Royal Gold becomes stakeholder in TriStar’s Castelo de Sonhos Gold Project
May 28, 2019 Trading Symbol: TSG - TSX.V
Royal Gold becomes stakeholder in TriStar’s Castelo de Sonhos Gold Project
(Scottsdale, AZ), TriStar Gold Inc. is pleased to announce it has entered into a letter agreement with Royal
Gold, Inc. (“Royal Gold”) for a total investment by Royal Gold or its affiliate of US$ 8.0 million. The letter
agreement is in two parts:
1. TriStar has sold to Royal Gold, for a cash payment of US$ 500,000, an option to purchase a 1.0%
NSR royalty on the Castelo de Sonhos (CDS) property for consideration to be determined by
reference to the proven and probable gold reserves at CDS if and when Royal Gold determines to
exercise the option. TriStar and Royal Gold have entered into a royalt y option agreement which
sets out the terms, including that TriStar will be obligated to use the consideration paid by Royal
Gold on exercise of the royalty option to repurchase 50% of an existing 2.0% NSR royalty on the
CDS property such that the total royalty on the property following such transactions is unchanged;
and
2. TriStar and Royal Gold will enter into exclusive negotiations in order to complete two subsequent
transactions for a total additional value of US$ 7.5 million:
a. TriStar will sell and grant to Royal Gold a newly created 1.5% NSR royalty on the CDS
property
b. TriStar will grant to Royal Gold 19,640,000 common share purchase warrants , each
entitling Royal Gold to purchase one common share of TriStar Gold Inc. at a price of C$
0.25 per common share for a period of five years from the closing date.
The total transaction proceeds will be used to advance the CDS gold project into a feasibility study, advance
permitting activities at CDS and for general corporate purposes.
The consummation of the Subsequent Transactions is subject to certain conditions including, but not limited
to, the receipt of all necessary regulatory approvals, including the acceptance of the TSX Venture Exchange.
“We are delighted to have Royal Gold as a stakeholder,” says Nick Appleyard, TriStar’s President and
CEO. “They are highly respected for their success in acquiring and managing a portfolio of royalties and
metal streams; their interest in a CDS royalty follows our rapid and cost-effective development of the CDS
project over the past two years. This transaction with Royal Gold is an important step that will assist the
de-risking of the project through a feasibility study and permitting activities that accelerate the path to
production.”
About TriStar:
TriStar Gold is an exploration and development company focused on precious metals properties in the
Americas that have potential to become significant producing mines. The Company’s current flagship
property is Castelo de Sonhos in Pará State, Brazil. The Company’s shares are listed on the TSX Venture
Exchange under the symbol TSG. Further information is available at www.tristargold.com.
For further information, please contact:
TriStar Gold Inc.
Nick Appleyard
President and CEO
480-794-1244
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 Securit ies
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, the scope and success of the planned exploration program
at the Castelo de Sonhos project and the Company's opinion that it has clear title to the Castelo de Sonhos property 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 resul ts,
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 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 developm ents
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 connec tion
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 min ing
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.