TSTR.L Regulatory News (TSTR)

10 June 2015

Tri-Star Resources plc ("Tri-Star" or the "Company")

Conditional revision of loan note terms with Odey European, Inc.

Tri-Star, the AIM quoted company developing an antimony processing facility in Oman, announces that it has conditionally agreed with Odey European, Inc. ("OEI") a number of important revisions to the loan note instrument governing the terms of the convertible unsecured loan notes of total initial nominal value of £6.0m issued to OEI in two tranches in June 2013 and August 2014 (the "Loan Notes").

The principal revised terms are:

- Conversion price to be fixed at £0.0020 (0.2 pence) for the remainder of the term of the Loan Notes (until June 2018)

- That on maturity in June 2018, if a conversion notice has not been served previously, the Loan Notes will convert into equity at £0.0020 (0.2 pence), removing the existing option for OEI to otherwise have the loan notes redeemed in cash in full

The rate of interest accruing on the Loan Notes will remain unchanged (being a non-cash coupon of 15% per annum, calculated on a daily basis, and compounding half yearly). In addition, OEI will retain the option to serve a conversion notice at any time in the period to maturity of the Loan Notes in June 2018. Also, and as is presently the case, if the conversion of Loan Notes would result in OEI holding more than 29.9% of the Company's enlarged voting share capital, OEI will have the choice of either continuing to hold those Loan Notes the conversion of which would increase its holding of shares above 29.9% or to have those Loan Notes redeemed in cash.

The changes to the loan note instrument detailed above are conditional on Strategic & Precious Metals Processing LLC ("SPMP") achieving financial close of its Oman Antimony Roaster Project ("OAR"), a 20,000 tonne per year antimony roasting facility being developed in Sohar, Oman. Tri-Star owns 40% of SPMP. Financial close will be the entry by SPMP into a definitive facility agreement with respect to the debt financing of the project and other closing funding conditions as set out in the SPMP shareholders' agreement.

As at 31 May 2015, the outstanding principal and accrued interest of the Loan Notes stood at £7.4m.

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FORWARD LOOKING INFORMATION

This press release may contain "forward-looking information", as defined under applicable Canadian securities laws. Forward-looking information typically contains statements that relate to future, not past, events and often contains words such as "anticipate", "believe", "plan", "estimate", "expect", and "intend", statements that an action or event "may", "might", "could", "should", or "will" be taken or occur, or other similar expressions. There can be no assurance that the forward-looking information contained in this report will prove to be accurate, and actual results and future events could differ materially from those anticipated in such information.

All statements, other than statements of historical fact, included in this press release including, without limitation, relating to the OAR (as defined), the Company's intentions with respect to a gold roasting facility and plans for its mineral properties, constitute forward-looking information. Forward-looking information is based on a number of factors and assumptions which have been used to develop such information but which may prove to be incorrect, including, but not limited to, assumptions in connection with the ability to deliver any of the outcomes referred to in respect of the OAR, the ability to complete construction of the OAR, the availability of financing for the cost of the OAR on acceptable terms, or likewise any facility that might process refractory gold, and general economic and market conditions. Forward-looking information involves known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. Such factors include, among others, risks associated with changes in laws applicable to the OAR, the ability to raise finance on acceptable terms for any of the projects or facilities mentioned, the volatility of commodity and raw material prices, currency exchange rates and interest rates, global economic conditions and the additional risks identified in this press release or other reports and filings with applicable securities regulators. Forward-looking information in this press release is based on the Directors' beliefs, estimates and opinions on the date of this press release and the Company does not undertake to update publicly or revise the forward-looking information contained in this press release, except as required by applicable securities laws.

Any financial outlook or future-oriented financial information in this press release, as defined by applicable Canadian securities laws, has been approved by the Directors as of the date of this press release. Such financial outlook or future oriented financial information is provided for the purpose of providing information about the Company's current expectations and plans relating to the future. Readers are cautioned that such outlook or information should not be used for purposes other than for which it is disclosed in this press release.