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TRS.V ·

Tres-OR Closes First Tranche of Private Placement

Financings

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

LEGAL_31592265.1

NEWS RELEASE

TRES-OR CLOSES FIRST TRANCHE OF PRIVATE PLACEMENT

Vancouver, B.C. – July 23, 2019 - Tres-Or Resources Ltd. (TSX-V: TRS) (the “ Company”) is

pleased to announce that, further to its news release of May 28 , 2019, it has closed the first

tranche of its private placement of 773,478 flow-through units (the “ FT Units ” ) a t a p r i c e o f

$0.23 per FT Unit and 2,533,053 non flow-through units (the “ CS Units”) at a price of $0.19 per

CS Unit, for total proceeds of $659,180 (the “Offering”).

Each CS Unit consists of one common share and one common share purchase warrant (a

“Warrant”). Each Warrant entitles the holder to purchase one additiona l common share of the

Company at an exercise price of $0.28 for a period of three yea rs from the date of issue. Each

FT Unit consists of one flow-through common share (a “ FT Share ”) and one-half of one

common share purchase warrant (a “ FT Warrant”). Each whole FT Warrant entitles 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 Sha res entitle the holder to receive

the tax benefits applicable to flow-through shares, in accordan ce with provisions of the Income

Tax Act (Canada).

The gross proceeds from the issuance of FT Units will be used s olely for Canadian Exploration

Expenses (“CEE”) that are “flow-through mining expenditures” (as such terms a re defined in the

Income Tax Act (Canada)) on the Company's Guigues Project, near Notre Dame du Nord, in

Québec. The net proceeds from the sale of the CS Units will be used to fund exploration, for

property-related expenses, and for general corporate and working capital purposes.

All securities issued under the Offering are subject to a statu tory hold period ending

November 20, 2019 in accordance with applicable Canadian securities laws.

About Tres-Or Resources Ltd.

Tres-Or Resources Ltd. (TSX-V: TRS) is a Canadian resource comp any focused on exploring

for diamond resources in the Témiscamingue region of Québec. Th e Company also has

exposure to certain gold projects in the Abitibi region of Québ ec that have 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

For further information:

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

Website: www.tres-or.com

Neither the TSX Venture Exchange nor its Regulation Service Pro vider (as the term is defined in the policies

of the TSX Venture Exchange) accepts responsibility for the adequacy of accuracy of this news release.