9e4851bd8e257678d89cbd.pdf
Form 51-102F3
Material Change Report
Item 1 Name and Address of Company
TriStar Gold Inc. (the 'Company') 16360 Park Ten Place, Suite 125
Houston, Texas 77084
Item 2 Date of Material Change
October 20, 2015
Item 3 News Release
Issued October 20, 2015 and distributed through the facilities of TheNewswire.
Item 4 Summary of Material Change
The Company announced that will make an application to the TSX Venture Exchange for approval of the implementation of an early warrant exercise incentive program.
Item 5 Full Description of Material Change
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Full Description of Material Change
Please see the attached news release for a full description of the material change.
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Disclosure for Restructuring Transactions
Not applicable.
Item 6 Reliance on subsection 7.1(2) or (3) of National Instrument 51-102
Not applicable.
Item 7 Omitted Information
No information has been omitted on the basis that it is confidential information.
Item 8 Executive Officer
Contact: Mark E. Jones III, Chairman and CEO Telephone: (281) 579-3400
Item 9 Date of Report
October 20, 2015
October 20, 2015 Trading Symbol: TSG-TSX.V
TriStar Announces Early Warrant Exercise Incentive Program
Houston, TX - TriStar Gold Inc. (the 'Company' or 'TriStar') is pleased to announce that will make an application to the TSX Venture Exchange (the 'Exchange') for approval of the implementation of an early warrant exercise incentive program (the 'Incentive Program') intended to encourage the early exercise of up to 19,682,250 outstanding common share purchase warrants (the 'Eligible Warrants') of the Company held by warrant-holders, other than insiders of the Company and pro group members who, in accordance with requirements of the Exchange, are not being offered the right to participate in the warrant incentive program.
The Eligible Warrants were issued as part of the Company's private placement which closed on March 7, 2014. Each Eligible Warrant is currently exercisable to acquire one common share of the Company at a price of $0.13 per Common Share, and expires on December 21, 2016.
In order to encourage the early exercise of such Eligible Warrants, the Company will be seeking approval of the Exchange to an amendment to the terms of the Eligible Warrants to enable the holders to receive a Warrant Exercise Unit (as defined and described below) for each Eligible Warrant exercised prior December 15, 2015 (the 'New Warrant Expiry Date') at the price of $0.13 per Warrant Exercise Unit.
Subject to the receipt of formal approval of the Exchange to the incentive program and the resulting amendment to the Eligible Warrants, each holder of an Eligible Warrant who elects to exercise their Eligible Warrant at the price of $0.13 prior to the New Warrant Expiry Date of the incentive program will receive a unit (a 'Warrant Exercise Unit') comprised of one common share and one-half of a warrant (a 'New Warrant'). Each whole New Warrant will allow the holder to acquire an additional common share of the Company at a price of $0.20 per share until December 21, 2016. The New Warrants, and any shares issued upon exercise thereof, will be subject to a four-month hold period. If an Eligible Warrant holder chooses not to exercise their Eligible Warrants by the New Warrant Expiry Date, the Eligible Warrants will continue to be exercisable for common shares on the same terms that previously existed, as will the warrants held by insiders of the Company and pro group members.
About TriStar:
TriStar Gold is a gold exploration company focused on high-potential properties in Brazil. In addition to Castelo de Sonhos, TriStar holds another exploration project in the Tapajós district known as the Bom Jardim Property. The Company's shares are listed on the TSX Venture Exchange under the symbol TSG-V. Further information is available at www.Tristarau.com
For further information, please contact:
TriStar Gold Inc. Mark Jones III Chairman and CEO
281-579-3400
[email protected]
Neither 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.
Forward-Looking Statements
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. 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. 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.
TriStar Gold, Inc.
16360 Park Ten Place, Suite 125, Houston, Texas 77084 | Tel: 281.579.3400 Fax: 281.579.9799