Mr. Nicholas Appleyard reports

TRISTAR CLOSES FIRST TRANCHE OF $3.2 MILLION NON-BROKERED PRIVATE PLACEMENT

Tristar Gold Inc. has closed the first tranche of its non-brokered private placement previously announced on Aug. 2, 2023. A total of 12,738,231 units of the company were sold under the first tranche of the offering at a price of 13 cents per unit for gross proceeds to the company of $1,655,970. Each unit comprises 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 20 cents per share and a three-year term to maturity.

The company 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 $3,223,970. The company paid no commissions or finders' fees on the offering.

The company intends to use the net proceeds of the offering to advance the permitting of the company's 100-per-cent-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 Dec. 31, 2023, in accordance with applicable securities laws and the policies of the TSX Venture 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. 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 per cent 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 LP acquired 1.4 million units at a price of 13 cents per unit pursuant to the offering, for a total subscription price of $182,000. As a result, Auramet acquired 1.4 million 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, with respect to its ownership of more than 10 per cent 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 million shares and warrants exercisable for 12.5 million shares, representing approximately 9.80 per cent of the outstanding shares on an undiluted basis and 14.01 per cent 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 26.4 million shares and warrants exercisable for 13.2 million shares, representing approximately 9.86 per cent of the outstanding shares on an undiluted basis and 14.09 per cent 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 will be filed by Auramet pursuant to NI 62-103 on SEDAR+ 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 Dr., Suite 209, Scottsdale, Ariz., 85260, or by telephone at 480-794-1244.

About Tristar Gold Inc.

Tristar is an exploration and development company focused on precious metal properties in the Americas that have the potential to become significant producing mines. The company's current flagship property is Castelo de Sonhos in Para state, Brazil. The company's shares trade on the TSX Venture Exchange under the symbol TSG and on the OTCQX under the symbol TSGZF.

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