March 23, 2017 (Scottsdale, Arizona) – TriStar Gold Inc. ("TriStar Gold" or the "Company") (TSX-V:TSG) is pleased to announce that it has filed a preliminary short form prospectus in the provinces of British Columbia, Alberta and Ontario in connection with a proposed marketed offering of units (the “Units”) of the Company for gross proceeds of a minimum of C$4,000,000 and a maximum of C$7,000,000 (the “Offering”), subject to an over-allotment option as discussed below. The Offering will be conducted on a best effort basis through Echelon Wealth Partners Inc. and Paradigm Capital Inc. acting as co-lead Agents (the “Agents”).
The Offering will be priced in the context of the market with the specifics of the Offering to be determined at the time of pricing. Each Unit will consist of one common share in the capital of TriStar Gold and one-half of a of common share purchase warrant, with each whole common share purchase warrant entitling the holder thereof to purchase one common share of the Company at an exercise price to be determined in the context of the market, within 24-months from the closing date of the Offering, subject to acceleration in certain circumstances.
The Company has also agreed to grant the Agents an option to cover over-allotments and for market stabilization purposes (the “Over Allotment Option”), which will allow the Agents to arrange for purchasers to acquire up to an additional 15% of the number of Units initially sold under the Offering. The Over Allotment Option will be exercisable, in whole or in part, at any time up to 30 days after the closing of the Offering.
The Company intends to use the net proceeds of the Offering for drilling and studies to advance the Company’s Castelo de Sonhos in Pará State, Brazil and for general working capital purposes.
The Offering is being made pursuant to a short form prospectus filed in each of the provinces of Alberta, British Columbia and Ontario. A copy of the preliminary short form prospectus, which contains important information relating to the Units, is available on SEDAR at www.sedar.com or from the Agents by contacting the Agents at firstname.lastname@example.org or email@example.com. There will not be any sale or any acceptance of an offer to buy the Units until a receipt for the final prospectus has been issued.
The Offering is expected to close on or about April 26, 2017, or on such later date as the Company and the Agents may agree upon, and is subject to certain customary conditions and regulatory approvals,
including the approval of the TSX Venture Exchange and the entering into by the Company and the Agents of an agency agreement.
This press release does not constitute an offer of securities for sale in the United States or to “U.S. persons” (“U.S. persons”), as such term is defined in Regulation S promulgated under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”). The securities being offered have not been, nor will be, registered under the U.S. Securities Act or any state securities laws, and may not be offered or sold in the United States or to U.S. persons absent registration or an applicable exemption from such registration requirements.
TriStar Gold is an exploration and development company focused on precious metals properties in the Americas that have 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. Further information is available at www.tristargold.com.
For further information, please contact:
TriStar Gold Inc.
President and CEO
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, the amount of funds received from and the pricing of the planned offering, the scope and success of the planned exploration program at the Castelo de Sonhos project and the Company's opinion that it has clear title to the Castelo de Sonhos property 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.