Heliostar Metals Ltd. (TSXV:HSTR) entered into a binding agreement to acquire Mexican Business Unit of Florida Canyon Gold Inc. (TSXV:FCGV) for $5 million on July 17, 2024. At closing, Heliostar will pay cash consideration of $5 million to the Corporation. In addition, the Corporation is entitled to cash generated by the Mexican Business Unit prior to July 11, 2024 and cash of $5 million generated from operating cash flow after July 16, 2024, subject to a minimum of $2 million of net working capital being left in the Mexican Business Unit on closing.

The Transaction represents an important step in positioning the Corporation to explore alternatives to maximize shareholder value in connection with its Florida Canyon mine, which will be the primary asset of the Corporation after the sale of the Mexican Business Unit is completed. As part of the Transaction, FCGI and Heliostar will enter into an agreement eliminating the outstanding contingent payments payable by Heliostar to FCGI pursuant to the agreement under which Heliostar previously acquired the Ana Paula project, as well as the conditional option payments on the San Antonio project. Post-closing, Heliostar will assume all responsibilities for the Mexican Business Unit, including reclamation.

The transaction is subject to certain closing conditions, including applicable regulatory approvals, the Mexican Business Unit having net working capital of at least $2 million, as well as other customary closing conditions for a transaction of this nature. The Transaction is expected to close in the third quarter of 2024. Scotia Capital Inc. acted as financial advisor to Florida Canyon Gold Inc. Bennett Jones Services Limited Partnership acted as legal advisor to Florida Canyon Gold Inc. HBH Strategic Advisor acted as counsel to the Board of Directors of Florida Canyon Gold Inc.