Helio (TSX-V:HRC) closes $1,700,000 Private Placement Financing Agreement with IFC

TSX-V Trading Symbol: HRC
E-mail: info@helioresource.com   
Toll Free: +1 888 955 4728
Website: www.helioresource.com

VANCOUVER, Nov. 23, 2011 /CNW/ - Helio Resource Corp. (TSX-V:HRC) ("Helio" or the "Company")  is pleased to announce that it has closed the Private Placement Financing (the "Financing") previously announced on November 9, 2011, for gross proceeds to the Company of $1,700,000.

The Financing is for 5,000,000 Units, each Unit is comprised of one common share and one half of one common share purchase warrant.  The purchase price for each Unit is $0.34.  Each full share purchase warrant has an exercise price of $0.425 per share and is valid for a period of two years from the date of closing the Financing, expiring on November 22, 2013.

The common shares to be issued as a result of the Financing will have a statutory four month hold period from the date of closing.

No commissions have been or will be paid in connection with this Financing.

The proceeds of the Financing will be used by Helio for advancement of the SMP gold project in Tanzania, and for general corporate working capital.

As a result of this Financing, the Company will have 109,977,959 shares issued and outstanding.

IFC, a member of the World Bank Group, is the sole placee in this Financing and, as a result, will own upon the closing thereof 16,500,000 common shares (representing 15% of the issued and outstanding share capital of the Company and up to 20.93% on a partially diluted basis, assuming the exercise of all of IFC's warrants granted to date [5,750,000 priced at $0.81, expiring February 4, 2013, and 2,500,000 priced at $0.425, expiring November 23, 2013]).

The Company is very pleased to continue its relationship with IFC in the advancement of its projects in Tanzania and Namibia.

These securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and may not be offered or sold in the United States or to, or for the benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act) absent U.S. registration or an applicable exemption from the U.S. registration requirements.  This release does not constitute an offer for sale of securities in the United States.  The Financing is subject to final TSX Venture Exchange approval.

ON BEHALF OF THE BOARD OF DIRECTORS

"Richard D. Williams"    
Richard D. Williams, P.Geo  
CEO      
"Chris MacKenzie"
Christopher J. MacKenzie, C.Geol.
COO

Neither the 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 release.

This news release contains certain statements that may be deemed "forward-looking statements". All statements in this release, other than statements of historical fact, that address events or developments that the Company expects to occur, are 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 conditions "will", "would", "may", "could" or "should" occur. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in forward looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include market prices, exploitation and exploration success, continued availability of capital and financing and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Forward looking statements are based on the beliefs, estimates and opinions of the Company's management on the date the statements are made. The Company undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.

SOURCE Helio Resource Corp.

For further information:

Richard Williams at +1 604 638 8005 or by e-mail to richard@helioresource.com.


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