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Tres-Or Amends and Restates the Option on It's Fontana Gold Project in Québec

Tres-Or Resources Ltd. (TSXV: TRS) (OTC Pink: TRSFF) ("Tres-Or" or the "Company") announces that it has reached an agreement with Kiboko Gold Inc. ("Kiboko") to amend and restate the original option agreement between the parties dated June 6, 2019 (the "Original Agreement").

About the Fontana Gold Project

The Fontana Gold Project located near Amos, Québec was expanded to include Tres-Or's Duvay and Chenier gold project areas, and additional land was staked to increase the project to more than 100 km2 of prospective terrain. The Project represents a camp-scale opportunity for discovery in the heart of Canada's most prolific mining district, the Abitibi gold belt.

Tres-Or's Fontana Gold Project has a tremendous quantity of historic data ranging from small scale mining to recent exploration drilling. The data includes geologic mapping, detailed geophysics and geochemistry, bulk sampling, and assay data from more than 700 diamond drill holes dating back to 1937. Kiboko has this extensive dataset and is in the process of planning, budgeting, and permitting a drill program using coarse gold specific techniques.

About the Amended and Restated Option Agreement

Under the new amended and restated agreement (the "New Agreement") Kiboko is granted a one stage option (the "100% Option) to acquire the Company's interest in the Fontana Gold Project, as more particularly detailed in the Company's MD&A for the period ended August 31, 2019, filed on SEDAR. This replaces the two-stage option under the Original Agreement whereby Kiboko was granted the right to acquire up to 90% of the Company's interest in the Fontana Gold Project.

To exercise the 100% Option Kiboko must:

(a) return 2,000,001 common shares and 1,000,000 warrants of the Company previously issued to Kiboko;

(b) deposit $300,000 with Tres-Or's counsel on or before November 30, 2021, to be applied as to $200,000 to be paid to Globex Mining Enterprises Inc. to satisfy certain outstanding obligations with the balance to be paid to Tres-Or;

(c) on or before June 30, 2022, complete an initial public offering of Kiboko securities having gross proceeds of a minimum of $3,000,000 (the "IPO"); and

(d) within 30 days of the closing of the IPO pay $350,000 to Tres-Or and issue to the Company shares of Kiboko (the "Kiboko Shares") having a value of $1,500,000 based upon a share price equal to the price at which Kiboko's common shares were issued in the IPO. The Kiboko Shares are to be subject to a 12 month hold period and such other restrictions as are imposed under the policies of the BC Securities Commission and the TSX Venture Exchange. Notwithstanding these restrictions the Company may distribute some or all the Kiboko Shares to its shareholders effective December 31, 2022.

Should Kiboko fail to satisfy any of the above conditions the 100% Option shall terminate and, subject to an obligation to maintain the claims in good standing for 12 months, the rights and obligations of Kiboko with respect to the Fontana Gold Project shall cease.

It is the intention of the Company's Board of Directors to distribute the Kiboko shares received under this agreement to Tres-Or shareholders on a pro-rata basis, which will be subject to TSX Venture Exchange approval. The record date upon which the distribution is based will be determined once the Kiboko shares have been issued to Tres-Or.

The consummation of this agreement will complete the separation of Tres-Or's gold property assets from its current diamond property assets. Tres-Or will continue to focus on the exploration and development of its Quebec diamond assets (refer to Tres-Or news release November 16, 2021- Macrodiamond drill program completed at the Guigues diamond pipe) and continues to evaluate additional diamond project opportunities.

On behalf of the Board of Directors

"Laura Lee Duffett"

Laura Lee Duffett,
President and CEO

For further information

Laura Lee Duffett, President & CEO: +1 (604) 541-8376 - info@tres-or.com
Dean Claridge, Business Development: +1 (604) 688-8700
Website: www.tres-or.com

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.

About the Company

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 and 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).

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/106104

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STAR DIAMOND APPOINTS EWAN MASON AS ITS PRESIDENT AND CEO

Star Diamond Corp (TSX: DIAM) ("Star Diamond" or the "Company") is pleased to announce that its Board of Directors has appointed Ewan Mason to the position of President and Chief Executive Officer, effective immediately. Mr. Mason has served as Interim President and Chief Executive Officer since January 1, 2023. Mr. Mason will continue to serve as Chair of the Company's Board.

add logo (CNW Group/Star Diamond Corporation)

"We are pleased to name Ewan Mason as the President and CEO of Star Diamond," said Lisa Riley , Lead director of the Board. "Since he was appointed interim CEO in January 2023, Ewan's leadership has been integral in the successful negotiation process and the coming acquisition of Rio Tinto Exploration Canada Inc.'s 75% interest in the Fort à la Corne ("FALC") diamond district. He also continues to build strong relationships with our employees, shareholders and stakeholders, all while maintaining a focus on shareholder value."

"I am honored to accept the CEO position at Star Diamond," said Ewan Mason, President and CEO of Star Diamond. "I am excited about the prospect of an ongoing collaboration with an exceptional team and the future development of the world class diamond project that is FALC".

About Star Diamond Corporation
Star Diamond is a Canadian-based corporation engaged in the acquisition, exploration and development of mineral properties. Shares of Star Diamond trade on the Toronto Stock Exchange under the trading symbol "DIAM". Star Diamond's most significant asset is its interest in the Fort à la Corne property in central Saskatchewan. These kimberlites are located in close proximity to established infrastructure, including paved highways and the electrical power grid, which provide significant advantages for future mine development.

Stay Connected with Us:
Twitter: https://twitter.com/StarDiamondCorp
LinkedIn: https://www.linkedin.com/company/star-diamond-corp
Facebook: https://www.facebook.com/people/Star-Diamond-Corp/100058096376664/
Instagram: https://www.instagram.com/stardiamondcorp/

Caution Regarding Forward-looking Statements

This press release contains "forward-looking statements" and/or "forward-looking information" (collectively, "forward-looking statements") within the meaning of applicable securities legislation. All statements, other than statements of historical fact, are forward-looking statements. The use of any of the words "anticipate", "plan", "aim", "target", "contemplate", "continue", "estimate", "expect", "intend", "propose", "might", "may", "will", "shall", "project", "should", "could", "would", "believe", "predict", "forecast", "pursue", "potential", "possible", "capable" and similar expressions are intended to identify "forward-looking statements. Forward-looking statements in this press release include, but are not limited to, expectations regarding the timing for transfer of the Permit to Operate and completion of the transactions that are the subject of the Agreement.

These forward-looking statements are based on Star Diamond's current beliefs as well as assumptions made by and information currently available to it and involve inherent risks and uncertainties, both general and specific. Risks exist that forward-looking statements will not be achieved due to a number of factors including, but not limited to, the MoE's approval processes and the impact of changes in the laws and regulations regulating mining exploration, development, closure, judicial or regulatory judgments and legal proceedings and the additional risks described in Star Diamond's most recently filed Annual Information Form, annual and interim MD&A.

Although management of Star Diamond considers the assumptions contained in forward-looking statements to be reasonable based on information currently available to Star Diamond, those assumptions may prove to be incorrect. When making decisions with respect to Star Diamond, investors and others should not place undue reliance on these statements and should carefully consider the foregoing factors and other uncertainties and potential events.

Star Diamond does not undertake any obligation to release publicly revisions to any forward-looking statement to reflect events or circumstances after the date of this release, or to reflect the occurrence of unanticipated events, except as may be required under applicable securities laws. Investors should not assume that any lack of update to a previously issued forward-looking statement constitutes a reaffirmation of that statement. Continued reliance on forward-looking statements is at investors' own risk.

SOURCE Star Diamond Corporation

Cision View original content to download multimedia: http://www.newswire.ca/en/releases/archive/March2024/01/c3453.html

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