"NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES."
TSX-V Trading Symbol: HRC
VANCOUVER, June 13, 2014 /CNW/ - Helio Resource Corp. (TSX.V: HRC) ("Helio" or the "Company") is pleased to announce that, further to its news release of May 28, 2014, it has closed the first tranche of its non-brokered private placement for proceeds of $2,955,000. The Company has issued 59,100,000 units (the "Units") at a price of $0.05 per Unit. Each Unit consists of one common share (a "Common Share") and one half of one (1/2) common share purchase warrant (each full warrant being a "Warrant"). Each Warrant entitles the holder to acquire one Common Share for a period of two years expiring June 13, 2016, at a price of $0.10 per share. Commissions of 6% in cash ($118,800), and 6% in finders units (2,376,000 units) of the Company (on terms similar to the Units), were paid and issued on a portion of the first tranche of the financing. All securities issued are subject to a hold period of four months plus one day, expiring October 14, 2014. The Company is still planning to raise an additional $1,050,000 in the second tranche of its financing to raise a total of $4,005,000.
CE Mining Limited and Second Tranche of Financing
In the first tranche of the financing, CE Mining Limited ("CE Mining") subscribed for 19,000,000 Units for proceeds of $950,000. CE Mining now owns, after completion of the first tranche of the financing, 39,000,000 shares or 19.79% of the issued and outstanding common shares of the Company on a non-diluted basis (30.23% on a partially diluted basis). CE Mining also proposes to acquire an additional 21,000,000 Units of the Company for proceeds of $1,050,000 in the second tranche of the financing. It is expected that CE Mining will be the only placee in the second tranche. CE Mining would then become a "Control Person" under applicable securities legislation and, under the policies of the TSX Venture Exchange, the Company is required to first seek disinterested shareholder approval of an ordinary resolution of CE Mining's proposed investment. Such approval will be sought at a Special General Meeting of the shareholders of the Company set for July 25, 2014 (the "SGM"). CE Mining, as an interested party, would not be allowed to vote any shares that it may own or control in relation to this resolution. CE Mining will have certain limited rights to withdraw from any such financing up to the date of the SGM.
Use of Proceeds
The proceeds from the private placement will be used for the advancement of Helio's SMP Gold Project in the Lupa Goldfields of South West Tanzania, and for general corporate working capital purposes.
U.S. Restrictions and MI 61-101 Matters
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. CE Mining was, prior to completion of this financing, an insider of the Company, and therefore, through its investment in the first tranche of the private placement, completed a "related party" transaction (as defined by Multilateral Instrument 61-101) with the Company. The Company has filed its related material change report as required under MI 61-101 less than 21 days before the date of the closing of the first tranche of the financing, as several material matters were uncertain and not ascertainable until at, or close to, the closing of the first tranche of the financing. In the Company's opinion the shorter period for the filing of the material change report was unavoidable and reasonable and necessary in the circumstances.
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.
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.
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