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DISSEMINATION IN THE UNITED STATES.
Helio Resource Corp. ("Helio" or the "Company")
(TSX-V: HRC) is pleased to announce that it has agreed, subject to all
necessary approvals, to a non-brokered private placement of 7,000,000
Units of the Company at a price of $0.75 per Unit for gross proceeds of
$5,250,000 (the "Private Placement"). Each Unit will be
comprised of one common share of Helio and one half of one common share
purchase warrant. Subject to the acceleration provision discussed below,
each whole warrant will entitle the holder thereof to purchase one common
share of the Company at a price of $0.85 for a period of twenty four
months following the closing of the Private Placement. 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 are payable in connection with the Private Placement.
The sole purchaser of the Units in connection with the Private Placement
shall be Dundee Resources Limited ("Dundee") and/or its
affiliates. Dundee is a wholly-owned subsidiary of Dundee Corporation
(DCA-TSX) and carries out the resource investments and initiatives of
Dundee Corporation. On completion of the Private Placement, Dundee and/or
its affiliates will own and/or have control and direction over
approximately 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. According to the policies of the TSX Venture Exchange,
closing of the Private Placement will create a "Control Person"
and, as a result, the Company is required to obtain majority shareholder
approval for the Private Placement to be completed. The Offering is also
subject to Dundee's legal due diligence and TSX Venture Exchange
approval.
The proceeds of the Offering will be used by Helio for general corporate
working capital and advancement of the SMP gold project in Tanzania.
On the closing of the Private Placement, the Company will grant Dundee
the right to nominate one member to the Board of Directors of the
Company.
The Private
Placement is expected to close on or about January 15, 2008.
Helio Resource Corp. is a dynamic, technically-driven mineral exploration
company, focused on high-quality project generation in southern Africa.
Helio is actively exploring 27 prospective gold, base-metal and diamond
properties in Namibia, Botswana, Mozambique and Tanzania. The main focus
for the Company is the development of the SMP gold project in Tanzania.
As part of its strategic approach to project development, Helio has
optioned 9 of its Namibian licences to Desert Minerals (UK) Ltd. Helio
continues to pursue joint venture partners for its other projects in
Namibia, Botswana and Mozambique and to assess new opportunities in
southern Africa.
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
|
"Chris MacKenzie"
Christopher J. MacKenzie, C.Geol.
COO
|
The TSX Venture Exchange has
not reviewed and does not accept responsibility for the adequacy or
accuracy of this release.