TriStar Closes Final Tranche of $3.2 Million Non-Brokered Private Placement
TriStar Closes Final Tranche of $3.2 Million
Non-Brokered Private Placement
Scottsdale, Arizona--(Newsfile Corp. - September 5, 2023) - TriStar Gold Inc. (TSXV: TSG) (OTCQX:
TSGZF) ("
TriStar
" or the "
Company
") is pleased to announce that it has closed the final tranche of its
non-brokered private placement (the "
Offering
"), previously described in the Company's press releases
dated August 2, 2023 and August 30, 2023. A total of 12,061,538 units of the Company were sold under
the final tranche of the Offering, at a price of Cdn $0.13 per unit for gross proceeds to the Company of
Cdn $1,568,000. Each unit is comprised of one common share of the Company and one-half of one
transferable share purchase warrant. Each full warrant is exercisable for one common share of the
Company at an exercise price of Cdn $0.20 per share and a three-year term-to-maturity. The Company
previously completed the first tranche of the Offering for total gross proceeds of Cdn $1,665,970 on
August 30, 2023, bringing total gross proceeds to Cdn $3,233,970. The Company paid no commission
or finder's fees in connection with the Offering.
The Company intends to use the net proceeds of the Offering to advance the permitting of the
Company's 100% owned Castelo de Sonhos property and for general working capital purposes.
All securities issued in connection with the final tranche of the Offering are subject to a four-month hold
period expiring on January 6, 2024 in accordance with applicable securities laws and the policies of the
TSX Venture Exchange (the "
Exchange
"). The Offering is subject to the final approval of the Exchange.
Early Warning Disclosure
Auramet Capital Partners, L.P. ("
Auramet
") acquired 12,061,538 units at a price of Cdn $0.13 per unit
pursuant to the final tranche of the Offering, for a total subscription price of Cdn $1,568,000. As a result,
Auramet acquired 12,061,538 shares and 6,030,769 warrants. 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 shares of the
Company increased by more than 2% of the issued and outstanding shares on an undiluted and a
partially-diluted basis since the last early warning report filed by Auramet.
Immediately prior to the final tranche of the Offering, Auramet beneficially owned, and had control and
direction over, 26,400,000 shares and warrants exercisable for 13,200,000 shares, representing
approximately 9.86% of the outstanding shares on an undiluted basis and 14.09% on a partially-diluted
basis, assuming the exercise of the warrants held by Auramet, based upon 267,866,903 shares
outstanding prior to the final tranche of the Offering.
Immediately after the final tranche of the Offering, Auramet beneficially owns, and has control and
direction over, 38,461,538 shares and warrants exercisable for 19,230,769 shares, representing
approximately 13.74% of the outstanding shares on an undiluted basis and 19.28% on a partially-diluted
basis, assuming the exercise of the warrants held by Auramet, based upon 279,928,441 shares
outstanding upon completion of the final tranche of the Offering.
The units were acquired by Auramet for investment purposes only, and in the future, Auramet may
acquire additional securities of TriStar, 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/or 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 TriStar. To obtain a copy of the Report, please contact Scott
Brunsdon, Chief Financial Officer of TriStar, at TriStar's address at 7950 East Acoma Drive, Suite 209,
Scottsdale, Arizona 85260 or by telephone at 480-794-1244.
Neither 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.
About Auramet
Auramet Capital Partners, L.P. is an investment affiliate of Auramet International, Inc. ("
Auramet
International
"), one of the largest physical precious metals merchants in the world with over $20 billion
in annual revenues and which provides a full range of services to all participants in the precious metals
supply chain. Auramet International is a private company established in 2004 by seasoned industry
professionals who have assembled a global team of industry specialists with over 350 years combined
industry experience. Their business consists of three main activities: physical metals trading, metals
merchant banking (including direct lending) and project finance advisory services. The company has built
a consistently successful and prominent franchise in the metals space on the back of an experienced
management team that has proven to be innovative and capable of delivering the highest quality service
to participants in the sector. In fiscal year 2022 it purchased over 5 million ounces of gold, 78 million
ounces of silver and 3.9 million ounces of PGMs, and has provided term financing facilities in excess of
$1 billion to date. Auramet is looking to grow its capital investment business in equity, royalties and
streams in the precious metals and battery-related metals mining space. Auramet International is proud
to have been awarded a Gold Medal for its ESG commitment by EcoVadis, the most trusted provider of
ESG ratings with a network of more than 90,000 rated companies.
For more information on Auramet, please visit
www.auramet.com
.
About TriStar
TriStar 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 OTCQX under the symbol
TSGZF
. Further information is
available at
www.tristargold.com
.
On behalf of the board of directors of the Company:
Nick Appleyard
President and CEO
For further information, please contact:
TriStar Gold Inc.
Nick Appleyard
President and CEO
480-794-1244
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 use of proceeds of the Offering and future intentions with respect
to the acquisition and disposition of securities held by Auramet and business plans of Auramet. 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 including obtaining the final approval of the Exchange to
the Offering, 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.
To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/179399