TSTR.L Regulatory News (TSTR)

17 July 2015

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

In principle agreement to revision of Oman Antimony Roaster capital and funding structure

Tri-Star announces that it has, in principle, agreed revised terms with joint venture partners Oman Investment Fund ("OIF") and DNR Industries Ltd (formerly, Castell Investments Ltd) ("DNR") with respect to the capital structure of Strategic & Precious Metals Processing LLC ("SPMP"). SPMP is developing a 20,000 tonne per annum antimony processing facility in Oman, the Oman Antimony Roaster project ("OAR"). The Company has a 40% equity interest in SPMP.

Total overall OAR funding for SPMP remains at $70 million, as previously announced, but now this amount is expected to be made up as follows:

- $15 million of equity to be provided by the joint venture partners in proportion to their respective individual interests (previously $20 million);

- A mezzanine loan facility of $15 million (previously $10 million); and

- Senior debt of $40 million (unchanged)

Under these new terms, Tri-Star's required equity contribution to the joint venture on financial close decreases by $2 million, from $8 million to $6 million. The above revised financial terms remain subject to formal approval by each of OIF and DNR.

In relation to the sale of certain of the Company's intellectual property rights ("IPR") announced on 5 June 2015, Tri-Star confirms that it has delivered the two required third party commercial and technical reports in draft form to SPMP. SPMP has 28 days available to it to respond to the draft reports.

On acceptance of the reports by SPMP, the consideration for the sale of IPR would remain up to $6 million in cash, but will now be applied as follows:

- The first two tranches, totalling $4 million ($2.4 million net of Tri-Star's 40% equity funding commitment to SPMP) to be made available to Tri-Star for offset against the Company's now reduced equity commitment to the OAR of $6 million.

- The third $2 million tranche remains payable to Tri-Star on the commissioning of an antimony roasting pilot plant planned to be part of the overall OAR: the net proceeds of which will amount to the Company of $1.2 million, and will be used by Tri-Star for its general corporate purposes.

The sale of IPR to SPMP remains conditional on SPMP achieving financial close of the OAR, as previously announced. Financial close will be achieved by 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.

References in this press release to "$" means United States Dollars.

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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.