TriStar Closes First Tranche of $3.2 Million Non-Brokered Private Placement
TriStar Closes First Tranche of $3.2 Million
Non-Brokered Private Placement
Scottsdale, Arizona--(Newsfile Corp. - August 30, 2023) - TriStar Gold Inc. (TSXV: TSG) (OTCQX:
TSGZF) ("
TriStar
" or the "
Company
") is pleased to announce that it has closed the first tranche of its
non-brokered private placement previously announced on August 2, 2023 (the "
Offering
"). A total of
12,738,231 units of the Company were sold under the first tranche of the Offering, at a price of Cdn
$0.13 per unit for gross proceeds to the Company of Cdn $1,655,970. 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 is also pleased to announce it has increased the size of the Offering to a maximum of up
to 24,799,769 units, for aggregate gross proceeds to the Company of up to Cdn $3,223,970. The
Company paid no commission or finder's fees on 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 first tranche of the Offering are subject to a four-month hold
period expiring on December 31, 2023 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.
Nicholas Appleyard, Chief Executive Officer and a Director of the Company, and Jessica Van Den
Akker, a Director of the Company, participated in the Offering by subscribing for 769,231 units by Mr.
Appleyard and 77,000 units by Ms. Van Den Akker, which constitute related party transactions 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 owned by Mr. Appleyard or Ms. Van Den Akker as a result of their
participation in the Offering. 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. Appleyard 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 Capital Partners, L.P. ("
Auramet
") acquired 1,400,000 units at a price of Cdn $0.13 per unit
pursuant to the Offering, for a total subscription price of Cdn $182,000. As a result, Auramet acquired
1,400,000 shares and 700,000 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
")
with respect to its ownership of more than 10% of the issued and
outstanding shares of the Company on a partially-diluted basis.
Immediately prior to the first tranche of the Offering, Auramet beneficially owned, and had control and
direction over, 25,000,000 shares and warrants exercisable for 12,500,000 shares, representing
approximately 9.80% of the outstanding shares on an undiluted basis and 14.01% on a partially-diluted
basis, assuming the exercise of the warrants held by Auramet, based upon 255,128,672 shares
outstanding prior to the first tranche of the Offering.
Immediately after the first tranche of the Offering, Auramet beneficially owns, and has 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 upon completion of the first 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. Auramet intends to subscribe for an additional 12,061,538 units in the
second tranche of the Offering.
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
$950 million 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, final closing of the Offering and
the total amount 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 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/179093