Tristar Gold Closes Brokered Private Placement
Tristar Gold Closes Brokered Private
Placement
Scottsdale, Arizona--(Newsfile Corp. - May 29, 2025) -
TriStar Gold Inc.
(TSXV: TSG) (OTCQB:
TSGZF)
(the "
Company
" or "
TriStar
") is pleased to announce it has closed its previously announced
brokered private placement (the "
Offering
") of units ("
Units
") for gross proceeds of C$10,086,768. The
Offering was led by Paradigm Capital Inc. and included Cormark Securities Inc. (collectively, the
"
Agents
"), acting as agents on a commercially reasonable efforts basis.
Pursuant to the Offering, the Company issued a total of 63,042,300 Units at a price of C$0.16 per Unit,
including the partial exercise of the Agents' over-allotment option.
Each Unit is comprised of one
common share in the capital of the Company (a "
Unit Share
") and one-half of one common share
purchase warrant of the Company (each whole warrant, a "
Warrant
"). Each Warrant is exercisable to
acquire one additional common share in the capital of the Company (a "
Warrant Share
") until May 29,
2027 (the "
Expiry Date
") at an exercise price of C$0.25 per Warrant Share.
In connection with the Offering, the Agents received a cash fee of C$572,206.08 and non-transferable
compensation options of the Company exercisable for a total of 3,576,288 common shares of the
Company at an exercise price of C$0.16 per share until the Expiry Date. All securities issued in
connection with the Offering are subject to a four-month hold period expiring on September 30, 2025 in
accordance with applicable securities laws and the policies of the TSX Venture Exchange (the
"
Exchange
").
The Company intends to use the net proceeds from the offering to fund the Company's work program to
advance the Castelo de Sonhos gold project and for general working capital purposes.
Nicholas Appleyard, President and Chief Executive Officer of the Company, and an over 10%
shareholder Auramet Capital Partners, L.P. ("
Auramet
") participated in the Offering by subscribing for
1,562,500 Units and 1,875,000 Units, respectively. The participation of these insiders constitute related
party transactions pursuant to Multilateral Instrument 61-101 - P
rotection 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 owned by Mr. Appleyard as a result of his participation in
the Offering. 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
for the Offering, with Mr. Appleyard declaring and abstaining from voting on the resolutions approving the
Offering with respect to his 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
Mr. Eric Sprott ("
Sprott
"), through 2176423 Ontario Ltd., a corporation which is beneficially owned by
him, acquired 31,250,000 Units pursuant to the Private Placement, at C$0.16 per Unit for total
consideration of C$5,000,000. Sprott is providing the following disclosure pursuant to National
Instrument 62-104 -
Take-Over Bids And Issuer Bids
("
NI 62-104
") and National Instrument 62-103 -
The Early Warning System and Related Take-Over Bid and Insider Reporting Issues
("
NI 62-103
"), as
the number of Common Shares owned or controlled, directly or indirectly by Sprott after the completion
of the Offering exceeds 10% of the then issued and outstanding common shares of the Company on a
partially diluted basis.
Prior to the acquisition of Units in the Offering, Sprott did not own any securities of the Company.
Following the acquisition of 31,250,000 Units in the Offering, Sprott holds approximately 8.9% of the
outstanding Common Shares on an undiluted basis and 12.7% of the outstanding Common Shares on a
partially diluted basis (assuming exercise of all 2176423 Ontario Ltd.'s Warrants), based on
352,059,748 Common Shares outstanding.
The Units were acquired by Sprott in the Offering for investment purposes. Sprott has a long-term view of
the investment and may acquire additional securities of the Company including on the open market or
through private acquisitions or sell securities of the Company including on the open market or through
private dispositions in the future depending on market conditions, reformulation of plans and/or other
relevant factors.
A copy of the early warning report with respect to the foregoing will appear on TriStar Gold's profile on
SEDAR+ at
www.sedarplus.ca
and may also be obtained by calling Mr. Sprott's office at (416) 945-
3294 (2176423 Ontario Ltd., 7 King Street East, Suite 1106, Toronto Ontario M5C 3C5).
Auramet acquired 1,875,000 Units pursuant to the Offering for a total subscription price of C$300,000.
Auramet is providing the following disclosure pursuant to 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
an undiluted and a partially-diluted basis since the last early warning report filed by Auramet.
Prior to the acquisition of Units in the Offering, Auramet beneficially owned, and had control and direction
over, 40,128,205 Common Shares and warrants exercisable to acquire 6,730,769 Common Shares,
representing approximately 13.88% of the outstanding Common Shares on an undiluted basis and
15.84% on a partially-diluted basis, assuming the exercise of the warrants held by Auramet, and based
upon 289,017,448 Common Shares outstanding.
Following the acquisition of 1,875,000 Units in the Offering, Auramet beneficially owns, and has control
and direction over, 42,003,205 Common Shares and warrants exercisable to acquire 7,668,269
Common Shares, representing approximately 11.93% of the outstanding Common Shares on an
undiluted basis and 13.81% on a partially-diluted basis, assuming the exercise of the warrants held by
Auramet, and based upon 352,059,748 Common Shares outstanding.
The Units 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 "
Auramet 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 copies of the Sprott Report
or the Auramet 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 news release does not constitute an offer of securities for sale in the United States. The securities
issued in connection with the private placement 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 within
the United States absent U.S. registration or an applicable exemption from U.S. registration
requirements.
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 are listed 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:
Nick Appleyard
President and CEO
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 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
statements about the use of the proceeds from 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 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.
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES
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