Tres-Or Announces Agreement to Option Fontana Gold Project
Tres-Or Announces Agreement to Option
Fontana Gold Project
VANCOUVER
,
June 11, 2019
/CNW/ - Tres-Or Resources Ltd. ("Tres-Or" or the "Company")
(
TSXV:
TRS, OTCPK: TRSFF) is pleased to announce that it has entered into a definitive option
agreement (the "Option Agreement") with Kiboko Exploration Inc. ("Kiboko") to advance the
Company's Fontana Gold Project located near
Amos
, Québec (the "Transaction"). All amounts are
expressed in Canadian dollars unless stated otherwise.
Under the terms of the Option Agreement, Kiboko can earn an initial 65% interest in the Fontana
Gold Project, subject to underlying royalties, within a four-year period from the closing of the
Transaction under the following conditions:
(a)
Making total cash payments or subscribing for securities of Tres-Or totalling $1,000,000, and,
(b)
complete a technical report prepared in accordance with NI 43-101 that establishes a mineral resource estimate of no less than one million (1,000,000) ounces of gold of
Inferred classification or higher, or incur expenditures on the Fontana Gold Project's claims totalling $4,000,000.
In addition to receiving cash payments, Tres-Or shareholders will maintain meaningful upside to the
Fontana Gold Project as the staged option agreement is expected to result in a joint venture as
spending or technical milestones are achieved.
Kiboko will be the operator of all work programs on the Fontana Gold Project. Tres-Or will have
representation on the Fontana Gold Project's Technical, Environmental, Safety, and Social
Committee, whose members shall approve all work programs, budgets, and disclosure related to
the project.
Upon earning a 65% interest, Kiboko will have the option to affect a merger with Tres-Or, form a
joint venture, or acquire an additional 25% interest, for an aggregate 90% interest. The additional
25% interest may be acquired by incurring additional exploration expenditures of
$2,000,000
within a
six-year period from the date of the Transaction's closing or by completing a preliminary economic
assessment and a supporting technical report prepared in accordance with NI 43-101.
Upon earning a 90% interest, Kiboko will have the option to affect a merger or joint venture. In the
event of a formation of a joint venture, each party to the joint venture will be responsible for its pro
rata share of project expenditures. Should any party to the joint venture fall below a 10%
participating interest, their interest shall convert to a 1% Net Smelter Returns ("NSR") royalty on the
first 1,000,000 ounces of gold production. The remaining participating party shall also have a
customary 90-day right-of-first-refusal ("ROFR") on the sale of any portion of the NSR and the right
to purchase one-half of the NSR for
$1,000,000
.
As part of the Option Agreement, Globex Mining Enterprises Inc. ("Globex") has agreed that its
royalty agreements, as they pertain to certain claims that comprise the Fontana Gold Project, will be
extinguished and replaced with a single 2% NSR royalty agreement for the entire Fontana Gold
Project (the "New Royalty Agreement"). The New Royalty Agreement provides for a customary 90-
day ROFR on the sale of any portion of the NSR in favour of Tres-Or and Kiboko. The New Royalty
Agreement will also provide for a customary option to buyout one-half of the 2% NSR for
$2,000,000
at any time prior to commercial production.
In addition, Tres-Or and Kiboko have both agreed to recognize and confirm an additional 1.8% NSR
on the Chenier claims (the "Chenier Family NSR") under the condition that Globex's right to purchase
this royalty at any time for
$360,000
be extended to Tres-Or and Kiboko. Tres-Or and Kiboko have
been granted a customary 90-day ROFR on any potential sale of the Chenier Family NSR.
With respect to payments due to Globex, the current payments schedule will be extinguished and
restated as follows:
On or about the closing of the Transaction
$100,000
On or before January 1, 2021
200,000
On or before January 1, 2022
200,000
$500,000
The Option Agreement is subject to certain closing conditions, including, but not limited to, the
approval of the TSX Venture Exchange.
About Kiboko Exploration Inc.
Kiboko is a private company whose management and technical team consists of structural
geologists, mineral resource evaluators, and mining executives that have contributed to the securing
of hundreds of millions of dollars of capital for mining and exploration ventures around the world. In
particular, Kiboko's team has a demonstrated history of advancing structurally-complex orogenic
coarse-gold deposits like the Fontana Gold Project from exploration through resource definition,
feasibility, and permitting. Additional information related to Kiboko is available on the Company's
website (
www.kibokoexploration.com
)
About Tres-Or Resources Ltd.
Tres-Or Resources Ltd. (TSX-V: TRS) is a Canadian resource company focused on exploring for
diamond resources in the Témiscamingue region of Québec. The Company's Fontana Gold Project
in the Abitibi region of Québec has been optioned to Kiboko Exploration Inc. 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.
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. 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.
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%SEDAR: 00008208E
For further information:
Laura Lee Duffett, President & CEO: +1 (604) 541-8376 - info@tres-
or.com; Website: www.tres-or.com
CO: Tres-Or Resources Ltd.
CNW 09:00e 11-JUN-19