Mr. Christian Grainger reports

HELIUS MINERALS ANNOUNCES C$25 MILLION BROKERED PRIVATE PLACEMENT TO ADVANCE THE SERRA PELADA GOLD-PGM PROJECT

Helius Minerals Ltd. has entered into an engagement agreement with Beacon Securities Ltd., as lead agent and sole bookrunner, on a commercially reasonable best effort private placement basis to raise aggregate gross proceeds of up to $25,002,000. The private placement will be composed of the sale to investors of a combination of units and subscription receipts of the company, at a price per offered security of $3.

Ten per cent of the offering amount will be raised through the sale of units, which will be issued immediately on closing of the offering to provide immediate working capital to the company of up to $2,500,200. The remaining 90 per cent of the offering amount will be raised through the sale of subscription receipts issued at closing, with underlying units to be issued upon the automatic exercise of the subscription receipts upon satisfaction or waiver of certain escrow release conditions (as defined below). Net subscription funds with respect to the subscription receipts will be held in escrow by Computershare Trust Company of Canada, subject to the satisfaction or waiver of the escrow release conditions and pursuant to the terms of a subscription receipt agreement, to be entered into by and between the company, Beacon and the subscription receipt agent, which will govern the terms of the subscription receipts.

Each subscriber's investment will be allocated 90 per cent to the purchase of subscription receipts and 10 per cent to the purchase of units, 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 warrant will be exercisable to acquire one common share at a price of $4.50 per warrant share and for an exercise period of three years from the date of issuance. If, at any time after: (a) the statutory four-month hold period following the issuance of the units; or (b) in respect the units upon exercise of the subscription receipts, the later of: (i) the statutory four-month hold period following the issuance of the units upon exercise of the subscription receipts; and (ii) the satisfaction or waiver (to the extent permitted by Beacon), as applicable, of the escrow release conditions, the daily volume-weighted average price of the common shares on the TSX Venture Exchange 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 offering is being conducted in conjunction with the company's planned acquisition of the Serra Pelada gold/platinum group metal project in Para state, Brazil, as announced in Helius's news releases of March 4, 2025, March 25, 2025, May 9, 2025, Aug. 11, 2025, and Oct. 23, 2025. The terms of the transaction are set forth in the exclusivity, share option and acquisition agreement dated as of March 3, 2025, as amended by an amending agreement dated Oct. 22, 2025, between the company and Colossus Minerals Inc. Under the definitive agreement, the company has the binding right, and intends, to exercise an option to acquire the project by acquiring all of the quotas of Colossus's Brazilian subsidiaries, Colossus Mineracao Ltda. and Mineracao Fazenda Monte Belo Ltda. Colossus Brazil holds a 75-per-cent interest in a partnership called Serra Pelada-Companhia de Desenvolvimento Mineral, which is the registered and beneficial owner of all right, title and interest in and to the mining rights, concessions and other assets that comprise the project. The closing of the transaction and completion of the acquisition are subject to, among other conditions, receipt of all required shareholder, board of directors, regulatory and stock exchange approvals in connection with the transaction, including the approval of the TSX Venture Exchange and certain creditor and regulatory approvals of the debt and rehabilitation plans designed to facilitate the acquisition and restart of the project.

Each subscription receipt issued in connection with the offering will entitle the holder, without payment of additional consideration and without further action by the holder, to receive one unit upon the satisfaction or waiver (to the extent permitted by Beacon) of the conditions, including, among others:

1. The company delivering to Colossus an option exercise notice indicating the exercise of the option and that the company will complete the acquisition prior to the expiry of the option or termination of the definitive agreement;
2. Completion of agreed letters of intent with key Brazilian creditors of Colossus and the Colossus subsidiaries in Brazil representing approximately 85 per cent of their outstanding Brazilian debt;
3. The company having certified in writing to Beacon that the company has available funds (including the escrowed funds) to complete the acquisition and the transaction closing, and reasonably, and in good faith believes and expects that all conditions, undertakings and other matters to be satisfied, completed and otherwise met to complete the acquisition will be satisfied, completed or met in a timely manner in accordance with the definitive agreement; and
4. Receipt of regulatory and stock exchange approvals, including the approval of the TSX-V, and other customary conditions for a transaction of this nature.

These conditions are all as satisfied and/or waived (to the extent permitted by Beacon) in form and substance satisfactory to Beacon.

In the event that the subscription receipt agent does not receive a joint release notice prior to 5 p.m. Toronto time on the date that is five months after the date of closing of the offering, the holders of the subscription receipts will automatically be entitled to a pro rata portion of interest and income earned on the escrowed funds from and after the closing date, accrued monthly and to be paid (net of any applicable withholding tax) on a pro rata basis to the holders of the subscription receipts upon satisfaction or waiver of the escrow release conditions and release of the escrowed funds to the company. In the event that the subscription receipt agent does not receive the release notice prior to the release deadline, each holder of subscription receipts will be entitled to request the subscription receipt agent to return the holders' pro rata portion of the escrowed funds, and, upon the receipt of such request, the company will return to such requesting holder within two business days of such request, an amount equal to the aggregate issue price of the subscription receipts held by it and its pro rata portion of any interest and income earned thereon from and after the closing date.

Upon the termination of the definitive agreement or if the company advises the agent or announces to the public that it does not intend or is unable to satisfy the escrow release conditions or proceed with the transaction closing and/or the acquisition, the subscription receipt agent will return to holders of subscription receipts, within two business days of the termination event, an amount equal to the aggregate issue price of the subscription receipts held by them and their pro rata portion of any interest and income earned thereon (net of any applicable withholding tax). The company will be responsible and liable to the holders of subscription receipts for, and the company shall promptly deliver funds to the subscription receipt agent in an amount equal to the amount of, any shortfall between the aggregate issue price of the subscription receipts and the escrowed funds.

The company intends to use the net proceeds of the units for professional expenses and overhead and general working capital purposes in advance of the transaction closing. The company intends to use the net proceeds of the subscription receipts to satisfy the transaction closing conditions and complete the acquisition, as well as for exploration and development of the project, working capital and general corporate purposes.

In connection with the offering, a cash commission equal to 6 per cent of the gross proceeds of the offering will be payable to the agent on closing, and, other than in respect of sales to those investors on the list of investors provided to Beacon by the company (the president's list), the agent will receive a corporate finance fee, in cash, equal to 2 per cent of the gross proceeds of those sales.

Compensation options equal to 6 per cent of the number of offered securities issued by the company under the offering will be issued to the agent on closing (reduced to 2 per cent 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 Jan. 29, 2026, and is subject to the company receiving all necessary regulatory approvals, including the approval of the TSX-V. The units, 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 per cent of the company's market capitalization.

The offered securities will be offered for sale: (i) to 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 U.S. Securities Act of 1933, as amended, and applicable U.S. state securities laws.

About Helius Minerals Ltd.

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.

We seek Safe Harbor.