Mr. Charles Funk reports

HELIOSTAR METALS CLOSES BOUGHT DEAL EQUITY FINANCING FOR GROSS PROCEEDS OF $19.5 MILLION

Heliostar Metals Ltd. has closed the bought deal equity financing previously announced by the company on March 20, 2025, including the partial exercise of the underwriter option for aggregate gross proceeds of $19.5-million. The offering was conducted by a syndicate of underwriters led by Cormark Securities Inc. and Velocity Trade Capital Ltd., and including Clarus Securities Inc., BMO Capital Markets, Roth Canada Inc. and Ventum Financial Corp.

Pursuant to the offering, the company issued 19.5 million common shares at a price of $1 per offered share. Eric Sprott, through 2176423 Ontario Ltd., a corporation beneficially owned by him, invested $5-million by subscribing for five million offered shares.

The net proceeds of the offering will be used for the development of the company's projects in Mexico, including drilling at Ana Paula, and for general corporate purposes.

In consideration for the services provided by the underwriters in connection with the offering, on closing, the company paid to the underwriters a cash commission equal to 5.0 per cent of the gross proceeds of the offering.

Of the offered shares: (a) nine million were sold pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 (Prospectus Exemptions) and, therefore, are not subject to resale restrictions pursuant to applicable Canadian securities legislation; and (b) 10.5 million were sold pursuant to other exemptions under applicable Canadian securities legislation and are subject to a hold period expiring on July 29, 2025.

The offering remains subject to the final acceptance of the TSX Venture Exchange.

2176423 is an existing insider of the company, and, as such, its participation in the offering is a related-party transaction as defined under Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The company completed the offering in reliance on exemptions available under MI 61-101 from the formal valuation and minority approval requirements of MI 61-101. Specifically, the offering is exempt from the formal valuation requirement in Section 5.4 of MI 61-101 in reliance on Section 5.5(b) of MI 61-101 as the company is not listed on a specified market within the meaning of MI 61-101. Additionally, the offering is exempt from the minority approval requirement in Section 5.6 of MI 61-101 in reliance on Section 5.7(1)(a) of MI 61-101 insofar as neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the offering insofar as it involves interested parties exceeds 25 per cent of the company's market capitalization. The company did not file a material change report more than 21 days before the expected closing date of the offering as the details of the offering and the participation therein by each related party of the company were not settled until shortly prior to closing, and the company wished to close the offering on an expedited basis for sound business reasons.

About Heliostar Metals Ltd.

Heliostar aims to grow to become a mid-tier gold producer. The company is focused on increasing production and developing new resources at La Colorada and San Agustin mines in Mexico, and on developing the 100-per-cent-owned Ana Paula project in Guerrero, Mexico.

We seek Safe Harbor.