Each subscriber’s investment will be allocated in Units and Subscription Receipts in an amount pro rata to the total Offering, or such other allocation as agreed upon by Beacon and the Company.
Each Unit will consist of one common share of the Company (a “Unit share” and each ordinary share of the Company, a “Common share“) and one-half of one common stock purchase warrant (each whole warrant, a “Deposit“). Each Warrant will be exercisable to acquire one Ordinary Share (a “Warrant share“) at a price of $4.50 per Warrant Share, and for an exercise period of 3 years from the date of closing of the Offering (the “Closing date“).
In connection with the Offering, a cash commission equal to 6% of the gross proceeds of the Offering (the “Cash Commission“) will be payable to Agent at Closing, except with respect to sales to investors on the list of investors provided to Beacon by the Company (the “President’s list “), the agent will receive a cash corporate financing fee equal to 2% of the gross proceeds of those sales (the “Business financing allowance“).
Compensation options (“Compensation options” and together with the Cash Commission and the Corporate Finance Fee, the “Agents Committee“) equal to 6% of the number of Offered Securities issued by the Company in connection with the Offering will be issued to the Agent at Closing (reduced to 2% on President’s List orders). Each Compensation Option issued in respect of the sale of Units will be exercisable to purchase one Common Share (a “Compensation Option Share“) at the issue price for a period that will be the same as the exercise period of the Warrants. Each Compensation Option issued in respect of the Subscription Receipts will, upon fulfillment or waiver, as applicable, of the Escrow Release Conditions and the release of the escrow funds, become exercisable to purchase one Compensation Option Share at the issue price (subject to any necessary adjustments) for a period that will be the same as the exercise period of the underlying Warrants Subscription receipts.
The Offering is expected to close on or about January 29, 2026 and is subject to the Company’s receipt of all necessary regulatory approvals, including the approval of the TSXV. The Units and Ordinary Shares and Warrants underlying the Units, the Compensation Options and the Ordinary Shares underlying the Compensation Options, and the Ordinary Shares underlying the Warrants (collectively, the “Effects“) in Canada is subject to a holding period under applicable Canadian securities laws ending on the date four months and one day after the Closing Date.
It is expected that certain insiders of the Company may acquire Offered Securities. Any insider participation in the Offering will constitute a “related party transaction” as defined under Multilateral Instrument 61-101. Protection of minority security holders in special transactions (“MI 61-101“). The Company expects that such participation will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the Units subscribed by the insiders nor the consideration for the Units paid by such insiders is expected to exceed 25% of the market capitalization of the Company.
The Offered Securities will be offered for sale to (i) “accredited investors” resident in all provinces of Canada, subject to compliance with applicable securities regulatory requirements and pursuant to private placement exemptions set out in National Instrument 45-106 – Prospectus exemptions and (ii) in jurisdictions other than Canada, including the United States, pursuant to available exemptions from the registration requirements of the United States Securities Act of 1933, as amended (the “US securities law“), and applicable U.S. state securities laws.
This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities in the United States. The Securities have not been and will not be registered under the US Securities Act or any state securities laws and may not be offered or sold within the United States or to US persons unless registered under the US Securities Act and applicable state securities laws or an exemption from such registration is available.
About Helius Minerals Limited
Helius is a mineral exploration company focused on the identification and development of high-quality mineral assets throughout the Americas, with an emphasis on South American jurisdictions.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS: This press release may contain forward-looking information within the meaning of applicable securities laws (“forward-looking statements“). Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “potential” and similar expressions, or that events or circumstances “will”, “could”, “could”, “would” or “should” occur. These forward-looking statements include, but are not limited to, statements regarding the closing of the Private Placement, the execution of the Private Placement in conjunction with the Transaction, the closing of the Transaction, the satisfaction of the Escrow Release Conditions, the payment of the Agent’s Commission, the intended use of the proceeds of the Offering, the receipt of applicable regulatory approvals, the Closing of the Transaction and the expected acquisition of Offered Securities by insiders of the Company: the uncertainties inherent in the current and future legal challenges faced by the Project and Colossus and its subsidiaries changes in national and local government regulations in Canada and Brazil; and compliance with Brazil’s licensing requirements; fluctuations in the foreign currency exchange rates of Canada, the United States and Brazil; environmental pollution or damage resulting from Helius’ operations and other risks and uncertainties. Any forward-looking statement speaks only as of the date on which it is made and, except as required by applicable securities laws, the company disclaims any intention or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise.
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