/NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES./
VANCOUVER, April 22, 2013 /CNW/ - Helio Resource Corp. (TSX.V: HRC) ("Helio" or the "Company") is pleased to announce a non-brokered private placement to raise up to $1,750,000 comprising 25,000,000 units (the "Units") at a price of $0.07 per Unit. Each Unit shall consist of one common share of the Company (a "Common Share") and one common share purchase warrant of the Company (each whole such common share purchase warrant, a "Warrant"). Each Warrant will entitle the holder thereof to acquire one Common Share at any time until the second anniversary of the issuance of the Warrant, at a price of $0.14.
CE Mining Limited ("CE Mining"), a Guernsey based company, will subscribe for a minimum of 20,000,000 Units (for $1,400,000). The balance of the placement (5,000,000 Units) will be placed by the Company. CE Mining has the right to subscribe for any Units not placed by the Company. No fees or warrants shall be issued in connection with this financing.
Assuming that CE Mining subscribes for no more than 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. On a partially diluted basis, CE Mining would own approximately 25.7% of the issued capital of the Company.
About CE Mining
CE Mining Ltd, a company jointly owned and managed by Plinian Capital Ltd ("Plinian") and Generation Asset Management, 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 Asset Management (UK) Limited is an asset management, private equity and corporate finance company.
CE Mining's three key principals have a combined experience base of more than 75 years in the mineral resource industry and include:
Mr. Bradford A. Mills has over 30 years experience in the natural resources industry, having served on the boards of companies including: Lonmin, BHP Billiton, Rio Algom, Magma Copper, and Echo Bay among others, in a wide variety of capacities including strategy and corporate transformation, operational management, ore body development and worldwide exploration. Mr. Mills is also the founder and Managing Director of Plinian and is a director of its portfolio companies, including Mandalay Resources Limited (TSX MND), Nimini Holdings Ltd and West African Minerals Corporation (LON:WAFM).
Dr. Mark Sanders holds a PhD in Ore Deposits and Exploration from Stanford University (USA), has been active in the mineral resource industry for the last 25 years in operations, and is also a principal of CE Mining, and Plinian. Dr. Sanders acts as the Chief Operating Officer of Mandalay Resources Limited.
Mr. Anton Mauve has over 20 years of experience in the resource industry, and was a former Vice President Strategy and Long Term Planning with Lonmin plc. Mr Mauve currently is a director of Plinian and West African Minerals Corporation.
The private placement is scheduled to close on or about May 3, 2013.
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 capital purposes.
All securities issued in connection with the private placement will be subject to a four-month hold period during which those securities cannot be traded. Completion of the private placement is subject to a number of conditions including completion of satisfactory due diligence investigations and receipt of all necessary regulatory approvals.
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.
ON BEHALF OF THE BOARD OF DIRECTORS
| "Richard D. Williams"
Richard D. Williams, P.Geo
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:
please contact Richard Williams at +1 604 638 8005 or by e-mail to [email protected]