Vancouver, British Columbia--(Newsfile Corp. - October 8, 2026) - Tres-Or Resources Ltd. (TSXV: TRS) (OTC Pink: TRSFF) ("Tres-Or" or the "Company") is pleased to announce that it has entered into a definitive share exchange agreement dated October 7, 2026 (the "Share Exchange Agreement") with 2540575 Ontario Inc. ("Ont-Co") and Tres-Or TEC Holding, LP ("TEC Holding") for the previously announced acquisition of the Stonecutter Diamond-Gold Project (the "Stonecutter Project") in northwestern Ontario (the "Transaction"). The Transaction was previously announced by the Company on July 13, 2026 in connection with the signing of a non-binding letter of intent. All currency references herein are in Canadian dollars unless otherwise indicated.

Laura Lee Duffett, Tres-Or's CEO, stated: "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."

Transaction Terms

Pursuant to the Share Exchange Agreement, the Company will acquire all of the issued and outstanding common shares of Ont-Co from TEC Holding in exchange for the issuance of common shares of the Company ("Company Shares") (the "Share Exchange"), following which Ont-Co will become a wholly owned subsidiary of the Company. The Transaction is expected to constitute a reverse take-over of the Company under the policies of the TSXV, as TEC Holding will own a majority of the outstanding Company Shares following closing. Ont-Co is an Ontario private company which, upon completion of a pre-closing reorganization, will be wholly owned by TEC Holding, a limited partnership managed by Third Eye Capital Corporation or its affiliates. Ont-Co holds the Stonecutter Project, comprised of 111 patented and unpatented mining claims covering approximately 16 km² near the town of Wawa, Ontario. Pursuant to the Share Exchange Agreement, TEC Holding will be entitled to receive:

a) 54,545,455 Company Shares (the "Consideration Shares") representing an aggregate value of $3,000,000 (based on a price of $0.055 per share) plus 1,661,145,Company Shares in satisfaction of certain expenses of Ont-Co associated with the Transaction ("RTO Expense Conversion Shares");
b) a follow-on payment of $1,000,000, payable in cash, Company Shares, or a combination thereof, upon the Company filing a Mineral Resource Estimate compliant with National Instrument 43-101 ("NI 43-101") containing an estimate of more than 1.0 million carats of commercial-sized diamonds;
c) a lump-sum cash payment of $1,000,000 upon a commercial production decision for the Stonecutter Project; and
d) a 2% gross sales royalty on diamond and gold sales from the Stonecutter Project, up to a maximum aggregate amount of $28,000,000 (the "Gross Sales Royalty").

The Consideration Shares and RTO Expense Conversion Shares will be subject to resale restrictions under applicable securities laws and may be subject to escrow under the policies of the TSXV. TEC Holding has also agreed to participate in the Tres-Or Share Financing (as defined below) with a lead order of 58% of the lesser of the aggregate gross proceeds of the Tres-Or Share Financing and $400,000.

Tres-Or Financing

In conjunction with the Transaction, Tres-Or intends to complete the following financings and conversions (collectively, the "Tres-Or Financing"):

a) 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, to be used for working capital purposes (the "Tres-Or Share Financing");
b) a non-brokered private placement of between 5,405,405 and 6,756,756 flow-through shares at a price of $0.074 per flow-through share for gross proceeds of between $400,000 and $500,000;
c) conversion of approximately $736,546 of the Company's accounts payable owing as of February 28, 2026 into 13,391,746 Company Shares at a price of $0.055 per share (the "Debt Conversion"); and
d) conversion of 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.

For further details regarding the Transaction, including information about Ont-Co, the Stonecutter Project, proposed directors and officers, share structure, insiders and control persons, selected financial information for Ont-Co, and other terms, please refer to the Company's news release dated July 13, 2026, available under Tres-Or's SEDAR+ profile at www.sedarplus.ca and website at www.tres-or.com.

Trading in Tres-Or Common Shares

Trading in Company Shares has been halted in compliance with the policies of the TSX Venture Exchange (the "TSXV" or the "Exchange"). Trading in Company Shares will remain halted pending the review of the Transaction by the TSXV and satisfaction of the conditions of the TSXV for resumption of trading. It is possible that trading of Company Shares will not resume prior to the closing of the Transaction.

Conditions Precedent

The completion of the Transaction remains subject to a number of terms and conditions set forth in the Share Exchange Agreement, including, among other things: (i) approval of the shareholders of the Company at an annual general and special meeting of shareholders; (ii) acceptance of the Transaction by the TSXV and the listing of the Consideration Shares and RTO Expense Conversion Shares; (iii) 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; (iv) completion of a reorganization of Ont-Co pursuant to which TEC Holding will become the sole shareholder of Ont-Co, and the termination and discharge of Ont-Co's existing credit facility and all related liens; (v) the Company and TEC Holding entering into a definitive royalty agreement and an investor rights agreement; (vi) there being no material adverse change in respect of either the Company or Ont-Co; (vii) the receipt of all necessary consents, orders and regulatory approvals; and (viii) such other customary conditions of closing. 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). There can be no assurance that the Transaction will be completed on the terms proposed, or at all.

Shareholder Meeting

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 (as defined below), 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.

Proposed Board of Directors

Pursuant to the Share Exchange Agreement, 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 the following individuals, subject to compliance with the requirements of the TSXV and applicable securities and corporate laws:

a) Laura Lee Duffett - Director, CEO, President and Secretary;
b) Kenneth Johnson - Director;
c) Martin Doyle, P.Geo., MBA - Director;
d) Michael Niklaus - Director (nominated by TEC Holding); and
e) one additional qualified individual to be nominated by TEC Holding.

Pursuant to the investor rights agreement to be entered into at closing, for so long as TEC Holding, directly or indirectly, beneficially owns more than 30% of the outstanding Company Shares, it will be entitled to nominate two directors to the board of the Resulting Issuer, and for so long as it owns 10% or more but not more than 30%, TEC Holding will be entitled to nominate one director. Biographical information regarding the proposed directors was included in the Company's news release dated July 13, 2026.

About Tres-Or

Tres-Or is a Canadian mineral exploration company incorporated in the Province of British Columbia in 1986 and listed on the TSX Venture Exchange under the symbol "TRS". Tres-Or is focused on the discovery and development of diamond and gold deposits in Canada, with a portfolio of exploration projects in Québec and Ontario. Leveraging extensive technical expertise in diamond and gold exploration, the Company is dedicated to advancing high-potential mineral assets and creating long-term value for shareholders through responsible resource development.

Qualified Person

The technical content of this news release has been reviewed and approved by Carl Verley, P.Geo., who is a qualified person as defined under NI 43-101.

Further Information

Additional information concerning the Transaction, Tres-Or, Ont-Co and the Resulting Issuer will be provided in an information circular to be filed by the Company in connection with the annual general and special meeting of shareholders, which will be available in due course under Tres-Or's SEDAR+ profile at www.sedarplus.ca.

Cautionary Note on Forward-Looking Statements

This news release contains certain "forward-looking statements" and "forward-looking information" within the meaning of applicable securities laws (collectively, "forward-looking statements"), including, without limitation, statements regarding: the proposed Transaction and the terms of the Share Exchange Agreement; the completion and timing of the Transaction, the Tres-Or Financing and the debt and expense conversions; the expected ownership structure of the Resulting Issuer; the receipt of shareholder, Exchange and other regulatory or third-party approvals, acceptances and consents; the timing of the annual general and special meeting of shareholders; the proposed management and board of the Resulting Issuer; the appointment of auditors; the resumption of trading in Company Shares; and the Company's plans, objectives, expectations and strategies. Forward-looking statements are often, but not always, identified by words such as "anticipates", "believes", "expects", "intends", "plans", "projects", "estimates", "may", "will", "would", "could", "should" and similar expressions.

Forward-looking statements are based on a number of assumptions considered reasonable by management as of the date hereof, including, without limitation, assumptions regarding: the satisfaction of all conditions precedent to closing of the Transaction in a timely manner; the completion of the Tres-Or Financing on the terms contemplated; the receipt of all required approvals, acceptances and consents on acceptable terms; the continued accuracy of historical exploration data; and the absence of material adverse changes affecting Tres-Or, Ont-Co, the Stonecutter Project or capital markets generally. Although the Company believes these assumptions and expectations are reasonable, forward-looking statements are not guarantees of future performance and undue reliance should not be placed on them.

Actual results or events may differ materially from those expressed or implied by the forward-looking statements as a result of risks, uncertainties and other factors, including, without limitation: the risk that the Transaction is not completed on the terms described herein or at all; failure to obtain shareholder, Exchange or other regulatory approvals; inability to complete the minimum Tres-Or Financing; changes to the proposed terms or economics of the Transaction; risks relating to halted trading and the timing or ability to resume trading in Company Shares; risks relating to the interpretation of historical exploration results; uncertainties relating to exploration, permitting, environmental matters, title and commodity prices; and general business, economic, market and financing conditions.

Completion of the Transaction is subject to a number of conditions, including, but not limited to, Exchange acceptance and, if applicable, disinterested shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news release.

Neither TSX Venture Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.

NOT FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES. THIS NEWS 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 U.S. PERSONS UNLESS REGISTERED UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THIS NEWS RELEASE DOES NOT CONSTITUTE AN OFFER OR SALE OF SECURITIES IN THE UNITED STATES.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/318144

Source: Tres-Or Resources Ltd.