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Vancouver, British Columbia–(Newsfile Corp. – July 13, 2026) – Tres-Or Resources Ltd. (TSXV: TRS) (OTC Pink: TRSFF) (“Tres-Or” or the “Company“) is pleased to announce that it has signed a non-binding letter of intent dated July 10, 2026 (“LOI“) with 2540575 Ontario Inc. (“Ont-Co“), which owns the Stonecutter Diamond-Gold Project (the “Stonecutter Project“) in northwestern Ontario (for further details, see “About the Stonecutter Project” below). Ont-Co is an Ontario-registered private company to be wholly owned by Tres-Or TEC Holding LP (“TEC Holding“), a limited partnership managed by Third Eye Capital (“TEC“). TEC is one of Canada’s largest and longest-established private credit investment firms. Founded in 2005, TEC provides asset-based capital solutions to businesses undergoing complexity, change or challenge. TEC acquired the Stonecutter Project through a restructuring process and is seeking to transfer it to an experienced exploration company capable of advancing its development. The LOI sets out the basic terms and conditions pursuant to which the Company and Ont-Co will enter into a business combination or other similar form of transaction (collectively, the foregoing with any related transaction, the “Transaction“), which will result in Ont-Co becoming directly or indirectly a wholly owned subsidiary of the Company (upon completion of the Transaction, referred to as the “Resulting Issuer“). The Transaction will therefore result in a reverse take-over of the Company by Ont-Co, whereby the shareholders of Ont-Co will own majority of the outstanding common shares of the Company (“Company Shares“). The Transaction is an arm’s length transaction for the purposes of the rules of the TSX Venture Exchange (“TSXV” or the “Exchange“). All currency references herein are in Canadian dollars unless otherwise indicated.
Laura Lee Duffett, Tres-Or’s CEO, said: “We believe the acquisition of the Stonecutter Diamond-Gold Project represents a transformational opportunity for Tres-Or, providing exposure to a large-scale and underexplored conglomerate-hosted diamond and gold exploration project in a premier Canadian mining jurisdiction, with significant historical exploration, historical diamond recoveries, gold exploration potential and excellent infrastructure access near Wawa, Ontario.”
The Transaction
The acceptance of the LOI will be followed by good faith negotiations of definitive documentation, including a definitive merger, amalgamation or share exchange agreement (the “Definitive Agreement“) among the parties, setting forth the detailed terms of the Transaction, including the basic understandings set out in the LOI and such other terms and conditions as are customary for transactions of a similar nature and magnitude.
It is anticipated that the Transaction will be completed as a reverse take-over of the Company by Ont-Co, but the final structure of the Transaction is subject to the conversion of approximately $626,859 of the Company’s accounts payable into Company Shares (“Debt Conversion“), and tax, corporate and securities law structuring and the disposition of any existing assets or liabilities that may be required for the Company to be an appropriate vehicle for the Transaction and the business of the Resulting Issuer.
For the purposes of the Transaction, the deemed value of each Company Share shall be calculated such that the aggregate value of all issued and outstanding Company Shares as at the closing of the Transaction (after the Debt Conversion but prior to the proposed Tres-Or Financing (as defined below)) shall represent, in the aggregate, 40.2% of the issued and outstanding common shares of the Resulting Issuer (“Resulting Issuer Shares“), and the deemed value of each common share of Ont-Co (“Ont-Co Shares“) shall be calculated such that the aggregate value of all Ont-Co Shares issued and outstanding as at the closing of the Transaction (but prior to the proposed Tres-Or Financing) shall represent 59.8% of the issued and outstanding Resulting Issuer Shares.
The authorized share capital of the Company currently consists of an unlimited number of Company Shares without nominal or par value and the number of issued and outstanding Company Shares is 25,233,863 as of the date hereof.
Prior to the closing of the Transaction, the only securities of Ont-Co that will be issued and outstanding are 100 common shares in the capital of Ont-Co (“Ont-Co Shares“).
In conjunction with, or prior to the closing of the Transaction, Tres-Or intends to complete a non-brokered private placement of Company Shares (the “Tres-Or Financing“) to raise total gross proceeds of between $765,994 and $865,994. The financing will consist of $365,994 to be used for working capital, and a flow-through component ranging from a minimum of $400,000 to a maximum of $500,000 to fund exploration activities. It is anticipated that the working capital portion of the Tres-Or Financing will result in the issuance of 6,654,435 common shares of Tres-Or at a price of $0.055 per share for gross proceeds of $365,994. The minimum flow-through financing will result in the issuance of 5,387,205 flow-through shares at a price of $0.074 per flow-through share for proceeds of $400,000. Should the Company reach the maximum flow-through financing, 6,734,007 flow-through shares will be issued at a price of $0.074 per share for gross proceeds of $500,000.
Assuming the minimum Tres-Or Financing is completed, the investors in the financing will hold approximately 10.2% of the outstanding Resulting Issuer Shares, with the holders of Company Shares holding 34.2% and the holders of Ont-Co Shares holding 55.6%. Assuming the maximum Tres-Or Financing is completed, the investors in the financing will hold approximately 11.3% of the outstanding Resulting Issuer Shares, with the holders of Company Shares holding 33.8% and the holders of Ont-Co Shares holding 54.9%.
The completion of the Transaction is subject to a number of conditions to be fulfilled prior to closing, including: (i) completion of satisfactory due diligence review; (ii) negotiation and execution of the Definitive Agreement and accompanying transaction documents; (iii) approval by the boards of directors of each of the Company and Ont-Co; (iv) approval of the shareholders of Ont-Co (if necessary); (v) approval of the shareholders of the Company to be obtained at an annual and special meeting of shareholders of the Company; (vi) obtaining necessary third-party approvals; (vii) Exchange acceptance; and (viii) closing of the minimum Tres-Or Financing. There can be no assurance that the Transaction will be completed as proposed, or at all.
Certain Company securities issuable under the Transaction may be subject to the escrow requirements of the Exchange and hold periods as required by applicable securities laws.
It is anticipated that the Transaction will be completed through a three-cornered amalgamation involving a wholly owned subsidiary of Tres-Or, resulting in the acquisition of a 100% interest in the Stonecutter Project. The proposed terms of the Transaction will result in TEC Holding receiving:
a) 54,545,455 Resulting Issuer Shares valued at $3,000,000 (based on a share price of $0.055 per share) providing it with a 59.8% equity interest on a pre-financing basis in the Resulting Issuer;
b) Right to payment of $1,000,000 payable in either cash or Company Shares (or a combination of both) upon the Company filing a Mineral Resources Estimate compliant with National Instrument 43-101 containing >1.0 million carats of commercial-sized diamonds (+1.0 mm);
c) Right to a lump sum cash payment of $1,000,000 upon a positive commercial decision for the Stonecutter Project; and
d) Rights to a 2% Gross Sales Royalty on diamond and gold sales from the Stonecutter Project with a royalty capped at $28,000,000.
No finder’s fees are payable in connection with the Transaction and no deposits, advances or loans have been made or are to be made in connection with the Transaction.
About Ont-Co
Ont-Co is a corporation incorporated under the laws of the Province of Ontario on October 11, 2016, with a registered office at 181 Bay St., Suite 2830, Toronto, ON M5J 2T3. Ont-Co was incorporated to hold the mineral rights comprising the Stonecutter Project, which was acquired by Ont-Co following the insolvency of Dianor Resources Inc. in 2016.
About the Stonecutter Project
The Stonecutter Project located approximately 12 kilometres northeast of Wawa, Ontario, represents an opportunity to advance a large-scale diamond and gold exploration project in one of Canada’s premier mining jurisdictions. Situated adjacent to the Trans-Canada Highway and close to rail, hydroelectric power and a skilled mining workforce, the project benefits from excellent infrastructure and year-round accessibility.
Historical exploration expenditures at the Stonecutter Project are reported to have exceeded $40 million. Between 2004 and 2009, historical drilling is reported to have comprised 172 drill holes totaling 47,533 metres, which identified three extensive diamond-bearing conglomerate units referred to as S1C, S1CO and S1CV. These horizons are reported to have been traced over approximately 1.7 kilometres of strike length, to reach thicknesses locally exceeding 300 metres and to have been intersected to depths of more than 740 metres. Historical geological modelling also outlined a conceptual exploration target ranging from approximately 549 million to 583 million tonnes of diamond-bearing conglomerate, with an estimated grade range from approximately 0.18 to 0.43 carats per tonne. The exploration target is historical and conceptual in nature; there has been insufficient exploration to define a current mineral resource and it is uncertain if further exploration will result in the target being delineated as a mineral resource.
Historical diamond sampling programs completed by Dianor Resources Inc. and Kennecott Exploration (Canada), a subsidiary of Rio Tinto, are reported to have identified widespread diamond occurrences within the conglomerate units. Historical processing of 105 trench samples is reported to have recovered 3,741 diamonds (>0.85 millimetres in size) weighing 97.5 carats. Subsequent historical mini-bulk sampling programs are reported to have processed approximately 297 tonnes of conglomerate and to have recovered an additional 3,265 diamonds weighing 89.3 carats, including gem and near-gem quality stones up to 1.52 carats in size.
In addition to its historical diamond exploration results, the Stonecutter Project may also host gold exploration potential that remains relatively underexplored. Historical sampling of the principal S1C conglomerate unit is reported to have returned gold values of up to 9.01 grams per tonne, while free gold grains were reportedly observed during the processing of certain historical diamond samples. Historical work also suggested a relationship between diamond occurrence and gold mineralization within the principal conglomerate horizons. Despite these historical indications, relatively little exploration work has been directed toward evaluating the extent and continuity of the gold mineralization, and no conclusions regarding economic significance should be drawn at this stage.
The Resulting Issuer intends to focus its exploration efforts on advancing its understanding of the project’s gold potential through geological mapping, geochemical sampling, drilling and metallurgical studies. The objective will be to evaluate whether gold mineralization may represent an additional exploration opportunity associated with the historically identified diamond-bearing conglomerates.
Management believes the Stonecutter Project provides the Resulting Issuer with exposure to a distinctive diamond and gold exploration opportunity. The Stonecutter Project is expected to become the flagship exploration asset of the Resulting Issuer and a principal focus of its exploration strategy in Canada.
An updated NI 43-101 technical report is being prepared in connection with the Transaction, and investors are cautioned not to place undue reliance on these historical results pending review in that report.
About Tres-Or
Tres-Or is a Canadian mineral exploration company incorporated in the Province of British Columbia in 1986 and listed on the TSX Venture Exchange under the symbol “TRS”. The Company’s registered office is located at 1055 West Georgia Street, Suite 1500, Vancouver, British Columbia, V6E 4N7. Tres-Or is focused on the discovery and development of diamond and gold deposits in Canada, with a portfolio of exploration projects in Québec and Ontario. Leveraging extensive technical expertise in diamond and gold exploration, the Company is dedicated to advancing high-potential mineral assets and creating long-term value for shareholders through responsible resource development.
Tres-Or’s Assets
The Guigues Kimberlite Project, located in the Témiscamingue region of southwestern Québec, is a 100%-owned diamond exploration asset of Tres-Or (the “Guigues Project“). The Guigues Project hosts a large kimberlite pipe measuring approximately 4 to 6 hectares in surface area and benefits from excellent infrastructure and year-round access. Since 2019, Tres-Or has completed more than 2,900 metres of drilling at the Guigues Project, confirming the continuity of kimberlite to depths exceeding 300 metres and demonstrating the significant scale of the system.
Exploration results to date have been encouraging. Testing by the Saskatchewan Research Council recovered 58 microdiamonds from drill core samples, with more than 75% of the measurable diamonds classified as Type II diamonds. In addition, approximately 90% of the recovered diamonds were described as white, colourless and transparent. Independent indicator mineral studies have identified mantle signatures that management believes may be comparable to those associated with De Beers’ former Victor Diamond Mine in Ontario, supporting the Guigues Project’s prospectivity for further diamond exploration. Tres-Or has also completed a 1,500-metre macrodiamond drilling program that generated more than 10 tonnes of kimberlite material for bulk sampling and diamond recovery testing, representing an important next step in further evaluating the Guigues Project.
Tres-Or also holds a 100% interest in two mining licences (21-year mining licences granted in March 2007) encompassing the Lapointe kimberlite in Sharpe and Savard townships, Ontario (the “Lapointe Project“). The Lapointe Project has a surface area of 23 hectares and has been tested through delineation drilling and microdiamond sampling which resulted in the recovery of 20 microdiamonds including one clear white stone weighing 0.0665 carats from caustic fusion of 391.8 kilograms of Lapointe kimberlite. Further work to test the potential coarse size distribution included the extraction of more than 50 tonnes of in-place kimberlite from a single, vertical large-diameter reverse-circulation (RC) drill hole between 81.5 m and a vertical depth of 260.5 metres. The kimberlite was processed in Thunder Bay using a Dense Media Separation (DMS) plant equipped with a bottom screen size of 0.8 mm. No macrodiamonds greater than 0.8 mm were returned from this test. The absence of macrodiamonds from the RC sample, in contrast to the caustic fusion results from drill core, may reflect a sparse and heterogeneous distribution throughout the multiphase pipe, lower diamond recoveries from RC sampling, or a combination of these factors, although further work would be required to assess these possibilities.
Share Structure of the Resulting Issuer
It is anticipated that, following the completion of the Transaction and assuming the maximum Tres-Or Financing, an aggregate of 108,334,983 Resulting Issuer Shares will be issued and outstanding, with (i) the former holders of Ont-Co Shares (not including investors in the Tres-Or Financing) holding 59,493,236 Resulting Issuer Shares, representing approximately 54.9% of the outstanding Resulting Issuer Shares; (ii) holders of Company Shares issued pursuant to the Tres-Or Financing holding 12,210,450 Resulting Issuer Shares, representing 11.3% of the outstanding Resulting Issuer Shares; and (iii) former Tres-Or shareholders holding 36,631,296 Resulting Issuer Shares, representing approximately 33.8% of the outstanding Resulting Issuer Shares.[1]
Assuming the minimum Tres-Or Financing, an aggregate of 106,988,182 Resulting Issuer Shares will be issued and outstanding, with (i) the former holders of Ont-Co Shares (not including investors in the Tres-Or Financing) holding 59,493,236 Resulting Issuer Shares, representing approximately 55.6% of the outstanding Resulting Issuer Shares; (ii) holders of Company Shares issued pursuant to the Tres-Or Financing holding 10,863,649 Resulting Issuer Shares, representing approximately 10.2% of the outstanding Resulting Issuer Shares; and (iii) former Tres-Or shareholders holding 36,631,296 Resulting Issuer Shares, representing approximately 34.2% of the outstanding Resulting Issuer Shares.
Insiders and Control Persons
No Insider, Promoter or Control Person (as such terms are defined in the policies of the TSXV) of Tres-Or has any interest in Ont-Co.
To the best knowledge of the directors and senior officers of Ont-Co and the Company, no person will beneficially own, directly or indirectly, or will exercise control or direction over shares carrying more than 10% of the voting rights attached to any class of voting securities of the Resulting Issuer following completion of the Transaction except as set out below:
| Name of Holder | Description of Securities | Number of Securities in Resulting Issuer | Percentage prior to the Tres-Or Financing | Percentage after the Minimum Tres-Or Financing | Percentage after the Maximum Tres-Or Financing |
| Tres-Or TEC Holding LP | Resulting Issuer Shares | 59,493,236 | 59.8% | 55.6% | 54.9% |
The individual who controls or directs TEC Holding is Arif N. Bhalwani, a resident of Ontario.
Trading in Tres-Or Common Shares
Trading in Company Shares has been halted in compliance with the policies of the TSXV. Trading in Company Shares will remain halted pending the review of the Transaction by the TSXV and satisfaction of the conditions of the TSXV for resumption of trading. It is possible that trading of Company Shares will not resume prior to the closing of the Transaction.
Conditions Precedent
The completion of the Transaction remains subject to a number of terms and conditions that will be set forth in the Definitive Agreement, including, among other things, (i) there being no material adverse change in respect of either of the parties, (ii) the receipt of all necessary consents, orders and regulatory and shareholder approvals, including the conditional approval of the TSXV, (iii) the completion of the minimum Tres-Or Financing and (iv) such other customary conditions of closing for a transaction in the nature of this Transaction. Accordingly, there can be no assurance that the Transaction will be completed on the terms proposed and described herein, or at all.
Shareholder Meeting
Tres-Or anticipates calling an annual and special meeting of shareholders in the third quarter to approve certain matters including the election of a board of directors of the Resulting Issuer, the appointment of auditors, the ratification of share compensation arrangements and the approval of the Transaction and matters related thereto.
Proposed Officers and Directors
Tres-Or’s management team and board of directors are comprised of mining industry professionals and legal and financial experts who possess executive experience in the diamond and gold mining industries in Canada, Africa and Latin America. Upon completion of the Transaction, it is expected that the management and board of directors of the Resulting Issuer will be comprised of the following individuals, subject to compliance with the requirements of the TSXV and applicable securities and corporate laws.
Laura Lee Duffett – Director, Chief Executive Officer, President and Secretary
Throughout her successful 35-year career, Ms. Duffett has gained a significant profile as a senior manager of leading companies in the Canadian junior mineral exploration industry. Ms. Duffett has an extensive management background in geological research, marketing, corporate development, financing and technical project evaluation. Ms. Duffett has acted as a professional consulting geologist and Manager, Business Development, for many publicly traded, exchange-listed mining companies, including Eldorado Gold Corporation, HRC Development Corporation, Trillion Resources Ltd., Oliver Gold Corporation, Solomon Resources Limited, Nickelodeon Minerals Ltd., Brett Resources Ltd., Skeena Resources Ltd. and other companies. Ms. Duffett’s diverse international experience encompasses mineral exploration and acquisition programs in Southeast Asia, South America, Africa, Canada, the United States and Mexico. A well-recognized technical keynote speaker at international mining and exploration trade shows, Ms. Duffett has a unique understanding of both the technical and market requirements necessary for the successful management of mineral exploration companies. Ms. Duffett was appointed President in January 2000 and has taken the lead in strategic property acquisitions, project management and corporate development. She is a member of the Professional Association of Engineers and Geoscientists of the Province of British Columbia, a Registered Professional Geologist in the Province of Ontario, a Fellow of the Geological Association of Canada (GAC) and a graduate geologist from Carleton University in Ottawa, Ontario, Canada.
Kenneth Johnson – Director
Mr. Johnson has 44 years of mining industry experience, with majority of his experience focused on the exploration and development of diamond and gold deposits in Brazil, Central and South Africa and Canada. He is the founder and Chief Executive Officer of Lipari Mining Ltd., which is developing the Tchitengo diamond project in Angola. He was also responsible for the acquisition, financing and development of the Braúna diamond mine, which produced over 1.27 million carats from 2016 to 2025. Prior to that, Mr. Johnson was President and Chief Executive Officer of Vaaldiam Resources Ltd. (1997 to 2010), a TSX-listed company that he formed in 1997 to develop diamond deposits in central and southern Africa and in Brazil. During his time at Vaaldiam, Mr. Johnson was responsible for the acquisition, financing and development of the Duas Barras alluvial diamond and gold mine in Brazil. Prior to that, he was President and Chief Executive Officer of Caussa Capital Corporation (1999 to 2003), which operated the Barberton Gold Mine in South Africa, and was Executive Vice-President of Asquith Resources Inc. (1986 to 1999), which discovered the Passandro gold deposits in the Central African Republic (~2.8 million ounces of gold in proven and probable reserves). During that same period (1986 to 1999), Mr. Johnson was Executive Vice-President of United Reef Limited and was responsible for the discovery and development of the Bamingui alluvial diamond deposit in joint venture with the Trans Hex Group of South Africa. Mr. Johnson holds a B.Sc. degree in geology from the University of Windsor and has completed certification courses in South Africa related to the valuation of natural diamonds.
Martin Doyle, P.Geo., MBA, B.Sc. – Director
Mr. Doyle worked in diamond exploration for 34 years in the De Beers Group. He began his career as a field geologist in 1977 with the Anglo American/De Beers Group of companies in Botswana. He continued in diamond exploration and resource evaluation in marine diamonds in Namibia for 10 years followed by marine and alluvial gold evaluation in South America for 3 years. After a short period at the De Beers Research Laboratories in Johannesburg, he returned to South America in 1997 taking over as the Managing Director for De Beers in Brazil, where his exploration team was responsible for the discovery of numerous kimberlites. He joined De Beers Canada in 2003 as Exploration Manager, accountable for both greenfield exploration as well as the evaluation of the Victor, Gahcho Kué and Fort à la Corne kimberlite deposits and was a member of the Executive Management that subsequently opened and operated the Victor, Snap Lake and Gahcho Kué Mines in Canada. Since leaving De Beers in 2011, he has remained active in diamond exploration in Brazil, Lesotho and Angola. He holds a BSc (Hons) Geology from Aberdeen University in Scotland, an MBA from the University of Cape Town in South Africa. He is a Registered Professional Geoscientist of Ontario, a Fellow of the Geological Society of London and a Fellow of the Society of Economic Geologists.
Michael Niklaus – Proposed Director
Mr. Niklaus is Vice President, Loan Operations for TEC, having joined that company in 2010. At TEC, he is responsible for investment monitoring, servicing and covenant compliance for TEC’s investment portfolio and leads loan collateral surveillance activities. He also manages servicing, workouts, harvesting and exits for several portfolio companies in the alternative energy, mining and oilfield services industries. Prior to joining TEC, Mr. Niklaus was previously a senior member of the collateral analysis team at CIT/CIBC Asset-Based Lending, which at the time was one of the largest asset-based lending firms in Canada.
As part of the proposed transaction and the continued development of the Resulting Issuer, the Company is actively seeking a qualified individual to assume the role of Chief Financial Officer. The Company is seeking candidates with appropriate Canadian financial, accounting, and public company experience to support the growth of the Resulting Issuer and ensure compliance with applicable regulatory and reporting requirements.
In addition, the Company is seeking a qualified individual to join the Board of Directors as an Independent Director. The successful candidate will be independent of management, insiders, and significant shareholders of the Resulting Issuer and will bring relevant governance, business, financial, mining, or capital markets experience to strengthen the Company’s corporate governance framework.
Further information regarding the proposed Board of Directors will be made available in subsequent news releases.
Selected Financial Information for Ont-Co
The following table summarizes selected financial information for Ont-Co for the two most recent financial years ended December 31, 2025 and December 31, 2024, and the three-month period ended March 31, 2026. Ont-Co has no operating revenue in any financial reporting period and did not declare or pay any dividends or distributions during those periods.
| As at the 3-month Period Ended March 31, 2026 (unaudited) |
As at the Year Ended December 31, 2025 (unaudited) |
As at the Year Ended December 31, 2024 (unaudited) |
|
| Net Loss and Comprehensive Loss | $811,029 | $3,028,241 | $2,695,447 |
| Basic and Diluted Net Loss per Share | $8,110.29/share | $30,282.41/share | $26,954.47/share |
| Total Assets | $3,635 | $7,286 | $20,475 |
| Total Liabilities | $27,526,622 | $26,719,244 | $23,704,192 |
As part of the Transaction, Ont-Co’s historical shareholder funding and capital structure will be reorganized. Following completion of the Transaction, the Resulting Issuer is expected to have no financial indebtedness, other than normal-course operating payables.
As a junior exploration company, Ont-Co has no expectation of generating operating profits until it develops a commercially viable mineral deposit. Tres-Or and Ont-Co will continue to provide further details in respect of the Transaction and financial information regarding Ont-Co in due course by way of press release. Additionally, Tres-Or will make available to the TSXV all financial information required by the TSXV and will provide, in a press release to be disseminated at a later date, summary financial information derived from such statements. Upon completion of the Transaction, it is the intention of the parties that the Resulting Issuer will continue to focus on the current business and affairs of Ont-Co and will be a mining issuer listed on the TSXV.
Qualified Person
The technical content of this news release has been reviewed and approved by Carl Verley, P.Geo., who is a qualified person as defined under National Instrument 43-101. Mr. Verley has reviewed the technical information summarized in this news release, including the historical technical information described herein. An updated NI 43-101 technical report is being prepared in connection with the Transaction, and readers are cautioned not to place undue reliance on historical technical information pending review in that report.
Further Information
Further updates in respect of the Transaction will be provided in a subsequent press release. Additional information concerning the Transaction, Tres-Or, Ont-Co and the Resulting Issuer will be provided in an information circular to be filed by the Company in connection with the annual and special meeting of shareholders of the Company, which will be available in due course under Tres-Or’s SEDAR+ profile at www.sedarplus.ca.
For further information regarding the Transaction, please contact:
| Tres-Or Resources Ltd. Laura Lee Duffett, President & CEO Tel: +1 (604) 541-8376 Email: info@tres-or.com Dean Claridge, Business Development Tel: +1 (604) 688-8700 Email: deanclaridge@tres-or.com Website: https://www.tres-or.com |
2540575 Ontario Inc. 181 Bay Street, Suite 2830 Toronto, Ontario M5J 2T3 Tel: (416) 601-2270 |
Cautionary Note on Forward-Looking Statements
This press release contains certain “forward-looking statements” and “forward-looking information” within the meaning of applicable securities laws (collectively, “forward-looking statements”), including, without limitation, statements regarding: the proposed Transaction and its anticipated structure; the negotiation and execution of definitive documentation; the completion and timing of the Transaction, the Debt Conversion and the Tres-Or Financing; the expected ownership of the Resulting Issuer before and after completion of the Transaction and the financing; the receipt of shareholder, Exchange and other regulatory or third-party approvals, acceptances and consents; the timing of the annual and special meeting of shareholders; the resumption of trading in Company Shares; the preparation and timing of an updated NI 43-101 technical report and future disclosure documents, including a management information circular and subsequent press releases; the proposed management, board and business of the Resulting Issuer; the Stonecutter Project becoming the flagship asset of the Resulting Issuer; the scope, timing and focus of future exploration programs and studies, including geological mapping, geochemical sampling, drilling and metallurgical studies; the potential size, scale, diamond and gold endowment, economics, commercial potential and strategic importance of the Stonecutter Project; the potential for gold credits to enhance project economics; the future value of the project; and the Company’s and Ont-Co’s plans, objectives, expectations and strategies. Forward-looking statements are often, but not always, identified by words such as “anticipates”, “believes”, “expects”, “intends”, “plans”, “projects”, “estimates”, “may”, “will”, “would”, “could”, “should” and similar expressions.
Forward-looking statements are based on a number of assumptions considered reasonable by management as of the date hereof, including, without limitation, assumptions regarding: the ability of the parties to negotiate, execute and complete definitive documentation on acceptable terms; the satisfaction of all conditions precedent to closing of the Transaction in a timely manner; the completion of the Debt Conversion and the Tres-Or Financing on the terms contemplated or at all; the receipt of all required approvals, acceptances and consents on acceptable terms and within expected timeframes; the ability to prepare and file the updated NI 43-101 technical report, management information circular and other required disclosure documents in the anticipated timeframe; the continued accuracy of historical exploration data and interpretations; the potential of the Stonecutter Project to support further exploration success; the availability of financing, personnel, equipment and contractors; favourable market conditions for diamonds, gold and mineral exploration issuers; and the absence of material adverse changes affecting Tres-Or, Ont-Co, the Stonecutter Project or capital markets generally. Although the Company believes these assumptions and expectations are reasonable, forward-looking statements do not guarantee future performance and undue reliance should not be placed on them.
Actual results or events may differ materially from those expressed or implied by the forward-looking statements as a result of risks, uncertainties and other factors, including, without limitation: the risk that the parties do not enter into a Definitive Agreement or that the Transaction is not completed on the terms described herein or at all; failure to obtain shareholder, Exchange or other regulatory approvals, acceptances or third-party consents; inability to complete the Debt Conversion or the minimum or maximum Tres-Or Financing; changes to the proposed structure, terms or economics of the Transaction; risks relating to halted trading and the timing or ability to resume trading in the Company Shares; risks that the anticipated annual and special meeting or future disclosure timetable changes; the possibility that the updated NI 43-101 technical report or other future disclosure differs from current expectations; risks relating to the interpretation of historical exploration results and conceptual exploration targets; the fact that a conceptual exploration target is not a mineral resource or mineral reserve and there has been insufficient exploration to define a mineral resource and it is uncertain if further exploration will result in the target being delineated as a mineral resource; uncertainties relating to exploration results, geological continuity, grade, recoveries, metallurgy, permitting, Indigenous and community consultation, environmental matters, title, infrastructure, operating and capital costs, access to labour and services and commodity prices; risks that the anticipated benefits of the Transaction are not realized; and general business, economic, market and financing conditions.
Completion of the Transaction is subject to several conditions, including but not limited to, Exchange acceptance and if applicable, disinterested shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news release.
Neither TSX Venture Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.
[1] This assumes that the Debt Conversion is completed at a price of $0.055 per Company Share. The actual pricing of the Debt Conversion will be based on the market price of the Company Shares following commencement of trading of the Company Shares following this announcement.
