Tristar Gold Inc. (TSX-V:TSG) (OTCQB: TSGZF) is pleased to announce that it has closed its previously announced “best efforts” brokered private placement of 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.

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 and one-half of one common share purchase warrant of the Company. Each Warrant is exercisable to acquire one additional common share in the capital of the Company until June 4, 2028 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 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, 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. 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 securities referred to in this news release have not been and will not be registered under the United States Securities Act of 1933, 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” 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