TriStar Gold Announces $6.0 Million Non-Brokered Private Placement Financing
May 25, 2018 Trading Symbol: TSG-TSX.V
TriStar Gold Announces $6.0 Million Non-Brokered Private Placement Financing
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION
IN THE UNITED STATES.
TriStar Gold Inc. (the “Company” or “TriStar”) is pleased to announce that it will undertake a non -
brokered private placement offering (the “Offering”) of units (the “Units”) of the Company. TriStar will
offer for sale up to 30 million Units pursuant to the Offering, priced at $0.20 per Unit, for aggregate gross
proceeds to the Company of up to $6.0 million.
Each Unit will be comprised of one common share (a “Common Share”) of the Company and one-half of
a common share purchase warrant (each full common share purchase warrant being a “Warrant”). Each
Warrant will entitle the holder thereof to acquire one additional Common Share at a n exercise price of
$0.35 for a period of 30 months following the closing date of the Offering (the “Closing Date”) . The net
proceeds from the Offering are intended to be used for advancing the Castelo de Sonhos project, working
capital and general corporate purposes.
Closing of the Offering is expe cted to occur on or about the week of June 11, 2018 and is subject to
receipt of all necessary regulatory approvals , including approval of the TSX Venture Exchange (the
“TSX-V”). The Offering will be completed pursuant to exemptions from prospectus requirements of
applicable securities laws, and a ll securities issued in connection with the Offering will be subject to a
four month hold period in accordance with applicable Canadian securities laws, commencing on the
Closing Date.
This news release doe s not constitute an offer of securities for sale in the United States. The securities
being offered have not been, nor will they be, registered under the United States Securities Act of 1933,
as amended, and such securities may not be offered or sold withi n the United States absent U.S.
registration or an applicable exemption from U.S. registration requirements.
The Company may pay finders’ fees in connection with the Offering in accordance with the rules and
policies of the TSX-V.
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-V 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 con stitute 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 Pri vate
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 thi s press release include, but are not restricted to, statements
regarding the completion of the Offering, the number of securities to be issued in the Offering, the anticipated gross procee ds of
the Offering, and the Company’s planned use of the 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 anticip ated 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 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 ec onomic 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 potentia l of the Company’s projects;
risks of accidents, equipment breakdowns and labour disputes or other unanticipated difficulties or interruptions; the possib ility
of cost overruns or unanticipated expenses in development programs; operating or technical diffi culties in connection with
exploration, mining or development activities; the speculative nature of gold exploration and development, including the risk s of
diminishing quantities of grades of reserves and resources; and the risks involved in the explorati on, 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 upda te
or revise any forward -looking statements whether as a result of new information, future events or otherwi se, except as required
by applicable securities laws.