Heliostar Metals to acquire Goldstrike project

Executive Summary

• Heliostar Metals Ltd. has entered into a binding agreement to acquire a 100% interest in the Goldstrike gold project in Utah from Liberty Gold Corp.
• The total consideration for the transaction is $72.5 million USD, structured as a mix of cash payments and Heliostar shares, with payments spread over a five-year period contingent on milestones and time.
• The transaction is subject to regulatory and exchange approvals, with an expected closing within 30 days of satisfaction of conditions.

Key Details

• Target Asset: 100% interest in the Goldstrike project, located in the Bull Valley Mountains, Washington County, Utah (approx. 50 km northwest of St. George).
• Property Composition: 5,173 hectares total, consisting of a central block of patented claims, surrounded by contiguous unpatented claims and land leased from the Utah School and Institutional Trust Lands Administration.
• Transaction Structure: Heliostar, via wholly owned subsidiary Helio Five Resources Ltd., will acquire Specialty American Metals Inc. (a BC subsidiary of Liberty Gold), which owns Pilot Goldstrike Inc. (a Nevada company holding the project).
• Total Consideration: $72.5 million USD, broken down as follows:
  • $10 million USD: Paid in cash plus 1,593,213 Heliostar shares on the closing date.
  • $10 million USD: Cash payment on the 12-month anniversary of the closing date.
  • $10 million USD: Cash payment on the 18-month anniversary of the closing date.
  • $15 million USD: Cash payment on the earlier of achieving certain infrastructure-related milestones or five years from the closing date.
  • $25 million USD: Cash payment on the earliest of completion of a feasibility study, a formal construction decision, or the five-year anniversary of the closing date.
• Closing Conditions: Subject to applicable regulatory and exchange approvals (including TSX Venture Exchange) and customary closing conditions.
• Expected Timeline: Expected to close within 30 days of satisfying conditions.
• Share Hold Period: All Heliostar shares issued in connection with the acquisition are subject to a four-month-and-one-day hold period from the closing date.

Notable Quotes

• None provided in the text.