Diamond

THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATESTres-Or Resources Ltd. is pleased to announce a non-brokered private placement for aggregate gross proceeds of up to $550,000 through the sale of Common Share Units and Flow-Through Units to advance its Guigues diamond exploration project near Notre-Dame-du-Nord, Québec . All dollar amounts are in Canadian ...

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

Tres-Or Resources Ltd. (TSXV: TRS) ("Tres-Or" or the "Company") is pleased to announce a non-brokered private placement for aggregate gross proceeds of up to $550,000 through the sale of Common Share Units (as defined herein) and Flow-Through Units (as defined herein) (the "Private Placement") to advance its Guigues diamond exploration project near Notre-Dame-du-Nord, Québec (the "Guigues Project"). All dollar amounts are in Canadian dollars.

  • Flow-through proceeds to be used to fund 2021-2022 exploration and macrodiamond testing programs for the Guigues Diamond Project
  • General working capital and business development

Private Placement Terms

The Company intends to issue a minimum of 2,500,000 common share units at a price of $0.10 per unit (a "Common Share Unit" or "CS Unit") for gross proceeds of $250,000. Each CS Unit will consist of one common share and one half of one transferable common share purchase warrant (a "Warrant"). Each whole Warrant will entitle the holder to purchase one additional common share of the Company at an exercise price of $0.20 for a period of two (2) years from the date of issue.

The Company also intends to issue up to 2,500,000 flow-through units at a price of $0.12 per unit (a "Flow-Through Unit" or "FT Unit") for gross proceeds of up to $300,000. 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 $0.20 for a period of two (2) years 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, 2021, 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 2021-2022 exploration program to complete the first macrodiamond testing by processing a mini bulk sample of +10 tonnes of Guigues core samples for macrodiamonds (diamonds > 0.425mm), further microdiamond and other testing of the Company's 100% owned Guigues kimberlite pipe at an estimated cost of $300,000.

A comprehensive description of the Company's 2021 exploration work programs, is presented in a series of the Company's news release titled, "Tres-Or Announces Recovery Of Significantly More Microdiamonds From New Samples Of The Guigues Kimberlite Pipe In Quebec, January 5, 2021, Tres-Or Announces Type II Microdiamonds Dominate At The Guigues Kimberlite Pipe In Quebec, April 6, 2021, Macrodiamond Analyses Recommended, Microdiamond Photos (Dominantly Type II) From Tres-Or's Guigues Pipe In Québec, May 5, 2021 and Macrodiamond Drill Program Ready To Start At Tres-Or's Guigues Pipe In Québec, November 1, 2021".

Details of 2021 Macrodiamond drill program completed at Tres-Or's Guigues pipe in Québec are reported in the Company news release dated November 16, 2021, and is available on SEDAR and the Company's website.

Insiders Plan to Participate in the Private Placement

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 in one or more closings with the first expected to occur on or about December 31, 2021, 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 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.

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
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.

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

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/107170

News Provided by Newsfile via QuoteMedia

Tres-Or Resources

Tres-Or Resources


Overview


Canada is known as a large producer of many precious metals, but despite this reputation, diamond mines are still a rarity. With the diamond market experiencing positive momentum as we begin to see the light at the end of a long pandemic lockdown, investors are resilient and eyeing new opportunities to capitalize on growth in the near future.

Despite many disruptions to the diamond supply chain due to COVID-19, recent trends show global diamond prices and precious metal production are ramping up, especially as jewelry retail sales have surged in the past year. For companies operating in mining-friendly jurisdictions, this is an exhilarating time for diamond production. Jurisdictions like Quebec or Ontario — home to the famous De Beers' Victor Mine — present companies with excellent economic growth and discovery potential.

Tres-Or Resources (TSXV:TRS,OTC Pink:TRSFF) is focused on exploring its highly prospective diamond project and advanced gold project in the Témiscamingue and Abitibi regions of Québec. The Company's 100% owned flagship diamond asset, the Guigues Kimberlite Pipe, is advancing and in preparation for testing of macro-diamond content. Results from the microdiamond tests and Type II diamond classification that dominate the recovered microdiamonds points to a new and rare diamond discovery in the making. In addition, Tres-Or's advanced gold project that is under an option agreement with the private company, is proceeding with geologic modelling of historic results and working towards definition of a preliminary mineral resource estimate of 1.0 million ounces of gold or better. Tres-Or, French for “treasure" is an undervalued gem.

map of quebec showing project location

Quebec is a notable mining jurisdiction due to its Tier One mining status. This stable jurisdiction hosts government-supported mining conditions, rich resource networks and skilled local workforces and gives Tres-Or exceptional positioning in its mining exploration and discovery of diamonds and precious metals.

Tres-Or's 100 percent owned Guigues Kimberlite Pipe has diamond indicator mineral chemistry comparable to De Beers' world-class Victor Diamond Mine. The substantially sized kimberlite pipe leverages very good access and infrastructure as well as advanced testing conditions. The company has completed five (HQ-sized) drill holes and additional testing and analysis is underway to continue the exploration of diamond content.

This highly prospective diamond company has already completed a significant drill program in 2019 and commenced microdiamond testing and recovery in 2020.

In January 2021, Tres-Or announced the discovery of 48 more microdiamonds from the new samples of the Guigues kimberlite pipe by the Saskatchewan Research Council Geoanalytical Laboratories Diamond Services (SRC). All but three of the recovered microdiamonds were described by SRC as “white/colorless, transparent" with no or minor inclusions. This is a very exciting development in the project's timeline and discovery potential.

Tres-Or is excited to learn that Type II microdiamonds dominate the Guigues samples. This is another positive factor, along with the microdiamond counts themselves, strong diamond indicator mineral chemistry and the site's excellent access and infrastructure that are pushing our Guigues Diamond Project forward towards the first macro-diamond tests, which Tres-Or hopes to announce as the next steps to the discovery of commercial diamond content.

Tres-Or Resources has had a long-term working relationship with the Timiskaming First Nation. The company is committed to stakeholder satisfaction and participation from local communities. As there are very few diamond explorers in Quebec, and the company holds an advantageous position as a diamond mining company with high-reward and lower-risk potential.

Tres-Or Resources' Company Highlights

  • Tres-Or Resources is a resource and mining company focused on developing its highly-prospective diamond projects in Quebec and working with partners to advance its gold project in Quebec. The jurisdiction hosts tier-one mining status, excellent infrastructure and resource-rich networks.
  • The company's flagship Quebec diamond project hosts the Guigues Kimberlite pipe, which is 100 percent owned by Tres-Or and has the potential to mimic the production successes and microdiamond indicators of the famous De Beers' Victor Diamond Mine.
  • A recent drilling campaign revealed 48 microdiamonds from new samples of the Guigues Kimberlite pipe. This discovery was recovered from 305 kgs of the Guigues pipe's drill core from previously unsampled intervals.
  • Since January 2021, Tres-Or recently confirmed that Type II microdiamonds dominate the Guigues Kimberlite Pipe.
  • The company intends to advance both its diamond and gold projects with drilling programs scheduled for 2021.
  • Tres-Or presented the new photomicrographs of the Type II microdiamonds that dominate at the Guigues Kimberlite Pipe in southwestern Québec

Tres-Or Resources' Key Projects

Quebec Diamond Project

The Quebec diamond project sits along the Lake Timiskaming Structural Zone located 10 kilometers from Notre-Dame du Nord, Quebec. The region is on a diamondiferous Archean-aged Superior Craton and has established diamond mining operations. The property also leverages paved roads, hydropower, water, telecom resource lines and a highly skilled local workforce.

Tres-Or owns 100 percent of the Guigues Kimberlite pipe and other kimberlites and targets on the property. The Guigues Pipe is approximately 6 hectares in size and hosts abundant eclogite and lherzolite indicators associated with diamond mineralization, which makes Guigues a high-priority diamond exploration target. The diamond indicator mineral chemistry is closely similar to the famous Victor Diamond Mine in Ontario, which lies along the same structure and is relatively the same age, and could present Tres-Or with a similarly high yield and economic reward.

Diamond Figure 2

Diamond Figure 3

In December 2019, the company completed drilling of five large diameter drill holes and broad testing over the Guigues Kimberlite pipe. The resulting modern microdiamond testing indicated good diamond grades, and the company reports that Type II microdiamonds dominate at Guigues. In 2021, Tres-Or intends to continue exploring and complete additional drill holes to further explore Guigues' commercial diamond potential.

Fontana Gold Project

The Fontana Gold Project, located in the Abitibi Greenstone Belt, includes contiguous claims now covering a surface of about 100 km2. The main Fontana claims are located about 65 kilometers north of Val-d'Or, Quebec. The property leverages year-round road access, onsite power and significant additional infrastructure. It is currently optioned to private company who renamed the project the Harricana Gold Project.

The Fontana property includes more than 300 drill holes, channel samples and underground workings. Historic groundwork dates back to the 1930s, when the best drill intersections revealed 17.5 g/t gold grades over 38.1 meters and 17.1 g/t gold over 13.7 meters. In total, there have been over 22,000 tonnes of historical bulk samples taken from certain Fontana claims.

drill core samples

The Fontana Property is the most advanced project in the Amos area of Quebec. It has been the subject of considerable work in the past, including the sinking of a 92 meter shaft, excavation of 242 meters of underground workings, completion of over 300 drill holes, and processing of 22,047 tonnes of bulk sample material yielding 1,450 ounces of gold.

Gold mineralization within the Fontana Gold Zone occurs within quartz veins and veinlets spatially associated with a number of northeast-southwest and northwest-southeast trending shear zones.

Tres-Or has 3D modelled data from more than 300 drill holes (+62,000m), completed from 1945 to 2017 to better understand the potential for extension of priority zones. Creation of 3D grade shells confirms potential to extend the mineralization, possibly defining either underground or open pit gold mineralization. In 2017, Tres-Or completed 4 drill holes and confirmed high-grade gold mineralization with intervals of 46.1 g/t Au over 0.5 m; 15.9 g/t Au over 1.0 m; and 10.1 g/t Au over 1.0 m from both Hooper (sulfide-rich) and Bunkhouse (sheared quartz) zones.

Since optioning the project in June 2019, the private company has undertaken a historical data compilation and verification process, and developed new structural models to guide future exploration, and is currently designing a drill program that will evaluate the project using coarse gold-specific drilling, assaying and sampling techniques.

Tres-Or Resources' Management Team

Laura Lee Duffett, P.Geo – CEO, President & Director

Throughout her successful 30 year career, Laura Lee Duffett has gained a significant profile as a senior manager of leading companies in the Canadian junior mineral exploration industry. 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. Duffett has an extensive management background in geological research, marketing, corporate development, financing and technical project evaluation. Duffett has acted as a professional consulting geologist and Manager, Business Development for many 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.

Duffett's diverse international experience encompasses mineral exploration and acquisition programs in Southeast Asia, South America, Africa, Canada, the United States and Mexico. She is a well-recognized technical keynote speaker at international mining and exploration trade shows, Duffett has a unique understanding of both the technical and market requirements necessary for the successful management of mineral exploration companies. Duffett was appointed President in January 2000 and has taken the lead in strategic property acquisitions, project management and corporate developments.

Gareth E. Mason – CFO, Director & Secretary

Gareth E. Mason is a founding Partner of North American Cleaning and Equipment, a Division of the Mason Group of Companies Limited. An entrepreneur, in 2004, Mason rebranded the company and is President of NaceCare Solutions Inc., which has developed a successful enterprise importing commercial cleaning equipment technology and components from the UK for the Canadian and US markets. He has established offices in Canada and the United States and affiliations in South America with the head office in Toronto and sales offices in Montreal, Edmonton, Denver and Pittsburgh. Mason is the former President of the Canadian Sanitary Supply Association.

With 30 years of experience in developing commercial cleaning equipment, his company is expanding its reach by continuing to invest extensively in new product development while offering superior customer service. Mason brings expertise in financing and commercial accounting, international marketing, sales and management and corporate governance to the Board of Tres-Or Resources Ltd.

David J. Cowan, LL.B. – Director

David Cowan is a retired partner and former member of the Capital Markets and M&A Group of McMillan LLP, an international Canadian law firm with offices in Vancouver, Calgary, Toronto, Ottawa, Montreal and Hong Kong. Cowan graduated from Law at the University of British Columbia in 1979 and was called to the British Columbia Bar Association in 1980. With over 30 years of experience, David acts on behalf of clients involved in a wide variety of endeavors, including companies with mineral properties in North, Central and South America, hi-tech companies developing and marketing computer software and hardware and e-commerce businesses. In representing these clients, he advises on a broad range of matters such as initial public offerings, reverse takeovers, public and private financings, stock options and other employment-related issues, corporate governance issues as well as proxy fights, takeover defense mechanisms and corporate restructurings.

He is a director of Alto Ventures Ltd., Forum Uranium Corp. and Northern Uranium Corp. All of these are companies listed on the TSX.V. He also advises non-public entities on securities and corporate finance matters. Before joining McMillan, David worked with the provincial government, including the BC Securities Commission, and was involved in drafting securities legislation.

William Moure, M.Sc., P.Eng. – Director

William Brent Moure is a practicing engineer registered with the Association of Professional Engineers and Geoscientists of Alberta. Moure is a graduate of the University of Alberta with an M.Sc. in Metallurgical Engineering and a B.Sc. in Agricultural Engineering (with distinction). He is a member of the Minerals and Materials Society (TMS) and a member of the Canadian Institute of Mining and Metallurgy (CIMM). William (Bill) Moure is the owner and President of Canadian Silver Refiners Ltd. The private company's operations include silver reclaiming, recycling, smelting and refining, and silver alloy manufacturing. Moure served as a volunteer firefighter and recently as Captain of the South Pigeon Lake Fire Dept. in Alberta. Bill joined the Board of Directors in October of 2014 and is a major shareholder, focusing on advising and enhancing mineral project valuations and business development initiatives.

Harrison O. Cookenboo, Ph.D., P.Geo. – Technical Advisor

Dr. Harrison O. Cookenboo is a professional geologist with more than 30 years of experience studying and evaluating geologic prospects, deposits and processes. Dr. Cookenboo completed his B.Sc. cum laude in geology at Duke University in the USA and then worked for five years in hydrocarbon exploration in the offshore Gulf of Mexico region. He then completed both his M.Sc. and Ph.D. in geology at the University of British Columbia in Canada. He has broad exploration and research experience in diamonds, kimberlites, precious and base metals, and sedimentological processes, including oil and gas deposits.

Dr. Cookenboo has authored numerous reports for both academic journals and public companies, including more than 25 technical reports to the standards of NI 43-101. Dr. Cookenboo is a Qualified Person exploring and evaluating diamond, gold, gemstone, and Ni-Cu-PGE deposits. He is currently registered as a professional geologist or geoscientist by the Association of Engineers and Geoscientists in British Columbia (APEGBC) and Association of Professional Engineers and Geologists of Saskatchewan (APEGS), as well as a Fellow of the Geological Association of Canada.

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