Torrent Gold Announces Private Placement, Debt Settlement and new CEO
Torrent Gold Announces Private Placement, Debt Settlement, and new Chief
Executive Officer
VANCOUVER, BRITISH COLUMBIA August 27, 2024 – Torrent Gold Inc. (CSE: TGLD) (Frankfurt: RV0)
(“Torrent” or the “Company”) announces that it intends to complete a non-brokered private placement
(the “ Private Placement ”) consisting of 1,500,000 common 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.
Closing of the Private Placement is expected to occur on or around September 4, 2024.
The Company intends to use the net proceeds of the Private Placement for general working capital
purposes.
Further, the Company announces that it intends to fully settle $287,985 in debt 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”). The board of directors of the Company (the
“Board”) has determined that it is in the best interests of the Company to settle the outstanding debts by
the issuance of Common Shares in order to preserve the Company’s cash for working capital.
Closing of the Transactions remain subject to receipt of all applicable regulatory approvals and the policies
of the Canadian Securities Exchange (“CSE”). 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.
Alex Kunz, President, Chief Executive Officer and Director of the Company, Edward Max Baker, director of
the Company, and Daniel Kunz & Associates, LLC (“ DKA”), an entity beneficially owned, controlled and
directed by Alex Kunz and Daniel Kunz, director of the Company, are “related parties” of the Company
pursuant to Multilateral Instrument 61-101 – Take Over bids and Special Transactions (“M1 61-101”) and
intend to participate in the Transactions. Accordingly, the Transactions each constitute a “related party
transaction” within the meaning of MI 61-101. Pursuant to the Transactions, Alex Kunz will receive an
aggregate of 2,053,322 Common Shares, Edward Max Baker will receive an aggregate of 500,000 Common
Shares, Daniel Kunz will receive an aggregate of 500,000 Common Shares and DKA will receive 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, (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.
In addition, Torrent announces that Mr. Edward Max Baker, will replace Mr. Alex Kunz as President and
Chief Executive Officer, effective as of August 28, 2024. Mr. Baker is an experienced junior exploration
company executive and technical expert. Mr. Baker is a Ph.D. Geologist and a member of Aus- IMM. He
has over 40 years of exploration experience in Australia, Asia, North and South Americas, and Europe. He
has been involved in the exploration and discovery of several significant deposits, and previously acted as
Chief Geologist for Rennison Goldfields, Inc., Newcrest Mining, Limited, and Mount Isa Mines. “The
Company welcomes Max as CEO as the Company seeks new opportunities going forward.” stated Daniel
Kunz, Chairman of the Board of Directors. “Max brings decades of experience in the junior space, and will
bring a new direction for Torrent.”
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
Alexander Kunz
President and Chief Executive Officer
FOR FURTHER INFORMATION PLEASE CONTACT:
President, Chief Executive Officer and Director
Torrent Gold Inc.
1307 S. Colorado Ave.
Boise, Idaho 83706
Telephone: 1-208-926-6379
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.
Forward Looking Information
This news release contains certain “forward-looking information” and “forward-looking statements”
within the meaning of Canadian securities legislation as may be amended from time to time, including,
without limitation, statements regarding the closing of the Private Placement and Debt Settlement and
approval of the CSE. Forward-looking statements are statements that are not historical facts which
address events, results, outcomes or developments that the Company expects to occur. Forward-looking
statements are based on the beliefs, estimates and opinions of the Company’s management on the date
the statements are made, and they involve a number of risks and uncertainties. Certain material
assumptions regarding such forward-looking statements were made, including without limitation,
assumptions regarding the price of gold and silver; the accuracy of mineral resource estimations; that
there will be no material adverse change affecting the Company or its properties; that all required
approvals will be obtained, including concession renewals and permitting; that political and legal
developments will be consistent with current expectations; that currency and exchange rates will be
Alexander Kunz
consistent with current levels; and that there will be no significant disruptions affecting the Company or
its properties. Consequently, there can be no assurances that such statements will prove to be accurate
and actual results and future events could differ materially from those anticipated in such statements.
Forward-looking statements involve significant known and unknown risks and uncertainties, which could
cause actual results to differ materially from those anticipated. These risks include, but are not limited to:
risks related to uncertainties inherent in the preparation of mineral resource estimates, including but not
limited to changes to the cost assumptions, variations in quantity of mineralized material, grade or
recovery rates, changes to geotechnical or hydrogeological considerations, failure of plant, equipment or
processes, changes to availability of power or the power rates, ability to maintain social license, changes
to interest or tax rates, changes in project parameters, delays and costs inherent to consulting and
accommodating rights of local communities, environmental risks, title risks, including concession renewal,
commodity price and exchange rate fluctuations, risks relating to the ongoing wars in the Ukraine and the
Middle East, delays in or failure to receive access agreements or amended permits, risks inherent in the
estimation of mineral resources; and risks associated with executing the Company’s objectives and
strategies, including costs and expenses, as well as those risk factors discussed in the Company’s most
recently filed management’s discussion and analysis, available on www.sedarplus.com. Except as required
by the securities disclosure laws and regulations applicable to the Company, the Company undertakes no
obligation to update these forward-looking statements if management’s beliefs, estimates or opinions, or
other factors, should change.