VANCOUVER, BC, June 8, 2026 /CNW/ - Helius Minerals Limited ("Helius" or the "Company") (TSXV: HHH) is pleased to provide an update on the status of its proposed acquisition (the "Acquisition") of the Serra Pelada gold-platinum-palladium mining project (the "Serra Pelada Project") located in Pará, Brazil, and on the outstanding judicial liabilities associated with the Serra Pelada Project.
As previously disclosed, Helius entered into an Exclusivity, Share Option and Acquisition Agreement dated March 3, 2025, as amended by a first amending agreement dated October 22, 2025 (as amended, the "Definitive Agreement") with Colossus Minerals Inc. ("Colossus") pursuant to which Helius has the option (the "Option") to acquire all of the issued and outstanding quotas of Colossus' Brazilian subsidiaries, Colossus Mineração Ltda. ("Colossus Brazil") and Mineração Fazenda Monte Belo Ltda. ("MFM", and together with Colossus Brazil, the "Target Companies") along with all intercorporate loans (and all interest accrued thereon) owed by the Target Companies to Colossus (the "Purchased Interests"). Colossus Brazil holds a 75% interest in the partnership called Serra Pelada -- Companhia de Desenvolvimento Mineral ("SPCDM"), which holds a 100% interest in the Serra Pelada Project, with the remaining 25% held by the Cooperativa de Mineração dos Garimpeiros de Serra Pelada.
On April 1, 2026, the Company delivered a notice of its intention to proceed with the Option (the "Option Notice") to Colossus pursuant to the Definitive Agreement. If Helius desires to exercise the Option, Helius must deliver to Colossus prior to October 1, 2026 (subject to extension in accordance with the Definitive Agreement) an additional written notice indicating its desire to exercise the Option, at which point Helius will have agreed to purchase the Purchased Interests from Colossus for and in consideration of the following along with the satisfaction of other closing conditions as set out in the Definitive Agreement:
1. Consideration to Colossus: (a) payment to Colossus of US$100,000 in cash,
less CAD$91,486.87 previously advanced by Helius to Colossus on account
of Colossus' legal fees and disbursements; (b) payment to Colossus of
CAD$100,000 in cash; (c) issuance to Colossus of 4,134,389 special
warrants of Helius representing 10% of the issued and outstanding common
shares of Helius (each a "Common Share") as of April 1, 2026, the date of
Helius's delivery to Colossus of the Option Notice pursuant to the
Definitive Agreement; and (d) transferable share purchase warrants (each
a "Warrant") valued at CAD$250,000 based on a Black-Scholes valuation
with a 5-year term with each Warrant entitling the holder thereof to
purchase one Common Share at an exercise price of CAD$3.00 per share;
2. Consideration to the Existing Noteholders: The holders of the existing
senior secured convertible notes issued by Colossus (the "Existing
Notes") in an aggregate principal amount of US$4 million will receive new
senior secured convertible notes (the "Amended Notes") issued by Helius
in exchange for the Existing Notes and Colossus will receive a full and
final release from any and all obligations in respect of the Existing
Notes and the Amended Notes. Each of the four holders of the Existing
Notes has provided signed consent to the amendment and exchange, with the
general terms of the Amended Notes having been agreed and long-form
documentation (including related security documents) to be settled in
connection with closing; and
3. Consideration to the Existing Royalty Holder: Helius will deliver a
parent guarantee with respect to the existing 2% royalty granted under
the amended and restated purchase agreement dated April 22, 2014 among
Colossus, Colossus Brazil and the existing royalty holder, in replacement
of the guarantee of Colossus.
Update on Liabilities
As part of its ongoing due diligence and development of a debt resolution plan, the Company, with the assistance of Brazilian counsel, has completed a comprehensive legal due diligence assessment of the outstanding liabilities related to the Serra Pelada Project (the "Liability Assessment"). Through a combination of automated data extraction across publicly available court databases and subsequent legal validation, the Liability Assessment screened approximately 1,500 procedural records and consolidated those records considered material for individualized analysis, with a cut-off date of May 10, 2026. This assessment does not constitute a definitive determination of liabilities, financial exposure or enforceable obligations associated with the Serra Pelada Project.
Helius has assisted Colossus Brazil with: (a) the negotiation and execution of settlement agreements and preliminary arrangements with creditors; (b) developing transaction structuring mechanisms, including the use of escrow, holdback or similar financial protections; and (c) planning for post-closing actions, including structured negotiations, tax settlement programs and active management of litigation.
As at the date of this news release, the Company has advanced negotiations and settlement strategies across all categories of liabilities and, based on the progress of those negotiations together with the conclusions of the Liability Assessment, anticipates that the aggregate amount that Colossus Brazil will ultimately require to resolve the outstanding liabilities will be materially lower than the aggregate reference value disclosed below. There can be no assurance as to the final settlement amounts, which ultimately may prove higher or lower than the referenced amount. The final amount will depend on the outcome of ongoing negotiations with creditors and the resolution of legal proceedings, whether currently known or unknown.
The aggregate reference value of outstanding liabilities identified through the Liability Assessment amounts to approximately BRL 379,155,436 (approximately CAD$104,000,000 converted at the Bank of Canada daily exchange rate of BRL/CAD of 0.2751 on May 22, 2026). The aggregate reference value reflects the gross amount identified through the Liability Assessment and does not reflect legal classification, negotiated reductions to date, procedural defences or post-closing settlement strategies. Based on the results of the Liability Assessment and the status of ongoing negotiations with creditors, the Company anticipates that the ultimate amount required to resolve these liabilities will be subject to material reductions from the aggregate reference value. There can be no assurance as to the final settlement amounts, which ultimately may prove higher or lower than the referenced amount. The final amount will depend on the outcome of ongoing negotiations with creditors and the resolution of legal proceedings, whether currently known or unknown.
Of the total BRL 379,155,436 in outstanding liabilities identified through the Liability Assessment, approximately
1. BRL 146,000,000 (approximately CAD$40 million) relates to tax enforcement
claims (the "Tax Liabilities");
2. BRL 108,000,000 (approximately CAD$30 million) relates to civil claims
(the "Civil Claim Liabilities"); and
3. BRL 125,000,000 (approximately CAD$34 million) relates to labour claims
(the "Labour Liabilities").
As at the date of this news release, the Company has identified BRL 91,633,419 (approximately CAD$25 million) in outstanding liabilities that are available for settlement through pre-closing negotiation (the "Available Base"). From this total, approximately BRL 83,332,146 (approximately CAD$23 million) representing 90.9% of the Available Base has been addressed through one or more of the following resolution strategies: identified legal prescriptions to be raised in court, signed letters of intent, letters of intent under active negotiation and other documented procedural strategies.
The Available Base excludes: (i) tax enforcement liabilities, whose resolution is contingent upon post-closing adherence to formal Brazilian tax settlement programs established under applicable federal and state legislation; (ii) two centralized collective labour proceedings being conducted by a third party that bears joint and several liability in connection with those claims; and (iii) the environmental public interest civil action brought by the Pará State Public Prosecutor's Office (the "Environmental Public Civil Action"), which is amenable to settlement through a conduct adjustment agreement (Termo de Ajustamento de Conduta) with the competent environmental authorities. Each of these exclusions from the Available Base is being managed under the Company's post-closing resolution strategy. With respect to the Environmental Public Civil Action, with a current assessed value of approximately BRL 16,850,000 (approximately CAD$4.6 million), the Company notes that the central regulatory premise underlying the claim has been addressed in a formal technical pronouncement issued by the Agência Nacional de Mineração (the "ANM") (Order No. 54682/SBP-ANM/ANM/2026). The Company believes that this pronouncement may support legal and regulatory defences to the proceeding.
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