TriStar Gold Announces an up to $10 Million Best Efforts Private Placement Financing

Rhea-AI Summary

TriStar Gold (TSXV: TSG) has announced a best efforts private placement financing to raise up to $10 million through the issuance of up to 62.5 million units at $0.16 per unit. Each unit consists of one common share and half a warrant, with each whole warrant exercisable at $0.25 for 24 months. The Agents, led by Paradigm Capital, will receive a 6% cash commission and compensation options to acquire 6% of issued units at $0.16 per share.

The Agents have been granted an option to sell an additional 9.375 million units for up to $1.5 million. The offering is expected to close around May 29th, 2025, subject to regulatory approvals. Proceeds will be used for exploration, development, and working capital purposes.

Positive

• None.

Negative

• Significant dilution for existing shareholders with up to 62.5 million new units being issued
• 6% cash commission and compensation options will reduce net proceeds
• Four-month hold period may limit short-term trading liquidity

News Market Reaction

-5.66%

1 alert

-5.66% News Effect

On the day this news was published, TSGZF declined 5.66%, reflecting a notable negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Toronto, Ontario--(Newsfile Corp. - May 8, 2025) - TriStar Gold Inc. (TSXV: TSG) ("TriStar" or the "Company") is pleased to announce that it has entered into a letter agreement with Paradigm Capital Inc. ("Paradigm") as lead agent and sole bookrunner, for and on behalf of a syndicate of agents (collectively, the "Agents"), in connection with a proposed best efforts private placement financing (the "Offering") for total proceeds of up to $10 million, consisting of up to 62,500,000 units of the Company (the "Units") at a price of $0.16 per Unit. Each Unit will be 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 will be exercisable to acquire one additional common share in the capital of the Company (a "Warrant Share") for 24 months from the Closing Date (as defined below) at an exercise price of $0.25 per Warrant Share.

The Company will also grant the Agents an option (the "Agents' Option") to sell up to that number of additional Units equal to 15% of the base Offering size, being 9,375,000 additional Units for additional gross proceeds of up to $1,500,000, exercisable, by notice in writing to the Company, at any time not less than 48 hours prior to the Closing Date.

The Agents will be paid by the Company on closing of the Offering a cash commission equal to 6% of the gross proceeds of the Offering, including on any exercise of the Agents' Option.

The Agents will also receive on the Closing Date compensation options (the "Compensation Options") entitling the Agents to acquire that number of common shares equal to 6% of the number of Units issued pursuant to the Offering, including on any exercise of the Agents' Option, at an exercise price of $0.16, exercisable for a period of 24 months following the Closing Date.

The net proceeds from the Offering will be used for exploration and development, and general working capital purposes.

The Offering will be conducted in all provinces and territories of Canada pursuant to private placement exemptions, in the United States pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), and in such other jurisdictions as are agreed to by the Company and the Agents. The Offering is expected to close on or about May 29^th, 2025 (the "Closing Date") and will be subject to regulatory approvals and customary closing conditions, including the listing of the Unit Shares and Warrant Shares on the TSX Venture Exchange ("TSXV"). All securities issued pursuant to the Offering will have a hold period of four months and one day.

The securities have not been, and will not be, registered under the U.S. Securities Act, or any U.S. state securities laws, and may not be offered or sold in the United States without registration under the U.S. Securities Act and all applicable state securities laws or compliance with the requirements of an applicable exemption therefrom. This press release does not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor may there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About TriStar Gold Inc.

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 the Castelo de Sonhos gold project in Pará State, Brazil. TriStar has completed a pre-feasibility study and is now working to advance the project towards a feasibility study while evaluating optimization options. The Company's shares trade 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
info@tristargold.com

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 regarding the completion 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 changes in the state of the equity financing markets in Canada and other jurisdictions; the receipt of regulatory approvals; 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.

THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES FOR DISSEMINATION IN THE UNITED STATES

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/251391

FAQ

What is the size of TriStar Gold's (TSGZF) May 2025 private placement?

TriStar Gold announced a private placement of up to $10 million, with an additional over-allotment option of $1.5 million, totaling a potential of $11.5 million.

What is the price per unit for TriStar Gold's (TSGZF) private placement?

The units are priced at $0.16 each, with each unit consisting of one common share and half a warrant exercisable at $0.25 for 24 months.

How will TriStar Gold (TSGZF) use the proceeds from the private placement?

The net proceeds will be used for exploration and development activities, and general working capital purposes.

When is the expected closing date for TriStar Gold's (TSGZF) private placement?

The offering is expected to close on or about May 29th, 2025, subject to regulatory approvals and customary closing conditions.

What are the terms of the warrants in TriStar Gold's (TSGZF) private placement?

Each whole warrant will be exercisable at $0.25 per share for a period of 24 months from the closing date.