Tesoro Minerals Corp .
TESORO MINERALS CORP .
Suite 1005, 409 Granville Street
Vancouver, BC, V6C 1A5 Canada
TESORO MINERALS ANNOUNCES PROPOSED SHARE CONSOLIDATION
(Not for distribution to United States newswire services or for dissemination
in the United States of America)
May 26, 2025 (TSX Venture Exchange: TES) – Tesoro Minerals Corp., (“Tesoro ” or the
“Company”) is pleased to announce the details of a proposed consolidation of its common
shares on a ratio of one (1) post -consolidation share for every four (4) pre -consolidation
share (the “Proposed Consolidation”).
Management believes that the Proposed Consolidation is in the best interest of the
Company and will allow the Company greater possibilities with respect to future financings.
The Proposed Consolidation is subject to approval TSX Venture Exchange (the “Exchange”)
as well as by the shareholders (“ Shareholders”) of the Company at its Annual and Special
General Meeting to be held on Tuesday, June 24, 2025 (the “Meeting”).
Presently, the Company has 131,627,549 common shares issued and outstanding and if the
Proposed Consolidation is approved by the Shareholders at the Meeting, it will reduce the
number of common shares issued and outstanding upon effect of the Proposed
Consolidation to approximately 32,906,887 common shares.
No fractional common shares will be issued in connection with the Proposed Consolidation.
Any fractional common shares resulting from the Proposed Consolidation will be rounded
down to the nearest whole common share and no cash consideration will be paid in respect
of fractional common shares.
The exercise price and number of common shares of the Company issuable upon the
exercise of outstanding stock options, warrants or other convertible securities will be
proportionately adjusted to reflect the Proposed Consolidation.
The Company does not intend to change its name or seek a new stock trading symbol from
the Exchange in connection with the Proposed Consolidation. The Proposed Consolidation
remains subject to acceptance by the Exchange and Shareholders of the Company.
Following receipt of approval of the Shareholders of the Company and the acceptance of the
Exchange, the Company will complete the necessary filings in order to give effect to the
Proposed Consolidation. Once complete, a letter of transmittal will be sent by mail to
registered Shareholders advising them that the Proposed Consolidation has taken effect and
instructing them to surrender the certificates evidencing their common shares for
replacement certificates representing the number of common shares to which they are
entitled as a result of the Proposed Consolidation. Until surrendered, each certificate
formerly representing common shares will be deemed for all purposes to represent the
number of common shares to which the holder thereof is entitled as a result of the Proposed
Consolidation.
The Company is considering a financing to facilitate new transaction acquisitions and
believes that the Proposed Consolidation will improve its capital structure and better
position the Company to attract long-term investment.
About Tesoro
The Company has assembled a team of experienced geoscientists with extensive
exploration experience in the Americas with the aim of acquiring further assets.
For further information on the Company please contact Scott McLean, Interim President &
CEO at [email protected] or (604) 983-8848.
On Behalf of the Board of Directors
“Scott McLean”
Scott McLean
Interim President & CEO
Neither the TSX Venture Exchange nor the Investment Industry Regulatory Organization of
Canada accepts responsibility for the adequacy or accuracy of this release.
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 of America. The securities have not been and will not
be registered under the United States Securities Act of 1933 (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 (as defined in 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.
Cautionary Statements regarding Forward-Looking Information
Certain statements contained in this press release constitute forward-looking information.
These statements relate to future events or future performance. The use of any of the words
"could" , "intend" , "expect" , "believe" , "will" , "projected" , "estimated" and similar expressions
and statements relating to matters that are not historical facts are intended to identify
forward-looking information and are based on the Company's current belief or
assumptions as to the outcome and timing of such future events. Actual future results may
differ materially.
All statements including, without limitation, statements relating to the ability to complete
the offering on the proposed terms or at all, anticipated use of proceeds from the offering
and receipt of regulatory approvals with respect to the offering as well as any other future
plans, objectives or expectations of the Company are forward-looking statements that
involve various risks and uncertainties. There can be no assurance that such statements
will prove to be accurate and actual results and future events could differ materially from
those anticipated in such statements. Important factors that could cause actual results to
differ materially from the Company's plans or expectations include risks relating to the
availability of capital and financing, general economic, market or business conditions,
regulatory changes, the COVID-19 pandemic or other similar health crisis, timeliness of
government or regulatory approvals and other risks detailed herein and from time to time in
the filings made by the Company with securities regulators. The Company expressly
disclaims any intention or obligation to update or revise any forward-looking statements
whether as a result of new information, future events or otherwise except as otherwise
required by applicable securities legislation.