Ms. Jessica Van Den Akker reports

TRISTAR ANNOUNCES FIRST TRANCHE OF $1.5 MILLION NON-BROKERED PRIVATE PLACEMENT

Tristar Gold Inc. has closed the first tranche of its non-brokered private placement of up to 11,538,461 common shares announced on Jan. 13, 2025. A total of 7,019,777 common shares of the company were sold under the first tranche of the offering, at a price of 13 cents per common share, for gross proceeds to the company of $912,571.

The company intends to use the net proceeds of the offering for general working capital purposes and to further advance its Castelo de Sonhos gold project.

All securities issued in connection with the first tranche of the offering are subject to a four-month hold period expiring on June 7, 2025, in accordance with applicable securities laws and the policies of the TSX Venture Exchange. The offering is subject to final approval of the TSX Venture Exchange.

Two directors of the company, Rod McKeen and Jessica Van Den Akker, and the over-10-per-cent shareholder, Auramet Capital Partners LP, participated in the first tranche of the offering, acquiring 384,000 common shares by Mr. McKeen, 154,000 common shares by Ms. Van Den Akker and 1,666,667 common shares by Auramet. The participation of these insiders constitutes a related party transaction 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 owed by Mr. McKeen or Ms. Van Den Akker. The change in the percentage of outstanding securities of the company held by Auramet is described below. 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. McKeen 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 acquired 1,666,667 common shares pursuant to the offering for a total subscription price of $216,667. Additionally, Auramet reports that 12.5 million common shares purchase warrants of the company previously held by Auramet, with an exercise price of 30 cents per common share, expired on April 14, 2024. 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, as Auramet's ownership over the common shares of the company decreased by more than 2 per cent of the issued and outstanding shares on a partially diluted basis since the last early warning report filed by Auramet.

Prior to the expiration of the warrants and the acquisition of shares in the offering, Auramet beneficially owned, and had control and direction over, 38,461,538 common shares and warrants exercisable for 19,230,769 shares, representing approximately 13.74 per cent of the outstanding common shares on an undiluted basis and 19.28 per cent on a partially diluted basis, assuming the exercise of the warrants held by Auramet and based upon 279,928,441 shares outstanding.

After the expiration of the warrants and the acquisition of shares in the offering, Auramet beneficially owns, and has control and direction over, 40,128,205 common shares and warrants exercisable for 6,730,769 shares, representing approximately 13.95 per cent of the outstanding common shares on an undiluted basis and 15.91 per cent on a partially diluted basis, assuming the exercise of the warrants held by Auramet and based upon 287,717,448 shares outstanding.

The common shares were acquired by Auramet in the offering for investment purposes only, and in the future, Auramet may acquire additional securities of the company, 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 other relevant factors.

An early warning report will be filed by Auramet pursuant to NI 62-103 on SEDAR+ under the profile of the company. To obtain a copy of the report, please contact Scott Brunsdon, chief financial officer and corporate secretary of the company, at the company's head address, at 7950 East Acoma Dr., Suite 209, Scottsdale, Ariz., 85260, or by telephone at 480-794-1244.

Auramet is a limited partnership organized in the state of Delaware and is an investment affiliate of Auramet International, Inc., which conducts physical metals trading, metals merchant banking and project finance advisory. Auramet's office is located at 300 Frank W. Burr Blvd., on the fifth floor (Suite 24), Teaneck, N.J., 07666.

About Tristar Gold Inc.

Tristar Gold 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 Para state, Brazil. The company's shares trade on the TSX Venture Exchange under the symbol TSG and on the OTCQB under the symbol TSGZF.

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