Tesoro Minerals Announces Successful Completion of Over-Subscribed Private Placement

NOT FOR DISTRIBUTION TO US NEWSWIRE SERVICES NOR FOR DISSEMINATION IN THE UNITED STATES OF AMERICA

VANCOUVER, British Columbia, May 11, 2018 (GLOBE NEWSWIRE) -- Tesoro Minerals Corp., (“Tesoro” or the “Company”) (TSX Venture:TES) is pleased to announce that it has completed its previously announced non-brokered private placement financing (the “Private Placement”) raising aggregate gross proceeds of $336,000 by the issuance of 5,600,000 units at $0.06 per unit (all dollar amounts in CAD$). Each Unit consists of one common share (a "Share") and one transferable common share purchase warrant (each whole common share purchase warrant, a “Warrant”). Each Warrant will entitle the holder to purchase one additional Share at a price of $0.12 per Share for a period of two years from the date hereof. Tesoro originally announced a private placement of $300,000, but agreed to increase the size of the financing due to investor demand.

In connection with the Private Placement, the Company paid a finder’s fee in respect of subscribers introduced to the Company, which consisted of a cash payment of $20,160 (rather than in shares as previously disclosed in Tesoro’s press release dated March 27, 2018).

The net proceeds of the Private Placement are expected to be used by Tesoro for general working capital and operating expenses to support business efforts.

The Private Placement is subject to final acceptance by the TSX Venture Exchange. All securities issued under the Private Placement are subject to a four month and one-day restricted resale period expiring on September 12, 2018 in accordance with the policies of the TSX Venture Exchange and applicable securities laws.

One insider of the Company participated in the Private Placement, thereby making the Private Placement a “related party transaction”, as defined under Multilateral Instrument – Protection of Minority Security Holders in Security Transactions (“MI 61-101”). The Private Placement was exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as the Company is not listed on a specified market (as set out in Section 5.5(b) of MI 61-101) and the fair market value of the units issued to, nor the consideration paid by, the insider exceeded $2,500,000 (as set out in Section 5.7(b) of MI 61-101). Tesoro did not file a material change report in respect of the related party transaction at least 21 days before closing of the Private Placement as the date of closing and insider participation was not previously known.

About Tesoro

The Company has assembled a team of experienced geoscientists with extensive exploration experience in the Americas with the aim of acquiring other assets. For further information on the Company please contact Peter Tegart, President & CEO at peter.tegart@gmail.com or at (604) 349-1244.

Neither the TSX Venture Exchange nor the Investment Industry Regulatory Organization of Canada accepts responsibility for the adequacy or accuracy of this release.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933 (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as defined in 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.