Heliostar Metals Ltd. (TSX-V: HSTR) (OTCQX: HSTXF) (FSE: RGG1) is pleased to announce that it has closed a non-brokered private placement of 10,000,000 units at a price of $0.60 per Unit for gross proceeds of $6,000,000. The Company is pleased to advise that Eric Sprott, through 2176423 Ontario Ltd., subscribed for the entire Private Placement.

Each Unit consists of one common share in the capital of the Company and one-half of one non-transferable Common Share purchase warrant. Each Warrant entitles the holder thereof to purchase one additional Common Share at an exercise price of $0.90 per Warrant Share for a period of 24 months following the closing date of the Private Placement.

The Company intends to use the net proceeds of the Private Placement for working capital and general corporate purposes.

The Units issued under the Private Placement will have a statutory hold period of four months and one day which will expire on February 16, 2025. The Company paid finder’s fees of $180,000 (3%) to Primary Capital Inc. in accordance with the policies of the TSX Venture Exchange.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States or to U.S. Persons (as that term is defined in Rule 902(k) of Regulation S), nor shall this press release be construed to constitute such an offer or solicitation in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended (the “1933 Act“) or under any U.S. state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act, as amended, and applicable state securities laws.

Early Warning Disclosure

Mr. Eric Sprott, through 2176423 Ontario Ltd., a corporation which is beneficially owned by him, acquired 10,000,000 Units for a total consideration of $6,000,000. Prior to the Private Placement, Mr. Sprott beneficially owned and controlled 17,980,000 Common Shares and 2,423,333 Warrants representing approximately 8.8% of the outstanding Common Shares on a non-diluted basis and approximately 9.9% on a partially diluted basis assuming the exercise of such Warrants.

Following the completion of the Private Placement, Mr. Sprott beneficially owns and controls 27,980,000 Common Shares and 7,423,333 Warrants representing approximately 13.0% of the outstanding Common Shares on a non-diluted basis and 15.9% on a partially-diluted basis assuming the exercise of such Warrants.

The Units were acquired by Mr. Sprott for investment purposes. Mr. Sprott has a long-term view of the investment and may acquire additional securities of Heliostar including on the open market or through private acquisitions or sell securities of Heliostar including on the open market or through private dispositions in the future depending on market conditions, reformulation of plans and/or other relevant factors.

A copy of Mr. Sprott’s early warning report will appear on the Company’s profile on SEDAR+ and may also be obtained by calling Mr. Sprott’s office at (416) 945-3294 (7 King Street East, Suite 1106, Toronto, Ontario, M5C 3C5).

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.