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News Releases
 Thu Nov 4, 2004
TSX Venture Exchange Grants Final Approval for the Acquisition of BAFEX Holdings Ltd

 SUMMARY

  1. TSX Venture Exchange Grants Final Approval for the Acquisition of BAFEX Holdings Ltd (the "Qualifying Transaction");
  2. Helio Capital Corp completes name change to Helio Resource Corp.;
  3. The Company closes the previously announced non-brokered part and parcel Private Placement for gross proceeds of $480,000;
  4. The Company issues 10,000,000 common shares to the shareholders of BAFEX Holdings Ltd. and a 100,000 common shares finders fee in connection with the Qualifying Transaction;
  5. Resumption of trading on TSX Venture Exchange as a Tier 2 company under the new symbol "HRC"; and
  6. New exploration program on the Company's Namibian properties to commence immediately.

Helio Resource Corp. ("Helio") is pleased to report that it has received Final Approval from the TSX Venture Exchange in relation to the acquisition of BAFEX Holdings Ltd (BAFEX) (refer to News Release dated May 31, 2004 for a summary of the acquisition terms). The Filing Statement submitted to the Exchange in connection with the Qualifying Transaction can be viewed on Helio's company page at www.sedar.com. In conjunction with the acquisition of BAFEX, Helio has completed a non-brokered part and parcel private placement comprising 2,400,000 units of Helio for gross proceeds of $480,000. Each unit comprises one common share of Helio, priced at $0.20 per share, plus one half-share purchase warrant, whereby one full share purchase warrant can purchase one common share for $0.33 for a twelve month period from the date of this announcement. A total of 600,000 units of the private placement are subject to a 36 month escrow period, and will be released according to Exchange policies.

Helio has issued 10,000,000 common shares to the shareholders of BAFEX in exchange for all of the issued and outstanding shares in BAFEX. As a result of this issuance the former shareholders of BAFEX have a majority interest in Helio and the transaction is considered a reverse take-over. Under Exchange policies the Helio common shares qualify as "Value Securities" and will be released from escrow over a 36-month period. In addition, Helio paid a Finders Fee of 100,000 common shares to Pacific International Securities Inc. Helio's issued and outstanding capital now comprises 15,625,000 common shares. The private placement units, the 10,000,000 common shares issued to the former shareholders of BAFEX, and the 100,000 Finders Fee shares are all subject to a four-month hold period, expiring March 4, 2005.

Helio has also received approval for its name to be changed from Helio Capital Corp. to Helio Resource Corp, effective immediately. As a result of the Qualifying Transaction, Helio is now listed as a Tier 2 issuer on the TSX Venture Exchange under the symbol "HRC". In conjunction with the name change the Company has amended its authorized capital to an unlimited number of shares without par value.

Helio Resource Corp. is a mineral exploration company, focusing on the exploration for precious and base metal mineral deposits in Namibia, southern Africa. Helio's Namibian subsidiary, BAFEX Exploration (Pty) Ltd, has been granted title to eight Exclusive Prospecting Licenses ("EPLs") covering 233,100 hectares.

One of the licenses, Tevrede (EPL 2909), is the subject of an Option Agreement with Boulder Mining Corporation ("Boulder") (BDR-V) of Vancouver B.C., Canada. Boulder has the option to earn a 100% interest in EPL 2909, subject to a 3% Net Smelter Royalty ("NSR"), by incurring exploration expenditures of C$3,000,000 over 4 years and issuing 500,000 common shares to Helio. Boulder has the right to reduce the NSR to 2% by paying Helio US$1,000,000 prior to commencement of commercial production. The agreement is currently in its third year.

In conjunction with the acquisition of BAFEX, Helio commissioned Steffen, Robertson and Kirsten (South Africa) (Pty) Ltd, a globally recognized minerals industry engineering group, to complete a National Instrument 43-101 technical report on the Namibian properties held by BAFEX. This report can be viewed at www.sedar.com as part of the Filing Statement.

With existing funds Helio is planning to immediately commence exploration on its Namibian properties. To year-end 2004, work will include the completion and interpretation of a high resolution airborne magnetic survey over the Leicester and Zebra licenses (Iron Oxide Copper Gold ("IOCG") targets), a reconnaissance stream sediment sampling programme over the Tevrede South and Honib licenses (IOCG), and geological mapping and confirmation of historical data at the Otjitombo license (copperbelt style copper-gold-cobalt targets) in preparation for drill testing multiple IP chargeability anomalies delineated in the first half of 2004 (please refer to the 43-101 report for further details).

For additional information, please contact Richard Williams at (604) 240 8945 or by email at r-d-williams@shaw.ca

ON BEHALF OF THE BOARD OF DIRECTORS,
"Richard D. Williams"
Richard D. Williams, P.Geo
President

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

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