Tres-Or Announces $1 Million Private Placement for Drilling and Modern Microdiamond Testing Programs for its Guigues Diamond Exploration Project in Québec
Tres-Or Announces $1 Million Private
Placement for Drilling and Modern
Microdiamond Testing Programs for its
Guigues Diamond Exploration Project in
Québec
/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.
View original content:
http://www.newswire.ca/en/releases/archive/May2019/28/c4546.html
%SEDAR: 00008208E
For further information:
Laura Lee Duffett, President & CEO: +1 (604) 541-8376 - info@tres-
or.com; David Vinokurov, Sniper Capital Corp: +1 (416) 716-9281 - [email protected],
Website: www.tres-or.com
CO: Tres-Or Resources Ltd.
CNW 09:00e 28-MAY-19