Tristar Gold Closes Brokered Private Placement

Scottsdale, Arizona--(Newsfile Corp. - May 29, 2025) - TriStar Gold Inc. (TSXV: TSG) (OTCQB: TSGZF) (the "Company" or "TriStar") is pleased to announce it has closed its previously announced brokered private placement (the "Offering") of units ("Units") for gross proceeds of C$10,086,768. The Offering was led by Paradigm Capital Inc. and included Cormark Securities Inc. (collectively, the "Agents"), 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 C$0.16 per Unit, including the partial exercise of the Agents' over-allotment option. Each Unit is comprised of one common share in the capital of the Company (a "Unit Share") and one-half of one common share purchase warrant of the Company (each whole warrant, a "Warrant"). Each Warrant is exercisable to acquire one additional common share in the capital of the Company (a "Warrant Share") until May 29, 2027 (the "Expiry Date") at an exercise price of C$0.25 per Warrant Share.

In connection with the Offering, the Agents received a cash fee of C$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 C$0.16 per share until the Expiry Date. All securities issued in connection with the Offering are subject to a four-month hold period expiring on September 30, 2025 in accordance with applicable securities laws and the policies of the TSX Venture Exchange (the "Exchange").

The Company intends to use the net proceeds from the offering to fund 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% shareholder Auramet Capital Partners, L.P. ("Auramet") 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 ("MI 61-101"). 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.