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or Name
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Helio Resource Corp
Symbol HRC
Shares Issued 197,078,959
Close 2014-07-28 C$ 0.05
Market Cap C$ 9,853,948
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ORIGINAL: Helio investor CE Mining increases holdings to 27.51%

2014-07-28 18:10 ET - News Release

Received by email:

File: EarlyWarningNR_July28_FINAL.pdf

CE Mining Limited ("CE Mining")
Anson Court,
La Route des Camps,
St. Martin, Guernsey, GYI

                                            NEWS RELEASE

July 28, 2014

NEWS ANNOUNCEMENT                                                 FOR IMMEDIATE RELEASE

                         Insider Shareholdings � Helio Resource Corp. (the "Company")


In accordance with the requirements of section 5.2 of MI 62-104 and section 3.1 of NI 62-103, CE Mining Limited
announces that it has now completed the second tranche of the Company's nonbrokered private placement (the
"Financing") which raised, in two tranches, a total of $4,005,000 for the Company, comprised of 80,100,000 units
(the "Units") at a price of $0.05 per Unit. The first tranche of the Financing closed June 13, 2014 for proceeds of
$2,955,000 (59,100,000 Units). In the first tranche of the Financing, CE Mining subscribed for 19,000,000 Units
for proceeds of $950,000. In the second tranche of the Financing, CE Mining acquired an additional 21,000,000
Units of the Company for proceeds of $1,050,000. CE Mining was the only placee in the second tranche, and, as it
became a "Control Person" under applicable securities legislation on closing, under the policies of the TSX Venture
Exchange, the Company was required to first seek disinterested shareholder approval of an ordinary resolution
supporting CE Mining's proposed investment. Such approval was received July 25, 2014 at a Special General
Meeting of the shareholders of the Company (the "SGM"). CE Mining, as an interested party, was not allowed to
vote on that resolution.

Each Unit of the Financing consisted of one common share (a "Common Share") and one half of one (1/2)
common share purchase warrant. Each whole warrant will entitle the holder thereof to acquire one Common Share
for a period of two years from closing, at a price of $0.10 per share.

CE Mining owned, prior to completion of the second tranche of the Financing, 39,000,000 shares or 19.79% of the
issued and outstanding common shares of the Company on a non-diluted basis. CE Mining now owns 60,000,000
shares. It also owns a total of 40,000,000 warrants, comprised of 20,000,000 warrants exercisable at a price of
C$0.14 per share with an expiry of May 8, 2015, 9,500,000 warrants exercisable at a price of C$0.10 per share with
an expiry of June 13, 2016 and 10,500,000 warrants exercisable at a price of C$0.10 per share with an expiry of
July 25, 2016.

CE Mining now owns 60,000,000 shares or 27.51% of the issued and outstanding common shares of the Company
on a non-diluted basis. Upon the exercise of all of its warrants, CE Mining would own, on a partially diluted basis,
38.75% of the issued and outstanding common shares of the Company. CE Mining was, prior to completion of the
second tranche of the Financing, an insider of the Company, and therefore, through this investment, has completed
another "related party" transaction (as defined by Multilateral Instrument 61-101) with the Company. The
Company's related material change report under MI 61-101 will be filed less than 21 days before the date of the
closing of the second tranche of the financing, as several material matters were uncertain and not ascertainable until
at, or close to, the closing of the second tranche of the Financing.

The proceeds from the Financing will be used for the advancement of the Company's SMP Gold Project in the Lupa
Goldfields of South West Tanzania, and for general corporate working capital purposes. The shares owned and
acquired by CE Mining were all acquired privately by way of private placements with the Company and not on any
stock exchange or other marketplace. The acquisition of the Units by CE Mining was undertaken for investment
purposes. CE Mining will evaluate its ownership position in Helio from time to time, and depending on a number of
circumstances (including, but not limited to, performance of the common shares of Helio in the market), CE Mining
 may from time to time purchase or sell, directly or indirectly, additional common shares to increase or decrease its
ownership position in Helio (within all required securities laws and regulations).

CE Mining is a company jointly owned and managed by Plinian Capital LLP ("Plinian") and Generation Asset
Management, and it invests in promising exploration and development mineral resource projects. Plinian is an
investor in, and a leading operational manager of, mineral development, production, and turnaround opportunities
with extensive operational expertise in gold, silver, copper, nickel, platinum group metals and iron ore in the
Americas, Australia and Africa. Generation Asset Management (UK) Limited is an asset management, private
equity and corporate finance company. Also see the related news release of CE Mining dated June 13, 2014, and
the news releases of Helio Resource Corp. dated May 28, 2014, June 13, 2014 and July 28, 2014.


                                                        CE Mining Limited

                                                        Per: "Mark VanDyke Sander"
                                                            Authorized Signatory
                                                          Name Mark VanDyke Sander
                                                          Position Director



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