Tres-Or Resources Ltd. (TSXV: TRS) has signed a definitive share exchange agreement, dated October 7, 2026, to acquire the Stonecutter Diamond-Gold Project near Wawa, northwestern Ontario. The transaction is structured as a reverse takeover and involves a multi-stage consideration package totalling potential payments well beyond the initial $3-million share issuance. Trading in TRS shares remains halted pending TSX Venture Exchange review, making the deal a key focus for investors monitoring the company's transformation.

Key Points

  • Tres-Or Resources Ltd. (TSXV: TRS | OTC Pink: TRSFF) signed the definitive Share Exchange Agreement on October 7, 2026
  • The company will acquire all shares of 2540575 Ontario Inc., holder of the Stonecutter Diamond-Gold Project, in exchange for newly issued Tres-Or common shares
  • TEC Holding will receive 54,545,455 consideration shares valued at $3,000,000, plus milestone payments and a 2% gross sales royalty capped at $28,000,000
  • Investors should watch for shareholder meeting approval, TSXV acceptance, and the scheduled December 15, 2026 closing date

Stonecutter Project Scale and Share Exchange Structure

The Stonecutter Diamond-Gold Project comprises 111 patented and unpatented mining claims covering approximately 16 km² near Wawa, Ontario. Under the Share Exchange Agreement, Tres-Or will issue 54,545,455 consideration shares to TEC Holding — a limited partnership managed by Third Eye Capital Corporation or its affiliates — representing $3,000,000 at $0.055 per share. An additional 1,661,145 shares will be issued to cover certain transaction expenses. Following closing, TEC Holding will hold a majority of outstanding Tres-Or shares, which is why the TSXV classifies this as a reverse takeover.

Milestone Payments and Gross Sales Royalty on Diamonds and Gold

Beyond the initial share consideration, TEC Holding is entitled to a $1,000,000 follow-on payment upon filing a NI 43-101-compliant Mineral Resource Estimate containing more than 1.0 million carats of commercial-sized diamonds, and a further $1,000,000 lump-sum cash payment upon a commercial production decision. TEC Holding will also receive a 2% gross sales royalty on diamond and gold production from the project, capped at a maximum aggregate of $28,000,000. These contingent payments underscore the project's staged value-unlock structure.

Tres-Or Financing Package to Support the Transaction

Concurrent with the deal, Tres-Or intends to raise capital through a non-brokered private placement of approximately 7,272,727 shares at $0.055 per share for roughly $400,000 in working capital, and a separate flow-through share placement expected to raise between $400,000 and $500,000 at $0.074 per share. The company also plans to convert approximately $736,546 in accounts payable and approximately $112,863 in insider loans into equity at $0.055 per share. Post-transaction, total shares outstanding are estimated at approximately 110,913,746.

Conditions, Trading Halt, and Anticipated Closing Timeline

Closing is targeted for December 15, 2026, with a hard termination deadline of December 31, 2026. Conditions include shareholder approval at an annual general and special meeting, TSXV acceptance, completion of the financing, and various regulatory consents. Trading in TRS shares is currently halted under TSXV policy and may remain so until closing. The release states there can be no assurance the transaction will be completed on the proposed terms or at all.