Helio Receives TSX Venture Exchange Approval for the Acquisition of Two Projects in Peru, a $900,000 Private Placement, Share…

Helio Resource Corp. (“Helio” or the
“Company”; TSX-V: HRC) is pleased to announce that
it has received TSX Venture Exchange (“TSXV”) approval in respect
of the following:

Acquisition of the Gaban Gold project and the Tinka Iron Oxide
Copper Gold project, both located in Peru, from Palamina Corp.
(TSX-V: PA) (the “Transaction”).
A $900,000 non-brokered private placement financing to cover
initial working capital and the first phase of exploration on the
Gaban Gold Project.
Settlement of $90,000 in debt through the issuance of 1,500,000
common shares.

Private Placement Terms

The $900,000 non-brokered private placement
financing was fully subscribed, and comprises
15,000,000 Units priced at 6c per Unit, whereby
each Unit is comprised of one (1) common share of
the Company and one half (1/2)
warrant, whereby one full warrant entitles the holder to purchase
one common share of the Company for 10c per common
share at any time within 12 months of
closing the financing. Shares issued in connection with the closing
of the financing will be subject to a 4 month plus one day hold
period. Part of the proceeds will be used to pay off existing
liabilities of the Company. This private placement and the shares
for debt described below are, in part, related party transactions
and are both exempt from the valuation and shareholder exemption
requirements of Multilateral Instrument 61-101 pursuant to, in
addition to other sections, ss. 5.5(a) and 5.7(1)(a) respectively
of that Instrument. The related material change report will not be
filed more than 21 days prior to Closing of the placement and debt
settlement due to the uncertainty of knowing, in advance, when and
if final TSXV approval would be obtained.

Project Acquisition Terms

In return for the acquisition of the Gaban Gold
Project and the Tinka IOCG project, Helio will issue to Palamina a
total of 10 million common shares of the Company
as follows:

5 Million shares immediately upon receipt of
TSXV approval for the Transaction; and
The balance of 5 million shares is to be
issued within 24 months of TSXV approval of the Transaction, either
through disinterested shareholder approval for such issuance or via
the issuance of no greater than 19.9% of any future share issuance
made by the Company.

Palamina will retain a 2% Net Smelter Return
(NSR) royalty on each property. Helio will have the right to
purchase 50% of each royalty by making a cash payment of $1,000,000
to Palamina at any time prior to the commencement of commercial
production. All shares issued will be subject to a 4 month plus one
day hold period from the date of issuance.

Helio will make an Advance Royalty Payment
(“ARP”) of $25,000 to Palamina on the first and second
anniversaries of closing the Transaction. The ARP will double every
two years until such time that Helio has either completed a total
of 5,000m of drilling or has abandoned the properties.

Upon closing of the Transaction, Palamina held
the right to nominate one Director to the Board of Helio and can
nominate a second Director to stand for election at Helio’s next
annual general meeting.

New Director

In conjunction with the Transaction, Palamina
has nominated Mr. Alistair Waddell to Helio’s Board of Directors.
Mr. Waddell is a geologist with over 25 years of diverse resource
industry experience, including senior roles with both junior and
senior mining companies providing a broad knowledge of the
industry. He was a founder and former President and CEO of TSX-V
listed GoldQuest Mining Corp. principally focused on exploration in
the Dominican Republic. More recently, he was Vice President –
Greenfields Exploration for Kinross Gold Corp. responsible for
global greenfields exploration, which included working across Latin
America, including Peru, where he lived and worked for over three
years. The Company welcomes Mr. Waddell to its Board of Directors
and looks forward to working with him in the advancement of the
Company’s projects.

The Gaban Gold Project

The Gaban Gold Project covers an area of 18,700
hectares and surrounds the town of San Gaban in the Puno orogenic
gold belt. San Gaban, sitting at an elevation of 550m above sea
level, is served by excellent infrastructure and is a 4 hour drive
via the Trans-oceanic highway to the Puerto Maldonado airport. A
nearby 206MW hydro-electric dam provides power to the town.

Palamina staked Gaban to locate the bedrock
source of alluvial gold being exploited along the Yanamayo river,
which lies wholly within the Gaban project area. At least 10 sets
of alluvial mineworkings are known to exist within the project
area.

Palamina conducted a stream sediment sampling
programme over the Gaban property, collecting a total of 75
samples. Twenty one samples returned assays above detection (5
ppb). Of the 21 samples containing detectable gold, eleven
originate from a 5km-long section of the Yanamayo River catchment
basin, with assays ranging from 5ppb to 4,891ppb Au (median value
of 117ppb Au). In 2018 Palamina completed a heli-borne magnetic /
radiometric survey over the property to identify the possible
structural controls for bedrock hosted gold mineralisation. See
Palamina’s news release of October 29, 2018 on their website at
www.palamina.com/news. Palamina has spent approximately US$500,000
to date on the project. The Gaban Gold Project is the subject of an
NI 43-101 compliant technical report titled “NI 43-101 Technical
Report Gaban Property Puno, Peru” with the effective date of August
27, 2019. The Report was prepared for the Company by Mr. David
Seers, AusIMM CP(Geo), and is available on SEDAR.

The Tinka IOCG Project

The Tinka IOCG Project is an early stage
exploration target that covers an area of 1,800 hectares. It is
located 45 km southeast of the town of Ica (population 280,000) at
an elevation of 2,000m, and is 300km southeast of Lima along the
Pan-American highway.

Shares for Debt Settlement

The Company has reached agreement with certain
creditors including insiders to settle a total of $90,000 in debts
by way of issuance of 1,500,000 common shares of the Company at a
deemed price of 6c per share. Of that total amount, Insiders were
issued a total of 600,000 shares to settle $36,000 of debt and also
agreed to write off an additional $43,000 in debts owed to
them.

Mr. Richard Williams, M.Sc. (MinEx), P.Geo, is a
Qualified Person as defined by National Instrument 43-101 and has
supervised the preparation, compilation and review of the
geological and technical contents of this press release.

Enquiries:

Helio Resource Corp.

Richard
Williams (CEO)
+1 604 210
8753

Neither the TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for
the adequacy or accuracy of this release.

Statements Regarding Forward-Looking
Information

Certain statements contained in this news
release may contain forward-looking information within the meaning
of Canadian securities laws. Such forward-looking information is
identified by words such as “anticipated”, “estimates”, “intends”,
“expected”, “believes”, “may”, “will”, “wants to” and include,
without limitation, statements regarding the Government of
Tanzania’s future actions or their undisclosed past actions, the
Company’s Retention Licences, plan of business operations
(including plans for progressing assets), estimates regarding
mineral resources, projections regarding mineralization and
projected expenditures. There can be no assurance that such
statements will prove to be accurate; actual results and future
events could differ materially from such statements. Factors that
could cause actual results to differ materially include, among
others, actions of the Government of Tanzania, or other
governments, metal prices, risks inherent in the mining industry,
financing risks, labour risks, uncertainty of mineral resource
estimates, equipment and supply risks, title disputes, regulatory
risks and environmental concerns. Most of these factors are outside
the control of the Company. Investors are cautioned not to put
undue reliance on forward-looking information. Except as otherwise
required by applicable securities statutes or regulation, the
Company expressly disclaims any intent or obligation to update
publicly forward-looking information, whether as a result of new
information, future events or otherwise.