Mr. Charles Funk reports

HELIOSTAR ANNOUNCES $4.6M IN COMMITMENTS UNDER WARRANT INCENTIVE PROGRAM

Heliostar Metals Ltd. is updating on its warrant exercise incentive program previously announced on Nov. 14, 2023. The warrant incentive program was designed to encourage the early exercise of up to 46,363,630 common share purchase warrants issued on March 16, 2023.

To date, holders of 15,368,864 outstanding warrants have committed to participate in the warrant incentive program. Early exercise of such outstanding warrants would result in gross proceeds to the company of $4,610,659.

"We continue to move rapidly forward with the Ana Paula project. The near future has a lot of valuation growth catalysts including resource growth, de-risking studies, accelerated path-to-production and continued exploration success. The first of the catalysts, an updated mineral resource estimate, is expected this month," commented Heliostar chief executive officer, Charles Funk. He continued: "To maintain strength in the balance sheet to achieve these milestones the company has looked within its share structure to minimize dilution. The warrant incentive program has received significant commitments totalling $4.6-million to date. We believe it provides one of the least dilutive financing outcomes for all Heliostar shareholders. The offering warrant incentive program remains open until Dec. 8, 2023."

Webinar invitation

The company is hosting a webinar on Nov. 28 at 1 p.m. Pacific/4 p.m. Eastern Time to provide an update on the Ana Paula project.

About the warrant incentive program

Pursuant to the warrant incentive program, the company has offered to holders of all 46,363,630 outstanding warrants the opportunity to exercise each of their outstanding warrants between 12 a.m. PST on Nov. 17, 2023, and 12 p.m. PST on Dec. 8, 2023. In return for the early exercise, each holder will receive one common share in the capital of the company pursuant to the original warrant terms, plus as an incentive, one-third of one common share purchase warrant. Each incentive warrant allows the holder to acquire one common share at an exercise price of 40 cents for a period of two years following the date of the issuance of the incentive warrant. A holder may elect to exercise all, none, or a portion of their outstanding warrants.

Each outstanding warrant is currently exercisable to purchase one common share at 30 cents per common share until March 16, 2026. Any outstanding warrants remaining unexercised after 12 p.m. PST on Dec. 8, 2023, will remain outstanding and continue to be exercisable pursuant to their existing terms.

Holders of outstanding warrants who elect to participate in the incentive program are required to deliver the following to the company on or prior to 12 p.m. PST on Dec. 8, 2023: a duly completed and executed exercise form, in the form which accompanies the certificate representing the outstanding warrants; the original certificate representing the outstanding warrants being exercised; and the applicable aggregate exercise price (30 cents per outstanding warrant) payable to the company by way of certified cheque, money order, bank draft or wire transfer in lawful money of Canada.

The proceeds from the early exercise of the outstanding warrants will be used to advance the company's Ana Paula project and for general working capital.

The common shares issued on exercise of the outstanding warrants will not be subject to any hold period. The incentive warrants and any common shares issued upon the exercise of the incentive warrants will be subject to a hold period expiring four months after the date of distribution of the incentive warrants.

The incentive program is subject to certain conditions, including, but not limited to, the receipt of all necessary approvals, including the final approval of the TSX Venture Exchange.

About Heliostar Metals Ltd.

Heliostar is a junior mining company with a portfolio of high-grade gold projects in Mexico and Alaska.

The company is focused on developing the 100-per-cent-owned Ana Paula project in Guerrero, Mexico. In addition, Heliostar is working with the Mexican federal and local government to permit the San Antonio gold project in Baja Sur, Mexico. The company continues to explore the Unga gold project in Alaska, United States of America.

The Ana Paula project deposit contains proven and probable mineral reserves of 1,081,000 ounces of gold (630,000 proven and 451,000 probable ounces) at 2.38 grams per tonne gold and 2,547,000 ounces of silver (1,322,000 proven and 1,226,000 probable ounces) at 5.61 g/t silver. Ana Paula hosts measured and indicated resources of 1,468,800 ounces of gold (703,800 measured and 765,000 indicated ounces) at 2.16 g/t gold and 3.6 million ounces of silver (1,637,000 measured and 1,963,000 indicated ounces) at 5.3 g/t silver. The asset is permitted for open-pit mining and contains significant existing infrastructure including a portal and a 412-metre-long decline.

We seek Safe Harbor.