TriStar Gold Working with GoldSpot Discoveries at CDS and Announces Brokered Private Placement
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES
November 25, 2019 Trading Symbol: TSXV: TSG
OTCQB: TSGZF
TriStar Gold Working with GoldSpot Discoveries at CDS and Announces Brokered Private
Placement
TriStar Gold Inc. (the Company or TriStar) is pleased to announce it has entered into a letter agreement
with GoldSpot Discoveries Corp. to use their data -driven science, artificial intelligence and machine
learning capabilities to advance TriStar’s Castelo de Sonhos gold project. Under the work program, which
will have two major components, GoldSpot will:
1. Contribute information to TriStar’s planned pre-feasibility study; and
2. Delineate upside targets for exploration outside of the current resource base at Castelo de Sonhos.
Mr. Nick Appleyard, President and CEO stated “We are very excited to start this program with GoldSpot.
Their application of new technology should both accelerate and streamline our exploration programs. They
will contribute significantly to the planned prefeasibility study, but it is the unlocking of the potential value
in the mostly unexplored parts of the CDS plateau and surroundings that is the real core of the work.”
In addition, TriStar has entered into an agreement with Canaccord Genuity Corp. regarding a brokered
private placement offering of units of TriStar. Up to 10,000,000 units will be offered on a commercially -
reasonable efforts basis pursuant to exemptions from prospectus requirements of applicable securities laws
at a price of $0.20 per unit, for aggregate gross proceeds to the Company of up to $2,000,000, subject to
the agent’s option to increase the size of the offering as set out below.
Each unit will be comprised of one common share of TriStar and one-half of a common share purchase
warrant. Each full warrant shall entitle the holder the reof to acquire one additional common s hare at a n
exercise price per common share of $0. 30 for a period of 24 months following the closing date of the
offering.
Canaccord has also been granted an option to increase the size of the offering by up to an additional
2,000,000 units, exercisable in whole or in part at any time up to 48 hours prior to the closing date, for
additional aggregate gross proceeds to the Com pany of up to $ 400,000. In the event the agent’s option is
exercised in full, the aggregate gross proceeds to the Company will be up to $2,400,000.
The Company intends to use the net proceeds from the offering to conduct exploration on the Castelo de
Sonhos gold project, to conduct its work program with GoldSpot, and for general working corporate
purposes.
Closing of the offering is expected to occur on or about the week of December 12th, 2019 and is subject to
receipt of all necessary regulatory approvals, including approval of the TSXV. All securities issued in
connection with the o ffering will be subject to a four month hold period in accordance with applicable
Canadian securities laws, commencing on the closing date of the offering.
This news release does 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 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 preci ous 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 Ventur e
Exchange under the s ymbol 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 Priv ate 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 regarding the planned work program with
GoldSpot Discoveries, the completion and anticipated closing of the offering, the planned use of proceeds of the offering, and
regulatory approval to 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 diff erent 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 regulat ions and
other regulatory requirements; the possibility that actual results of work may differ from projections/expectations or may no t
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 progra ms;
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.