|Mon Jan 24, 2011|
Helio Announces Private Placements for C$10.0 Million
"NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR
DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES."
FOR IMMEDIATE RELEASE
Helio Resource Corp. (TSX.V: HRC) ("Helio" or the "Company") is pleased to announce a brokered private placement of securities through a syndicate of agents to be led by Scotia Capital Inc. and Stifel Nicolaus Canada Inc., and including PI Financial Corp. and Macquarie Capital Markets Canada Ltd. (the "Agents"), in which the Agents will raise up to C$8,000,000 in units (the "Units") on a reasonable commercial efforts basis (the "Offering") at a price of $0.40 per Unit. Each Unit shall consist of one common share of the Company (a "Common Share") and one-half of one common share purchase warrant of the Company (each whole such common share purchase warrant, a "Warrant"). Each Warrant will entitle the holder thereof to acquire one Common Share at any time until the second anniversary of the issuance of the Warrant, at a price of $0.50. In the event that the closing price of the Common Shares is greater than $0.70 for a period of 20 consecutive trading days at any time after the closing of the Offering, the Company will have the option to accelerate the expiry date of the Warrants by giving notice to the holders thereof and in such case the Warrants will expire at 4:00 p.m. (Toronto time) on the twentieth business day after the date on which such notice is given by the Company.
The Offering is scheduled to close on or about February 15, 2011.
The Company also entered into, concurrently with the Offering, a non-brokered private placement of up to $2,000,000 in units having the same terms as the Units, to investors in the United States (which concurrent offering will not involve the Agents). A finder's fee consisting of 7% of the gross proceeds raised under the non-brokered private placement plus finder's warrants (the "Finder's Warrants") equal to 7% of the number of units sold under the non-brokered private placement will be paid. The Finder's Warrants will be exercisable into units of the Company on the same terms as the Units to be issued under the Offering. Closing is expected to take place on or before February 15, 2011.
The net proceeds from the Offering and the non-brokered private placement will be used for the advancement of the SMP gold project in Tanzania and the Damara gold project in Namibia, and for general corporate working capital purposes.
All securities issued in connection with the Offering will be subject to a four-month hold period. Completion of the Offering is subject to a number of conditions including completion of satisfactory due diligence investigations and receipt of all necessary regulatory approvals.
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 additional information, please contact Richard Williams at +1 604 638 8005 or by e-mail to firstname.lastname@example.org or Chris MacKenzie at +44 789 4237424 or by e-mail to email@example.com.
ON BEHALF OF THE BOARD OF DIRECTORS
"Richard D. Williams"
Richard D. Williams, P.Geo
Christopher J. MacKenzie, C.Geol.
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.
Certain statements contained in this news release may contain forward-looking information within the meaning of Canadian securities laws. Such forward-looking information is identified by words such as "estimates", "intends", "expects", "believes", "may", "will" and include, without limitation, statements regarding the company's plan of business operations (including plans for progressing assets), estimates regarding mineral resources, projections regarding mineralization and projected expenditures. There can be no assurance that such statements will prove to be accurate; actual results and future events could differ materially from such statements. Factors that could cause actual results to differ materially include, among others, metal prices, risks inherent in the mining industry, financing risks, labour risks, uncertainty of mineral resource estimates, equipment and supply risks, title disputes, regulatory risks and environmental concerns. Most of these factors are outside the control of the company. Investors are cautioned not to put undue reliance on forward-looking information. Except as otherwise required by applicable securities statutes or regulation, the company expressly disclaims any intent or obligation to update publicly forward-looking information, whether as a result of new information, future events or otherwise.
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