Tres-Or Resources Acquires Stonecutter Diamond-Gold Project
News related to:Tres-Or Resources Ltd · 3 min read
Tres-Or Resources Ltd., a Canadian mineral exploration company, has announced a significant move in its strategic expansion. On October 8, 2026, the company entered into a definitive share exchange agreement with 2540575 Ontario Inc. (Ont-Co) and Tres-Or TEC Holding, LP (TEC Holding) for the acquisition of the Stonecutter Diamond-Gold Project. This project, located in northwestern Ontario, encompasses 111 patented and unpatented mining claims covering approximately 16 km² near the town of Wawa.
Under the terms of the Share Exchange Agreement, TEC Holding will receive 54,545,455 Company Shares, representing an aggregate value of $3,000,000 based on a price of $0.055 per share. Additionally, TEC Holding will be entitled to 1,661,145 Company Shares in satisfaction of certain expenses of Ont-Co associated with the Transaction. TEC Holding is also eligible for a follow-on payment of $1,000,000, which can be made in cash, Company Shares, or a combination thereof, upon the filing of a Mineral Resource Estimate compliant with National Instrument 43-101 containing an estimate of more than 1.0 million carats of commercial-sized diamonds. A lump-sum cash payment of $1,000,000 will be made upon a commercial production decision for the Stonecutter Project. Furthermore, TEC Holding will receive a 2% gross sales royalty on diamond and gold sales from the Stonecutter Project, up to a maximum aggregate amount of $28,000,000.
In conjunction with the Transaction, Tres-Or intends to complete a series of financings and conversions. The company plans to conduct a non-brokered private placement of approximately 7,272,727 Company Shares at an expected price of $0.055 per share for gross proceeds of approximately $400,000. Additionally, Tres-Or will issue between 5,405,405 and 6,756,756 flow-through shares at a price of $0.074 per share for gross proceeds of between $400,000 and $500,000. The company will also convert approximately $736,546 of its accounts payable owing as of February 28, 2026, into 13,391,746 Company Shares at a price of $0.055 per share. Lastly, Tres-Or will convert loans advanced by insiders of the company to fund Transaction costs, in an estimated aggregate amount of $112,863, into an estimated 2,052,054 Company Shares at a price of $0.055 per share.
The company currently has 25,233,863 Company Shares issued and outstanding. Assuming completion of the Debt Conversion and the maximum Tres-Or Financing, it is estimated that there will be approximately 54,707,146 Company Shares outstanding prior to the issuance of the Consideration Shares and the RTO Expense Conversion Shares, and approximately 110,913,746 Company Shares outstanding following the completion of the Transaction.
Trading in Tres-Or Common Shares has been halted in compliance with the policies of the TSX Venture Exchange (TSXV) and will remain halted pending the review of the Transaction by the TSXV and satisfaction of the conditions of the TSXV for resumption of trading. There can be no assurance that trading of Company Shares will resume prior to the closing of the Transaction.
The completion of the Transaction remains subject to a number of terms and conditions, including shareholder approval, acceptance by the TSXV, and the completion of the Tres-Or Financing for not less than the minimum amounts contemplated by the Share Exchange Agreement, and completion of the Debt Conversion. Closing is currently scheduled to occur on December 15, 2026, and either the company or Ont-Co may terminate the Share Exchange Agreement if closing has not occurred on or before December 31, 2026 (or such later date as they may agree).
Tres-Or anticipates calling an annual general and special meeting of shareholders to approve certain matters, including the election of the board of directors of the Resulting Issuer, the appointment of Davidson & Company LLP as auditors of the Resulting Issuer, the ratification of share compensation arrangements of the Resulting Issuer, and the approval of the Share Exchange.
Upon completion of the Transaction, it is expected that the board of directors of the company following closing (the Resulting Issuer) will be comprised of Laura Lee Duffett, Kenneth Johnson, Martin Doyle, Michael Niklaus, and one additional qualified individual to be nominated by TEC Holding.