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

Helius Minerals Limited has achieved a significant regulatory milestone with conditional approval from the TSX Venture Exchange for its acquisition of Brazilian subsidiaries holding the Serra Pelada Gold-PGM project in Pará State, Brazil. The transaction involves acquiring all issued quotas of Colossus Mineração Ltda. and Mineração Fazenda Monte Belo Ltda. from Colossus Minerals Inc., along with intercorporate loans. The target companies hold a 75% interest in Serra Pelada – Companhia de Desenvolvimento Mineral, which owns the complete mining rights and assets for the Serra Pelada project.

The acquisition is supported by a substantial $37.4 million private placement completed in February 2026, involving 12.48 million subscription receipts at $3.00 per receipt. These funds remain in escrow pending satisfaction of closing conditions, including the formal option exercise under the definitive agreement originally signed in March 2025. The company is now positioned to proceed with exercising its option and moving toward transaction closure.

This acquisition represents a strategic expansion for Helius into South American precious metals and platinum group metals mining. The Serra Pelada project is historically significant as one of Brazil's most notable gold deposits, though the transaction carries substantial regulatory and operational complexities typical of Brazilian mining ventures. Helius continues working through remaining conditions including TSXV filings, liability resolution negotiations, and compliance requirements with Brazil's national mining agency.

The successful completion of this acquisition would establish Helius as a significant player in the Brazilian precious metals sector, particularly given the historical importance and scale of the Serra Pelada deposit. However, the company faces considerable risks related to Brazilian legal complexities, outstanding liabilities, and the inherent challenges of operating in the Brazilian mining jurisdiction. The transaction timeline and ultimate success will depend on satisfying remaining regulatory requirements and resolving legacy issues associated with the project.