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TSX-V Trading Symbol: HRC
VANCOUVER , May 28, 2014 /CNW/ - Helio Resource Corp.(TSX.V: HRC) ("Helio" or the "Company") is pleased to announce a non-brokered
private placement to raise up to $4,000,000 comprised of up to 80,000,000 units (the "Units") at a price of $0.05 per Unit. Each Unit shall consist of one common share (a "Common
Share") and one half of one (1/2) common share purchase warrant. Each whole warrant will entitle the
holder thereof to acquire one Common Share for a period of two years
from closing, at a price of $0.10 per share. Commissions of up to 6% in cash, and 6% in units of the
Company, on terms similar to the Units, may be issued on part of this
financing.
CE Mining Limited, a Guernsey based company, or a related entity,
(together "CE Mining") will subscribe, subject to certain requirements,
for a minimum of 22,000,000 Units for proceeds of $1,100,000 . The
Company will place the balance of up to 58,000,000 Units. CE Mining has
the right to subscribe for any Units not placed by the Company.
CE Mining currently owns 20,000,000 common shares of the Company (14.75%
of the current issued and outstanding share capital of the Company) and
20,000,000 warrants. These warrants are exercisable at a price of
C$0.14 per share and expire on May 8, 2015 . Assuming that CE Mining
subscribes for no more than 22,000,000 Units, and the placement is
fully subscribed, upon completion of the private placement, CE Mining
would own 19.48% of the issued and outstanding common shares of the
Company on a non-diluted basis. Upon the exercise of all of its
warrants, CE Mining would own, on a partially diluted basis, 29.6% of
the issued and outstanding common shares of the Company.
In the event CE Mining wished to acquire 22,000,000 Units and the total
placement was less than fully subscribed, or if CE Mining wished to
acquire more than 23,120,000 Units of the fully-subscribed placement,
it would become a "Control Person" under applicable securities
legislation and, under the policies of the TSX Venture Exchange, the
Company would then be required to seek disinterested shareholder
approval of CE Mining's investment. Such approval would be by way of a
Special General Meeting of the shareholders of the Company (the "SGM"),
and would be determined by ordinary resolution. 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. Should an SGM be
required, the Company may close the private placement in two tranches,
with the second tranche closing only in the event of disinterested
shareholder approval. CE Mining would have certain limited rights to
withdraw from any such financing up to the date of the SGM.
About CE Mining
CE Mining is a company jointly owned and managed by Plinian Capital LLP
("Plinian") and Generation Asset Management, and it invests in
promising 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. Further
information on CE Mining's three key principals is set out in the
Company's April 22, 2013 news release. Two of its key principals, Mr
Bradford A. Mills , and Dr. Mark Sander , are currently directors of the
Company.
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.
Restrictions
All securities issued in connection with the private placement will be
subject to a four-month plus one day hold period during which those
securities cannot be traded. 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" "Chris MacKenzie"
Richard D. Williams , P.Geo Christopher J. MacKenzie , C.Geol.
CEO 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.
Statements Regarding Forward-Looking Information
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
"may", "will", "should", "would", "assuming", "in the event" 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 or use of proceeds. 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, land title disputes, security of licenses
granted to explore, develop and mine, regulatory risks and
environmental concerns. Most of these factors are outside the direct
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.