Torrent Gold Announces Closing of Private Placement and Debt Settlement
Torrent Gold Announces Closing of Private Placement and Debt Settlement
VANCOUVER, BRITISH COLUMBIA September 4, 2024 – Torrent Gold Inc. (CSE: TGLD) (Frankfurt: RV0)
(“Torrent” or the “Company”) has closed the previously announced non-brokered private placement (the
“Private Placement ”) whereby the Company issued 1,500,000common shares in the capital of the
Company (“Common Shares”) at a price of $0.05 per Common Shares for aggregate gross proceeds of
$75,000.
The Company has also closed the previously announced debt settlement of $287,985 through the issuance
of 2,879,851 Common Shares at a deemed price of $0.10 per Common Share (the “Debt Settlement” and
together with the Private Placement, the “Transactions”).
All securities issued pursuant to the Transactions are subject to a statutory hold period of four months
and one day from the date of issuance.
Edward Max Baker, President & Chief Executive Officer and director of the Company, Alex Kunz, director
of the Company, Daniel Kunz, director of the Company, Cross Davis & Co. LLP (“Cross Davis”), an entity
beneficially owned, controlled and directed by Scott Davis, Chief Financial Officer of the Company and
Daniel Kunz & Associates, LLC (“DKA”), an entity beneficially owned, controlled and directed by Alex Kunz
and Daniel Kunz, are “related parties” of the Company pursuant to Multilateral Instrument 61-101 – Take
Over bids and Special Transactions (“M1 61-101”) and participated in the Transactions. Accordingly, the
Transactions each constitute a “related party transaction” within the meaning of MI 61-101. Pursuant to
the Transactions, Edward Max Baker received an aggregate of 500,000 Common Shares, Alex Kunz
received an aggregate of 2,053,322 Common Shares, Daniel Kunz received an aggregate of 500,000
Common Shares, Cross Davis received an aggregate of 435,067 Common Shares and DKA received an
aggregate of 891,462 Common Shares. The Company is not required to obtain a formal valuation or
minority shareholder approval in connection with the Transactions in reliance on sections 5.5(g) and
5.7(1)(e) of MI 61-101, which provide an exemption where certain financial hardship criteria set out in MI
61-101 are met. The Company’s decision to rely on the financial hardship exemption was made upon: (i)
the Company being in serious financial difficulty, (ii) the Transactions being designed to improve the
financial position of the Company, (iii) the Company is not bankrupt, insolvent or subject to a court order
in respect of the foregoing, and (iv) the independent directors of the Company, all of whom are unrelated
to the non-arm’s length participants to the Transactions, made recommendation to the Board with
respect to the merits of the Transactions, being reasonable in the circumstances. The Company did not
file a material change report in respect of the Private Placement or Debt Settlement on SEDAR+ less than
21 days prior to closing thereof due to the fact that the Company wished to close the Private Placement
and Debt Settlement as soon as practicable to enable it to continue its business pursuits and reduce its
liabilities.
Prior to the Transactions, Alex Kunz owned and controlled, directly or beneficially, an aggregate of 622,375
Common Shares (23,625 of which are held by DKA and apportioned to Alex Kunz) and 207,500 convertible
securities to acquire an additional 207,500 Common Shares representing approximately 3.04% of the
issued and outstanding Common Shares (or approximately 4.02% of the Common Shares calculated on a
partially diluted basis, assuming the exercise of the 207,500 convertible securities).
Following the closing of the Transactions, Alex Kunz owns and controls, directly or beneficially, an
aggregate of 2,943,136 Common Shares (291,064 of which are held by DKA and apportioned to Alex Kunz)
and 207,500 convertible securities to acquire an additional 207,500 Common Shares representing
approximately 11.86% of the issued and outstanding Common Shares (or approximately 12.59% of the
Common Shares calculated on a partially diluted basis, assuming the exercise of the 207,500 convertible
securities).
The Common Shares were acquired in a private placement transaction which did not take place through
the facilities of any market for the Company’s securities. The Transactions were effected for investment
and debt settlement purposes and Alex Kunz could increase or decrease his investments in the Company
at any time, or continue to maintain his current investment position, depending on market conditions or
any other relevant factor. The Common Shares were acquired for aggregate consideration of $25,000 and
for the debt settlement, an aggregate of $26,744 (reflecting the percentage of the DKA debt apportioned
to Alex Kunz) plus $155,332 in debt settlement for an aggregate of $182,076, pursuant to the exemption
set out in National Instrument 72-503 – Distribution of Securities Outside British Columbia.
This portion of this new release is issued pursuant to National Instrument 62-103 – The Early Warning
System and Related Take-Over Bid and Insider Reporting Issues , which also requires an early warning
report to be filed on SEDAR+ (www.sedarplus.com) containing additional information with respect to the
foregoing matters. A copy of the related early warning report may be obtained on the Company's SEDAR+
profile or by contacting Alex Kunz at 1-208-926-6379.
About Torrent Gold Inc.
Torrent Gold is a mineral exploration company acquiring and exploring mineral properties during the
current resource commodity cycle. Torrent holds two gold exploration properties in the Great Basin. The
Company has a Boise, Idaho based technical team that is well positioned to conduct exploration in Idaho,
Nevada, and Utah.
ON BEHALF OF THE BOARD OF DIRECTORS
Edward Max Baker
President and Chief Executive Officer
FOR FURTHER INFORMATION PLEASE CONTACT:
Edward Max Baker
Torrent Gold Inc.
Suite 250 750 West Pender St.
Vancouver, British Columbia
V6C 2T7
Telephone: (775) 527-8061
email: [email protected]
Neither the CSE nor its Market Regulator (as that term is defined in the policies of the CSE) accepts
responsibility for the adequacy or accuracy of this release.