News release
Torr Metals Inc.
250 Southridge NW, Suite 300
Edmonton, AB
Canada, T6H 4M9
Torr Metals Announces Closing of Oversubscribed $5.34 Million
Private Placement and Expands Inaugural Drill Program
Vancouver, British Columbia – October 31, 2025 – Torr Metals Inc. (“Torr” or the “Company”) (TSX-
V: TMET.V), is pleased to announce that it has closed its previously announced non-brokered private
placement (the “Offering”), raising gross proceeds of $5,341,058 through the sale of:
• 6,439,706 flow-through units (the “FT Unit”) at a price of $0.17 per FT Unit. Each FT Unit consists
of one (1) flow -through common share of the Company (a “ FT Share”) and one -half (1/2) of a
common share purchase warrant (each whole warrant, a “FT Unit Warrant”). Each FT Unit
Warrant entitles the holder to acquire one (1) additional non flow-through common share of the
Company (a “Warrant Share”) at a price of $0.25 per share until October 30, 2027.
• 12,568,345 non flow-through units (the “Units”) at a price of $0.13 per Unit. Each Unit consists of
one (1) non flow -through common share of the Company (a “ Share”) and one -half (1/2) of a
common share purchase warrant (each whole warrant, a “Unit Warrant”). Each Unit Warrant
entitles the holder to acquire one (1) additional Warrant Share at a price of $0. 21 per share until
October 30, 2027.
• 12,559,729 charity flow-through units (the “ Charity FT Units”) at a price of $0.208 per Charity
FT Unit. Each Charity FT Unit consists of one (1) FT Share and one-half (1/2) of a common share
purchase warrant (each whole warrant, a “Charity FT Unit Warrant ”). Each Charity FT Unit
Warrant entitles the holder to acquire one (1) Warrant Share at a price of $0.21 per share until
October 30, 2027.
(collectively, the FT Units, Units and the Charity FT Units are the “Offered Securities”)
Malcolm Dorsey, President and CEO of Torr, commented, “This financing places Torr in a very strong
position, with approximately 70% of the flow -through portion backed by committed long-term supporters
through the charity component , with the remainder taken by substantial participation from key high-net-
worth investors. These funds provide full financing for our comprehensive drill program of up to 9,000
metres at our highway-accessible 332 km2 Kolos Copper-Gold Project in southern British Columbia. This
includes an expansion of our inaugural drilling from 1,500 to 2,500 metres, currently underway at the high-
potential Bertha Target, followed by a Phase II program of approximately 6,500 metres in Spring 2026;
targeting either Bertha or one of our three additional undrilled porphyry systems, two of which are already
drill permitted, with one further permit pending at the Sonic Zone . With 1,400 metres of drilling already
completed in Fall 2025 , we look forward to reporting assay results and sharing updates on our recently
completed surface geochemical work at Sonic and Bertha South in the coming months.”
All warrants issued in connection with this Offering will be subject to earlier expiry in the event that the
closing price of the common shares of the Company exceeds $0.35 for 10 consecutive trading days.
In connection with the sale of the Offered Securities, Torr paid a total of $217,513 in cash to arm’s length
finders (each, a “Finder”). The Company also issued a total of 1,159,297 non-transferable share purchase
warrants to eligible Finders, on the same terms as the Unit Warrants, all in accordance with the policies of
the TSX Venture Exchange.
- 2 -
All securities issued are subject to a four-month and one day hold period expiring on March 1, 2026.
All FT Shares and Charity FT Unit Warrants issued in connection with the Offering qualify as a “ flow-
through share” within the meaning of the Income Tax Act (Canada) (the “Tax Act”). The Charity FT Units
Offering was facilitated by PearTree Securities Inc. ( “PearTree”). PearTree did not receive any fees or
commissions from the Company for its role in the Offering.
The gross proceeds from the issuance and sale of the FT Units and Charity FT Units will be used to incur
eligible “Canadian exploration expenses ” that qualify as “ flow-through critical mineral mining
expenditures”, as such terms are defined in the Tax Act, and for subscribers who are qualifying individuals
under the Income Tax Act (British Columbia) (the “BC Tax Act”), these expenditures will also qualify as
“BC flow-through mining expenditures”, as defined in section 4.721(1) of the BC Tax Act (collectively, the
“Qualifying Expenditures ”). These expenditures will be incurred on Torr’s British Columbia assets,
specifically its 100% owned 275 km² Kolos Copper-Gold Project and the adjacent 57 km² Bertha Property,
which was optioned in March 2025 with the right to earn 100% ownership. The Qualifying Expenditures
will be incurred on or before December 31, 2026 , and will be renounced in favour of the subscribers with
an effective date no later than December 31, 2025, in an aggregate amount not less than the total gross
proceeds raised from the issuance of the FT Units and Charity FT Units. The net proceeds from the sale of
the Units will be utilized for general working capital.
One insider of Torr participated in the Offering and such subscription is a related party transaction for the
purposes of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions
(“MI 61 -101”), but Torr is relying on exemptions from the formal valuation and minority shareholder
approval requirements provided under sections 5.5(a) and 5.7(1)(a) of MI 61-101 on the basis that the fair
market value of the subscription, insofar as it involves the insider of T orr, does not e xceed 25% of the
market capitalization of the Issuer, as determined in accordance with MI 61-101.
For additional information with regards to the Offering, please refer to Torr’s news release dated September
25, 2025, and October 14, 2025, available for viewing on Torr’s SEDAR+ profile (www.sedarplus.ca).
This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be
any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be
unlawful, including any of the securities in the United States of America. The securities issuable pursuant
to the Offering have not been, and will not be, registered under the U.S. Securities Act or any U.S. state
securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of,
U.S. persons, absent registration or any applicable exemption from the registration requirements of the U.S.
Securities Act and applicable U.S. state securities laws.
About Torr Metals
Torr Metals, headquartered in Edmonton, Alberta, is focused on unlocking new copper and gold discovery
potential within proven, highly accessible mining districts across Canada, areas with both established
infrastructure and a growing need for near -term feed. Torr ’s 100% -owned, district -scale assets are
strategically located for cost -effective, year -round exploration and development. The 275 km² Kolos
Copper-Gold Project and strategically optioned 57 km2 Bertha Property, situated directly along Highway 5
in southern British Columbia’s prolific Quesnel Terrane, lie just 30 km southeast of Canada’s largest open-
pit copper operation at the Highland Valley Copper Mine, and 40 km south of the city of Kamloops. In
northern Ontario, the 261 km² Filion Gold Project covers a virtually unexplored greenstone belt with high-
grade orogenic gold potential. It sits just off the Trans -Canada Highway 11, approximately 42 km from
Kapuskasing and 202 km by road from the Timmins mining camp, home to world-class operations like
Hollinger, McIntyre, and Dome. To learn more, visit Torr Metals online or view company documents via
SEDAR+ at www.sedarplus.ca.
- 3 -
On behalf of the Board of Directors
Torr Metals Inc.
“Malcolm Dorsey“
Malcolm Dorsey
President, CEO and Director
For further information:
Malcolm Dorsey
Telephone: 236-982-4300
Email: [email protected]
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press
release.
Cautionary Statement Regarding Forward-Looking Information
This press release contains certain information that may constitute “forward-looking information” under applicable
Canadian securities legislation. Generally, forward -looking information can be identified by the use of forward
looking terminology such as “ plans”, “expects”, or “ does not expect ”, “is expected ”, “budget”, “scheduled”,
“estimates”, “forecasts”, “intends”, “anticipates”, or “does not anticipate ”, or “ believes” or variations of such
words and phrases or state that certain actions, events or results “ may”, “could”, “would”, “might”, or “will be
taken”, “occur”, or “be achieved”. Forward looking information in this news release includes, but is not limited to:
structure and terms of the Offering, the anticipated closing date of the Offering, the intended use of proceeds of the
Offering, and approval of the Offering by the TSX -V. Forward -looking information is necessarily based upon a
number of assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and
other factors which may cause the actual results and future events to differ materially from those expressed or implied
by such forward-looking information. Factors that could affect the outcome include, among others: future prices and
the supply of metals, the future demand for metals, the results of drilling, inability to raise the money necessary to
incur the expenditures required to retain and advance the Company ’s properties, environmental liabilities (known
and unknown), general business, economic, competitive, political and social uncertainties, results of exploration
programs, risks of the mining industry, delays in obtaining governmental approvals, and failure to obtain regulatory
or shareholder approvals. There can be no assurance that such information will prove to be accurate, as actual results
and future events could differ materially from those anticipated in such information. Accordingly, readers should not
place undue reliance on forward-looking information. All forward looking information contained in this press release
is given as of the date hereof and is based upon the opinions and estimates of management and information available
to management as at the date hereof. Other factors which could materially affect such forward -looking information
are described in the risk factors in the Company ’s most recent annual management’s discussion and analysis which
is available on the Company’s profile on SEDAR+ at www.sedarplus.ca. Torr disclaims any intention or obligation
to update or revise any forward -looking information, whether as a result of new information, future events or
otherwise, except as required by law.
Not for distribution to United States newswire services or for dissemination in the United States.