TriStar Announces First Tranche of $1.5 Million Non-Brokered Private Placement
TriStar Announces First Tranche of $1.5
Million Non-Brokered Private Placement
Scottsdale, Arizona--(Newsfile Corp. - February 6, 2025) - TriStar Gold Inc. (TSXV:TSG) (OTCQB:
TSGZF) ("TriStar" or the "Company") is pleased to announce that it has closed the first tranche of its
non-brokered private placement of up to 11,538,461 common shares announced on January 13, 2025
(the "Offering"). A total of 7,019,777 common shares of the Company were sold under the first tranche of
the Offering, at a price of C$0.13 per common share for gross proceeds to the Company of C$912,571.
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.
All securities issued in connection with the first tranche of the Offering are subject to a four month hold
period expiring on June 7, 2025 in accordance with applicable securities laws and the policies of the
TSX Venture Exchange. The Offering is subject to final approval of the TSX Venture Exchange.
Two directors of the Company, Rod McKeen and Jessica Van Den Akker, and the over 10%
shareholder Auramet Capital Partners, L.P. ("Auramet") participated in the first tranche of the Offering
acquiring 384,000 common shares by Mr. McKeen, 154,000 common shares by Ms. Van Den Akker
and 1,666,667 common shares by Auramet. The participation of these insiders constitutes a related
party transaction pursuant to Multilateral Instrument 61-101
- Protection of Minority Security Holders in
Special Transactions
("MI 61-101")
.
There has not been a material change in the percentage of the
outstanding securities of the Company that are individually owed by Mr. McKeen or Ms. Van Den Akker.
The change in the percentage of outstanding securities of the Company held by Auramet is described
below. The Company is exempt from the requirements to obtain a formal valuation and minority
shareholder approval in connection with the participation of the insiders in the Offering in reliance of the
exemptions contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, as the fair market
value of the insider participation does not exceed 25% of the Company's market capitalization as
determined in accordance with MI 61-101. The Company obtained approval by the board of directors of
the Company to the Offering, with Mr. McKeen and Ms. Van Den Akker declaring and abstaining from
voting on the resolutions approving the Offering with respect to each of their participation in the Offering.
No materially contrary view or abstention was expressed or made by any director of the Company in
relation thereto.
Early Warning Disclosure
Auramet acquired 1,666,667 common shares pursuant to the Offering for a total subscription price of
C$216,667. Additionally, Auramet reports that 12,500,000 common shares purchase warrants of the
Company previously held by Auramet, with an exercise price of $0.30 per common share, expired on
April 14, 2024. Auramet is providing the following disclosure pursuant to National Instrument 62-103 -
The Early Warning System and Related Take-Over Bid and Insider Reporting Issues
("NI 62-103") as
Auramet's ownership over the common shares of the Company decreased by more than 2% of the
issued and outstanding shares on a partially-diluted basis since the last early warning report filed by
Auramet.
Prior to the expiration of the warrants and the acquisition of shares in the Offering, Auramet beneficially
owned, and had control and direction over, 38,461,538 common shares and warrants exercisable for
19,230,769 shares, representing approximately 13.74% of the outstanding common shares on an
undiluted basis and 19.28% on a partially-diluted basis, assuming the exercise of the warrants held by
Auramet, and based upon 279,928,441 shares outstanding.
After the expiration of the warrants and the acquisition of shares in the Offering, Auramet beneficially
owns, and has control and direction over, 40,128,205 common shares and warrants exercisable for
6,730,769 shares, representing approximately 13.95% of the outstanding common shares on an
undiluted basis and 15.91% on a partially-diluted basis, assuming the exercise of the warrants held by
Auramet, and based upon 287,717,448 shares outstanding.
The common shares were acquired by Auramet in the Offering for investment purposes only, and in the
future, Auramet may acquire additional securities of the Company, dispose of some or all of the existing
securities it holds or will hold, or may continue to hold its current position, depending on market
conditions, reformulation of plans and other relevant factors.
An early warning report (the "Report") will be filed by Auramet pursuant to NI 62-103 on SEDAR+ at
www.sedarplus.ca under the profile of the Company. To obtain a copy of the Report, please contact
Scott Brunsdon, Chief Financial Officer and Corporate Secretary of the Company, at the Company's
head address at 7950 East Acoma Drive, Suite 209, Scottsdale, Arizona 85260 or by telephone at
480.794.1244.
Auramet is a limited partnership organized in the State of Delaware and is an investment affiliate of
Auramet International, Inc., which conducts physical metals trading, metals merchant banking and project
finance advisory. Auramet's office is located at 300 Frank W. Burr Blvd., 5th Floor/Suite 24, Teaneck,
New Jersey 07666.
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 the 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 the
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
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.
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