Vancouver, British Columbia — January 7, 2026 — Leads & Copy — Helius Minerals Limited (TSXV: HHH) has announced an upsize to its previously announced commercially reasonable “best efforts” private placement offering. Under the amended terms, the Company will issue up to 833,400 units and up to 10,833,600 subscription receipts at a price of $3.00 per Offered Security for aggregate gross proceeds of up to $35,001,000.
Beacon Securities Limited is acting as sole agent and bookrunner in connection with the Offering.
Each subscriber’s investment will be allocated in Units and Subscriptions Receipts in an amount that is pro rata to the total Offering, or such other allocation as may be agreed by Beacon and the Company.
Each Unit will consist of one common share of the Company and one-half of one Common Share purchase warrant. Each whole warrant will be exercisable to acquire one Common Share at a price of $4.50 per Warrant Share, and for an exercise period of 3 years from the date of closing of the Offering.
In connection with the Offering, a cash commission equal to 6% of the gross proceeds of the Offering will be payable to the Agent on Closing, other than in respect of sales to those investors on the list of investors provided to Beacon by the Company. The Agent will receive a corporate finance fee, in cash, equal to 2% of the gross proceeds of those sales.
Compensation options equal to 6% of the number of Offered Securities issued by the Company under the Offering will be issued to the Agent on Closing (reduced to 2% on President’s List orders). Each Compensation Option issued in respect of the sale of Units will be exercisable to purchase one Common Share at the issue price for a period that will be the same as the exercise period of the Warrants. Each Compensation Option issued in respect of the Subscription Receipts will, upon the satisfaction or waiver, as applicable, of the Escrow Release Conditions and the release of the Escrowed Funds, become exercisable to purchase one Compensation Option Share at the issue price (subject to any necessary adjustments) for a period that will be the same as the exercise period of the Warrants underlying the Subscription Receipts.
The Offering is expected to close on or about January 29, 2026 and is subject to the Company receiving all necessary regulatory approvals, including the approval of the TSXV. The Units and Common Shares and Warrants underlying the Units, the Compensation Options and the Common Shares underlying the Compensation Options, and the Common Shares underlying the Warrants shall be subject to a hold period in Canada under applicable Canadian securities laws ending on the date that is four months and one day following the Closing Date.
It is anticipated that certain insiders of the Company may acquire Offered Securities. Any participation by insiders in the Offering will constitute a “related party transaction” as defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions. The Company expects such participation will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the Units subscribed for by the insiders, nor the consideration for the Units paid by such insiders, is expected to exceed 25% of the Company’s market capitalization.
The Offered Securities will be offered for sale to (i) “accredited investors” resident in all provinces of Canada subject to compliance with applicable securities regulatory requirements and pursuant to private placement exemptions as set out in National Instrument 45-106 – Prospectus Exemptions and (ii) in jurisdictions other than Canada including in the United States pursuant to available exemptions from the registration requirements of the United States Securities Act of 1933, as amended, and applicable U.S. state securities laws.
The securities have not been and will not be registered under the U.S. Securities Act or any state securities laws and may not be offered or sold within the United States or to U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Helius is a mineral exploration company focused on the identification and development of high-quality mineral assets across the Americas, with an emphasis on South American jurisdictions.
Christian Grainger (PhD, AIG)
President and CEO
M: +57 3146364676
cg@heliusminerals.com
Source: Helius Minerals Limited
