Tres-Or Announces Proposed Acquisition of the Stonecutter Diamond-Gold Project, NW Ontario

Tres‑Or Resources Ltd. has signed a non‑binding Letter of Intent to acquire the Stonecutter Diamond‑Gold Project in Ontario through a reverse take‑over (RTO) of 2540575 Ontario Inc. (Ont‑Co), a subsidiary of Third Eye Capital (TEC). The transaction involves TEC Holding acquiring approximately 59.8% of the resulting issuer on a pre‑financing basis in exchange for 54,545,455 shares valued at $3.0 million, or $0.055 per share. The deal also includes two $1 million contingent payments tied to resource milestones and a positive commercial decision, alongside a 2% gross sales royalty on diamond and gold sales, capped at $28 million.

Concurrently, Tres‑Or will conduct a non‑brokered private placement with gross proceeds ranging from $765,994 to $865,994. This includes a $365,994 working‑capital component consisting of 6.65 million common shares at $0.055, and a flow‑through component of $400,000–$500,000 comprising 5.39–6.73 million flow‑through shares at $0.074. Following the transaction, assuming maximum financing, ownership is projected to be held by TEC at approximately 54.9%, existing Tres‑Or shareholders at ~33.8%, and new investors at ~11.3%. Approximately $626,859 of Tres‑Or payables will be converted into shares prior to closing.

The Stonecutter Project boasts a historical exploration spend exceeding $40 million, with 172 drill holes totaling 47,533 m. Three diamond‑bearing conglomerate units have been traced over 1.7 km, supporting a conceptual exploration target of 549–583 Mt at 0.18–0.43 cpht. Past sampling has yielded recoveries of 3,741 diamonds (97.5 ct) from trench samples and 3,265 diamonds (89.3 ct) from mini‑bulk sampling, with gold values reaching up to 9.01 g/t.

The acquisition is subject to due diligence, a definitive agreement, board and shareholder approvals, TSXV acceptance, and minimum financing. Trading in the company’s shares is currently halted pending TSXV review. Proposed management includes Laura Lee Duffett as CEO, alongside directors Kenneth Johnson, Martin Doyle (P.Geo.), and Michael Niklaus. A CFO and an independent director are yet to be appointed.

Tres-Or Resources Ltd. (TRS) announced a transaction that transforms the company from a shell entity into a vehicle for a large, historically explored diamond-gold project. The reverse take-over structure grants TEC decisive control, while existing shareholders face extreme dilution, with their ownership stake dropping from 100% to approximately 33.8%. The deal values the incoming asset at $3 million in equity, plus contingencies and royalties, a valuation that is multiple times the company’s current market capitalization of approximately $1.5 million.

Historical data for the Stonecutter project presents conceptually intriguing metrics, including large tonnage, demonstrated diamond recovery, and gold potential. However, no modern NI 43-101 resource exists, and the figures remain historical and speculative. A concurrent financing was conducted at $0.055 per share, representing a discount to the previous closing price of $0.06.

The transaction involves a change of control and entry into a new commodity, diamonds, marking a significant shift for the company. While the absence of a definitive agreement tempers certainty, the letter of intent signals a transformative event for Tres-Or Resources Ltd.

Tres-Or Resources Ltd. is a TSXV-listed shell and mineral explorer with minimal cash and operations. Its proposed flagship asset is the Stonecutter Diamond-Gold Project, located near Wawa, Ontario. The deposit is hosted in conglomerate and features a very large conceptual tonnage, with a historical target of 549–583 million tonnes. Although historical work is not NI 43-101 compliant, it indicates low-grade diamond potential ranging from 0.18 to 0.43 carats per hundred tonnes (cpht) alongside coincident gold values. The project benefits from excellent infrastructure and substantial past expenditures of $40 million, positioning it as a district-scale exploration opportunity.