{"success":true,"data":{"pressRelease":{"id":"164764","rtpr_id":"nNFCcdJ8KR-20261008","ticker":"TRS","exchange":"","all_tickers":["TRS"],"title":"Tres-Or Announces Signing of Definitive Share Exchange Agreement for Acquisition of the Stonecutter Diamond-Gold Project","author":"Newsfile Corp","published_at":"2026-10-08T19:55:20.568Z","article_body":"Vancouver, British Columbia--(Newsfile Corp. - October 8, 2026) - Tres-Or\nResources Ltd. (TSXV: TRS) (OTC Pink: TRSFF) (\"Tres-Or\" or the \"Company\") is\npleased to announce that it has entered into a definitive share exchange\nagreement dated October 7, 2026 (the \"Share Exchange Agreement\") with 2540575\nOntario Inc. (\"Ont-Co\") and Tres-Or TEC Holding, LP (\"TEC Holding\") for the\npreviously announced acquisition of the Stonecutter Diamond-Gold Project (the\n\"Stonecutter Project\") in northwestern Ontario (the \"Transaction\"). The\nTransaction was previously announced by the Company on July 13, 2026 in\nconnection with the signing of a non-binding letter of intent. All currency\nreferences herein are in Canadian dollars unless otherwise indicated.\n\nLaura Lee Duffett, Tres-Or's CEO, stated: \"We are pleased to have reached this\nimportant milestone with the signing of the definitive Share Exchange\nAgreement for the Stonecutter Diamond-Gold Project. This agreement represents\nthe culmination of extensive due diligence and negotiations, and we look\nforward to advancing the Transaction through the shareholder approval process\nand toward closing.\"\n\nTransaction Terms\n\nPursuant to the Share Exchange Agreement, the Company will acquire all of the\nissued and outstanding common shares of Ont-Co from TEC Holding in exchange\nfor the issuance of common shares of the Company (\"Company Shares\") (the\n\"Share Exchange\"), following which Ont-Co will become a wholly owned\nsubsidiary of the Company. The Transaction is expected to constitute a reverse\ntake-over of the Company under the policies of the TSXV, as TEC Holding will\nown a majority of the outstanding Company Shares following closing. Ont-Co is\nan Ontario private company which, upon completion of a pre-closing\nreorganization, will be wholly owned by TEC Holding, a limited partnership\nmanaged by Third Eye Capital Corporation or its affiliates. Ont-Co holds the\nStonecutter Project, comprised of 111 patented and unpatented mining claims\ncovering approximately 16 km² near the town of Wawa, Ontario. Pursuant to the\nShare Exchange Agreement, TEC Holding will be entitled to receive:\n\na) 54,545,455 Company Shares (the \"Consideration Shares\") representing an\naggregate value of $3,000,000 (based on a price of $0.055 per share) plus\n1,661,145,Company Shares in satisfaction of certain expenses of Ont-Co\nassociated with the Transaction (\"RTO Expense Conversion Shares\");\nb) a follow-on payment of $1,000,000, payable in cash, Company Shares, or a\ncombination thereof, upon the Company filing a Mineral Resource Estimate\ncompliant with National Instrument 43-101 (\"NI 43-101\") containing an estimate\nof more than 1.0 million carats of commercial-sized diamonds;\nc) a lump-sum cash payment of $1,000,000 upon a commercial production decision\nfor the Stonecutter Project; and\nd) a 2% gross sales royalty on diamond and gold sales from the Stonecutter\nProject, up to a maximum aggregate amount of $28,000,000 (the \"Gross Sales\nRoyalty\").\n\nThe Consideration Shares and RTO Expense Conversion Shares will be subject to\nresale restrictions under applicable securities laws and may be subject to\nescrow under the policies of the TSXV. TEC Holding has also agreed to\nparticipate in the Tres-Or Share Financing (as defined below) with a lead\norder of 58% of the lesser of the aggregate gross proceeds of the Tres-Or\nShare Financing and $400,000.\n\nTres-Or Financing\n\nIn conjunction with the Transaction, Tres-Or intends to complete the following\nfinancings and conversions (collectively, the \"Tres-Or Financing\"):\n\na) a non-brokered private placement of approximately 7,272,727 Company Shares\nat an expected price of $0.055 per share for gross proceeds of approximately\n$400,000, to be used for working capital purposes (the \"Tres-Or Share\nFinancing\");\nb) a non-brokered private placement of between 5,405,405 and 6,756,756\nflow-through shares at a price of $0.074 per flow-through share for gross\nproceeds of between $400,000 and $500,000;\nc) conversion of approximately $736,546 of the Company's accounts payable\nowing as of February 28, 2026 into 13,391,746 Company Shares at a price of\n$0.055 per share (the \"Debt Conversion\"); and\nd) conversion of loans advanced by insiders of the Company to fund Transaction\ncosts, in an estimated aggregate amount of $112,863, into an estimated\n2,052,054 Company Shares at a price of $0.055 per share.\n\nThe Company currently has 25,233,863 Company Shares issued and outstanding.\nAssuming completion of the Debt Conversion and the maximum Tres-Or Financing,\nit is estimated that there will be approximately 54,707,146 Company Shares\noutstanding prior to the issuance of the Consideration Shares and the RTO\nExpense Conversion Shares, and approximately 110,913,746 Company Shares\noutstanding following the completion of the Transaction.\n\nFor further details regarding the Transaction, including information about\nOnt-Co, the Stonecutter Project, proposed directors and officers, share\nstructure, insiders and control persons, selected financial information for\nOnt-Co, and other terms, please refer to the Company's news release dated July\n13, 2026, available under Tres-Or's SEDAR+ profile at www.sedarplus.ca and\nwebsite at www.tres-or.com.\n\nTrading in Tres-Or Common Shares\n\nTrading in Company Shares has been halted in compliance with the policies of\nthe TSX Venture Exchange (the \"TSXV\" or the \"Exchange\"). Trading in Company\nShares will remain halted pending the review of the Transaction by the TSXV\nand satisfaction of the conditions of the TSXV for resumption of trading. It\nis possible that trading of Company Shares will not resume prior to the\nclosing of the Transaction.\n\nConditions Precedent\n\nThe completion of the Transaction remains subject to a number of terms and\nconditions set forth in the Share Exchange Agreement, including, among other\nthings: (i) approval of the shareholders of the Company at an annual general\nand special meeting of shareholders; (ii) acceptance of the Transaction by the\nTSXV and the listing of the Consideration Shares and RTO Expense Conversion\nShares; (iii) completion of the Tres-Or Financing for not less than the\nminimum amounts contemplated by the Share Exchange Agreement, and completion\nof the Debt Conversion; (iv) completion of a reorganization of Ont-Co pursuant\nto which TEC Holding will become the sole shareholder of Ont-Co, and the\ntermination and discharge of Ont-Co's existing credit facility and all related\nliens; (v) the Company and TEC Holding entering into a definitive royalty\nagreement and an investor rights agreement; (vi) there being no material\nadverse change in respect of either the Company or Ont-Co; (vii) the receipt\nof all necessary consents, orders and regulatory approvals; and (viii) such\nother customary conditions of closing. Closing is currently scheduled to occur\non December 15, 2026, and either the Company or Ont-Co may terminate the Share\nExchange Agreement if closing has not occurred on or before December 31, 2026\n(or such later date as they may agree). There can be no assurance that the\nTransaction will be completed on the terms proposed, or at all.\n\nShareholder Meeting\n\nTres-Or anticipates calling an annual general and special meeting of\nshareholders to approve certain matters including the election of the board of\ndirectors of the Resulting Issuer (as defined below), the appointment of\nDavidson & Company LLP as auditors of the Resulting Issuer, the ratification\nof share compensation arrangements of the Resulting Issuer and the approval of\nthe Share Exchange.\n\nProposed Board of Directors\n\nPursuant to the Share Exchange Agreement, upon completion of the Transaction,\nit is expected that the board of directors of the Company following closing\n(the \"Resulting Issuer\") will be comprised of the following individuals,\nsubject to compliance with the requirements of the TSXV and applicable\nsecurities and corporate laws:\n\na) Laura Lee Duffett - Director, CEO, President and Secretary;\nb) Kenneth Johnson - Director;\nc) Martin Doyle, P.Geo., MBA - Director;\nd) Michael Niklaus - Director (nominated by TEC Holding); and\ne) one additional qualified individual to be nominated by TEC Holding.\n\nPursuant to the investor rights agreement to be entered into at closing, for\nso long as TEC Holding, directly or indirectly, beneficially owns more than\n30% of the outstanding Company Shares, it will be entitled to nominate two\ndirectors to the board of the Resulting Issuer, and for so long as it owns 10%\nor more but not more than 30%, TEC Holding will be entitled to nominate one\ndirector. Biographical information regarding the proposed directors was\nincluded in the Company's news release dated July 13, 2026.\n\nAbout Tres-Or\n\nTres-Or is a Canadian mineral exploration company incorporated in the Province\nof British Columbia in 1986 and listed on the TSX Venture Exchange under the\nsymbol \"TRS\". Tres-Or is focused on the discovery and development of diamond\nand gold deposits in Canada, with a portfolio of exploration projects in\nQuébec and Ontario. Leveraging extensive technical expertise in diamond and\ngold exploration, the Company is dedicated to advancing high-potential mineral\nassets and creating long-term value for shareholders through responsible\nresource development.\n\nQualified Person\n\nThe technical content of this news release has been reviewed and approved by\nCarl Verley, P.Geo., who is a qualified person as defined under NI 43-101.\n\nFurther Information\n\nAdditional information concerning the Transaction, Tres-Or, Ont-Co and the\nResulting Issuer will be provided in an information circular to be filed by\nthe Company in connection with the annual general and special meeting of\nshareholders, which will be available in due course under Tres-Or's SEDAR+\nprofile at www.sedarplus.ca.\n\nFor further information regarding the Transaction, please contact:\n\nTres-Or Resources Ltd.\nLaura Lee Duffett, President & CEO\nTel: +1 (604) 541-8376\nEmail: Info@tres-or.com\n\nDean Claridge, Business Development\nTel: +1 (604) 688-8700\nEmail: deanclaridge@tres-or.com\n\nWebsite: https://www.tres-or.com\n\n2540575 Ontario Inc.\n181 Bay Street, Suite 2830\nToronto, Ontario M5J 2T3\nTel: (416) 601-2270\n\nCautionary Note on Forward-Looking Statements\n\nThis news release contains certain \"forward-looking statements\" and\n\"forward-looking information\" within the meaning of applicable securities laws\n(collectively, \"forward-looking statements\"), including, without limitation,\nstatements regarding: the proposed Transaction and the terms of the Share\nExchange Agreement; the completion and timing of the Transaction, the Tres-Or\nFinancing and the debt and expense conversions; the expected ownership\nstructure of the Resulting Issuer; the receipt of shareholder, Exchange and\nother regulatory or third-party approvals, acceptances and consents; the\ntiming of the annual general and special meeting of shareholders; the proposed\nmanagement and board of the Resulting Issuer; the appointment of auditors; the\nresumption of trading in Company Shares; and the Company's plans, objectives,\nexpectations and strategies. Forward-looking statements are often, but not\nalways, identified by words such as \"anticipates\", \"believes\", \"expects\",\n\"intends\", \"plans\", \"projects\", \"estimates\", \"may\", \"will\", \"would\", \"could\",\n\"should\" and similar expressions.\n\nForward-looking statements are based on a number of assumptions considered\nreasonable by management as of the date hereof, including, without limitation,\nassumptions regarding: the satisfaction of all conditions precedent to closing\nof the Transaction in a timely manner; the completion of the Tres-Or Financing\non the terms contemplated; the receipt of all required approvals, acceptances\nand consents on acceptable terms; the continued accuracy of historical\nexploration data; and the absence of material adverse changes affecting\nTres-Or, Ont-Co, the Stonecutter Project or capital markets generally.\nAlthough the Company believes these assumptions and expectations are\nreasonable, forward-looking statements are not guarantees of future\nperformance and undue reliance should not be placed on them.\n\nActual results or events may differ materially from those expressed or implied\nby the forward-looking statements as a result of risks, uncertainties and\nother factors, including, without limitation: the risk that the Transaction is\nnot completed on the terms described herein or at all; failure to obtain\nshareholder, Exchange or other regulatory approvals; inability to complete the\nminimum Tres-Or Financing; changes to the proposed terms or economics of the\nTransaction; risks relating to halted trading and the timing or ability to\nresume trading in Company Shares; risks relating to the interpretation of\nhistorical exploration results; uncertainties relating to exploration,\npermitting, environmental matters, title and commodity prices; and general\nbusiness, economic, market and financing conditions.\n\nCompletion of the Transaction is subject to a number of conditions, including,\nbut not limited to, Exchange acceptance and, if applicable, disinterested\nshareholder approval. Where applicable, the Transaction cannot close until the\nrequired shareholder approval is obtained. There can be no assurance that the\nTransaction will be completed as proposed or at all.\n\nInvestors are cautioned that, except as disclosed in the management\ninformation circular or filing statement to be prepared in connection with the\nTransaction, any information released or received with respect to the\nTransaction may not be accurate or complete and should not be relied upon.\nTrading in the securities of the Company should be considered highly\nspeculative.\n\nThe TSX Venture Exchange Inc. has in no way passed upon the merits of the\nproposed transaction and has neither approved nor disapproved the contents of\nthis news release.\n\nNeither TSX Venture Exchange nor its Regulation Services Provider accepts\nresponsibility for the adequacy or accuracy of this release.\n\nNOT FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES OR DISSEMINATION IN THE\nUNITED STATES. THIS NEWS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL OR A\nSOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES IN THE UNITED STATES.\nTHE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED\nSTATES SECURITIES ACT OF 1933, AS AMENDED (THE \"U.S. SECURITIES ACT\") OR ANY\nSTATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES\nOR TO U.S. PERSONS UNLESS REGISTERED UNDER THE U.S. SECURITIES ACT AND\nAPPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS\nAVAILABLE. THIS NEWS RELEASE DOES NOT CONSTITUTE AN OFFER OR SALE OF\nSECURITIES IN THE UNITED STATES.\n\n\nTo view the source version of this press release, please visit\nhttps://www.newsfilecorp.com/release/318144","article_body_html":"","raw_payload":{"data":{"id":"nNFCcdJ8KR-20261008","title":"Tres-Or Announces Signing of Definitive Share Exchange Agreement for Acquisition of the Stonecutter Diamond-Gold Project","author":"Newsfile Corp","ticker":"TRS","created":"2026-10-08T19:55:20.568Z","tickers":["TRS"],"exchange":"","article_body":"Vancouver, British Columbia--(Newsfile Corp. - October 8, 2026) - Tres-Or\nResources Ltd. (TSXV: TRS) (OTC Pink: TRSFF) (\"Tres-Or\" or the \"Company\") is\npleased to announce that it has entered into a definitive share exchange\nagreement dated October 7, 2026 (the \"Share Exchange Agreement\") with 2540575\nOntario Inc. (\"Ont-Co\") and Tres-Or TEC Holding, LP (\"TEC Holding\") for the\npreviously announced acquisition of the Stonecutter Diamond-Gold Project (the\n\"Stonecutter Project\") in northwestern Ontario (the \"Transaction\"). The\nTransaction was previously announced by the Company on July 13, 2026 in\nconnection with the signing of a non-binding letter of intent. All currency\nreferences herein are in Canadian dollars unless otherwise indicated.\n\nLaura Lee Duffett, Tres-Or's CEO, stated: \"We are pleased to have reached this\nimportant milestone with the signing of the definitive Share Exchange\nAgreement for the Stonecutter Diamond-Gold Project. This agreement represents\nthe culmination of extensive due diligence and negotiations, and we look\nforward to advancing the Transaction through the shareholder approval process\nand toward closing.\"\n\nTransaction Terms\n\nPursuant to the Share Exchange Agreement, the Company will acquire all of the\nissued and outstanding common shares of Ont-Co from TEC Holding in exchange\nfor the issuance of common shares of the Company (\"Company Shares\") (the\n\"Share Exchange\"), following which Ont-Co will become a wholly owned\nsubsidiary of the Company. The Transaction is expected to constitute a reverse\ntake-over of the Company under the policies of the TSXV, as TEC Holding will\nown a majority of the outstanding Company Shares following closing. Ont-Co is\nan Ontario private company which, upon completion of a pre-closing\nreorganization, will be wholly owned by TEC Holding, a limited partnership\nmanaged by Third Eye Capital Corporation or its affiliates. Ont-Co holds the\nStonecutter Project, comprised of 111 patented and unpatented mining claims\ncovering approximately 16 km² near the town of Wawa, Ontario. Pursuant to the\nShare Exchange Agreement, TEC Holding will be entitled to receive:\n\na) 54,545,455 Company Shares (the \"Consideration Shares\") representing an\naggregate value of $3,000,000 (based on a price of $0.055 per share) plus\n1,661,145,Company Shares in satisfaction of certain expenses of Ont-Co\nassociated with the Transaction (\"RTO Expense Conversion Shares\");\nb) a follow-on payment of $1,000,000, payable in cash, Company Shares, or a\ncombination thereof, upon the Company filing a Mineral Resource Estimate\ncompliant with National Instrument 43-101 (\"NI 43-101\") containing an estimate\nof more than 1.0 million carats of commercial-sized diamonds;\nc) a lump-sum cash payment of $1,000,000 upon a commercial production decision\nfor the Stonecutter Project; and\nd) a 2% gross sales royalty on diamond and gold sales from the Stonecutter\nProject, up to a maximum aggregate amount of $28,000,000 (the \"Gross Sales\nRoyalty\").\n\nThe Consideration Shares and RTO Expense Conversion Shares will be subject to\nresale restrictions under applicable securities laws and may be subject to\nescrow under the policies of the TSXV. TEC Holding has also agreed to\nparticipate in the Tres-Or Share Financing (as defined below) with a lead\norder of 58% of the lesser of the aggregate gross proceeds of the Tres-Or\nShare Financing and $400,000.\n\nTres-Or Financing\n\nIn conjunction with the Transaction, Tres-Or intends to complete the following\nfinancings and conversions (collectively, the \"Tres-Or Financing\"):\n\na) a non-brokered private placement of approximately 7,272,727 Company Shares\nat an expected price of $0.055 per share for gross proceeds of approximately\n$400,000, to be used for working capital purposes (the \"Tres-Or Share\nFinancing\");\nb) a non-brokered private placement of between 5,405,405 and 6,756,756\nflow-through shares at a price of $0.074 per flow-through share for gross\nproceeds of between $400,000 and $500,000;\nc) conversion of approximately $736,546 of the Company's accounts payable\nowing as of February 28, 2026 into 13,391,746 Company Shares at a price of\n$0.055 per share (the \"Debt Conversion\"); and\nd) conversion of loans advanced by insiders of the Company to fund Transaction\ncosts, in an estimated aggregate amount of $112,863, into an estimated\n2,052,054 Company Shares at a price of $0.055 per share.\n\nThe Company currently has 25,233,863 Company Shares issued and outstanding.\nAssuming completion of the Debt Conversion and the maximum Tres-Or Financing,\nit is estimated that there will be approximately 54,707,146 Company Shares\noutstanding prior to the issuance of the Consideration Shares and the RTO\nExpense Conversion Shares, and approximately 110,913,746 Company Shares\noutstanding following the completion of the Transaction.\n\nFor further details regarding the Transaction, including information about\nOnt-Co, the Stonecutter Project, proposed directors and officers, share\nstructure, insiders and control persons, selected financial information for\nOnt-Co, and other terms, please refer to the Company's news release dated July\n13, 2026, available under Tres-Or's SEDAR+ profile at www.sedarplus.ca and\nwebsite at www.tres-or.com.\n\nTrading in Tres-Or Common Shares\n\nTrading in Company Shares has been halted in compliance with the policies of\nthe TSX Venture Exchange (the \"TSXV\" or the \"Exchange\"). Trading in Company\nShares will remain halted pending the review of the Transaction by the TSXV\nand satisfaction of the conditions of the TSXV for resumption of trading. It\nis possible that trading of Company Shares will not resume prior to the\nclosing of the Transaction.\n\nConditions Precedent\n\nThe completion of the Transaction remains subject to a number of terms and\nconditions set forth in the Share Exchange Agreement, including, among other\nthings: (i) approval of the shareholders of the Company at an annual general\nand special meeting of shareholders; (ii) acceptance of the Transaction by the\nTSXV and the listing of the Consideration Shares and RTO Expense Conversion\nShares; (iii) completion of the Tres-Or Financing for not less than the\nminimum amounts contemplated by the Share Exchange Agreement, and completion\nof the Debt Conversion; (iv) completion of a reorganization of Ont-Co pursuant\nto which TEC Holding will become the sole shareholder of Ont-Co, and the\ntermination and discharge of Ont-Co's existing credit facility and all related\nliens; (v) the Company and TEC Holding entering into a definitive royalty\nagreement and an investor rights agreement; (vi) there being no material\nadverse change in respect of either the Company or Ont-Co; (vii) the receipt\nof all necessary consents, orders and regulatory approvals; and (viii) such\nother customary conditions of closing. Closing is currently scheduled to occur\non December 15, 2026, and either the Company or Ont-Co may terminate the Share\nExchange Agreement if closing has not occurred on or before December 31, 2026\n(or such later date as they may agree). There can be no assurance that the\nTransaction will be completed on the terms proposed, or at all.\n\nShareholder Meeting\n\nTres-Or anticipates calling an annual general and special meeting of\nshareholders to approve certain matters including the election of the board of\ndirectors of the Resulting Issuer (as defined below), the appointment of\nDavidson & Company LLP as auditors of the Resulting Issuer, the ratification\nof share compensation arrangements of the Resulting Issuer and the approval of\nthe Share Exchange.\n\nProposed Board of Directors\n\nPursuant to the Share Exchange Agreement, upon completion of the Transaction,\nit is expected that the board of directors of the Company following closing\n(the \"Resulting Issuer\") will be comprised of the following individuals,\nsubject to compliance with the requirements of the TSXV and applicable\nsecurities and corporate laws:\n\na) Laura Lee Duffett - Director, CEO, President and Secretary;\nb) Kenneth Johnson - Director;\nc) Martin Doyle, P.Geo., MBA - Director;\nd) Michael Niklaus - Director (nominated by TEC Holding); and\ne) one additional qualified individual to be nominated by TEC Holding.\n\nPursuant to the investor rights agreement to be entered into at closing, for\nso long as TEC Holding, directly or indirectly, beneficially owns more than\n30% of the outstanding Company Shares, it will be entitled to nominate two\ndirectors to the board of the Resulting Issuer, and for so long as it owns 10%\nor more but not more than 30%, TEC Holding will be entitled to nominate one\ndirector. Biographical information regarding the proposed directors was\nincluded in the Company's news release dated July 13, 2026.\n\nAbout Tres-Or\n\nTres-Or is a Canadian mineral exploration company incorporated in the Province\nof British Columbia in 1986 and listed on the TSX Venture Exchange under the\nsymbol \"TRS\". Tres-Or is focused on the discovery and development of diamond\nand gold deposits in Canada, with a portfolio of exploration projects in\nQuébec and Ontario. Leveraging extensive technical expertise in diamond and\ngold exploration, the Company is dedicated to advancing high-potential mineral\nassets and creating long-term value for shareholders through responsible\nresource development.\n\nQualified Person\n\nThe technical content of this news release has been reviewed and approved by\nCarl Verley, P.Geo., who is a qualified person as defined under NI 43-101.\n\nFurther Information\n\nAdditional information concerning the Transaction, Tres-Or, Ont-Co and the\nResulting Issuer will be provided in an information circular to be filed by\nthe Company in connection with the annual general and special meeting of\nshareholders, which will be available in due course under Tres-Or's SEDAR+\nprofile at www.sedarplus.ca.\n\nFor further information regarding the Transaction, please contact:\n\nTres-Or Resources Ltd.\nLaura Lee Duffett, President & CEO\nTel: +1 (604) 541-8376\nEmail: Info@tres-or.com\n\nDean Claridge, Business Development\nTel: +1 (604) 688-8700\nEmail: deanclaridge@tres-or.com\n\nWebsite: https://www.tres-or.com\n\n2540575 Ontario Inc.\n181 Bay Street, Suite 2830\nToronto, Ontario M5J 2T3\nTel: (416) 601-2270\n\nCautionary Note on Forward-Looking Statements\n\nThis news release contains certain \"forward-looking statements\" and\n\"forward-looking information\" within the meaning of applicable securities laws\n(collectively, \"forward-looking statements\"), including, without limitation,\nstatements regarding: the proposed Transaction and the terms of the Share\nExchange Agreement; the completion and timing of the Transaction, the Tres-Or\nFinancing and the debt and expense conversions; the expected ownership\nstructure of the Resulting Issuer; the receipt of shareholder, Exchange and\nother regulatory or third-party approvals, acceptances and consents; the\ntiming of the annual general and special meeting of shareholders; the proposed\nmanagement and board of the Resulting Issuer; the appointment of auditors; the\nresumption of trading in Company Shares; and the Company's plans, objectives,\nexpectations and strategies. Forward-looking statements are often, but not\nalways, identified by words such as \"anticipates\", \"believes\", \"expects\",\n\"intends\", \"plans\", \"projects\", \"estimates\", \"may\", \"will\", \"would\", \"could\",\n\"should\" and similar expressions.\n\nForward-looking statements are based on a number of assumptions considered\nreasonable by management as of the date hereof, including, without limitation,\nassumptions regarding: the satisfaction of all conditions precedent to closing\nof the Transaction in a timely manner; the completion of the Tres-Or Financing\non the terms contemplated; the receipt of all required approvals, acceptances\nand consents on acceptable terms; the continued accuracy of historical\nexploration data; and the absence of material adverse changes affecting\nTres-Or, Ont-Co, the Stonecutter Project or capital markets generally.\nAlthough the Company believes these assumptions and expectations are\nreasonable, forward-looking statements are not guarantees of future\nperformance and undue reliance should not be placed on them.\n\nActual results or events may differ materially from those expressed or implied\nby the forward-looking statements as a result of risks, uncertainties and\nother factors, including, without limitation: the risk that the Transaction is\nnot completed on the terms described herein or at all; failure to obtain\nshareholder, Exchange or other regulatory approvals; inability to complete the\nminimum Tres-Or Financing; changes to the proposed terms or economics of the\nTransaction; risks relating to halted trading and the timing or ability to\nresume trading in Company Shares; risks relating to the interpretation of\nhistorical exploration results; uncertainties relating to exploration,\npermitting, environmental matters, title and commodity prices; and general\nbusiness, economic, market and financing conditions.\n\nCompletion of the Transaction is subject to a number of conditions, including,\nbut not limited to, Exchange acceptance and, if applicable, disinterested\nshareholder approval. Where applicable, the Transaction cannot close until the\nrequired shareholder approval is obtained. There can be no assurance that the\nTransaction will be completed as proposed or at all.\n\nInvestors are cautioned that, except as disclosed in the management\ninformation circular or filing statement to be prepared in connection with the\nTransaction, any information released or received with respect to the\nTransaction may not be accurate or complete and should not be relied upon.\nTrading in the securities of the Company should be considered highly\nspeculative.\n\nThe TSX Venture Exchange Inc. has in no way passed upon the merits of the\nproposed transaction and has neither approved nor disapproved the contents of\nthis news release.\n\nNeither TSX Venture Exchange nor its Regulation Services Provider accepts\nresponsibility for the adequacy or accuracy of this release.\n\nNOT FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES OR DISSEMINATION IN THE\nUNITED STATES. THIS NEWS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL OR A\nSOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES IN THE UNITED STATES.\nTHE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED\nSTATES SECURITIES ACT OF 1933, AS AMENDED (THE \"U.S. SECURITIES ACT\") OR ANY\nSTATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES\nOR TO U.S. PERSONS UNLESS REGISTERED UNDER THE U.S. SECURITIES ACT AND\nAPPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS\nAVAILABLE. THIS NEWS RELEASE DOES NOT CONSTITUTE AN OFFER OR SALE OF\nSECURITIES IN THE UNITED STATES.\n\n\nTo view the source version of this press release, please visit\nhttps://www.newsfilecorp.com/release/318144"},"type":"article","timestamp":"2026-10-08T19:55:20.624370822Z","server_sent_at_ms":1791489320624},"received_at":"2026-10-08T19:55:20.794Z","source_url":"https://www.newsfilecorp.com/release/318144"},"analysis":{"id":"153173","press_release_id":"164764","analysis_json":{"industry":{"label":"Metals & Mining","sector":"Materials"},"redFlags":["share count expands more than 4x (25.2M to ~110.9M shares) via consideration shares, financings and debt conversions","trading halted pending TSXV review and may not resume before closing","TEC Holding/Third Eye Capital will take majority control — reverse take-over changes control","financing priced at $0.055 with heavy insider participation in debt conversion","2% gross sales royalty up to $28,000,000 burdens future project economics","transaction completion not assured — multiple conditions precedent and termination right after December 31, 2026"],"eventType":"m_and_a","narrative":"Tres-Or has signed a definitive share exchange agreement to acquire the Stonecutter Diamond-Gold Project near Wawa, Ontario, in a deal expected to constitute a reverse take-over, with TEC Holding owning a majority of shares post-closing.\n\nConsideration comprises 54,545,455 shares valued at $3,000,000 at $0.055, contingent payments of $1,000,000 each on an NI 43-101 resource above 1.0M carats and on commercial production, plus a 2% gross sales royalty capped at $28,000,000.\n\nConcurrent financings and debt conversions will expand shares outstanding from 25.2 million to roughly 110.9 million — more than a fourfold increase — with trading in TRS shares halted pending TSXV review.\n\nClosing is scheduled for December 15, 2026, subject to shareholder approval, Exchange acceptance and other conditions; either party may terminate if closing has not occurred by December 31, 2026.","sentiment":"mixed","agentHooks":{"shouldPost":true,"suggestedAngle":"Micro-cap RTO signed for Stonecutter diamond-gold project — but existing holders face >4x dilution and an indefinite trading halt pending TSXV review."},"keyFigures":{"dealValueUsd":"$3,000,000 (Consideration Shares)","offeringPrice":"$0.055","sharesOffered":"54,545,455 Consideration Shares plus 1,661,145 RTO Expense Conversion Shares; financings of ~7,272,727 shares and 5,405,405-6,756,756 flow-through shares","customDimensions":{"project_area":"~16 km²","mining_claims":111,"debt_conversion":"$736,546 into 13,391,746 shares","expected_closing":"December 15, 2026","follow_on_payment":"$1,000,000 on NI 43-101 resource >1.0M carats","gross_sales_royalty":"2% capped at $28,000,000","insider_loan_conversion":"$112,863 into ~2,052,054 shares","shares_outstanding_current":25233863,"production_milestone_payment":"$1,000,000 on commercial production decision","shares_outstanding_post_transaction":110913746}},"quotedText":"This agreement represents the culmination of extensive due diligence and negotiations, and we look forward to advancing the Transaction through the shareholder approval process and toward closing.","namedEntities":{"people":[{"name":"Laura Lee Duffett","role":"CEO and President"},{"name":"Kenneth Johnson","role":"proposed Director"},{"name":"Martin Doyle, P.Geo., MBA","role":"proposed Director"},{"name":"Michael Niklaus","role":"proposed Director (TEC Holding nominee)"},{"name":"Carl Verley, P.Geo.","role":"Qualified Person"},{"name":"Dean Claridge","role":"Business Development"}],"products":["Stonecutter Diamond-Gold Project"],"companies":[{"name":"Tres-Or Resources Ltd.","ticker":"TRS","relationship":"filer/acquirer"},{"name":"2540575 Ontario Inc.","relationship":"target (holds Stonecutter Project)"},{"name":"Tres-Or TEC Holding, LP","relationship":"vendor / post-closing majority shareholder"},{"name":"Third Eye Capital Corporation","relationship":"manager of TEC Holding"},{"name":"Davidson & Company LLP","relationship":"proposed auditor"}],"dollarAmounts":[{"amount":"$3,000,000","context":"aggregate value of Consideration Shares at $0.055"},{"amount":"$1,000,000","context":"follow-on payment on NI 43-101 resource >1.0M carats"},{"amount":"$1,000,000","context":"payment on commercial production decision"},{"amount":"$28,000,000","context":"cap on 2% gross sales royalty"},{"amount":"$400,000","context":"Tres-Or Share Financing gross proceeds"},{"amount":"$400,000 and $500,000","context":"flow-through share placement range"},{"amount":"$736,546","context":"accounts payable converted to shares"},{"amount":"$112,863","context":"insider loans converted to shares"}]},"materialImpact":{"score":3,"reasoning":"Definitive agreement signed for a TSXV reverse take-over of the Stonecutter Diamond-Gold Project, but the deal triggers >4x share count expansion (25.2M to ~110.9M shares), a $400K-$900K financing at $0.055, and TSXV review with trading halted. Material for a micro-cap, but not a market-moving large-cap event."},"tickerRelevance":{"others":[{"ticker":"TRSFF","relevance":"OTC Pink ticker of the same issuer"}],"primary":"TRS"},"globalImportance":12,"audienceRelevance":8,"eventTypeSecondary":["offering","dilution"],"importanceComponents":{"tickerTier":"micro-cap","eventGravity":"definitive RTO agreement with major dilution","householdBrandBoost":0,"marketCapAdjustment":"very small issuer, TSXV-listed","retailFavoriteBoost":0}},"event_type":"m_and_a","event_type_secondary":["offering","dilution"],"sentiment":"mixed","material_impact_score":3,"narrative":"Tres-Or has signed a definitive share exchange agreement to acquire the Stonecutter Diamond-Gold Project near Wawa, Ontario, in a deal expected to constitute a reverse take-over, with TEC Holding owning a majority of shares post-closing.\n\nConsideration comprises 54,545,455 shares valued at $3,000,000 at $0.055, contingent payments of $1,000,000 each on an NI 43-101 resource above 1.0M carats and on commercial production, plus a 2% gross sales royalty capped at $28,000,000.\n\nConcurrent financings and debt conversions will expand shares outstanding from 25.2 million to roughly 110.9 million — more than a fourfold increase — with trading in TRS shares halted pending TSXV review.\n\nClosing is scheduled for December 15, 2026, subject to shareholder approval, Exchange acceptance and other conditions; either party may terminate if closing has not occurred by December 31, 2026.","key_figures":{"dealValueUsd":"$3,000,000 (Consideration Shares)","offeringPrice":"$0.055","sharesOffered":"54,545,455 Consideration Shares plus 1,661,145 RTO Expense Conversion Shares; financings of ~7,272,727 shares and 5,405,405-6,756,756 flow-through shares","customDimensions":{"project_area":"~16 km²","mining_claims":111,"debt_conversion":"$736,546 into 13,391,746 shares","expected_closing":"December 15, 2026","follow_on_payment":"$1,000,000 on NI 43-101 resource >1.0M carats","gross_sales_royalty":"2% capped at $28,000,000","insider_loan_conversion":"$112,863 into ~2,052,054 shares","shares_outstanding_current":25233863,"production_milestone_payment":"$1,000,000 on commercial production decision","shares_outstanding_post_transaction":110913746}},"named_entities":{"people":[{"name":"Laura Lee Duffett","role":"CEO and President"},{"name":"Kenneth Johnson","role":"proposed Director"},{"name":"Martin Doyle, P.Geo., MBA","role":"proposed Director"},{"name":"Michael Niklaus","role":"proposed Director (TEC Holding nominee)"},{"name":"Carl Verley, P.Geo.","role":"Qualified Person"},{"name":"Dean Claridge","role":"Business Development"}],"products":["Stonecutter Diamond-Gold Project"],"companies":[{"name":"Tres-Or Resources Ltd.","ticker":"TRS","relationship":"filer/acquirer"},{"name":"2540575 Ontario Inc.","relationship":"target (holds Stonecutter Project)"},{"name":"Tres-Or TEC Holding, LP","relationship":"vendor / post-closing majority shareholder"},{"name":"Third Eye Capital Corporation","relationship":"manager of TEC Holding"},{"name":"Davidson & Company LLP","relationship":"proposed auditor"}],"dollarAmounts":[{"amount":"$3,000,000","context":"aggregate value of Consideration Shares at $0.055"},{"amount":"$1,000,000","context":"follow-on payment on NI 43-101 resource >1.0M carats"},{"amount":"$1,000,000","context":"payment on commercial production decision"},{"amount":"$28,000,000","context":"cap on 2% gross sales royalty"},{"amount":"$400,000","context":"Tres-Or Share Financing gross proceeds"},{"amount":"$400,000 and $500,000","context":"flow-through share placement range"},{"amount":"$736,546","context":"accounts payable converted to shares"},{"amount":"$112,863","context":"insider loans converted to shares"}]},"model_name":"glm-5.3-flashx","prompt_hash":"sha256:5c812bd9e28b810d","schema_hash":"sha256:05005c02d9cffac9","created_at":"2026-10-08T19:55:31.266Z","global_importance":12,"audience_relevance":8,"importance_components":{"tickerTier":"micro-cap","eventGravity":"definitive RTO agreement with major dilution","householdBrandBoost":0,"marketCapAdjustment":"very small issuer, TSXV-listed","retailFavoriteBoost":0}},"durationMs":10453,"modelName":"glm-5.3-flashx"}}