Tres-OR Announces a Private Placement FOR Macrodiamond Testing Programs FOR Its Guigues Diamond Project IN Québec

THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

TRES-OR ANNOUNCES A PRIVATE PLACEMENT FOR MACRODIAMOND TESTING

PROGRAMS FOR ITS GUIGUES DIAMOND PROJECT IN QUÉBEC

Vancouver, B.C. – December 9, 2021 - 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 $550,000 through the sale of Common Share Units (as defined

herein) and Flow -Through Units (as defined herein) (the “ Private Placement ”) to advance its

Guigues diamond exploration project near Notre-Dame-du-Nord, Québec (the “Guigues Project”).

All dollar amounts are in Canadian dollars.

• Flow-through proceeds to be used to fund 202 1-2022 exploration and macrodiamond

testing programs for the Guigues Diamond Project

• General working capital and business development

Private Placement Terms

The Company intends to issue a minimum of 2,500,000 common share units at a price of $0. 10

per unit (a “Common Share Unit” or “CS Unit”) for gross proceeds of $250,000. Each CS Unit will

consist of one common share and one half of one transferable common share purchase warrant (a

“Warrant”). Each whole Warrant will entitle the holder to purchase one additional common share

of the Company at an exercise price of $0.20 for a period of two (2) years from the date of issue.

The Company also intends to issue up to 2,500,000 flow-through units at a price of $0.12 per unit

(a “Flow-Through Unit” or “FT Unit”) for gross proceeds of up to $ 300,000. 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 $0.20 for

a period of two (2) years 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, 2021, in an

amount not less than the gro ss proceeds raised from the issu ance 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 2021-2022 exploration

program to complete the first macrodiamond testing by processing a mini bulk sample of +10 tonnes

of Guigues core samples for macrodiamonds (diamonds > 0.425mm), further microdiamond and

other testing of the Company’s 100% owned Guigues kimberlite pipe at an estimated cost of

$300,000.

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Tres-Or Head Office: 1934 - 131 Street | White Rock, B.C. | Canada V4A 7R7

Tel: 604-541-8376 | Fax: 604-541-8926 | www.tres-or.com

A comprehensive description of the Company’s 2021 exploration work programs, is presented in a

series of the Company’s news release titled, “Tres-Or Announces Recovery Of Significantly More

Microdiamonds From New Samples Of The Guigues Kimberlite Pipe In Quebec, January 5, 2021,

Tres-Or Announces Type II Microdiamonds Dominate At The Guigues Kimberlite Pipe In Quebec,

April 6, 2021, Macrodiamond Analyses Recommended, Microdiamond Photos (Dominantly Type

II) From Tres-Or’s Guigues Pipe In Québec, May 5, 2021 and Macrodiamond Drill Program Ready

To Start At Tres-Or’s Guigues Pipe In Québec, November 1, 2021”.

Details of 2021 Macrodiamond drill program completed at Tres-Or’s Guigues pipe in Québec are

reported in the Company news release dated November 16, 2021 and is available on SEDAR and

the Company’s website.

Insiders Plan to Participate in the Private Placement

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 participa tion 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 in one or more closings with the first expected to occur

on or about December 31, 2021, 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 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.

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.

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Tres-Or Head Office: 1934 - 131 Street | White Rock, B.C. | Canada V4A 7R7

Tel: 604-541-8376 | Fax: 604-541-8926 | www.tres-or.com

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

President and CEO

For further information:

Laura Lee Duffett, President & CEO: +1 (604) 541-8376 – [email protected]

Dean Claridge, Business Development: +1 (604) 688-8700

Website: www.tres-or.com

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.