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 Fri Mar 13, 2009
Helio Announces $5.25 Million Private Placements

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

$2,800,000 Brokered Private Placement

Helio Resource Corp. (TSX-V:HRC) ("Helio" or the "Company") is pleased to announce that it has engaged Dundee Securities Corporation and Primary Capital Inc. and a syndicate including Toll Cross Securities as agents (the "Agents") to sell on a private placement basis up to 8,000,000 units (the "Units") of Helio at a price of $0.35 per Unit for total gross proceeds to the Company of $2,800,000 (the "Offering").

Each Unit consists of one common share plus one half of one transferable common share purchase warrant with each whole purchase warrant exercisable into a common share at a price of $0.50 in the first year and $0.60 in the second year following the closing. The warrants will not be listed for trading.

In connection with the Offering, the Agents will receive a cash commission equal to 6% of the gross proceeds raised under the Offering plus broker warrants (the "Broker Warrants") equal to 6% of the number of Units sold under the offering. The Broker Warrants will be exercisable into common shares at a price of $0.35 per Broker Warrant for a period of 24 months from closing.

$2,450,000 Non-Brokered Private Placement

The Company is also arranging a non-brokered private placement of 7,000,000 units having the same terms as the Units for net proceeds to the Company of $2,450,000. Macquarie Bank Limited or an affiliate is expected to be the sole placee. A compensation fee comprising 210,000 warrants, exercisable into common shares at a price of $0.35 per share, are payable in connection with this placement, and will be valid for a period of 24 months from closing.

Closing of the private placements are scheduled to occur on or about April 7, 2009. All securities issued will be subject to a four month hold period. The private placements are subject to a number of conditions, including, without limitation, receipt of all regulatory approvals.

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

These securities being offered have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and may not be offered or sold in the United States or to, or for the benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act) absent U.S. registration or an applicable exemption from the U.S. registration requirements. This release does not constitute an offer for sale of securities in the United States.

For further information contact Richard D. Williams at +1 604 638 8005 or by e-mail to richard@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 does not accept responsibility for the adequacy or accuracy of this release.


This news release contains certain statements that may be deemed "forward-looking statements". All statements in this release, other than statements of historical fact, that address events or developments that the Company expects to occur, are forward looking statements. Forward looking statements are statements that are not historical facts and 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 "will", "would", "may", "could" or "should" occur. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in forward looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include market prices, exploitation and exploration success, continued availability of capital and financing and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Forward looking statements are based on the beliefs, estimates and opinions of the Company's management on the date the statements are made. The Company undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.
 
 

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