Early Warrant Exercise Incentive Program and Private Placement
May 29, 2012
HOUSTON, TX - TriStar Gold Inc. (the “Company”) is pleased to announce that, further to its news release dated May 17, 2012, the TSX Venture Exchange has accepted for filing the Company’s proposed incentive program to encourage the early exercise of certain outstanding warrants (the “Warrants”). The Warrants, as originally issued, are exercisable into one common share of the Company at $0.30 per share until December 20, 2015. The Company is now offering to the Warrant holders the option to accept an amendment to the existing Warrants which allows the holder to exercise each outstanding Warrant to receive a unit (the “New Unit”) at $0.25 per New Unit. This offer is not available to Warrant holders who are insiders and pro group members. Each New Unit will consist of one common share of the Company and one-half of a share purchase warrant (the “Incentive Warrant”) and each whole Incentive Warrant will entitle the holder to purchase an additional common share of the Company at an exercise price of $0.30 for a two year period from the date of issuance of the Incentive Warrants. Warrant holders will have until 4:30 p.m. (Vancouver time) on June 25, 2012 in which to exercise the Warrants on the amended terms. After that time, any unexercised Warrants will continue to be exercisable for common shares on the same terms that previously existed. Each Incentive Warrant, and any common shares issued upon exercise thereof, will be subject to a four month hold period from the date of issuance of the Incentive Warrants and any other hold periods required under applicable securities laws.
In addition, the Company announces that, further to its news release dated May 17, 2012, it has amended the terms of its private placement such that the warrants to be issued thereunder will be exercisable for a term of two years from the date of issue instead of the one year term previously announced.
TriStar Gold Inc. is a well-financed gold exploration company focused on high-potential properties in Brazil. In addition to Castelo de Sonhos, TriStar holds another exploration project in the Tapajós district known as the Bom Jardim Property. The Company’s shares are listed on the TSX Venture Exchange under the symbol TSG-V. Further information is available at www.TriStarAU.com.
For further information, please contact:
TriStar Gold Inc.
Mark E. Jones, III
Chairman and CEO
Neither 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. 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 forwardlooking statements involve known and unknown risks, uncertainties and other factors that may cause a change in TriStar Gold, Inc. 16360 Park Ten Place, Suite 217, Houston, Texas 77084 | Tel: 281.579.3400 Fax: 281.579.9799 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. 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.