TriStar Closes First Tranche of $3.2 Million Non-Brokered Private Placement

Scottsdale, Arizona--(Newsfile Corp. - August 30, 2023) - TriStar Gold Inc. (TSXV: TSG) (OTCQX: TSGZF) ("TriStar" or the "Company") is pleased to announce that it has closed the first tranche of its non-brokered private placement previously announced on August 2, 2023 (the "Offering"). A total of 12,738,231 units of the Company were sold under the first tranche of the Offering, at a price of Cdn $0.13 per unit for gross proceeds to the Company of Cdn $1,655,970. Each unit is comprised of one common share of the Company and one-half of one transferable share purchase warrant. Each full warrant is exercisable for one common share of the Company at an exercise price of Cdn $0.20 per share and a three-year term-to-maturity.

The Company is also pleased to announce it has increased the size of the Offering to a maximum of up to 24,799,769 units, for aggregate gross proceeds to the Company of up to Cdn $3,223,970. The Company paid no commission or finder's fees on the Offering.

The Company intends to use the net proceeds of the Offering to advance the permitting of the Company's 100% owned Castelo de Sonhos property and for general working capital purposes.

All securities issued in connection with the first tranche of the Offering are subject to a four-month hold period expiring on December 31, 2023 in accordance with applicable securities laws and the policies of the TSX Venture Exchange (the "Exchange"). The Offering is subject to the final approval of the Exchange.

Nicholas Appleyard, Chief Executive Officer and a Director of the Company, and Jessica Van Den Akker, a Director of the Company, participated in the Offering by subscribing for 769,231 units by Mr. Appleyard and 77,000 units by Ms. Van Den Akker, which constitute related party transactions pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). There has not been a material change in the percentage of the outstanding securities of the Company that are individually owned by Mr. Appleyard or Ms. Van Den Akker as a result of their participation in the Offering. The Company is exempt from the requirements to obtain a formal valuation and minority shareholder approval in connection with the participation of the insiders in the Offering in reliance of the exemptions contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, as the fair market value of the insider participation does not exceed 25% of the Company's market capitalization as determined in accordance with MI 61-101. The Company obtained approval by the board of directors of the Company to the Offering, with Mr. Appleyard and Ms. Van Den Akker declaring and abstaining from voting on the resolutions approving the Offering with respect to each of their participation in the Offering. No materially contrary view or abstention was expressed or made by any director of the Company in relation thereto.

Early Warning Disclosure

Auramet Capital Partners, L.P. ("Auramet") acquired 1,400,000 units at a price of Cdn $0.13 per unit pursuant to the Offering, for a total subscription price of Cdn $182,000. As a result, Auramet acquired 1,400,000 shares and 700,000 warrants. Auramet is providing the following disclosure pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues ("NI 62-103") with respect to its ownership of more than 10% of the issued and outstanding shares of the Company on a partially-diluted basis.

Immediately prior to the first tranche of the Offering, Auramet beneficially owned, and had control and direction over, 25,000,000 shares and warrants exercisable for 12,500,000 shares, representing approximately 9.80% of the outstanding shares on an undiluted basis and 14.01% on a partially-diluted basis, assuming the exercise of the warrants held by Auramet, based upon 255,128,672 shares outstanding prior to the first tranche of the Offering.

Immediately after the first tranche of the Offering, Auramet beneficially owns, and has control and direction over, 26,400,000 shares and warrants exercisable for 13,200,000 shares, representing approximately 9.86% of the outstanding shares on an undiluted basis and 14.09% on a partially-diluted basis, assuming the exercise of the warrants held by Auramet, based upon 267,866,903 shares outstanding upon completion of the first tranche of the Offering.

The units were acquired by Auramet for investment purposes only, and in the future, Auramet may acquire additional securities of TriStar, dispose of some or all of the existing securities it holds or will hold, or may continue to hold its current position, depending on market conditions, reformulation of plans and/or other relevant factors. Auramet intends to subscribe for an additional 12,061,538 units in the second tranche of the Offering.

An early warning report (the "Report") will be filed by Auramet pursuant to NI 62-103 on SEDAR+ at www.sedarplus.ca under the profile of TriStar. To obtain a copy of the Report, please contact Scott Brunsdon, Chief Financial Officer of TriStar, at TriStar's address at 7950 East Acoma Drive, Suite 209, Scottsdale, Arizona 85260 or by telephone at 480.794.1244.

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.

About Auramet

Auramet Capital Partners, L.P. is an investment affiliate of Auramet International, Inc. ("Auramet International"), one of the largest physical precious metals merchants in the world with over $20 billion in annual revenues and which provides a full range of services to all participants in the precious metals supply chain. Auramet International is a private company established in 2004 by seasoned industry professionals who have assembled a global team of industry specialists with over 350 years combined industry experience. Their business consists of three main activities: physical metals trading, metals merchant banking (including direct lending) and project finance advisory services. The company has built a consistently successful and prominent franchise in the metals space on the back of an experienced management team that has proven to be innovative and capable of delivering the highest quality service to participants in the sector. In fiscal year 2022 it purchased over 5 million ounces of gold, 78 million ounces of silver and 3.9 million ounces of PGMs, and has provided term financing facilities in excess of $950 million to date. Auramet is looking to grow its capital investment business in equity, royalties and streams in the precious metals and battery-related metals mining space. Auramet International is proud to have been awarded a Gold Medal for its ESG commitment by EcoVadis, the most trusted provider of ESG ratings with a network of more than 90,000 rated companies.

For more information on Auramet, please visit www.auramet.com.

About TriStar

TriStar is an exploration and development company focused on precious metals properties in the Americas that have the potential to become significant producing mines. 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 OTCQX 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
moc.dlogratsirt@ofni

Forward-Looking Statements

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 all statements regarding the planned use of proceeds of the Offering, final closing of the Offering and the total amount of the Offering. 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 risks related to regulatory approval including obtaining the final approval of the Exchange to the Offering, 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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/179093