Mr. Nick Appleyard reports

TRISTAR GOLD CLOSES BROKERED PRIVATE PLACEMENT

Tristar Gold Inc. has closed its previously announced brokered private placement of units for gross proceeds of $10,086,768. The offering was led by Paradigm Capital Inc. and included Cormark Securities Inc., acting as agents on a commercially reasonable efforts basis.

Pursuant to the offering, the company issued a total of 63,042,300 units at a price of 16 cents per unit, including the partial exercise of the agents' overallotment option. Each unit comprises one common share in the capital of the company and one-half of one common share purchase warrant of the company. Each warrant is exercisable to acquire one additional common share in the capital of the company until May 29, 2027, at an exercise price of 25 cents per warrant share.

In connection with the offering, the agents received a cash fee of $572,206.08 and non-transferable compensation options of the company, exercisable for a total of 3,576,288 common shares of the company at an exercise price of 16 cents per share until the expiry date. All securities issued in connection with the offering are subject to a four-month hold period expiring on Sept. 30, 2025, in accordance with applicable securities laws and the policies of the TSX Venture Exchange.

The company intends to use the net proceeds from the offering to finance the company's work program to advance the Castelo de Sonhos gold project and for general working capital purposes.

Nicholas Appleyard, president and chief executive officer of the company, and an over-10-per-cent shareholder, Auramet Capital Partners LP, participated in the offering by subscribing for 1,562,500 units and 1,875,000 units, respectively. The participation of these insiders 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 owned by Mr. Appleyard as a result of his participation in the offering. 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 for the offering, with Mr. Appleyard declaring and abstaining from voting on the resolutions approving the offering with respect to his 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

Eric Sprott, through 2176423 Ontario Ltd., a corporation that is beneficially owned by him, acquired 31.25 million units pursuant to the private placement, at 16 cents per unit, for total consideration of $5-million. Sprott is providing the following disclosure pursuant to National Instrument 62-104, Take-Over Bids And Issuer Bids, and National Instrument 62-103, The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, as the number of common shares owned or controlled, directly or indirectly, by Mr. Sprott after the completion of the offering exceeds 10 per cent of the then issued and outstanding common shares of the company on a partially diluted basis.

Prior to the acquisition of units in the offering, Mr. Sprott did not own any securities of the company. Following the acquisition of 31.25 million units in the offering, Mr. Sprott holds approximately 8.9 per cent of the outstanding common shares on an undiluted basis and 12.7 per cent of the outstanding common shares on a partially diluted basis (assuming exercise of all 2176423 Ontario's warrants), based on 352,059,748 common shares outstanding.

The units were acquired by Mr. Sprott in the offering for investment purposes. Mr. Sprott has a long-term view of the investment and may acquire additional securities of the company, including on the open market or through private acquisitions, or sell securities of the company, including on the open market or through private dispositions, in the future depending on market conditions, reformulation of plans and/or other relevant factors.

A copy of the early warning report with respect to the foregoing will appear on Tristar Gold's profile on SEDAR+ and may also be obtained by calling Mr. Sprott's office at 416-945-3294 (2176423 Ontario, 7 King St. E, Suite 1106, Toronto, Ont., M5C 3C5).

Auramet acquired 1,875,000 units pursuant to the offering for a total subscription price of $300,000. Auramet is providing the following disclosure pursuant to NI 62-103 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 an undiluted and a partially diluted basis since the last early warning report filed by Auramet.

Prior to the acquisition of units in the offering, Auramet beneficially owned, and had control and direction over, 40,128,205 common shares and warrants exercisable to acquire 6,730,769 common shares, representing approximately 13.88 per cent of the outstanding common shares on an undiluted basis and 15.84 per cent on a partially diluted basis, assuming the exercise of the warrants held by Auramet and based upon 289,017,448 common shares outstanding.

Following the acquisition of 1,875,000 units in the offering, Auramet beneficially owns, and has control and direction over, 42,003,205 common shares and warrants exercisable to acquire 7,668,269 common shares, representing approximately 11.93 per cent of the outstanding common shares on an undiluted basis and 13.81 per cent on a partially diluted basis, assuming the exercise of the warrants held by Auramet and based upon 352,059,748 common shares outstanding.

The units 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 copies of the Sprott report or the Auramet 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.

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 are listed on the TSX Venture Exchange under the symbol TSG and on the OTCQB under the symbol TSGZF.

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