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TSG.V ·

TriStar Announces a $1.5 Million Non- Brokered Private Placement and a Change in Officers

Financings Management Changes

TriStar Announces a $1.5 Million Non-

Brokered Private Placement and a Change in

Officers

Scottsdale, Arizona--(Newsfile Corp. - January 13, 2025) - TriStar Gold Inc. (TSXV: TSG) (OTCQB:

TSGZF) ("TriStar" or the "Company") is pleased to announce the commencement of a non-brokered

private placement

at a price of C$0.13 per common share

for

gross proceeds to the Company of up to

C$1.5 million (the "Offering").

The Company intends to use the net proceeds of the Offering for general

working capital purposes and to further advance its Castelo de Sonhos gold project. If fully subscribed,

the Company anticipates it will issue up to 11,538,461 common shares.

The Offering is scheduled to close on or around January 27, 2025 and is subject to certain conditions

including, but not limited to, receipt of all regulatory approvals, including the approval of the TSX Venture

Exchange. The common shares to be issued in the Offering will be subject to a four-month hold period in

accordance with applicable securities laws.

Change in Officers

Tristar also announces that Mr. Brian Irwin, the Company's Corporate Secretary retired effective January

1, 2025. Mr. Scott Brunsdon, currently the Chief Financial Officer of the Company will assume the added

duties of Corporate Secretary. Mr. Brunsdon has been CFO of TriStar since 2016 and has previously

acted as the corporate secretary of other companies. In accordance with Mr. Irwin's employment

agreement, he will receive a total of 769,230 common shares of the Company, as a termination

payment, subject to the approval of the TSX Venture Exchange. The common shares to be issued to Mr.

Irwin were valued at the closing price of Tristar's common shares on December 31, 2024 (or C$0.13 per

share) and will be subject to a four-months hold period in accordance with applicable securities laws.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there

be any sale of securities in the United States or in any other jurisdiction in which such offer, solicitation or

sale would be unlawful. The securities have not been registered under

United States Securities Act of

1933

as amended, and may not be offered or sold in the United States absent registration or an

applicable exemption from the registration requirements thereunder.

About TriStar

TriStar Gold is an exploration and development company focused on precious metals properties in the

Americas that have the potential to become significant producing mines. The Company's current flagship

property is Castelo de Sonhos in Pará State, Brazil. The Company's shares trade on the TSX Venture

Exchange under the symbol TSG and on the OTCQB under the symbol TSGZF. Further information is

available at

www.tristargold.com

.

On behalf of the board of directors of the Company:

Jessica Van Den Akker, Acting CEO and director

For further information, please contact:

TriStar Gold Inc.

Scott Brunsdon,

CFO

480-794-1244

[email protected]

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. No stock exchange, securities commission or other regulatory authority has approved or

disapproved the information contained herein.

Forward-Looking Statements

Certain statements contained in this press release may constitute forward-looking statements under

Canadian securities legislation which are not historical facts and are made pursuant to the "safe

harbour" provisions under the United States Private Securities Litigation Reform Act of 1995.

Generally, forward-looking information can be identified by the use of forward-looking terminology

such as "expects" or "it is expected", or variations of such words and phrases or statements that

certain actions, events or results "will" occur. Forward looking statements in this press release include

all statements regarding the planned completion of the Offering and the planned use of proceeds of

the Offering.. Such forward-looking statements are based upon the Company's reasonable

expectations and business plan at the date hereof, which are subject to change depending on

economic, political and competitive circumstances and contingencies. Readers are cautioned that

such forward-looking statements involve known and unknown risks, uncertainties and other factors that

may cause a change in such assumptions and the actual outcomes and estimates to be materially

different from those estimated or anticipated future results, achievements or position expressed or

implied by those forward-looking statements. Risks, uncertainties and other factors that could cause

the Company's plans to change include risks related to regulatory approval and permit challenges,

changes in demand for and price of gold and other commodities (such as fuel and electricity) and

currencies; changes or disruptions in the securities markets; legislative, political or economic

developments in Brazil; the need to obtain permits and comply with laws and regulations and other

regulatory requirements; the possibility that actual results of work may differ from

projections/expectations or may not realize the perceived potential of the Company's projects; risks of

accidents, equipment breakdowns and labour disputes or other unanticipated difficulties or

interruptions; the possibility of cost overruns or unanticipated expenses in development programs;

operating or technical difficulties in connection with exploration, mining or development activities; the

speculative nature of gold exploration and development, including the risks of diminishing quantities

of grades of reserves and resources; and the risks involved in the exploration, development and

mining business. Although management of the Company has attempted to identify important factors

that could cause actual results to differ materially from those contained in forward-looking statements

or forward-looking information, there may be other factors that cause results not to be as anticipated,

estimated or intended. The Company disclaims any intention or obligation to update or revise any

forward-looking statements whether as a result of new information, future events or otherwise, except

as required by applicable securities laws.

NOT FOR DISTRIBUTION IN THE UNITED STATES or THROUGH US NEWSWIRE SERVICES

To view the source version of this press release, please visit

https://www.newsfilecorp.com/release/236798