TMET.V · 2021-11-26 12:00:00

Completes Qualifying Transaction with $4.47 Million Concurrent Financing

Financings Mergers & Acquisitions

TORR

METALS INC

Suite

780

1111 West Hastings

Street

, Vancouver

British Columbia

V6E 2J3

Tel:

780

701

3216

[email protected]

NEWS RELEASE

TORR

METALS

INC.

COMPLETES

QUALIFYING TRANSACTION

WITH $4.47 MILLION CONCURRENT FINANCING

Vancouver

British Columbia

November 26

, 2021

–

Torr

Metals Inc.

(TSXV: TMET) (formerly Duro

Metals Inc.) (the "

Company

"), is pleased to announce it has completed the acquisition of the British

Columbia mineral claims known as the Gnat Claims, and the British Columbia mineral claims known as

the Hu Property and Dalvenie Property, altogether known as the Latham Copper

Gold

Project, by way of

an acquisition transaction and three

cornered Amalgamation (as defined below) in conjunction with a

concurrent financing (the "

Concurrent Financing

") raising aggregate gross proceeds of $4,476,389.94,

comprised of $2,890,660.41 from a Un

it Financing (as defined below) and $1,585,729.53 from a Flow

Through Financing (defined below), which is intended to constitute the Company's qualifying transaction

(the "

Qualifying Transaction

") as defined under the policies of the TSX Venture Exchange (

the

Exchange

").

Together, the consolidated Gnat Claims, Hu Property and Dalvenie Property are now known

as the Latham Copper

Gold Project

, which is comprised of 41 British Columbia mineral claims covering

an area of 46,694 hectares in northern British Col

umbia, approximately 34 km south of Dease Lake, B.C

The Company's new CEO Malcolm Dorsey, M.Sc., commented, "

We are very excited to be so well

funded

to complete Phase 1 of our intended exploration program

along

with

sufficient funds

to continue into Phas

, allowing for regional systematic exploration that will define the scope and scale of a number of targets

that are found throughout our district

scale

467 square kilometer consolidated land position

We believe

there's excellent opportunities for futur

e discoveries with multiple large greenfield copper

porphyry and

epithermal targets identified across

mineralized

trends at the Latham Copper

Gold Project

, and

can now start the exploration without delay.

The Company filed a filing statement

(the "

Filing Statement

") dated November 25, 2021 on SEDAR

providing details of the Company and the Qualifying Transaction in accordance with Exchange Policy 2.4,

and is publicly available under the Company's profile at www.sedar.com. In addition, the Compa

ny also

filed on SEDAR a geological technical report on the Latham Copper

Gold Project (the "

Technical

Report

") entitled, "NI 43

101 Technical Report, Geological Introduction to the Latham Copper

Gold

Project, British Columbia, Canada" dated effective Augu

st 24, 2021 prepared for the Company by Douglas

Turnbull, BSC. (Hons), P.Geo. of Lakehead Geological Services Inc., who is an independent qualified

person under

National Instrument 43

101

—

Standards for Disclosure of Mineral Projects

NI 43

101

").

The Tech

nical Report is also publicly available at www.sedar.com under the Company's profile.

Qualifying Transaction

Immediately prior to the closing of the Qualifying Transaction (the "

Closing

"), among other things, the

Company: (i

) continued its corporate existence from Alberta to British Columbia under the

British

Columbia Business Corporation Act

, changed its name from "Duro Metals Inc." to "Torr Metals Inc.", and

effected a consolidation of all of its issued and outstanding secu

rities on the basis of 1.4538

(the

Consolidation

"); (ii)

1306043 B.C. Ltd. ("

130

acquired the Dalvenie Property from

Torr Resources

Corp. ("

Torr

in exchange for the issuance of 4,000,000 common shares of 130 to Torr at a deemed price

of $0.30 per

share, the grant of a 2% a net smelter returns royalty to Torr in respect of the Dalvenie Property,

50% of which may be repurchased by the royalty payor for payment of $1,000,000 to the royalty payee

and payment of $100,000 cash by the Company on behalf

of 130; and (iii) 130 completed an equity

financing

raising aggregate gross proceeds of $2,890,660.41

by issuance of

9,440,200

units of 130 (the

Pre

QT Units

") at a price of $0.30 per Pre

QT Unit, where each Pre

QT Unit is comprised of 1 common

share of 1

30 (a "

Pre

QT Share

") and one

half common share purchase warrant of 130 (each whole warrant

of 130, a "

Pre

QT Warrant

"), and each Pre

QT Warrant entitles the holder to acquire a Pre

QT Share or

common share of any successor parent company at an exercise pr

ice of $0.45 per share for a period of 24

months from the date of issuance of the Pre

QT Warrant (the "

Unit Financing

").

Pursuant to the Qualifying Transaction, (i) 130 amalgamated with 1334885 BC Ltd., a wholly

owned

subsidiary of the Company, pursuant to

the provisions of the

Business Corporations Act

(British Columbia)

and continued as an amalgamated corporation under the name "1306043 BC Ltd." as a wholly

owned

subsidiary of the Company ("

Amalco

"); (ii) all

holders of Pre

QT Shares exchange

their Pre

T Shares

for post

Consolidated

Shares of the Company

on a 1

for

1 basis and the Pre

QT Warrants

were

replaced

on a 1

for

1 basis by certificates representing post

Consolidation common share purchase warrants of

the

Company

(the "

Warrants

"), and the Warrant

were

issued pursuant to a form of Warrant Indenture (the

Warrant Indenture

") between

the Company

and the Warrant agent, Odyssey Trust Company

Immediately following the Amalgamation, the Company: (i) acquired the Gnat Claims from Brian and

Steven Scott

(the "

Scott Brothers

") in exchange for, on a 50% / 50% basis, the issuance of 400,000 post

Consolidated Shares of the Company to the Scott Brothers at a deemed price of $0.30 per share, the grant

of a 2% a net smelter returns royalty to the Scott Brothers

in respect of the Gnat Claims, and 50% of the

royalty may be repurchased by the royalty payor for payment of $500,000 to each royalty payee for an

aggregate $1,000,000,

and

payment of

,000 cas

h (in addition to a previously

paid $5,000

non

refundable deposit); and (ii) the Company completed an equity financing of 4,805,241 post

Consolidated

common shares for aggregate gross proceeds of $1,585,729.53

at a price of $0.33 per

post

Consolidated

common share of

the Company,

where

those post

onsolidated

common shares

of the Company

(the "

were

issued on a flow

through basis under the

Income Tax Act (Canada)

(the "

low

hrough

Financing

As a consequence of completing the Qualifying Transaction, the Company (through its wholly

owne

subsidiary, Amalco) owns all of the mineral properties comprising the Latham Copper

Gold Project.

Pursuant to the Unit Financing,

the Company paid

commissions to eligible finders in accordance with the

policies of the TSXV and applicable securities laws,

comprised of: (i) a cash commission

of up to

7% of

the gross aggregate subscription proceeds of the Unit Financing; and (ii)

a number of

common share

purchase warrants of Duro (the "

Brokers' Warrants

") equal to up to 7% of the number of Pre

QT Units

issue

d pursuant to the Unit Financing, wherein each Broker's Warrant entitle

the holder to acquire a Share

the Company

at a price of $0.30 per Share for a period of 12 months from the date of issuance

thereof.

ursuant to the

Flow

Through

Financing,

the Com

pany paid

commissions to eligible finders in accordance

with the policies of the TSXV and applicable securities laws, comprised of: (i) a cash commission

of up to

of the gross aggregate subscription proceeds of the FT Financing; and (ii)

a number

of com

mon share

purchase warrants of the Company (the "

FT Brokers' Warrants

") equal to

up to

of the number of FT

Shares issued pursuant to the FT Financing, wherein each FT Broker's Warrant

entitles

the holder to acquire

a Share of the Company at a price of

$0.33 per Share for a period of 12 months from the date of issuance

thereof

Additional information with respect to the Qualifying Transaction and the business

of the Company as a

result of the Closing is available in the Company’s filing statement dated

ovember 25

, 2021 (the “

Filing

Statement

”), which is available on the Company’s SEDAR profile at www.sedar.com.

Directors, Officers and Other Insiders

Following the Closing, the board of directors of the Company is now comprised of Malcolm Dorsey, Sean

Mage

r, Nicholas Stajduhar, John Williamson, and Ewan Webster, and the officers of the Company are

Malcolm Dorsey (President and Chief Executive Officer) and Justin Bourassa (Chief Financial Officer and

Corporate Secretary).

On completion of the Qualifying Tra

nsaction

, the Company became

the Resulting Issuer (as defined in

Exchange Policy 2.4)

having a board of directors consisting

of five members.

As part of the Qualifying

Transaction

, all the directors

of the Company

other than Sean Mager and John Williamson

resign

and

Malcolm Dorsey, Nicholas Stajduhar and Ewan Webster

were

appointed as directors

to fill the vacant board

positions under the next annual general meeting of the Company

. Malcom Dorsey

was also

appointed as

the new President and Chief Executive

Officer on

losing.

The following sets out the details of all persons constituting the directors and officers of the Company as

the resulting issuer of the Qualifying Transaction:

Malcom Dorsey

–

President, CEO and Director of the Company. He is the co

under and director of Torr

Resources Corp., a private exploration and project generator company since October 2018. He has consulted

as an exploration and project development geologist since May 2013, including as a senior geologist for

Benchmark Metals In

c. since August 2020. From May 2013 to August 2020 he consulted as an exploration

geologist and fulfilled roles in project development and senior management for a number of public and

private companies with a variety of deposit types in North, Central, and

South America. Malcolm holds

both an MSc in Geology and Geophysics (2018) specialized in Structural Geology and a BSc in Geology

(2013) from the University of Calgary. His geological exploration and development project leadership,

experience and knowledge

in British Columbia, where his MSc thesis was completed, will be a significant

asset in further advancing the Latham Copper

Gold Project.

Justin Bourassa

–

Chief Financial Officer

and Corporate Secretary of the

Company

. Mr. Bourassa is

presently the Chief

Financial Officer and a Director of Duro Metals Inc. since July 2018.

Mr. Bourassa is

currently the Chief Financial Officer of Altiplano Metals Inc. since April 2013,

Peruvian Metals Inc. since

July 2013,

Camino Minerals Corp. since September 2018

, Thesis

Gold Inc. since

October 2020

, Founders

Metals Inc. since March 2021

and Benchmark Metals Inc. from July 2013 until February 2017.

He is also

the founding and managing partner of corporate and financial services provider SPR Outsourcing since

February 2016.

Mr. Bourassa graduated from Grant MacEwan University where he received a degree in

Accounting & Strategic Management.

Sean Mager

–

Director of the Company. Mr. Mager is presently the President, Chief Executive Officer and

a Director of Duro Metals Inc. since July 2018. He has been the principal of 859053 Alberta Ltd., his

privately owned investment company since December 1999, and

is a Co

Founder, Director and Principal

of Metals Group Inc., a privately held mineral exploration, development and investment company, since

July 2018, and serves as the Chief Financial Officer and a Director of Emperor Metals Inc. since October

2020, as

a Director of Altiplano Metals Inc. since October 2010, as a Director of Benchmark Metals Inc.

since February 2013, and as Chief Financial Officer since March 2018 and President, Chief Executive

Officer and Director since June 2018 of Cortus Metals Inc.

cholas Stajduhar

–

Director of the

Company

Mr. Stajduhar is

presently a Director of Thesis Gold Inc.

since October 2020 and a Director of Founders Metals Inc. since March 2021. He is

an accomplished

financial industry professional with 15 years of experie

nce in all aspects of sales and operations. He has a

proven track record in the capital markets, is a highly knowledgeable market professional with strong

communication and client relationship skills. Mr. Stajduhar has been providing consulting services in

public

and private capital markets since June 2019. Previously, he was Director of Investments for Skyline Wealth

Management Inc. (2017 to June 2019), Vice

President Sales and Trading for Desjardins Capital Markets

(2015 to 2017), and Partner and Head of

Institutional Sales for Byron Capital Markets Ltd. (2008

2015). In

addition, Mr. Stajduhar also holds a licenses from the Canadian Securities Institute (CSC and CPH) and

licensing for dealing in various forms of insurance.

John Williamson

–

Director of the

Company

. Mr. Williamson is the President of 678119 Alberta Ltd., a

private company

which provides management and geological consulting services to junior

mineral

exploration companies since January 1996. Mr. Williamson is

currently the Chairman, President

, Chief

Executive Officer and a director of

Altiplano Metals Inc. since 2010. Mr. Williamson is currently Chairman

and Chief Executive

Officer and a director of Benchmark Metals Inc. since March 2018,

Director of Cortus

Metals Inc. since November 2019,

rector

of Scottie Resources Corp. since February 2018, Director of

Emperor Metals Inc. since November 2020, Chief Executive Officer and Director of Founders Metals Inc.

since February 2021

, and a director of Duro

Metals Inc. since September 2019

. Mr. Williamson resigned

as Chief Executive Officer and Director of Camino Minerals Corp. in January 2020 and Exploits Discovery

Corp. in October 2020. Mr. Williamson was a Director of QX Metals

Corp.

from June 2016 to Jun

e 2020.

Ewan Webster

–

Director of the Company. Mr. Webster is presently the President, Chief Executive Officer

and a Director of Thesis Gold Inc. since January 2021. Dr. Webster is an exploration geologist who has

worked for a number of public mineral exploration and mining

companies in North America and South

America involving a variety of different deposit types. He holds a B.Sc. (Hons, Geology) from the

University of Glasgow, Scotland (2010), a PhD Geoscience from the University of Calgary (2016) and is a

registered Profes

sional Geoscientist with the Association of Professional Engineers and Geoscientists of

British Columbia. In particular, his PhD research focused on unravelling aspects of the structure,

stratigraphy, tectonics, and metamorphism of southeastern British Col

umbia. Dr. Webster has been a Senior

Geologist with the Metals Group Inc. (since May 2019), Director of Camino Minerals Corp. (since January

2020), Director of Trailbreaker Resources Ltd. (since December 2018), and Director of Golden Sky

Minerals Corp. (si

nce August 2018). He was previously a Consulting Geologist in private practice from

May 2017 to May 2019, and a Geology Technology Instructor for Yukon College from August 2016 to

May 2017.

The board committees of the Company consist of the Audit Committee

and the Compensation and

Corporate Governance Committee. The Audit Committee of the Company is now comprised of John

Williamson (Chair), Nicholas Stajduhar, and Ewan Webster. The Compensation and Corporate Governance

Committee is now comprised of Ewan Web

ster (Chair), Malcolm Dorsey, and Nicholas Stajduhar.

As a consequence of the Qualifying Transaction, the following lists those who are insiders of the Company

as a result of owning 10% or more of the common shares of the Company:



Torr Resources Corp., a p

rivate corporation existing under the laws of Alberta, owned and

controlled 50% by Malcolm Dorsey (a resident of British Columbia) and 50% by Cameron Dorsey

(a resident of North Vancouver, British Columbia);



Severin Holdings Inc., a private corporation exi

sting under the laws of British Columbia, owned

and controlled by Nicholas Stajduhar (a resident of Ontario); and



2355228 Alberta Ltd., a private corporation existing under the laws of Alberta, owned and

controlled by John Alcock (a resident of Alberta).

dditional information about

the

new directors, officers and insiders

of the Company is available in

the

Filing Statement

that was

filed under the Company's profile on SEDAR as the principal disclosure

document in respect of the Qualifying Transaction.

Exch

ange Bulletin

Final acceptance of the Qualifying Transaction will occur upon the issuance of the Final Exchange Bulletin

(the “

Bulletin

”) by the Exchange, following which the Company will be classified as a

Tier 2

Mining

Issuer, trading under the symbol “

MET”

. Subject to such final approval, trading of the Company’s

common shares on the Exchange is expected to commence on or about

December 7

, 2021. The Company

will issue a news release once the Exchange issues the Bulletin and confirms the listing date.

tstanding and Escrowed Shares

Following the Closing, there are

now approximately 31,627,441

post

Consolidation Shares issued and

outstanding on an undiluted

basis

[the final number of shares may vary slightly dependent upon rounding

and disappearance of fr

actional shares due to the Consolidation]

. As disclosed in the Filing Statement,

12,666,667

Shares (representing approximately

40.05

% of the issued

and outstanding Shares on an

undiluted basis) have been

deposited into escrow with TSX Trust Company pursuant to a Tier

value

security escrow agreement, and an

additional

1,021,461

Shares remain subject to a capital pool company

escrow agreement.

Qualified Person

Douglas Turnbull, B.Sc. (Hons), P.Geo. is an i

ndependent Qualified Person for the purposes of

National

Instrument 43

101

—

Standards of Disclosure for Mineral Projects

and has reviewed and approved the

scientific and technical information in this news release related to geology and exploration.

Contact

Information

For further

information

concerning this press release, please contact

Malcolm Dorsey, President, Chief

Executive Officer, and Director

Torr Metals Inc.

at:

Telephone: 236

982

4300

Email:

[email protected]

Cautionary Statement

Investor

s are cautioned that, except as disclosed in the

management information circular or f

iling

tatement

to be prepared in connection with the transaction, any information released or received with

respect to the

transaction may not be accurate or complete and

should not be relied upon. Trading in the

securities of a

capital pool company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has

neither approved nor disapproved

the contents of this press release.

Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the

Exchange) has in any way

passed upon the merits of the Qualifying Transaction and neither of the

foregoing

entities accepts responsibility for the adequacy

or accuracy of this release or has in any way approved or

disapproved of the contents of this press release.

Certain statements contained in this press release constitute forward

looking informatio

n, including

statements regarding the expected issuance of the

inal Bulletin and the expected commencement of trading

of the Shares on the Exchange. These statements relate to future events or future performance. The use of

any of the words “could”, “inte

nd”, “expect”, “believe”, “will”, “projected”, “estimated” and similar

expressions and statements relating to matters that are not historical facts are intended to identify forward

looking information and are based on the parties’ current belief or assumpt

ions as to the outcome and

timing of such future events. Actual future results may differ materially. The business of the Company is

subject to a number of material risks and uncertainties. Please refer to the Filing Statement and other

SEDAR filings for f

urther details. Various assumptions or factors are typically applied in drawing

conclusions or making the forecasts or projections set out in forward

looking information. Those

assumptions and factors are based on information currently available to the par

ties. The material factors

and assumptions include the parties being able to obtain the necessary corporate, regulatory and other

third parties approvals. The forward looking information contained in this release is made as of the date

hereof and the parti

es are not obligated to update or revise any forward looking information, whether as a

result of new information, future events or otherwise, except as required by applicable securities laws.

Because of the risks, uncertainties and assumptions contained he

rein, investors should not place undue

reliance on forward looking information. The foregoing statements expressly qualify any forward looking

information contained herein.

(Not for dissemination in the United States of America.)

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