Helius Minerals Provides Status Update on Serra Pelada Project Acquisition Transaction

Executive Summary

• Helius Minerals provided a material update on its proposed acquisition of the Serra Pelada gold-platinum-palladium project from Colossus Minerals Inc., detailing the consideration structure, outstanding judicial liabilities, and active settlement negotiations.
• The company delivered a notice of intention to exercise its option on April 1, 2026, with a final exercise deadline of October 1, 2026, outlining a consideration package comprising cash, special warrants, transferable share purchase warrants, and the exchange of existing senior secured convertible notes.
• A comprehensive liability assessment identified approximately BRL 379.2M (~CAD$104M) in outstanding liabilities across tax, civil, and labour categories, with the company already securing ~76% discounts on certain claims through binding LOIs payable via cash and share issuances.

Key Details

• Transaction Structure & Consideration: Helius holds an option to acquire Colossus' Brazilian subsidiaries (Colossus Brazil and MFM), which hold a 75% interest in the Serra Pelada Project partnership (SPCDM). Exercise deadline is October 1, 2026.
• Consideration to Colossus: (a) US$100,000 cash less CAD$91,486.87 previously advanced for legal fees; (b) CAD$100,000 cash; (c) 4,134,389 special warrants representing 10% of Helius' outstanding common shares as of April 1, 2026; (d) Transferable share purchase warrants valued at CAD$250,000 (Black-Scholes), 5-year term, exercise price CAD$3.00/share.
• Noteholder Exchange: Existing senior secured convertible notes held by Colossus (US$4M aggregate principal) will be exchanged for new senior secured convertible notes issued by Helius. All four noteholders have provided signed consent.
• Royalty Guarantee: Helius will issue a parent guarantee to replace Colossus' guarantee for an existing 2% royalty held by a third party.
• Liability Assessment Scope: Comprehensive legal due diligence screened ~1,500 court records (cut-off May 10, 2026). Aggregate reference value of identified liabilities: ~BRL 379,155,436 (~CAD$104M).
• Liability Breakdown: Tax Liabilities: ~BRL 146M (~CAD$40M); Civil Claim Liabilities: ~BRL 108M (~CAD$30M); Labour Liabilities: ~BRL 125M (~CAD$34M).
• Pre-Closing Settlement Progress: BRL 91,633,419 (~CAD$25M) identified as the "Available Base" for pre-closing negotiation. ~BRL 83.3M (~CAD$23M, 90.9% of the Available Base) has been addressed via legal prescriptions, signed LOIs, or procedural strategies.
• Executed LOIs & Discounts: Five binding LOIs executed (4 civil, 1 labour) covering BRL 69,402,146 (~CAD$19M) in original amounts, settled for BRL 16,770,000 (~CAD$4.6M), representing a ~76% discount. Settlement includes ~BRL 6.75M (~CAD$1.86M) via issuance of up to 309,487 Common Shares at a deemed price of CAD$6.00/share, with the balance payable in cash per schedule.
• Additional Share Issuance Potential: Ongoing LOI negotiations could result in the issuance of up to 45,850 additional Common Shares on the same CAD$6.00/share terms.
• Conditions Precedent for LOIs: Obligations are conditional upon (i) exercise of the Option, and (ii) issuance of a formal effectiveness notice confirming completion of post-acquisition regulatory formalities with the ANM and Pará State Secretariat of Environment and Sustainability.
• Tax Liability Strategy: Independent Tax Opinion anticipates reduction to ~BRL 51M (~CAD$14M) via prescription defences, federal/state tax settlement programs (up to 65% discount), and instalment plans. Expected to be substantially realized within one year post-closing.
• Labour & Environmental Proceedings: Judicial liens are registered over mining rights; a judge recently declined an appraisal request and ordered a payment proposal within 30 days. The Environmental Public Civil Action (~BRL 16.85M/~CAD$4.6M) is supported by an ANM technical pronouncement (Order No. 54682/SBP-ANM/ANM/2026) that may aid legal defences.
• Regulatory Status: Company continues to pursue TSX Venture Exchange approval for the Acquisition.