/NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES/
TSX-V Trading Symbol: HRC
VANCOUVER, Jan. 27 /CNW/ - Helio Resource Corp. (TSX-V:HRC) ("Helio" or the "Company") is pleased to announce that it has entered into a binding agreement with respect to the previously announced Private Placement Financing (the "Financing")(see news release dated December 14, 2009), for gross proceeds to the Company of $6,210,000.
The Financing is for 11,500,000 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 $0.54, as calculated by the Volume Weighted Average Price for the Company's shares over the 15 trading days preceding the date of the agreement for the Financing, minus a 10% discount.
Each full share purchase warrant has an exercise price of $0.81 per share and is valid for a period of three years from the date of closing the Financing.
The common shares to be issued as a result of the Financing will have a statutory 4 month hold period from the date of closing.
No commissions are 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 77,830,599 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 11,500,000 common shares (representing 14.8% of the issued and outstanding share capital of the Company and up to 20.64% on a partially diluted basis, assuming the exercise of all of IFC's warrants granted under the Financing).
Helio's management is very pleased to welcome IFC as a major shareholder of the Company, and looks forward to working with IFC in the advancement of the SMP Gold Project in Tanzania, working under internationally recognised best practices.
These securities being offered 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" "Chris MacKenzie"
Richard D. Williams, P.Geo Christopher J. MacKenzie, C.Geol.
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: For further information: Richard D. Williams, at (604) 638-8005, or by e-mail to email@example.com.