Mr. Christian Grainger reports
HELIUS' TRANSACTION WITH COLOSSUS ON SERRA PELADA PROJECT RECEIVES COLOSSUS SHAREHOLDER APPROVAL
The shareholders of Colossus Minerals Inc. at the special meeting of Colossus's shareholders held on May 2, 2025, passed a special resolution approving the sale to Helius Minerals Ltd. of all of the shares of Colossus Mineracao Ltda. and Mineracao Fazenda Monte Belo Ltda. (MFM), representing all or substantially all of the property of Colossus, and thereby a 75-per-cent beneficial interest in the partnership called Serra Pelada -- Companhia de Desenvolvimento Mineral (SPCDM), which partnership holds a 100-per-cent interest in the Serra Pelada gold-platinum-palladium mining project in Brazil.
Colossus became insolvent in 2014 after dewatering measures at the Serra Pelada project proved inadequate in controlling water ingress. This created liquidity issues immediately before metal production was to commence, which led to Colossus's bankruptcy. The Serra Pelada project was thereafter put on a care and maintenance program, and Colossus halted all exploration, construction and development activities to conserve cash.
As announced in Helius's news releases of March 4, 2025, and March 25, 2025, Helius entered into a definitive exclusivity, share option and acquisition agreement dated March 3, 2025, with Colossus, which provides Helius with a 12-month exclusivity period to conduct financing to undertake: (a) a review and development of a plan to ensure compliance with relevant mining laws and other regulatory requirements; (b) the formulation of a comprehensive strategy to address outstanding debts, including those related to continuing litigation, of the target companies; and (c) the development of a detailed plan to rehabilitate the Serra Pelada project, the target companies and SPCDM, to allow Helius to address certain regulatory and compliance matters to allow the Serra Pelada project to move forward.
As announced in Helius's news release dated April 11, 2025, Helius completed the financing on April 10, 2025, by closing a non-brokered private placement of 4.3 million common shares of the company at a price of 50 cents per share to raise gross proceeds of $2.15-million.
Upon Helius's satisfaction of the organizational period requirements and upon receipt of conditional approval from the TSX Venture Exchange, Helius could elect, in its sole discretion, to deliver notice to Colossus of its decision to proceed with an irrevocable option to purchase: (a) all of the shares of the target companies' shares; and (b) all of the intercorporate loans and all interest accrued thereunder owed by the target companies to Colossus, if any. Upon Helius's exercise of the option within six months of the date of delivery of the option notice, the parties would proceed with closing of Helius's purchase of the target companies' shares and any intercompany debt.
Helius is also pleased to announce that it has received approval from the holders of the existing senior secured convertible notes issued by Colossus in an aggregate principal amount of $4-million (U.S.) to exchange said existing notes for amended senior secured convertible notes that Helius would issue to said noteholders in exchange for the existing debt.
In addition, Helius is also pleased to announce that Christian Grainger, Evan Jones, Brian Cole and Samuel Clarke were elected to its board of directors at its annual general meeting of shareholders held April 29, 2025. Mr. Clarke is a new director, and his appointment is subject to TSX Venture Exchange approval.
Mr. Clarke has 20 years of mining executive experience, including roles as finance director or chief financial officer, at various public mining companies, and he is a chartered accountant. Helius's focus will shift to completing certain due diligence on the Serra Pelada project to satisfy the organizational period requirements with a view to potentially exercising the option to acquire the target companies' shares and any intercompany debt.
About Helius Minerals Ltd.
Helius is a mineral exploration company focused on the identification and exploration of high-quality mineral assets across the Americas, with an emphasis on South American jurisdictions.
We seek Safe Harbor.
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