/THIS NEWS RELEASE IS NOT FOR DISTRIBUTION
TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES/
VANCOUVER, May 28, 2019 /CNW/ - Tres-Or Resources Ltd.
("Tres-Or" or the "Company") (TSXV: TRS, OTCPK:
TRSFF) is pleased to announce a non-brokered private placement
for aggregate gross proceeds of up to $1,000,000 through the sale of Common Share Units
(as defined herein) and Flow-Through Units (as defined herein) (the
"Private Placement") to recapitalize the Company (the
"Restructuring"). In conjunction with the Private Placement,
the Company will seek to effect a 10:1 share consolidation (the
"Consolidation"). The Company is also announcing its
proposed work program to aggressively advance its Guigues diamond exploration project near
Notre-Dame-du-Nord, Québec (the
"Guigues Project"). All dollar amounts are in Canadian
dollars.
- Non-brokered Private Placement for aggregate gross proceeds of
up to $1,000,000
- 10:1 share consolidation in conjunction with the Private
Placement
- $174,375 WMJ Loan has been
converted from a demand loan to a term loan with an expiry date of
March 1, 2021
- Flow-through proceeds to be used to fund a proposed
$679,000 2019 exploration program for
the purpose of collecting core samples for modern microdiamond
testing of the Guigues pipe, which
has never been done
- The Company will also develop two other high-priority
kimberlite pipe targets to collect core samples for microdiamond
testing in 2019
- Field work is expected to commence shortly after closing of the
Private Placement, with drilling to commence near the end of the
third quarter and microdiamond testing results expected to be
reported near the end of the fourth quarter of 2019
Commenting on today's news, Laura Lee
Duffett, Tres-Or's President & CEO stated, "As a result
of renewed investor interest following a re-examination of
historical work on the project, the Company strongly believes this
Private Placement to fund exploration plans to advance the Guigues
Project is in the best interest of the Company, especially in light
of the challenging financing environment for mining and exploration
companies."
Details of the Company's proposed 2019 diamond exploration
program and budget are highlighted below in the section titled,
"Private Placement Use of Proceeds".
The Company has posted a new investor presentation regarding the
Guigues Project on its website's landing page
(www.tres-or.com).
Private Placement Terms
The Company intends to issue a minimum of 1,973,685
post-Consolidation common share units at a price of $0.19 per unit (a "Common Share Unit" or
"CS Unit") for gross proceeds of $375,000. Each CS Unit will consist of one common
share and one transferable common share purchase warrant (a
"Warrant"). Each Warrant will entitle the holder to purchase
one additional common share of the Company at an exercise price of
$0.28 for a period of three (3) years
from the date of issue.
The Company also intends to issue up to 2,934,783
post-Consolidation flow-through units at a price of $0.23 per unit (a "Flow-Through Unit" or
"FT Unit") for gross proceeds of up to $675,000. 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 $0.40 for a period
of one (1) year 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, 2019, 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 2019 exploration program to collect core samples for
microdiamond testing of the Company's 100% owned Guigues kimberlite pipe, at an estimated cost
of $679,000. Modern microdiamond
testing has never been done on the Guigues kimberlite pipe. The Company also
plans to develop two other high-priority kimberlite pipe targets to
collect core samples for microdiamond testing in 2019. Field work
is expected to commence shortly after closing of the Private
Placement, with drilling to commence near the end of the third
quarter and microdiamond testing results expected to be reported
near the end of the fourth quarter.
A comprehensive description of the Company's 2019 exploration
work program, budget, and rationale behind it, is presented in the
Company's May 27, 2019 news release
titled, "Tres-Or Announces Findings of Guigues Pipe Historical Work
Re-Examination, Details of 2019 Drilling and Modern Microdiamond
Testing Programs for its Guigues Diamond Exploration Project, and
Reports that it is in Discussions Regarding the Optioning of its
Fontana Gold Project", which is available on SEDAR and the
Company's website.
Insiders Plan to Participate in the Private
Placement
As at May 27, 2019, direct and
indirect ownership of common shares by insiders of the Company
(which includes officers, directors, and advisors) totals
28,423,171 pre-Consolidation and pre-Private Placement common
shares, representing approximately 27% of the Company's current
common shares issued and outstanding.
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 on or about
June 10, 2019, 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 on a post-Consolidation basis and
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.
Capital Structure Consolidation
Prior to the closing of the Private Placement, the Company will
seek to consolidate its outstanding common shares on the basis of
ten (10) existing common shares for one (1) new common share (the
"Consolidation"). The Consolidation is subject to acceptance
by the TSXV. The Board of Directors has authorized the Company to
apply to the TSXV for approval of the Consolidation.
The effect of the Consolidation will be to reduce the number of
shares issued and outstanding from 106,942,968 existing shares, as
of the date hereof, to approximately 10,694,297 new shares. The
Company's name and trading symbols will remain the same.
Upon the approval of the Consolidation by the TSXV, the Board of
Directors also intends to seek to cancel the 10,550,000 options
currently issued under the Company's 10% rolling Stock Option Plan
and replace them with new options to qualifying directors,
officers, and contractors totaling approximately one-half of the
number currently outstanding.
WMJ Loan Converted to a Term Loan Due March 1, 2021
Also, as part of the Restructuring, a non-interest-bearing
loan in the amount of $174,375 due
from Tres-Or to WMJ Metals Ltd., a company controlled by a director
of the Company (the "WMJ Loan") has been converted from a
demand loan, payable within 90 days of demand for repayment, to a
term loan with an expiry date of March 1,
2021.
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, P.Geo.
President and CEO
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.
Qualified Persons
Disclosure of a scientific or
technical nature related to the Company's projects and exploration
activities in this news release was prepared under the supervision
of Dr. Harrison O. Cookenboo, B.Sc.,
M.Sc., Ph.D., P.Geo., the Company's independent Qualified Person
(as such term is defined in National Instrument 43-101), and
Ms. Laura Lee Duffett, P.Geo., the
Company's President and CEO, who is a non-independent Qualified
Person, both of whom have reviewed and approved the technical and
scientific portions of this presentation.
Forward-Looking Statements
This news release contains
projections and forward-looking information that involve various
risks and uncertainties, including, without limitation, statements
regarding the potential extent of mineralization, resources,
reserves, exploration results and plans and objectives of the
Company; the process and completion of the Private Placement, the
use of proceeds of the Private Placement, the completion of the
Consolidation, the TSXV's acceptance and market acceptance of the
Private Placement and Consolidation, the receipt of sufficient
investor interest in the Private Placement in order to complete the
Private Placement. These risks and uncertainties include, but are
not restricted to, the early stage development of the Company and
its projects; general business, economic, competitive, political
and social uncertainties; capital market conditions and market
prices for securities, junior market securities and mining
exploration company securities; commodity prices, the amount of
geological data available, the uncertain reliability of drilling
results and geophysical and geological data and the interpretation
thereof and the need for adequate financing for future exploration
and development efforts. There can be no assurance that such
statements will prove to be accurate. Actual results and future
events could differ materially from those anticipated in such
statements. These and all subsequent written and oral
forward-looking statements are based on the estimates and opinions
of management on the dates they are made and are expressly
qualified in their entirety by this notice. The Company assumes no
obligation to update forward-looking statements should
circumstances or management's estimates or opinions change.
SOURCE Tres-Or Resources Ltd.
