Kiboko Exploration Inc. (" Kiboko " or the " Company ") is announcing that it has filed an early warning report for securities of Tres-Or Resources Ltd. of 1934-131 Street, White Rock, B.C., V4A 7R7 (" Tres-Or ") ( TSXV: TRS, OTCPK: TRSFF ) in accordance with Multilateral Instrument 62-104 Take-Over Bids and Issuer Bids and National Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting Issuers .
On December 31, 2020, Kiboko acquired 1,333,334 common shares and 666,667 common share purchase warrants of Tres-Or through the purchase of 1,333,334 units at a price of $0.15 per unit for a total of $200,000.10. Kiboko had understood that Tres-Or would issue a minimum of 1,666,666 flow through units (rather than 1,246,433) and 1,666,666 common share units (rather than 1,470,001) through its private placement, which would had resulted in Kiboko maintaining a less than 10% interest in Tres-Or, on a non-diluted or partially diluted basis.
Immediately prior to the issuance of the units, Kiboko held no shares of Tres-Or, either directly or indirectly. Immediately following the issuance of the units and as of today's date, Kiboko holds, directly or indirectly, 1,333,334 common shares (representing approximately 7.2% of the issued and outstanding common shares of Tres-Or) and 666,667 common share purchase warrants, which are convertible into 666,667 common shares (which, assuming exercise of all warrants, represents approximately 10.4% of Tres-Or's issued and outstanding common shares).
Kiboko's participation in the private placement satisfied one of the funding requirements under the terms of the Fontana gold project option agreement entered into on June 6, 2019 between Kiboko and Tres-Or. The securities noted above are held for investment and working capital purposes.
In addition, on December 23, 2020, Kiboko sold 1,026,316 warrants of Tres-Or and over a series of sales made through the facilities of the TSX Venture Exchange on January 31, 2020, Kiboko sold 400,000 common shares of the Corporation.
In accordance with applicable securities laws, Kiboko may, from time to time and at any time, acquire additional common shares and/or other equity, debt, or other securities or instruments (collectively, " Securities ") of Tres-Or in the open market or otherwise, and reserves the right to dispose of any or all of its Securities in the open market or otherwise at any time and from time to time, and to engage in similar transactions with respect to the Securities, the whole depending on market conditions, the business and prospects of Tres-Or and other relevant factors.
Tres-Or's Head Office is located at 1934 - 131 Street, White Rock, British Columbia, Canada V4A 7R7.
The early warning report with respect to the foregoing will appear on Tres-Or's profile on the System for Electronic Document Analysis and Retrieval (" SEDAR ") at www.sedar.com. A copy may also be obtained by calling Kiboko at +1 (778) 381-5949 or emailing Kiboko at email@example.com .