TSTR.L Regulatory News (TSTR)

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

Result of General Meeting

5 August 2015

Tri-Star announces that, at the General Meeting convened earlier today to approve the Placing, Subscription and issue of Loan Notes (as announced on 20 July 2015), the Resolutions were duly passed. 

Placing and Subscription

The Company has raised £1.5 million (before expenses) through the placing of 1,278,000,000 new ordinary shares of 0.005 pence each in the Company ("Ordinary Shares") (the "Placing Shares") (the "Placing") and, by way of a subscription with the Company (the "Subscription"), the issue of 222,000,000 subscription shares (the "Subscription Shares") at a price of 0.10p per share (the "Issue Price").

Application has been made to the London Stock Exchange for the Placing Shares and the Subscription Shares to be admitted to trading on AIM ("Admission"). It is expected that such Admission will become effective and that dealings will commence at 8.00 a.m. tomorrow, 6 August 2015.

Loan Notes

In addition to the Placing and the Subscription, the Company conditionally agreed with Odey European Inc. ("OEI") the issue of a further £2 million secured convertible bonds due in 2018 (the "Loan Notes") to OEI in addition to the £6 million initial nominal value of Loan Notes presently in issue. This further £2 million tranche of Loan Notes will be drawn down immediately by Tri-Star.

On 10 June 2015, Tri-Star conditionally agreed with OEI a number of important revisions to the loan note instrument governing the terms of the Loan Notes of total initial nominal value of £6.0 million issued to OEI in two tranches in June 2013 and August 2014. All of the Loan Notes fall within the principal revised terms, implementation of which is conditional on Financial Close.

Use of proceeds

In order for Strategic & Precious Metals Processing LLC ("SPMP") a company registered in the Sultanate of Oman and in which Tri-Star owns 40%, to achieve financial close of the Oman Antimony Roaster ("OAR") ("Financial Close"), the Company is required to demonstrate to the other shareholders of SPMP and SPMP's third party debt providers that Tri-Star has access to committed funds to satisfy in full its equity contribution to SPMP.

The proceeds of the Fundraising together with the net proceeds from the sale of certain intellectual property rights (as announced on 5 June 2015) will be used to fulfil the Company's obligations on Financial Close as well as for other general corporate purposes. This important Fundraising by Tri-Star will enable the Company to finance its 40% equity share in the OAR joint venture forming part of the total US$70 million funding package which the joint venture has arranged.

SPMP will continue to work towards Financial Close.

The Company will continue to support its joint venture partners in bringing the OAR Project through construction and into production to become one of the first sizeable Western World antimony roasters designed to be fully compliant with modern environmental legislation.

Issue of Warrants

As part of their fee arrangements in connection with the Placing and Subscription, the Company has today issued 70,200,000 warrants to subscribe for Ordinary Shares to SP Angel Corporate Finance LLP ("SP Angel"). The warrants have an exercise price of 0.10 pence (being the Issue Price of the Placing and the Subscription) and may be exercised in whole at any time from 5 August 2015 to 5 August 2019. The warrants are equivalent to approximately 0.83 per cent of the Company's issued share capital following Admission.

Total Voting Rights

For the purposes of the FCA's Disclosure and Transparency Rules, the Company advises that the total number of shares in issue and total voting rights following Admission is 8,452,611,033 Ordinary Shares of 0.005p each.

Tri-Star does not currently hold any shares in treasury and, therefore, the above figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company.

Enquiries:

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.