Helius Minerals Limited (TSX-V: HHH) is pleased to announce the closing of the non-brokered private placement comprised of the sale of 4,300,000 common shares of the Company at a price of Cdn$0.50 per Offered Share to raise gross proceeds of $2,150,000.

As disclosed in the Company’s news releases of March 4, 2025 and March 25, 2025, the Company has entered into an Exclusivity, Share Option and Acquisition Agreement dated as of March 3, 2025 (with Colossus Minerals Inc. to acquire the Serra Pelada gold-PGM project in Brazil (which Colossus placed on a care and maintenance program in 2014 when Colossus became insolvent).

Under the Definitive Agreement, Helius has been provided with a twelve-month exclusivity period during which it would raise not less than US$1 million and allocate a minimum of US$500,000 to undertake the following activities:

• Reviewing and developing a plan to ensure compliance with relevant mining laws and other regulatory requirements;
• Formulating a comprehensive strategy to address outstanding debts, including those related to ongoing litigation, of the Colossus’ Brazilian subsidiaries, Colossus Mineração Ltda. (“Colossus Brazil“) and Mineração Fazenda Monte Belo Ltda. (together with Colossus Brazil, the “Target Companies“); and
• Developing a detailed plan to rehabilitate the Serra Pelada Project, the Target Companies and the partnership called Serra Pelada – Companhia de Desenvolvimento Mineral, which partnership directly holds the Serra Pelada Project interests

Upon Helius’ 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 written notice to Colossus of Helius’ decision to proceed with an option to purchase (a) all of the Target Companies’ Shares and thereby a 75% beneficial interest in SPCDM and thereby the Serra Pelada Project; and (b) all of the intercorporate loans (and all interest accrued thereunder) owed by the Target Companies to Colossus, if any.  Helius could elect to exercise the Option within 6 months of the date of delivery of the Option Notice, in which case the parties would proceed with closing of Helius’ purchase of the Target Companies’ Shares and any Intercompany Debt.

The Option is subject to receipt of TSXV approval, and to Colossus’ receipt on or before May 5, 2025 of (i) shareholder approval by way of a special resolution to the disposition of the Serra Pelada Project to Helius; and (ii) approval from the holders of senior secured convertible notes of Colossus to the exchange of such notes for amended senior secured convertible notes of Helius.  Colossus is to seek such shareholder approval at a special shareholder meeting of Colossus to be held on May 2, 2025. Helius plans to hold an annual general meeting of its shareholders on April 29, 2025.

The Company plans to allocate at least $725,000 of the net proceeds from the Private Placement towards due diligence on the Serra Pelada Project to satisfy the Organizational Period Requirements, and the balance of the proceeds will be allocated to professional expenses, costs related to obtaining the Colossus Shareholder Approval, costs associated with the annual general meeting of shareholders of Helius, licensing costs, general and administrative expenses and working capital.

Helius’ completion of the Private Placement has satisfied the Initial Financing Requirement and will enable it to progress towards satisfying the Organizational Period Requirements.

The Offered Shares have a four-month hold period expiring on August 11, 2025. No finder’s fees were paid with respect to the Private Placement.

The securities referred to in this news release have not been, and will not be, registered under the United States Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold in the United States unless pursuant to an exemption therefrom. This press release is for information purposes only and does constitute an offer to sell or a solicitation of an offer to buy any securities of Helius in any jurisdiction.

About Helius Minerals Limited

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.