Mr. Charles Funk reports

HELIOSTAR ANNOUNCES CLOSING OF $3 MILLION NON-BROKERED PRIVATE PLACEMENT

Heliostar Metals Ltd., further to its news release dated June 23, 2022, has closed its non-brokered private placement offering. The company issued 12.02 million units at a price of 25 cents per unit for gross proceeds of $3,005,000.

About the private placement

Each unit will consist of one common share in the capital of the company and one common share purchase warrant. Each warrant shall initially entitle the holder to purchase one additional common share at an exercise price of 50 cents per common share until the date that is six months following the closing date. On the transition date, each outstanding warrant shall automatically (without any need for notice or action) convert into a one-half warrant and thereafter the holder will only be entitled to purchase one common share upon the exercise of two one-half warrants at an aggregate exercise price of 75 cents per common share. The one-half warrants will expire 18 months after the Transition Date.

In the offering, the company paid finders' fees to three qualified finders, consisting of an aggregate amount of $14,700 in cash and 58,800 non-transferable broker warrants. Each broker warrant is exercisable into one share at an exercise price of 50 cents per common share until the transition date. On the transition date, each outstanding warrant shall automatically (without any need for notice or action) convert into a one-half warrant and thereafter the holder will only be entitled to purchase one common share upon the exercise of two one-half warrants at an aggregate exercise price of 75 cents per common share. The one-half warrants will expire 18 months after the transition date.

The shares, any warrant shares issuable upon exercise of any of the warrants and any broker warrant shares issuable upon exercise of any of the broker warrants are subject to a four-month-and-one-day restricted resale period expiring Dec. 3, 2022, in accordance with the policies of the TSX Venture Exchange and securities laws applicable in Canada. In addition to Canadian resale restrictions, any of the securities sold to investors from other jurisdictions may be subject to additional resale restrictions, including those of the federal laws of the United States and any state or territory thereof.

The company intends to use the net proceeds from the offering to advance its Alaskan and Mexican projects, focusing primarily on a proposed drill program at Unga, as well as for working capital and general corporate purposes.

Geologic Resource Partners LLC, a company wholly owned and controlled by George Ireland, a director, purchased 400,000 units in the offering, and the offering is therefore considered to be a related party transaction, as defined in Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions and Policy 5.9 of the TSX Venture Exchange, which require that the company, in the absence of exemptions, obtain a formal valuation for, and minority shareholder approval of, the related party transaction. However, the offering is exempt: (i) from the formal valuation requirement of MI 61-101 (and Policy 5.9) pursuant to the exemption contained in Section 5.5(b) of MI 61-101 as none of the company's securities are listed on any of the markets specified in Section 5.5(b) of MI 61-101; and (ii) from the shareholder approval requirement of MI 61-101 (and Policy 5.9) pursuant to the exemption contained in Section 5.7(1)(a) of MI 61-101 because the fair market value of the securities sold to related parties in the offering did not exceed 25 per cent of the company's market capitalization.

About Heliostar Metals Ltd.

Heliostar is a junior exploration and development company with a portfolio of high-grade gold projects in Alaska and Mexico. The company's flagship asset is the 100-per-cent-controlled Unga gold project on Unga Island and Popof Island in Alaska. The project hosts an intermediate sulphidation epithermal gold deposit, located within the district-scale property that encompasses 240 square kilometres across the two islands. Additional targets on the property include porphyry, high-sulphidation and intermediate-sulphidation epithermal veins. On Unga Island, priority targets include: the SH-1 and Aquila, both on the Shumagin trend; the former Apollo-Sitka mine, which was Alaska's first underground gold mine; and the Zachary Bay porphyry gold-copper prospect. Gold mineralization at the Centennial zone is located on neighbouring Popof Island within four kilometres of infrastructure and services at Sand Point.

In Mexico, the company owns 100 per cent of three-early stage epithermal projects in Sonora that are highly prospective for gold and silver. Cumaro forms part of the El Picacho district, while the Oso Negro and La Lola projects are also prospective for epithermal gold-silver mineralization.

We seek Safe Harbor.