Helius Minerals Announces Exercise of Option to Acquire the Serra Pelada Gold - PGM Project

Helius Minerals Limited  (TSXV: HHH,OTC:HHHXF) ("Helius" or the "Company") is pleased to announce that it has exercised its option (the "Option") to acquire all of the issued and outstanding quotas of the Brazilian subsidiaries of Colossus Minerals Inc. ("Colossus"), being Colossus Mineração Ltda. ("Colossus Brazil") and Mineração Fazenda Monte Belo Ltda. ("MFM" together with Colossus Brazil, the "Target Companies"), along with all intercorporate loans owed by the Target Companies to Colossus (the "Purchased Interests"), pursuant to the Exclusivity, Share Option and Acquisition Agreement dated March 3, 2025, as amended (the "Definitive Agreement"). Colossus Brazil holds a 75% interest in Serra Pelada - Companhia de Desenvolvimento Mineral ("SPCDM"), which holds all right, title and interest in and to the mining rights, concessions and other assets comprising the Serra Pelada Gold - PGM project in Pará State, Brazil (the "Serra Pelada Project").

Exercise of the Option

Helius has delivered to Colossus the written notice required under the Definitive Agreement confirming its exercise of the Option (the "Exercise Notice"). The delivery of the Exercise Notice represents the Company's commitment to acquire the Purchased Interests from Colossus, subject to the satisfaction of the closing conditions set out in the Definitive Agreement (the "Transaction Closing").

Satisfaction of Escrow Release Conditions and Conversion of Subscription Receipts

In connection with the exercise of the Option, the Company is also pleased to announce that it has satisfied the escrow release conditions (the "Escrow Release Conditions") related to the brokered private placement offering of 832,150 units of the Company (each, a "Unit") and 12,481,850 subscription receipts of the Company (each, a "Subscription Receipt" and, together with the Units, the "Offered Securities"), at a price per Offered Security of $3.00 for aggregate gross proceeds of $39,942,000 (the "Offering"), which Offering was completed on February 5, 2026.

Upon satisfaction of the Escrow Release Conditions, the net proceeds from the Subscription Receipts together with all accrued interest and income thereon, net of the commission and expenses payable to Beacon Securities Limited, as agent, in the amount of $891,941.98 and the fees of Computershare Trust Company of Canada (the "Subscription Receipt Agent"), have been released to the Company by the Subscription Receipt Agent. Each Subscription Receipt has automatically converted into one Unit. Each Unit consists of one common share of the Company (each a "Common Share") and one-half of one Common Share purchase warrant (each whole warrant, a "Warrant"). Each Warrant is exercisable to acquire one Common Share at a price of $4.50 per Common Share for an exercise period of 3 years from the date of issuance.

If the daily volume-weighted average price of the Common Shares on the TSXV is at or above $6.75 for 20 consecutive trading days, the Company may accelerate the expiry of the Warrants by issuing a news release to that effect, in which case the Warrants will expire 30 days following the date of such news release.

The Company intends to use the net proceeds from the Subscription Receipts to satisfy the remaining Transaction Closing conditions, complete the acquisition of the Purchased Interests, and advance exploration and development of the Serra Pelada Project, as well as for working capital and general corporate purposes.

Next Steps

The Company continues to advance all workstreams necessary to complete the Transaction Closing, ongoing liability resolution negotiations, and compliance with the conditions established by the Agência Nacional de Mineração for the Serra Pelada Mining Concession. The Company has agreed with Colossus that the date of the Transaction Closing shall be no later than July 31, 2026, subject to any extension in accordance with terms of the Definitive Agreement, as amended from time to time, or such other date as may be agreed upon in writing by the Parties The Company will provide further updates as material milestones are achieved.

About Helius Minerals Limited

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.

On behalf of the Board of Directors,

Website: www.heliusminerals.com

Neither 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 press release.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS: This news release may contain forward-looking information within the meaning of applicable securities laws ("forward-looking statements"). Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects," "plans," "anticipates," "believes," "intends," "estimates," "projects," "potential" and similar expressions, or that events or conditions "will," "would," "may," "could" or "should" occur. These forward-looking statements include, but are not limited to, statements regarding the Transaction Closing and timing and the intended use of proceeds of the Offering. These forward-looking statements are subject to a variety of risks and uncertainties which could cause actual events or results to differ materially from those reflected in the forward-looking statements, including, without limitation: the uncertainties inherent to current and future legal challenges that face the Serra Pelada Project and Colossus and its subsidiaries; controls, regulations, and political or economic developments in Brazil; changes in national and local government legislation in Canada and Brazil; the lack of certainty with respect to foreign legal systems, which may not be immune from the influence of political pressure, corruption or other factors that are inconsistent with the rule of law; the speculative nature of mineral exploration and development, including the risks of obtaining and maintaining the validity and enforceability of the necessary licenses and permits and complying with the permitting requirements of Brazil; fluctuations in the international currency markets and in the rates of exchange of the currencies of Canada, the United States and Brazil; significant capital requirements; risks related to fluctuations in metal prices; uncertainties related to raising sufficient financing to fund exploration work in a timely manner and on acceptable terms; changes in planned work resulting from weather, logistical, technical or other factors; the possibility that results of work will not fulfil expectations and realize the perceived potential of the Serra Pelada Project; risk of accidents, equipment breakdowns and labour disputes or other unanticipated difficulties or interruptions; the possibility of cost overruns or unanticipated expenses in conducting work programs; the risk of environmental contamination or damage resulting from Helius' operations; the risk that the aggregate amount required to resolve the outstanding liabilities associated with the Serra Pelada Project, the Target Companies and SPCDM is not materially lower than, and may exceed, the aggregate reference value disclosed in this news release; the risk that the Company's assessment of liabilities, which is based exclusively on publicly available court records and information accessible without formal representation of the Target Companies, does not capture all material liabilities, including non-litigated contractual liabilities, contingent claims not yet filed, latent or unidentified claims, claims not identifiable through judicial databases, and claims that may emerge or be reactivated after the reference date or after closing of the acquisition of the Purchased Interests; the risk of creditors requesting a judicial appraisal of the mining operation to prepare for a future public auction or forced sale of the Serra Pelada Project or other assets; the risk that financial, procedural or factual elements of identified proceedings (including tax liabilities that depend on data not publicly available without formal representation) are incomplete, outdated or inaccurate, and that recorded values differ from actual enforceable amounts; and other risks and uncertainties. Any forward-looking statement speaks only as of the date it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise.

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/303421