Ms. Laura Duffett reports

TRES-OR ANNOUNCES SIGNING OF DEFINITIVE SHARE EXCHANGE AGREEMENT FOR ACQUISITION OF THE STONECUTTER DIAMOND-GOLD PROJECT

Tres-Or Resources Ltd. has entered into a definitive share exchange agreement dated Oct. 7, 2026, with 2540575 Ontario Inc. (Ont-Co) and Tres-Or TEC Holding LP, for the previously announced acquisition of the Stonecutter diamond-gold project in Northwestern Ontario. The transaction was previously announced by the company on July 13, 2026, in connection with the signing of a non-binding letter of intent.

Laura Lee Duffett, Tres-Or's chief executive officer, stated: "We are pleased to have reached this important milestone with the signing of the definitive share exchange agreement for the Stonecutter diamond-gold project. This agreement represents the culmination of extensive due diligence and negotiations, and we look forward to advancing the transaction through the shareholder approval process and toward closing."

Transaction terms

Pursuant to the share exchange agreement, the company will acquire all of the issued and outstanding common shares of Ont-Co from TEC Holding in exchange for the issuance of common shares of the company, following which Ont-Co will become a wholly owned subsidiary of the company. The transaction is expected to constitute a reverse takeover of the company under the policies of the TSX Venture Exchange, as TEC Holding will own a majority of the outstanding company shares following closing. Ont-Co is an Ontario private company, which, upon completion of a preclosing reorganization, will be wholly owned by TEC Holding, a limited partnership managed by Third Eye Capital Corp. or its affiliates. Ont-Co holds the Stonecutter project, composed of 111 patented and unpatented mining claims covering approximately 16 square kilometres near the town of Wawa, Ont. Pursuant to the share exchange agreement, TEC Holding will be entitled to receive:

• 54,545,455 company shares, representing an aggregate value of $3-million (based on a price of 5.5 cents per share) plus 1,661,145 company shares in satisfaction of certain expenses of Ont-Co associated with the transaction;
• A follow-on payment of $1-million, payable in cash, company shares or a combination thereof, upon the company filing a mineral resource estimate compliant with National Instrument 43-101 containing an estimate of more than 1.0 million carats of commercial-sized diamonds;
• A lump sum cash payment of $1-million upon a commercial production decision for the Stonecutter project;
• A 2-per-cent gross sales royalty on diamond and gold sales from the Stonecutter project, up to a maximum aggregate amount of $28-million.

The consideration shares and RTO expense conversion shares will be subject to resale restrictions under applicable securities laws and may be subject to escrow under the policies of the TSX-V. TEC Holding has also agreed to participate in the Tres-Or share financing (as defined below) with a lead order of 58 per cent of the lesser of the aggregate gross proceeds of the Tres-Or share financing and $400,000.

Tres-Or financing

In conjunction with the transaction, Tres-Or intends to complete the following financings and conversions:

• A non-brokered private placement of approximately 7,272,727 company shares at an expected price of 5.5 cents per share for gross proceeds of approximately $400,000, to be used for working capital purposes;
• A non-brokered private placement of between 5,405,405 and 6,756,756 flow-through shares at a price of 7.4 cents per flow-through share for gross proceeds of between $400,000 and $500,000;
• Conversion of approximately $736,546 of the company's accounts payable owing as of Feb. 28, 2026, into 13,391,746 company shares at a price of 5.5 cents per share; and
• Conversion of loans advanced by insiders of the company to finance transaction costs, in an estimated aggregate amount of $112,863, into an estimated 2,052,054 company shares at a price of 5.5 cents per share.

The company currently has 25,233,863 company shares issued and outstanding. Assuming completion of the debt conversion and the maximum Tres-Or financing, it is estimated that there will be approximately 54,707,146 company shares outstanding prior to the issuance of the consideration shares and the RTO expense conversion shares, and approximately 110,913,746 company shares outstanding following the completion of the transaction.

For further details regarding the transaction, including information about Ont-Co, the Stonecutter project, proposed directors and officers, share structure, insiders and control persons, selected financial information for Ont-Co, and other terms, please refer to the company's news release dated July 13, 2026, available under Tres-Or's SEDAR+ profile and its website.

Trading in Tres-Or common shares

Trading in company shares has been halted in compliance with the policies of the TSX Venture Exchange. Trading in company shares will remain halted pending the review of the transaction by the TSX-V and satisfaction of the conditions of the TSX-V for resumption of trading. It is possible that trading of company shares will not resume prior to the closing of the transaction.

Conditions precedent

The completion of the transaction remains subject to a number of terms and conditions set forth in the share exchange agreement, including, among other things: (i) approval of the shareholders of the company at an annual general and special meeting of shareholders; (ii) acceptance of the transaction by the TSX-V and the listing of the consideration shares and RTO expense conversion shares; (iii) completion of the Tres-Or financing for not fewer than the minimum amounts contemplated by the share exchange agreement, and completion of the debt conversion; (iv) completion of a reorganization of Ont-Co pursuant to which TEC Holding will become the sole shareholder of Ont-Co, and the termination and discharge of Ont-Co's existing credit facility and all related liens; (v) the company and TEC Holding entering into a definitive royalty agreement and an investor rights agreement; (vi) there being no material adverse change in respect of either the company or Ont-Co; (vii) the receipt of all necessary consents, orders and regulatory approvals; and (viii) such other customary conditions of closing. Closing is currently scheduled to occur on Dec. 15, 2026, and either the company or Ont-Co may terminate the share exchange agreement if closing has not occurred on or before Dec. 31, 2026 (or such later date as they may agree). There can be no assurance that the transaction will be completed on the terms proposed, or at all.

Shareholder meeting

Tres-Or anticipates calling an annual general and special meeting of shareholders to approve certain matters, including the election of the board of directors of the resulting issuer (as defined below), the appointment of Davidson & Company LLP as auditor of the resulting issuer, the ratification of share compensation arrangements of the resulting issuer and the approval of the share exchange.

Proposed board of directors

Pursuant to the share exchange agreement, upon completion of the transaction, it is expected that the board of directors of the company following closing will be composed of the following individuals, subject to compliance with the requirements of the TSX-V and applicable securities and corporate laws:

• Ms. Duffett -- director, chief executive officer, president and secretary;
• Kenneth Johnson -- director;
• Martin Doyle, PGeo, MBA -- director;
• Michael Niklaus -- director (nominated by TEC Holding); and
• One additional qualified individual to be nominated by TEC Holding.

Pursuant to the investor rights agreement to be entered into at closing, for so long as TEC Holding, directly or indirectly, beneficially owns more than 30 per cent of the outstanding company shares, it will be entitled to nominate two directors to the board of the resulting issuer, and, for so long as it owns 10 per cent or more but not more than 30 per cent, TEC Holding will be entitled to nominate one director. Biographical information regarding the proposed directors was included in the company's news release dated July 13, 2026.

About Tres-Or Resources Ltd.

Tres-Or is a Canadian mineral exploration company incorporated in the province of British Columbia in 1986 and listed on the TSX Venture Exchange under the symbol TRS. Tres-Or is focused on the discovery and development of diamond and gold deposits in Canada, with a portfolio of exploration projects in Quebec and Ontario. Leveraging extensive technical expertise in diamond and gold exploration, the company is dedicated to advancing high-potential mineral assets and creating long-term value for shareholders through responsible resource development.

Qualified person

The technical content of this news release has been reviewed and approved by Carl Verley, PGeo, who is a qualified person as defined under National Instrument 43-101.

Further information

Additional information concerning the transaction, Tres-Or, Ont-Co and the resulting issuer will be provided in an information circular to be filed by the company in connection with the annual general and special meeting of shareholders, which will be available in due course under Tres-Or's SEDAR+ profile.

We seek Safe Harbor.