Helius Minerals Announces Conditional Approval for the Acquisition of the Serra Pelada Gold - PGM Project

Executive Summary

• Helius Minerals received conditional approval from the TSX Venture Exchange to acquire all issued and outstanding quotas of Colossus Minerals' Brazilian subsidiaries, which hold a 75% interest in the Serra Pelada Gold-PGM project in Pará, Brazil.
• The company is on track to exercise its option under the March 2025 Definitive Agreement and proceed to close the transaction, pending standard regulatory and liability resolution conditions.
• Concurrent with the option exercise, Helius plans to release $37.4 million in escrow funds from a February 2026 brokered private placement to facilitate the acquisition closing.

Key Details

• Transaction Structure: Acquisition of all issued and outstanding quotas of Colossus Mineração Ltda. and Mineração Fazenda Monte Belo Ltda., along with all intercorporate loans owed by the Target Companies to Colossus.
• Target Asset: 75% interest in Serra Pelada – Companhia de Desenvolvimento Mineral (SPCDM), holding all rights, title, and interests to the Serra Pelada Gold-PGM project in Pará State, Brazil.
• Regulatory Status: Received conditional approval from the TSX Venture Exchange (TSXV); the company will now exercise the option granted under the Definitive Agreement and move toward Transaction Closing.
• Financing & Escrow Release: Concurrent with the option exercise, Helius intends to release funds from escrow related to a brokered private placement of 12,481,850 subscription receipts priced at $3.00 per receipt, completed on February 5, 2026, for aggregate gross proceeds of $37,445,550.
• Closing Conditions & Workstreams: The company is advancing TSXV filings, ongoing liability resolution negotiations, and compliance with conditions established by Brazil’s Agência Nacional de Mineração (ANM) for the Serra Pelada Mining Concession.
• Liability & Risk Considerations: The transaction is subject to resolving outstanding liabilities associated with the project and target companies. Current liability assessments are based exclusively on publicly available court records and may not capture all material liabilities, contingent claims, latent obligations, or non-litigated contractual liabilities.