Mr. Charles Funk reports

HELIOSTAR ANNOUNCES SUCCESSFUL CLOSING OF $5.2M WARRANT INCENTIVE PROGRAM

Heliostar Metals Ltd. has successfully completed the company's warrant exercise incentive program, as previously announced on Nov. 14, 2023. A total of 17,581,544 common shares in the capital of the company were issued upon the exercise of 17,581,544 previously outstanding share purchase warrants, providing aggregate gross proceeds of $5,274,463.20 to the company.

For every outstanding warrant exercised, the holders of such outstanding warrant received the one common share to which they were otherwise entitled under the terms of the outstanding warrants and one-third of one common share purchase warrant. Each whole incentive warrant will allow 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 total of 5,860,504 incentive warrants were issued pursuant to the incentive program.

Holders of 46,363,630 outstanding warrants issued on March 16, 2023, were eligible to participate in the incentive program. Following completion of the incentive program, there remain 28,782,086 outstanding warrants. For those holders of outstanding warrants who chose not to participate in the incentive program, the outstanding warrants will remain outstanding and continue to be exercisable for common shares on their current terms, until March 16, 2026, at which time any outstanding warrants that remain unexercised will expire and be cancelled pursuant to their terms.

Insiders of the company participated in the incentive program and, as a result, the incentive program may constitute a related party transaction within the meaning of Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. The company relies on the exemptions from the formal valuation requirements of MI 61-101 contained in Section 5.5(a) and (b) of MI 61-101 on the basis that the fair market value of the transaction with insiders will not be more than 25 per cent of the market capitalization of the company and no securities of the company are listed on a specified market set out in such section, and the company further relies on the exemption from the minority shareholder approval requirements of MI 61-101 contained in Section 5.7(1)(a) of MI 61-101 on the basis of the fair market value of the transaction with insiders will not be more than 25 per cent of the market capitalization of the company.

The proceeds of the incentive program will be used for exploration and development of the Ana Paula project and for working capital purposes.

The incentive warrants issued are subject to a hold period ending April 9, 2024. The incentive program is subject to the final acceptance of the TSX Venture Exchange.

The underlying common shares received from exercise of the outstanding warrants and common shares to be issued pursuant to the exercise of the incentive warrants have not been, and will not be, registered under the U.S. Securities Act or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor in any other jurisdiction.

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 developing the 100-per-cent-owned Ana Paula project in Guerrero, Mexico. In addition, Heliostar in conjunction with the Mexican federal and local government, is working 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.

Ana Paula hosts measured and indicated resources of 710,920 ounces of gold (320,204 measured and 390,716 indicated ounces) at 6.60 grams per tonne gold and an inferred resource of 447,512 ounces of gold at 4.24 g/t gold. 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.