Tres-Or Announces $1 Million Private Placement for Drilling and Modern Microdiamond Testing Programs for its Guigues Diamond Exploration Project in Québec

/THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES/

VANCOUVER, May 28, 2019 /CNW/ - Tres-Or Resources Ltd. ("Tres-Or" or the "Company") (TSXV: TRS, OTCPK: TRSFF) is pleased to announce a non-brokered private placement for aggregate gross proceeds of up to $1,000,000 through the sale of Common Share Units (as defined herein) and Flow-Through Units (as defined herein) (the "Private Placement") to recapitalize the Company (the "Restructuring"). In conjunction with the Private Placement, the Company will seek to effect a 10:1 share consolidation (the "Consolidation"). The Company is also announcing its proposed work program to aggressively advance its Guigues diamond exploration project near Notre-Dame-du-Nord, Québec (the "Guigues Project"). All dollar amounts are in Canadian dollars.

• Non-brokered Private Placement for aggregate gross proceeds of up to $1,000,000
• 10:1 share consolidation in conjunction with the Private Placement
• $174,375 WMJ Loan has been converted from a demand loan to a term loan with an expiry date of March 1, 2021
• Flow-through proceeds to be used to fund a proposed $679,000 2019 exploration program for the purpose of collecting core samples for modern microdiamond testing of the Guigues pipe, which has never been done
• The Company will also develop two other high-priority kimberlite pipe targets to collect core samples for microdiamond testing in 2019
• Field work is expected to commence shortly after closing of the Private Placement, with drilling to commence near the end of the third quarter and microdiamond testing results expected to be reported near the end of the fourth quarter of 2019

Commenting on today's news, Laura Lee Duffett, Tres-Or's President & CEO stated, "As a result of renewed investor interest following a re-examination of historical work on the project, the Company strongly believes this Private Placement to fund exploration plans to advance the Guigues Project is in the best interest of the Company, especially in light of the challenging financing environment for mining and exploration companies."

Details of the Company's proposed 2019 diamond exploration program and budget are highlighted below in the section titled, "Private Placement Use of Proceeds".

The Company has posted a new investor presentation regarding the Guigues Project on its website's landing page (www.tres-or.com).

Private Placement Terms

The Company intends to issue a minimum of 1,973,685 post-Consolidation common share units at a price of $0.19 per unit (a "Common Share Unit" or "CS Unit") for gross proceeds of $375,000. Each CS Unit will consist of one common share and one transferable common share purchase warrant (a "Warrant"). Each Warrant will entitle the holder to purchase one additional common share of the Company at an exercise price of $0.28 for a period of three (3) years from the date of issue.

The Company also intends to issue up to 2,934,783 post-Consolidation flow-through units at a price of $0.23 per unit (a "Flow-Through Unit" or "FT Unit") for gross proceeds of up to $675,000. Each FT Unit will consist of one flow-through common share (a "FT Share") and one-half of one non-transferable common share purchase warrant (a "FT Warrant"). Each whole FT Warrant will entitle the holder to purchase one non-flow-through common share of the Company at an exercise price of $0.40 for a period of one (1) year from the date of issue. The FT Shares will entitle the holder to receive the tax benefits applicable to flow-through shares, in accordance with provisions of the Income Tax Act (Canada).

Private Placement Use of Proceeds

The gross proceeds from the issuance of FT Units will be used solely for Canadian Exploration Expenses ("CEE") that are "flow-through mining expenditures" (as such terms are defined in the Income Tax Act (Canada)) on the Company's Guigues Project in Québec. No proceeds from the FT Units will be used on the Company's gold projects. The flow-through eligible expenditures will be renounced to the subscribers with an effective date of no later than December 31, 2019, in an amount not less than the gross proceeds raised from the issuance of the FT Units. The net proceeds from the sale of the CS Units will be used to fund exploration, property-related expenses, and for general corporate and working capital purposes.

The gross proceeds from the FT Units will be used to fund a proposed 2019 exploration program to collect core samples for microdiamond testing of the Company's 100% owned Guigues kimberlite pipe, at an estimated cost of $679,000. Modern microdiamond testing has never been done on the Guigues kimberlite pipe. The Company also plans to develop two other high-priority kimberlite pipe targets to collect core samples for microdiamond testing in 2019. Field work is expected to commence shortly after closing of the Private Placement, with drilling to commence near the end of the third quarter and microdiamond testing results expected to be reported near the end of the fourth quarter.

A comprehensive description of the Company's 2019 exploration work program, budget, and rationale behind it, is presented in the Company's May 27, 2019 news release titled, "Tres-Or Announces Findings of Guigues Pipe Historical Work Re-Examination, Details of 2019 Drilling and Modern Microdiamond Testing Programs for its Guigues Diamond Exploration Project, and Reports that it is in Discussions Regarding the Optioning of its Fontana Gold Project", which is available on SEDAR and the Company's website.

Insiders Plan to Participate in the Private Placement

As at May 27, 2019, direct and indirect ownership of common shares by insiders of the Company (which includes officers, directors, and advisors) totals 28,423,171 pre-Consolidation and pre-Private Placement common shares, representing approximately 27% of the Company's current common shares issued and outstanding.

Certain insiders of the Company intend to participate in the Private Placement and are expected to subscribe for both CS Units and FT Units. Any participation by insiders in the offering would constitute a "related party transaction" as defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). However, the Company expects such participation would be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101, as neither the fair market value of the units subscribed for by the insiders, nor the consideration for the units paid by such insiders, would exceed 25% of the Company's market capitalization.

Private Placement Closing

The Private Placement is expected to close on or about June 10, 2019, and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and other approvals, including approval of the TSX Venture Exchange ("TSXV") and securities regulatory authorities. The Company may close the Private Placement in tranches at any time, at its discretion.

In connection with the Private Placement, the Company may pay, subject to TSXV approval, fees on the gross proceeds raised by qualified parties on the units issued pursuant to the efforts of the agents and finders.

All securities, and the underlying securities thereof, issued in the Private Placement will be on a post-Consolidation basis and subject to a hold period expiring four months and one day from the closing date of the Private Placement. Additional resale restrictions and legends may apply in the United States and other jurisdictions.

Capital Structure Consolidation

Prior to the closing of the Private Placement, the Company will seek to consolidate its outstanding common shares on the basis of ten (10) existing common shares for one (1) new common share (the "Consolidation"). The Consolidation is subject to acceptance by the TSXV. The Board of Directors has authorized the Company to apply to the TSXV for approval of the Consolidation.

The effect of the Consolidation will be to reduce the number of shares issued and outstanding from 106,942,968 existing shares, as of the date hereof, to approximately 10,694,297 new shares. The Company's name and trading symbols will remain the same.

Upon the approval of the Consolidation by the TSXV, the Board of Directors also intends to seek to cancel the 10,550,000 options currently issued under the Company's 10% rolling Stock Option Plan and replace them with new options to qualifying directors, officers, and contractors totaling approximately one-half of the number currently outstanding.

WMJ Loan Converted to a Term Loan Due March 1, 2021

Also, as part of the Restructuring, a non-interest-bearing loan in the amount of $174,375 due from Tres-Or to WMJ Metals Ltd., a company controlled by a director of the Company (the "WMJ Loan") has been converted from a demand loan, payable within 90 days of demand for repayment, to a term loan with an expiry date of March 1, 2021.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws and may not be offered or sold within the United States or to or for the account or benefit of a U.S. person (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

About Tres-Or Resources Ltd.

Tres-Or Resources Ltd. is a Canadian resource company focused on exploring for diamonds and gold resources in the Témiscamingue and Abitibi regions of Québec that is listed on the TSX Venture Exchange under the trading symbol "TRS". Additional information related to the Company is available on SEDAR and on the Company's website (www.tres-or.com).

On behalf of the Board of Directors

"Laura Lee Duffett"

Laura Lee Duffett, P.Geo.
President and CEO

Neither the TSX Venture Exchange nor its Regulation Service Provider (as the term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

Qualified Persons
Disclosure of a scientific or technical nature related to the Company's projects and exploration activities in this news release was prepared under the supervision of Dr. Harrison O. Cookenboo, B.Sc., M.Sc., Ph.D., P.Geo., the Company's independent Qualified Person (as such term is defined in National Instrument 43-101), and Ms. Laura Lee Duffett, P.Geo., the Company's President and CEO, who is a non-independent Qualified Person, both of whom have reviewed and approved the technical and scientific portions of this presentation.

Forward-Looking Statements
This news release contains projections and forward-looking information that involve various risks and uncertainties, including, without limitation, statements regarding the potential extent of mineralization, resources, reserves, exploration results and plans and objectives of the Company; the process and completion of the Private Placement, the use of proceeds of the Private Placement, the completion of the Consolidation, the TSXV's acceptance and market acceptance of the Private Placement and Consolidation, the receipt of sufficient investor interest in the Private Placement in order to complete the Private Placement. These risks and uncertainties include, but are not restricted to, the early stage development of the Company and its projects; general business, economic, competitive, political and social uncertainties; capital market conditions and market prices for securities, junior market securities and mining exploration company securities; commodity prices, the amount of geological data available, the uncertain reliability of drilling results and geophysical and geological data and the interpretation thereof and the need for adequate financing for future exploration and development efforts. There can be no assurance that such statements will prove to be accurate. Actual results and future events could differ materially from those anticipated in such statements. These and all subsequent written and oral forward-looking statements are based on the estimates and opinions of management on the dates they are made and are expressly qualified in their entirety by this notice. The Company assumes no obligation to update forward-looking statements should circumstances or management's estimates or opinions change.

SOURCE Tres-Or Resources Ltd.

Laura Lee Duffett, President & CEO: [phone] - [email protected]; David Vinokurov, Sniper Capital Corp: [phone] - [email protected], Website: www.tres-or.com

Related Links

www.tres-or.com