NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
December 12, 2019 - TriStar Gold Inc. (the Company or TriStar) is pleased to announce it has closed its previously announced brokered private placement of units, including the partial exercise of the agent’s over-allotment option, for gross proceeds of C$2,240,000. The Private Placement was offered with Canaccord Genuity Corp. acting as agent.
Mr. Nick Appleyard, President and CEO stated “This is an exciting time for TriStar. We are now well capitalized to complete the pre-feasibility study, as well as start our work plan with GoldSpot Discoveries to outline further exploration potential of the Castelo de Sonhos property.”
Pursuant to the private placement, the Company issued a total of 11,200,000 units at a price of $0.20 per unit. Each unit is comprised of one common share of TriStar and one-half of a common share purchase warrant. Each full warrant entitles the holder thereof to acquire one additional common share at an exercise price of $0.30 per common share at any time up to 5pm Vancouver time on December 12, 2021.
In consideration for their services, the agent received a cash commission equal to 6.0% (3% in respect of certain purchasers the President’s list) of the gross proceeds of the private placement and that number of broker warrants equal to 6.0% (3% for the President’s list) of the number of units sold.
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.
Pursuant to applicable securities laws, all securities issued in connection with the private placement are subject to a four month hold period ending on April 13, 2020.
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.
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:
President and CEO
For further information, please contact:
TriStar Gold Inc.
President and CEO
Trading Symbol: TSXV: TSG OTCQB: TSGZF
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.
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 and the anticipated sufficiency of the Company’s existing capital in order to complete a pre-feasibility study on the Castelo de Sonhos project. 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.
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