TSTR.L Regulatory News (TSTR)

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

Proposed issue of Convertible Bonds

18 July 2014

Tri-Star (AIM: TSTR), the integrated antimony development company, is pleased to announce that it has entered into a conditional agreement with Odey European Inc. ("Odey") in respect of the issue of a further £2 million secured convertible bonds due in 2018 (the "Convertible Bonds") to Odey (the "Fundraising"). 

The Convertible Bonds will be drawn down in one tranche immediately, conditional on the passing of the Resolution (as defined below) at a General Meeting ("GM") to be convened by the Company. 

The Fundraising represents the issue of a further tranche of the Convertible Bonds originally issued to Odey in June 2013.

The Convertible Bonds carry a non-cash coupon of 15% per annum which compounds half yearly and are secured by way of guarantees and debentures granted by Tri-Star Antimony Canada, Inc. and Rockport Mining Corp., the Company's Canadian subsidiaries which hold all of the Company's Canadian assets.

The Convertible Bonds will be issued and redeemable at 100% of their principal amount plus accrued interest and, unless previously redeemed, converted or cancelled, will mature in June 2018.

The Convertible Bonds are convertible at 100% of their principal amount plus accrued interest at the holder's option into ordinary shares of 0.005 pence each in the capital of the Company ("Ordinary Shares") at a conversion price which is fixed at the time of conversion at a 10% discount to the lower of:

• the latest equity funding round completed prior to the issue of the conversion notice; and

• any equity funding round completed within 10 business days following the issue of the conversion notice.

The Convertible Bonds will not be listed and are transferable.

Use of Proceeds

The Company continues to pursue its stated strategy of implementing the Antimony Roaster Project in the Sultanate of Oman (the "Roaster Project") and becoming an integrated antimony producer. The Board intends to utilise the funds raised in order to continue to develop the Roaster Project and also to provide working capital, generally.

General Meeting

As the Fundraising involves the issue of convertible bonds, in order for the Company to have sufficient authority to issue Ordinary Shares arising on conversion of the bonds, the Board is seeking shareholder approval of a special resolution to disapply statutory pre-emption rights (the "Resolution").

A circular detailing the Resolution and including notice of a GM will be posted to Shareholders as soon as practicable and will be made available on the Company's website at www.tri-starresources.com.

Enquiries:

About Tri-Star

Tri-Star is a focused antimony company whose management has many years' experience in trading and mining this critical mineral. The Company's objective is to become the leading integrated antimony metal and products manufacturer to western economy consumers utilising an environmentally advanced 20,000 tonnes per annum name plate capacity antimony metal and tri-oxide production facility in the Sultanate of Oman, with raw material supplied from its upstream resource projects in Turkey and Canada and from third party producers. The Company is seeking to utilise the technology of clean roasting of high value sulphide concentrates to apply to the processing of refractory gold ores.

 www.tri-starresources.com

This news 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 release 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 release including, without limitation, the viability of chemical processes, the financial assumptions, bases and outputs mentioned, use of the proceeds of the Fundraising, and statements relating to the GM and issuance of the Convertible Bonds, 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, the availability of financing 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 the ability to obtain shareholder approval of the Resolution and to satisfy all other conditions to closing of the Fundraising, changes in laws, 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 the Company's Annual Report and Financial Statements for the year ended 31 December 2013 or other reports and filings with applicable securities regulators. Forward-looking information in this release is based on the Directors' beliefs, estimates and opinions on the date of this release and the Company does not undertake to update publicly or revise the forward-looking information contained in this release, except as required by applicable securities laws.

Any financial outlook or future-oriented financial information in this release, as defined by applicable Canadian securities laws, has been approved by the Directors as of the date of this 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 release.