Torr Metals Announces C$2.8 Million Private Placement
Torr Metals Announces C$2.8 Million Private
Placement
Vancouver, British Columbia--(Newsfile Corp. - September 25, 2025) - Torr Metals Inc. (TSXV:
TMET) ("
Torr
" or the "
Company
"), is pleased to announce a non-brokered private placement offering
(the "
Offering
") of up to 1,176,471 flow-through units (the "
FT Unit
") at a price of $0.17 per FT Unit, up
to 11,538,462 charity flow-through units (the "
Charity FT Units
") at a price of $0.208, and up to
1,538,462 non flow-through units (the "
NFT
Units
") at a price of $0.13 per Unit for aggregate gross
proceeds of up to $2,800,000.
Each FT Unit will consist 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 shall entitle 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 for a period of 24 months from the date or
dates of closing of the Offering (a "
Closing Date
").
Each Charity FT Unit will consist 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 shall entitle
the holder to acquire one (1) Warrant Share at a price of $0.21 per share for a period of 24 months from
the Closing Date.
Each NFT Unit will consist 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 NFT
Unit Warrant shall entitle the holder to acquire one (1) additional Warrant Share at a price of $0.21 per
share for a period of 24 months from the Closing Date.
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 exceeds $0.35 for 10 consecutive trading days. The Company may
pay finders' fees in accordance with the policies of the TSX Venture Exchange.
All FT Shares and Charity FT Unit Warrant offered in connection with this Offering qualify as a "flow-
through share" within the meaning of the
Income Tax Act
(Canada) (the "
Tax Act
").
The Charity FT Units
Offering will be facilitated by PearTree Securities Inc. ("
PearTree
"). PearTree will not receive any fees
or commissions from the Company for its role in the Offering.
The gross proceeds from the 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.
The Offering is scheduled to close on or before October 16, 2025 and is subject to certain conditions
including, but not limited to, the receipt of all necessary approvals including the approval of the TSX
Venture Exchange. The securities issued will have a hold period of four months and one day from the
closing of the Offering.
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, AB, 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 option 57 km
2
Bertha Property, situated in southern British
Columbia's prolific Quesnel Terrane, lies just 30 km southeast of the Highland Valley Copper Mine,
Canada's largest open-pit copper operation, and 40 km south of the city of Kamloops directly along
Highway 5. 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
.
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:
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 Offerings,
and approval of the Offerings 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.
To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/267914