Tres-Or Announces Signing of Definitive Share Exchange Agreement for Acquisition of the Stonecutter Diamond-Gold Project

Tres-Or Resources Ltd. has entered into a definitive share exchange agreement to acquire the Stonecutter Diamond-Gold Project from 2540575 Ontario Inc. (Ont-Co), a subsidiary of TEC Holding. The transaction is expected to constitute a reverse takeover (RTO) under TSXV policies, as TEC Holding will own a majority of the outstanding shares post-closing. The acquisition consideration includes approximately 56.2 million common shares valued at $3.0 million, plus potential earn-out payments totaling up to $2.0 million in cash or shares, and a 2% gross sales royalty on diamond and gold production.

In conjunction with the acquisition, Tres-Or is executing a comprehensive financing package totaling approximately $800,000–$900,000 in gross proceeds, including private placements of common and flow-through shares, and the conversion of existing accounts payable and insider loans into equity.

The transaction structure involves a definitive share exchange agreement dated October 7, 2026. Ont-Co holds the Stonecutter Project, comprising 111 patented and unpatented mining claims covering ~16 km² near Wawa, Ontario. TEC Holding receives 54,545,455 Company Shares (valued at $3,000,000 based on $0.055/share) plus 1,661,145 RTO Expense Conversion Shares.

Earn-out payments are structured as follows: * $1,000,000 payable in cash, shares, or combination upon filing an NI 43-101 Mineral Resource Estimate containing >1.0 million carats of commercial-sized diamonds. * $1,000,000 lump-sum cash payment upon a commercial production decision.

The agreement includes a 2% gross sales royalty on diamond and gold sales, capped at a maximum aggregate amount of $28,000,000.

The Tres-Or Financing package details are as follows: * Private Placement: ~7,272,727 common shares at $0.055/share for ~$400,000 gross proceeds. * Flow-Through Shares: 5,405,405 to 6,756,756 flow-through shares at $0.074/share for $400,000–$500,000 gross proceeds. * Debt Conversion: Conversion of ~$736,546 in accounts payable (as of Feb 28, 2026) into 13,391,746 shares at $0.055/share. * Insider Loan Conversion: Conversion of ~$112,863 in insider loans into ~2,052,054 shares at $0.055/share.

The share count impact shows pre-transaction outstanding shares at 25,233,863. Post-financing (pre-RTO shares) stand at ~54,707,146. Post-Transaction total outstanding shares are projected at ~110,913,746 shares.

The transaction constitutes an RTO under TSXV policies. Trading in Tres-Or shares is halted pending TSXV review and shareholder approval. Conditions precedent include shareholder approval, TSXV acceptance, completion of minimum financing, reorganization of Ont-Co, execution of royalty and investor rights agreements, and regulatory approvals. The closing is scheduled for December 15, 2026, with a termination date of December 31, 2026.

The proposed board includes Laura Lee Duffett (CEO/President), Kenneth Johnson, Martin Doyle, Michael Niklaus (nominated by TEC Holding), and one additional nominee from TEC Holding. TEC Holding agreed to participate in the Tres-Or Share Financing with a lead order of 58% of the lesser of aggregate gross proceeds and $400,000.

"We are pleased to have reached this important milestone with the signing of the definitive Share Exchange Agreement for the Stonecutter Diamond-Gold Project. This agreement represents the culmination of extensive due diligence and negotiations, and we look forward to advancing the Transaction through the shareholder approval process and toward closing," said Laura Lee Duffett, CEO.