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Trading Symbol: TSG-TSX.V
SCOTTSDALE, AZ, June 13, 2016 /CNW/ - TriStar Gold Inc.
(the "Company" or "TriStar") is pleased to announce
that it has entered into an agreement regarding a brokered private
placement offering (the "Offering") of units (the
"Units") of the Company. TriStar and Beacon Securities
Limited ("Beacon"), as lead agent and bookrunner, and
Paradigm Capital Inc. (collectively with Beacon, the
"Agents"), have agreed that up to 20,000,000 Units will be
offered on a commercially-reasonable efforts agency basis pursuant
to private placement exemptions from prospectus requirements of
applicable securities laws at a price of $0.30 per Unit, for aggregate gross proceeds to
the Company of up to $6,000,000,
subject to the Agents' option to increase the size of the Offering
as set out below.
Each Unit comprises one common share (a "Common Share")
of the Company and one-half of a common share purchase warrant
(each full common share purchase warrant being a "Warrant").
Each Warrant shall entitle the holder thereof to acquire one
additional Common Share at a price per Common Share of $0.55 for a period of 24 months following the
closing date of the Offering (the "Closing Date"). The
Warrants may be accelerated by the Company, at its sole option, at
any time in the event that the closing volume-weighted average
price of the Common Shares on the TSX Venture Exchange (the
"TSXV"), or such other exchange on which the Common Shares
may primarily trade from time to time, is greater than or equal to
$1.00 for a period of 20 consecutive
trading days occurring no earlier than 4 months and one day from
the Closing Date by giving notice to the holders thereof.
The Agents have also been granted an option (the "Agents'
Option") to increase the size of the Offering by up to an
additional 3,000,000 Units, exercisable in whole or in part by
Beacon, on behalf of the Agents, at any time up to 48 hours prior
to the Closing Date for additional aggregate gross proceeds to the
Company of up to $900,000. In the
event the Agents' Option is exercised in full, the aggregate gross
proceeds to the Company will be up to $6,900,000.
The net proceeds from the Offering are intended to be used for
advancing the Castelo de Sonhos project, working capital and
general corporate purposes.
Closing of the Offering is expected to occur on or about the
week of July 4th, 2016, and is
subject to receipt of all necessary regulatory approvals, including
approval of the TSXV. All securities issued in connection with the
Offering will be subject to a four month hold period in accordance
with applicable Canadian securities laws, commencing on the Closing
Date.
This news release does not constitute an offer of securities for
sale in the United States. The
securities being offered have not been, nor will they be,
registered under the United States Securities Act of 1933, as
amended, and such securities may not be offered or sold within
the United States absent U.S.
registration or an applicable exemption from U.S. registration
requirements.
About TriStar:
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.
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.
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, but are not restricted
to, statements regarding the completion of the Offering, the number
of securities to be issued in the Offering, the anticipated gross
proceeds of the Offering, and the Company's planned use of the
proceeds 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 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.
SOURCE TriStar Gold Inc.