Scottsdale, Arizona–(Newsfile Corp. – June 4, 2026) – Tristar Gold Inc. (TSXV:TSG) (OTCQB: TSGZF) (“Tristar” or the “Company“) is pleased to announce that it has closed its previously announced “best efforts” brokered private placement (the “Offering“) of units (“Units“) for gross proceeds of C$10,352,530. The Offering was led by Stifel Canada, as lead agent and sole bookrunner, together with Paradigm Capital Inc. (collectively, the “Agents“).
Pursuant to the Offering, the Company issued a total of 45,011,000 Units at a price of C$0.23 per Unit, including the full 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 June 4, 2028 (the “Expiry Date“) at an exercise price of C$0.30 per Warrant Share.
In connection with the Offering, the Agents received a cash fee of C$621,151.80 and 2,700,660 non-transferable common share purchase warrants (the “Compensation Warrants“) of the Company exercisable for a total of 2,700,660 common shares of the Company at an exercise price of C$0.23 per share until the Expiry Date. The Compensation Warrants (and any common shares issued upon exercise thereof) are subject to a four-month hold period expiring on October 5, 2026 in accordance with applicable securities laws.
The Company intends to use the net proceeds from the Offering to fund exploration and development of the Company’s mineral properties, as well as for general working capital.
Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 – Prospectus Exemptions (“NI 45-106“), the Units have been offered for sale to purchasers resident in Canada other than Quebec and other qualifying jurisdictions pursuant to the listed issuer financing exemption under Part 5A of NI 45-106 (the “Listed Issuer Financing Exemption“). Because the Offering is being completed pursuant to the Listed Issuer Financing Exemption, the Units issued pursuant to the Offering will not be subject to a hold period pursuant to applicable Canadian securities laws. There is an offering document related to the Offering that can be accessed under the Company’s issuer profile on SEDAR+ at www.sedarplus.ca and on the Company’s website at www.tristargold.com. Prospective investors should read the offering document before making an investment decision. The Offering remains subject to the final approval of the TSX Venture Exchange (the “Exchange“).
The securities referred to in this news release have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“), or any state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, “U.S. Persons” (as such term is defined in Regulation S under the U.S. Securities Act) absent such registration or an applicable exemption from the registration requirements of the U.S. Securities Act. This news release does not constitute an offer for sale of securities, nor a solicitation for offers to buy any securities. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the company and management, as well as financial statements.
About TriStar
TriStar Gold is an exploration and development company focused on precious metals properties in the Americas. The Company’s current flagship property is Castelo de Sonhos in Pará State, Brazil. 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.
Forward-Looking Statements
Certain disclosure contained in this news release may constitute forward-looking information or forward-looking statements, within the meaning of Canadian securities laws. These statements may relate to this news release and other matters identified in the Company’s public filings, including with respect to receipt of final approval of the Offering from the Exchange, and to the use of the proceeds from the Offering. In making the forward-looking statements the Company has applied certain factors and assumptions that are based on the Company’s current beliefs as well as assumptions made by and information currently available to the Company. These statements address future events and conditions and, as such, involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the statements. These risks and uncertainties include but are not limited to: 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. Readers are cautioned not to place undue reliance on forward-looking statements. 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 does not intend, and expressly 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 law.
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED STATES
