TriStar Announces $3 million Private Placement Dr. Quinton Hennigh Appointed Director
February 11, 2015
NOT FOR DISSEMINATION IN THE UNITED STATES OR TO U. S. PERSONS OR FOR
DISTRIBUTION TO U. S. NEWSWIRE SERVICES. THIS PRESS RELEASE DOES NOT
CONSTITUTE AN OFFER TO SELL OR AN INVITATION TO PURCHASE THE SECURITIES
DESCRIBED IN IT.
Houston, TX - TriStar Gold Inc. (the “Company” or “TriStar”) announces the appointment of Dr. Quinton Hennigh to the TriStar Board of Directors and also its plan to raise up to $3 million by way of a non-brokered private placement (the “Private Placement”). The proceeds of the placement will be used to conduct additional exploration at the Company’s Castelo de Sonhos Project (“CDS”) in Para state, Brazil; to make the final payment on its CDS acquisition and for working capital.
Dr. Quinton Hennigh, President and CEO of Novo Resources Corp., has joined the boardof directors of TriStar effective today. Dr. Hennigh is an economic geologist with more than 25 years of exploration experience with major gold mining firms including Homestake Mining Company, Newcrest Mining Limited and Newmont Mining Corporation. Dr. Hennigh is President, CEO and director of Novo Resources Corp, an explorer of potentially world class gold deposits in Western Australia. He is also a director and Technical Advisor to Gold Canyon Resources Inc., where he helped refocus exploration at the company's Springpole Gold Project near Red Lake, Ontario. Dr. Hennigh obtained a Ph.D. in Geology/Geochemistry from the Colorado School of Mines.
Mark E. Jones lll, President and CEO of TriStar stated “Quinton is a terrific addition to our board of directors as he brings a wealth of experience particularly in the
development of paleo placer gold operations as well as his connections and knowledge of the industry in general. We are very pleased he has joined us as we advance our Castelo de Sonhos Project in Brazil.”
TriStar has granted to Dr. Hennigh an option to purchase 1,500,000 shares of the Company at $0.20 per share until February 11, 2020.
The Private Placement will consist of up to 20 million Units (the“Units”) of the Company at the price of $0.15 per Unit. Each Unit will consist of one share of TriStar and one half of one share purchase warrant (a whole warrant being a “Warrant”). Each Warrant will entitle the holder to purchase one additional share of TriStar at the price of $0.20 per share for a period of 18 months. Finders’ fees may be paid in connection with the Private Placement. Certain directors and officers of the Company may acquire Units under the Private Placement. Any such participation would be considered to be a related party transaction as defined under Multilateral Instrument 61-101. The transaction will be exempt from the formal valuation and minority shareholder approval requirements of Ml 61-101 as neither the fair market value of any securities issued to, or the consideration paid by, such persons will exceed 25 per cent of the Company's market capitalization. The Private
Placement is subject to approval of the TSX Venture Exchange (the “Exchange”).
The securities to be issued under the Private Placement have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "US. Securities Act"), or any state securities laws and, accordingly, may not be offered or sold within the United States except in compliance with the registration requirements of the US. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This news release does not constitute an offer to sell or asolicitation of an offer to buy any of the Company's securities in the United States.
TriStar Gold is a gold exploration company focused on high-potential properties in Brazil. In addition to Castelo de Sonhos, TriStar holds another exploration project in the Tapajos 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 Jones Ill
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 fomrard-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 fire! 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 fonrvard- looking statements whether as a result of new information, future events or otherwise.