TriStar Gold Announces C$7 Million "Best Efforts" LIFE Offering of Units

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TriStar Gold Inc. (TSXV: TSG,OTC:TSGZF) (OTCQB: TSGZF) ("TriStar" or the "Company") is pleased to announce that it has entered into an agreement with Stifel Nicolaus Canada Inc. (the "Agent") to act as lead agent and bookrunner, in connection with a "best-efforts" private placement of 30,435,000 units of the Company  (the "Units") at a price of C$0.23 per Unit (the "Offering Price") for aggregate gross proceeds of approximately C$7 million (the "Offering"), with the Units to be issued pursuant to the Listed Issuer Financing Exemption (as defined below).

Each Unit will consist of one common share (a "Common Share") and one-half (½) of one Common Share purchase warrant (each whole warrant, a "Warrant") of the Company. Each Warrant will be exercisable to acquire one additional Common Share (a "Warrant Share") for a period of 24 months following the closing date of the Offering (the "Closing Date") at an exercise price of C$0.30 per Warrant Share.

The Company will grant to the Agents an option to sell up to such number of additional Units which is equal to 15% of the Units sold under the Offering at the Offering Price (the "Agents' Option"). The Agents' Option will be exercisable in whole or in part, at the sole discretion of the Agents, up to 48 hours prior to the Closing Date.

The net proceeds from the Offering are expected to be used for exploration and development of the Company's mineral properties, as well as for general working capital.

Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 - Prospectus Exemptions ("NI 45-106"), the Units will be offered for sale to purchasers resident in Canada other than Quebec and/or other qualifying jurisdictions pursuant to the listed issuer financing exemption under Part 5A of NI 45-106 (the "Listed Issuer Financing Exemption"). Because the Offering is being completed pursuant to the Listed Issuer Financing Exemption, the Units issued pursuant to the Offering will not be subject to a hold period pursuant to applicable Canadian securities laws. There is an offering document related to the Offering that can be accessed under the Company's issuer profile on SEDAR+ at www.sedarplus.ca and on the Company's website at www.tristargold.com. Prospective investors should read the offering document before making an investment decision.

The Agents will be paid by the Company on the Closing Date a cash commission equal to 6% of the gross proceeds of the Offering, including on any exercise of the Agents' Option. The Agents will also receive compensation warrants (the "Compensation Warrants") equal to 6% of the number of Units sold pursuant to the Offering on the Closing Date. Each Compensation Warrant will entitle the holder thereof to subscribe for one Common Share at the Offering Price for a period of 24 months following the Closing Date.

The Offering is scheduled to close on or about June 4, 2026 (the "Closing Date") and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and other approvals including the approval of the TSX Venture Exchange.

The securities referred to in this news release have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, "U.S. Persons" (as such term is defined in Regulation S under the U.S. Securities Act) absent such registration or an applicable exemption from the registration requirements of the U.S. Securities Act. This news release does not constitute an offer for sale of securities for sale, nor a solicitation for offers to buy any securities. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the company and management, as well as financial statements.

About TriStar

TriStar Gold is an exploration and development company focused on precious metals properties in the Americas. The Company's current flagship property is Castelo de Sonhos in Pará State, Brazil. The Company's shares trade 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:

Nick Appleyard
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.

Forward-Looking Statements

Certain disclosure contained in this news release may constitute forward-looking information or forward-looking statements, within the meaning of Canadian securities laws. These statements may relate to this news release and other matters identified in the Company's public filings, including with respect to the completion of the Offering, the terms of the Offering, the planned Closing Date, and the intended use of the net proceeds of the Offering. In making the forward-looking statements the Company has applied certain factors and assumptions that are based on the Company's current beliefs as well as assumptions made by and information currently available to the Company. These statements address future events and conditions and, as such, involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the statements.  These risks and uncertainties include but are not limited to:  regulatory approval, the state of the equity markets, metals prices, the political environment in which the Company operates continuing to support the development and operation of mining projects; the threat associated with outbreaks of viruses and infectious diseases; risks related to negative publicity with respect to the Company or the mining industry in general; planned work programs; permitting; and community relations.  Readers are cautioned not to place undue reliance on forward-looking statements. The Company does not intend, and expressly 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 law. 

SOURCE TriStar Gold Inc.

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