HIGHLIGHTS:

• Up to US$5 million working capital facility with Ocean Partners
  • Immediately available
  • Interest rate 3 month SOFR + 4% (currently 9.4%)
  • Matures on December 31, 2025
• Up to US$5M transaction closing facility with Deans Knight
  • Available to fund US$5M closing payment to acquire a Mexican asset portfolio from the former Argonaut Gold
  • Interest rate 15%
  • Mature on November 30, 2026
• Provides capital required to close the acquisition with less than 1% equity dilution
• Principal and interest amounts to be repaid from operating cash flow

Heliostar Metals Ltd. (TSX-V: HSTR) (OTCQX: HSTXF) (FSE: RGG1) is pleased to report it has arranged two debt facilities for aggregate gross proceeds of up to US$10 million.

Heliostar CEO, Charles Funk, commented, “This financing is a significant advancement for Heliostar and our shareholders. These facilities demonstrate the power of production as we were able to secure debt financing at significantly more favourable rates than previously contemplated in the gold-linked letter of intent for Ana Paula. We are now in the enviable position of having all the capital required to close the acquisition of Mexican assets from the former Argonaut Gold and accelerate the development of our assets for less than one percent equity dilution. Following the closing of the acquisition, which remains on track for November 2024, Heliostar will become a producing gold company with immediate cash flow, a healthy working capital balance and a strong position to grow our production base to 150,000 oz per year over the next 3 years.”

The Company announces that it will no longer proceed with the previously announced letter of intent for a US$20 million gold linked debt facility (see news release dated May 7, 2024).

Details of the Debt Facilities

The Company has entered into a purchase contract with Ocean Partners USA, Inc. pursuant to which Ocean Partners has agreed to buy 100% of the gold from the leach pads located at the San Agustin mine for a minimum period of six full calendar months and with a minimum delivery of 7,500 ounces of payable gold. The San Agustin mine is one of the assets to be acquired by the Company pursuant to the previously-announced transaction with Florida Canyon Gold Inc. (

From the date of the Purchase Contract until December 31, 2025, the Company has the right to request an advance payment of up to US$5 million in three equal monthly tranches, subject to a maximum of 40% of the estimated recoverable gold to be delivered in the following three-month period. Each tranche of the Advance Payment must be repaid before a subsequent tranche can be drawn. The Advance Payment is subject to a fee equal to three months CME Term SOFR Reference Rates plus 4%. For each US$1 million of Advance Payment drawn by the Company, 750 ounces of payable gold will be added to the minimum deliveries under the Working Capital Facility.

The Company intends to use the net proceeds from the Working Capital Facility for general working capital requirements and to fund the advancement of its development projects.

The Company has also signed note purchase agreements for up to US$5 million in senior secured term notes from Deans Knight Capital Management Ltd. on behalf of certain investors. The notes mature on November 30, 2026.

The Company has no obligation to draw from the Transaction Closing Facility. The drawn portion of the Transaction Closing Facility bears interest at 15% per annum.

The Company intends to use the net proceeds from the Transaction Closing Facility to fund the final closing payment in connection with the Acquisition.

Implementation of the Working Capital Facility and the Transaction Closing Facility is subject to regulatory approval.

The Company has agreed to issue 1,500,000 common shares for loan establishment.

Advisor

TSCG Capital acted as advisor to Heliostar for the Transaction Closing Facility.

About Heliostar Metals Ltd.

Heliostar aims to grow to become a mid-tier gold producer. The Company is focused on developing the 100% owned Ana Paula Project in Guerrero, Mexico and has recently entered into an agreement to acquire a portfolio of production and development assets in Mexico.