out the resource investments and initiatives of Dundee Corporation. On completion of the Private Placement, Dundee and/or its affiliates will own and/or have control and direction over approximately 8,360,500 common shares and 4,400,000 share purchase warrants representing approximately 19.46% of the issued and outstanding shares of the Company on an undiluted basis or an approximate 26.94% interest assuming the conversion of all warrants held by Dundee and its affiliates. According to the policies of the TSX Venture Exchange, closing of the Private Placement will create a "Control Person" and, as a result, the Company is required to obtain majority shareholder approval for the Private Placement to be completed. The Offering is also subject to Dundee's legal due diligence and TSX Venture Exchange approval.

The proceeds of the Offering will be used by Helio for general corporate working capital and advancement of the SMP gold project in Tanzania.

On the closing of the Private Placement, the Company will grant Dundee the right to nominate one member to the Board of Directors of the Company.

The Private Placement is expected to close on or about January 15, 2008.

Helio Resource Corp. is a dynamic, technically-driven mineral exploration company, focused on high-quality project generation in southern Africa. Helio is actively exploring 27 prospective gold, base-metal and diamond properties in Namibia, Botswana, Mozambique and Tanzania. The main focus for the Company is the development of the SMP gold project in Tanzania. As part of its strategic approach to project development, Helio has optioned 9 of its Namibian licences to Desert Minerals (UK) Ltd. Helio continues to pursue joint venture partners for its other projects in Namibia, Botswana and Mozambique and to assess new opportunities in southern Africa.


For additional information, please contact Richard Williams or Irene Dorsman at +1 604 638 8007 or by e-mail to richard@helioresource.com or irene@helioresource.com.

ON BEHALF OF THE BOARD OF DIRECTORS

"Richard D. Williams"
Richard D. Williams, P.Geo
CEO
"Chris MacKenzie"
Christopher J. MacKenzie, C.Geol.
COO

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.
 
 

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