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 Thu May 9, 2013
Helio Announces Closing of First Tranche of Non-Brokered Private Placement

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


Helio Resource Corp. (TSX.V: HRC) ("Helio" or the "Company") is pleased to announce that, following successful completion of due diligence by CE Mining Limited ("CE Mining"), it has closed the first tranche of the $1.75 million non-brokered private placement announced on April 22, 2013. Pursuant to closing the first tranche for gross proceeds of $1,400,000, Helio has issued 20,000,000 Units of the Company to CE Mining, a Guernsey based company.

Each Unit issued to CE Mining consists of one common share of the Company (a "Common Share") and one common share purchase warrant of the Company (a "Warrant"). Each Warrant will entitle the holder thereof to acquire one Common Share at a price of $0.14 for a period of two years from closing, expiring on May 8, 2015. All securities issued in connection with this partial closing of the private placement are subject to a four-month plus one day hold, which expires September 9, 2013. As a result of this partial closing, the Company has 130,602,959 shares issued and outstanding.

The balance of the placement (5,000,000 Units) will be placed by Helio. CE Mining has the right to subscribe for any Units not placed by the Company. Assuming that CE Mining subscribes for no more than a total of 20,000,000 Units, it will own 14.75% of the issued and outstanding share capital of the Company upon closing of a fully subscribed placement. No commissions have been or shall be paid in connection with this financing.

Director Appointment, Memorandum of Agreement, Operating Agreement and Investment Agreement

Closing of the first tranche of the private placement follows the signing by the Company of an Operating Agreement with Plinian Capital LLP ("Plinian") and a Memorandum of Agreement and an Investment Agreement with CE Mining. These agreements provide for, in addition to other matters:
  • The appointment of one new director, Mr. Bradford A. Mills, to the Board of Directors of Helio, subject to TSX Venture Exchange approval. In addition, the Company agrees to put forth a second nominee of CE Mining for appointment to the Board of the Company at the Companys upcoming Annual General Meeting, to be set for late August of this year. The Company agreed to limit the Board to no more than seven directors; and;
  • Right of Plinian to become Operator at Helio's SMP Gold Project.
About CE Mining

CE Mining is a company jointly owned and managed by Plinian and Generation Mining Limited, and it invests in exploration and development mineral resource projects.

Plinian is an investor in and a leading operational manager of mineral discovery, development, production, and turnaround opportunities with extensive operational expertise in gold, silver, copper, nickel, PGMs (platinum group metals) and iron ore in the Americas, Australia and Africa. Generation Mining Limited is linked to Generation Asset Management (UK) Ltd., an asset management, private equity and corporate finance company. Further information on CE Mining's three key principals is set out in the Company's April 22, 2013 news release.

Use of Proceeds

The proceeds from the private placement will be used for the advancement of the resource at Helio's 238km2 SMP Gold Project in the Lupa Goldfields of South West Tanzania, and for general corporate working capital purposes.

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 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


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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