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NOT
FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES NOR FOR DISSEMINATION
IN THE UNITED STATES.
Helio Resource Corp. ("Helio" or the "Company") (TSX-V:
HRC) is pleased to announce that, effective January 18, 2008, the Company
has closed the previously announced non-brokered private placement (the
"Private Placement" - see news release dated December 5, 2007).
The purchasers of the Units in connection with the Private Placement were
Dundee Resources Limited ("Dundee") and an affiliate. Dundee is
a wholly-owned subsidiary of Dundee Corporation (DCA-TSX) and carries out
the resource investments and initiatives of Dundee Corporation.
The Private Placement was fully subscribed and the Company issued
7,000,000 Units of the Company at a price of $0.75 per Unit for gross
proceeds of $5,250,000. Each Unit comprised one common share and one half
of one common share purchase warrant. Subject to the acceleration
provision discussed below, each whole warrant entitles the holder to
purchase one common share of the Company at a price of $0.85 until
January 18, 2010. If, after June 30, 2008, the common shares of the
Company trade at a price of $1.25 or greater for a period of 21
consecutive days, the Company shall be entitled to accelerate the expiry
date of the warrants by providing 30 days written notice to the holder of
the warrants. No commission or finders fees were paid in connection with
the Private Placement. The common shares and warrants comprising the
Units are subject to a four month hold period that expires May 19, 2008.
As part of the transaction, Colin Jones has been appointed to the Board
of Directors of the Company, subject to the approval of the TSX Venture
Exchange. Colin Jones is a representative of Dundee.
Following the closing of the Private Placement, Dundee and its affiliates
own and/or have control and direction over 8,360,500 common shares and
4,400,000 share purchase warrants representing approximately 19.46% of
the issued and outstanding shares of the Company on an undiluted basis or
an approximate 26.94% interest assuming the conversion of all warrants
held by Dundee and its affiliates. As required by TSX Venture Exchange
policies, the Company has obtained the written approval of a majority of
the disinterested shareholders to the Private Placement.
The proceeds of the Private Placement will be used by Helio for
advancement of the SMP gold project in Tanzania and general corporate
working capital.
For additional information, please contact Richard Williams or Irene
Dorsman at +1 604 638 8007 or by e-mail to richard@helioresource.com or irene@helioresource.com.
ON BEHALF OF THE BOARD OF DIRECTORS
"Richard D. Williams"
Richard D. Williams, P.Geo
CEO
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"Chris MacKenzie"
Christopher J. MacKenzie, C.Geol.
COO
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The
TSX Venture Exchange has not reviewed and does not accept responsibility
for the adequacy or accuracy of this release.
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