NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
SCOTTSDALE, Ariz., Nov. 25, 2019 (GLOBE NEWSWIRE) -- TriStar Gold Inc. (the Company or TriStar) is pleased to announce it has entered into a letter agreement with GoldSpot Discoveries Corp. to use their data-driven science, artificial intelligence and machine learning capabilities to advance TriStar’s Castelo de Sonhos gold project. Under the work program, which will have two major components, GoldSpot will:
1. Contribute information to TriStar’s planned pre-feasibility study; and
2. Delineate upside targets for exploration outside of the current resource base at Castelo de Sonhos.
Mr. Nick Appleyard, President and CEO, stated, “We are very excited to start this program with GoldSpot. Their application of new technology should both accelerate and streamline our exploration programs. They will contribute significantly to the planned pre-feasibility study, but it is the unlocking of the potential value in the mostly unexplored parts of the CDS plateau and surroundings that is the real core of the work.”
In addition, TriStar has entered into an agreement with Canaccord Genuity Corp. regarding a brokered private placement offering of units of TriStar. Up to 10,000,000 units will be offered on a commercially-reasonable efforts basis pursuant to exemptions from prospectus requirements of applicable securities laws at a price of $0.20 per unit, for aggregate gross proceeds to the Company of up to $2,000,000, subject to the agent’s option to increase the size of the offering as set out below.
Each unit will be comprised of one common share of TriStar and one-half of a common share purchase warrant. Each full warrant shall entitle the holder thereof to acquire one additional common share at an exercise price per common share of $0.30 for a period of 24 months following the closing date of the offering.
Canaccord has also been granted an option to increase the size of the offering by up to an additional 2,000,000 units, exercisable in whole or in part at any time up to 48 hours prior to the closing date, for additional aggregate gross proceeds to the Company of up to $400,000. In the event the agent’s option is exercised in full, the aggregate gross proceeds to the Company will be up to $2,400,000.
The Company intends to use the net proceeds from the offering to conduct exploration on the Castelo de Sonhos gold project, to conduct its work program with GoldSpot, and for general working corporate purposes.
Closing of the offering is expected to occur on or about the week of December 12th, 2019 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 of the offering.
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.
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 Pará 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. Further information is available at www.tristargold.com.
ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY:
President and CEO
For further information, please contact:
TriStar Gold Inc.
President and CEO
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.
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 statements regarding the planned work program with GoldSpot Discoveries, the completion and anticipated closing of the offering, the planned use of proceeds of the offering, and regulatory approval to 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.
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