/NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO
UNITED STATES NEWSWIRE SERVICES./
TSX-V Trading Symbol: HRC
Toll Free: +1 888 955 4728
VANCOUVER, May 9, 2013 /CNW/ - Helio Resource Corp. (TSX.V: HRC) ("Helio" or the "Company") is pleased to announce that,
following successful completion of due diligence by CE Mining Limited
("CE Mining"), it has closed the first tranche of the $1.75 million
non-brokered private placement announced on April 22, 2013. Pursuant to
closing the first tranche for gross proceeds of $1,400,000, Helio has
issued 20,000,000 Units of the Company to CE Mining, a Guernsey based
Each Unit issued to CE Mining consists of one common share of the
Company (a "Common Share") and one common share purchase warrant of the
Company (a "Warrant"). Each Warrant will entitle the holder thereof to
acquire one Common Share at a price of $0.14 for a period of two years
from closing, expiring on May 8, 2015. All securities issued in
connection with this partial closing of the private placement are
subject to a four-month plus one day hold, which expires September 9,
2013. As a result of this partial closing, the Company has 130,602,959
shares issued and outstanding.
The balance of the placement (5,000,000 Units) will be placed by Helio.
CE Mining has the right to subscribe for any Units not placed by the
Company. Assuming that CE Mining subscribes for no more than a total of
20,000,000 Units, it will own 14.75% of the issued and outstanding
share capital of the Company upon closing of a fully subscribed
placement. No commissions have been or shall be paid in connection with
Director Appointment, Memorandum of Agreement, Operating Agreement and
Closing of the first tranche of the private placement follows the
signing by the Company of an Operating Agreement with Plinian Capital
LLP ("Plinian") and a Memorandum of Agreement and an Investment
Agreement with CE Mining. These agreements provide for, in addition to
The appointment of one new director, Mr. Bradford A. Mills, to the Board
of Directors of Helio, subject to TSX Venture Exchange approval. In
addition, the Company agrees to put forth a second nominee of CE Mining
for appointment to the Board of the Company at the Companys upcoming
Annual General Meeting, to be set for late August of this year. The
Company agreed to limit the Board to no more than seven directors; and;
Right of Plinian to become Operator at Helio's SMP Gold Project.
About CE Mining
CE Mining is a company jointly owned and managed by Plinian and
Generation Mining Limited, and it invests in exploration and
development mineral resource projects.
Plinian is an investor in and a leading operational manager of mineral
discovery, development, production, and turnaround opportunities with
extensive operational expertise in gold, silver, copper, nickel, PGMs
(platinum group metals) and iron ore in the Americas, Australia and
Africa. Generation Mining Limited is linked to Generation Asset
Management (UK) Ltd., an asset management, private equity and corporate
finance company. Further information on CE Mining's three key
principals is set out in the Company's April 22, 2013 news release.
Use of Proceeds
The proceeds from the private placement will be used for the advancement
of the resource at Helio's 238km² SMP Gold Project in the Lupa
Goldfields of South West Tanzania, and for general corporate working
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
ON BEHALF OF THE BOARD OF DIRECTORS
"Richard D. Williams"
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.
Certain statements contained in this news release may contain
forward-looking information within the meaning of Canadian securities
laws. Such forward-looking information is identified by words such as
"estimates", "intends", "expects", "believes", "may", "will" and
include, without limitation, statements regarding the company's plan of
business operations (including plans for progressing assets), estimates
regarding mineral resources, projections regarding mineralization and
projected expenditures. There can be no assurance that such statements
will prove to be accurate; actual results and future events could
differ materially from such statements. Factors that could cause actual
results to differ materially include, among others, metal prices, risks
inherent in the mining industry, financing risks, labour risks,
uncertainty of mineral resource estimates, equipment and supply risks,
title disputes, regulatory risks and environmental concerns. Most of
these factors are outside the control of the company. Investors are
cautioned not to put undue reliance on forward-looking information.
Except as otherwise required by applicable securities statutes or
regulation, the company expressly disclaims any intent or obligation to
update publicly forward-looking information, whether as a result of new
information, future events or otherwise.
SOURCE: Helio Resource Corp.
For further information:
For additional information, please contact Richard Williams or Irene Dorsman at +1 604 638 8007 or by e-mail to firstname.lastname@example.org or email@example.com.