/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE
SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR
DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES./
Trading Symbols: TSXV: TSG, OTCQB: TSGZF
SCOTTSDALE, Ariz., June 22, 2020 /CNW/ - TriStar Gold Inc.
(TSXV: TSG) (OTCQB: TSGZF) ("TriStar" or the "Company") is
pleased to announce that it has entered into an agreement with
Cormark Securities Inc. ("Cormark"), as lead underwriter, on behalf
of a syndicate of underwriters (the "Underwriters"), pursuant to
which the Underwriters have agreed to purchase, on a bought deal
basis, 26,700,000 units of the Company (the "Units") at a
price of $0.30 per Unit for gross
proceeds to the Company of approximately $8.0 million (the "Offering"). Each Unit will
consist of one common share in the capital of the Company (each a
"Common Share") and one-half of one common share purchase warrant
(each whole warrant, a "Warrant"). Each Warrant shall entitle the
holder to acquire an additional Common Share at an exercise price
of $0.40 for a period of 24 months
following the closing of the Offering.
The Company has agreed to grant the Underwriters an option (the
"Over-Allotment Option") to sell an 4,005,000
additional Units, such option being exercisable in whole or in part
at any time prior to the date that is 30 days after the closing of
the Offering, to cover over-allotments, if any, and for market
stabilization purposes. In the event that the Over-Allotment Option
is exercised in full, the aggregate gross proceeds of the Offering
to TriStar will be approximately $ 9.2
million.
The Company intends to use the net proceeds of the Offering to
further advance its Castelo de Sonhos gold project and for general
working corporate purposes.
The Units will be offered by way of short form prospectus in
British Columbia, Alberta, Manitoba, Ontario and Nova
Scotia, pursuant to National Instrument 44-101 – Short
Form Prospectus Distributions. The Units will not be offered or
sold in the United States except
under Rule 144A or in such other manner as to not require
registration under the United States Securities Act of 1933, as
amended.
The Offering is scheduled to close on or before July 14, 2020 and is subject to certain
conditions including, but not limited to, receipt of all regulatory
approvals, including the approval of the TSX Venture Exchange and
the applicable securities regulatory authorities.
The securities offered in the Offering have not been, and will
not be, registered under the U.S. Securities Act or any U.S. state
securities laws, and may not be offered or sold in the United States or to, or for the account or
benefit of, United States persons
absent registration or any applicable exemption from the
registration requirements of the U.S. Securities Act and applicable
U.S. state securities laws. This press release shall not constitute
an offer to sell or the solicitation of an offer to buy securities
in the United States, nor will
there be any sale of these securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful.
About TriStar
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.
Forward-Looking Statements
This press release contains forward-looking statements and
forward-looking information (collectively, "forward-looking
statements") within the meaning of applicable securities laws. Such
forward-looking statements include, without limitation, statements
regarding the closing of the Offering, the timing of the closing of
the Offering, the use of proceeds from the Offering, the receipt of
regulatory approvals, the exercise of the Over-Allotment Option and
future results of operations, performance and achievements of the
Company. Although the Company believes that such forward-looking
statements are reasonable, it can give no assurance that such
expectations will prove to be correct. Forward-looking statements
are typically identified by words such as: believe, expect,
anticipate, intend, estimate, postulate and similar expressions, or
are those, which, by their nature, refer to future events. The
Company cautions investors that any forward-looking statements by
the Company are not guarantees of future results or performance,
and that actual results may differ materially from those in
forward-looking statements as a result of various factors,
including the Company's inability to obtain any necessary permits,
consents or authorizations required for its activities, to produce
minerals from its properties successfully or profitably, to
continue its projected growth, to raise the necessary capital or to
be fully able to implement its business strategies. This press
release is not, and is not to be construed in any way as, an offer
or recommendation to buy or sell securities in Canada or in the
United States.
Although the Company believes the expectations expressed in
such forward-looking statements are based on reasonable
assumptions, such statements are not guarantees of future
performance and actual events, results and/or developments may
differ materially from those in the forward-looking statements.
Readers should not place undue reliance on the Company's
forward-looking statements. The Company does not undertake to
update any forward-looking statement that may be made from time to
time by the Company or on its behalf, except in accordance with
applicable securities laws.
SOURCE TriStar Gold Inc