Torq Announces Marketed Best Efforts Public Offering
TSX.V: TORQ | OTCQX: TRBMF 1630 – 1177 West Hastings Street, Vancouver, BC, Canada V6E 2K3
Torq Announces Marketed Best Efforts Public Offering
NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES OF AMERICA OR TO ANY PERSON LOCATED OR RESIDENT IN THE
UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT
OF COLUMBIA.
Vancouver, Canada – November 8, 2023 – Torq Resources Inc. (TSX-V: TORQ, OTCQX: TRBMF) (“Torq”
or the “Company”) is pleased to announce a “best efforts” public offering (the “Offering”) for the sale of
a minimum of 16,000,000 units of the Company (the “Units”) to a maximum of 24,000,000 Units at a price
of C$0.25 per Unit (the “Offering Price”) for minimum gross proceeds of C$ 4,000,000 to a maximum of
C$6,000,000. In connection with the Offering, the Company has entered into an agreement with Paradigm
Capital Inc. and Red Cloud Securities Inc. to act as co-lead agents and joint bookrunners on behalf of a
syndicate of agents (collectively, the “Agents”).
Each Unit will be comprised of one common share of the Company and one -half of one common share
purchase warrant (each whole warrant a “Warrant”). Each Warrant will be exercisable to purchase one
common share of the Company at a price of C$0.35 for a period of three years from the closing date.
The Company will grant the Agents an option, exercisable, in whole or in part, for up to 30 days following
the closing of the Offering, to sell the number of Units equal to up to an additional 15% of the Units sold
pursuant to the Offering at the Offering Price to cover over-allotments, if any. The Offering is expected to
close on or about November 16, 2023, and is subject to Torq receiving all necessary regulatory approvals,
including the acceptance of the Offering by the TSX Venture Exchange.
The net proceeds from the Offering will be used for exploration of the Company’s Santa Cecilia project
and for general corporate and working capital purposes.
The Company intends to file a prospectus supplement (the “Supplement”) to its short form base shelf
prospectus dated February 10, 2023 (the “Base Shelf Prospectus”) on or about November 10, 2023. The
Supplement will be filed with the securities regulatory authorities in each of the provinces and territories
of Canada, except Québec. The Units may also be offered by way of private placement in the United
States.
Copies of the Supplement and accompanying Base Shelf Prospectus will be available under the
Company’s profile on SEDAR + at www.sedar plus.com. One or more i nsiders of the Company are
expected to participate in the Offering , and their participation will be considered to be a "related party
transaction" as defined under Multilateral Instrument 61 -101, Protection of Minority Security Holders in
Special Transactions ("MI 61-101"). The Offering will be exempt from the formal valuation and minority
shareholder approval requirements of MI 61 -101 on the basis that such participation will be less than
25% of the Company’s market capitalization.
Gold Fields Atacama Holdings Inc., a wholly owned affiliate of Gold Fields Limited (“Gold Fields”) and an
existing investor in the Company (see Sept. 15, 2022 news release ), has indicated its intention to
participate in the Offering at an amount that is to be determined, but that would restore Gold Fields’
TSX.V: TORQ | OTCQX: TRBMF 1630 – 1177 West Hastings Street, Vancouver, BC, Canada V6E 2K3
ownership to its maximum permitted position of 15.05% of issued shares.
The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and
may not be offered or sold in the United States absent registration or an applicable exemption from the
registration requirements. This news release shall not constitute an offer to sell or the solicitation of an
offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation
or sale would be unlawful.
ON BEHALF OF THE BOARD,
Shawn Wallace
CEO
For further information on Torq Resources, please visit www.torqresources.com or contact Natasha
Frakes, VP, Communications, at (778) 729-0500 or [email protected].
About Torq Resources
Torq is a Vancouver -based copper and gold exploration company with premium mineral projects in Chile. The Company is
establishing itself as a leader of new exploration in prominent mining belts, guided by responsible, respectful and sustainab le
practices. The Company was built by a management team with prior success in monetizing exploration asse ts and its
specialized technical team is recognized for their extensive experience working with major mining companies, supported by
robust safety standards and technical proficiency. The technical team includes Chile -based geologists with invaluable local
expertise and a noteworthy track record for major discovery in the country. Torq is committed to operating at the highest
standards of applicable environmental, social and governance practices in the pursuit of a landmark discovery. For more
information, visit www.torqresources.com.
Forward Looking Information
This release includes certain statements that may be deemed “forward -looking statements”. Forward -looking information is
information that includes implied future performance and/or forecast information in particular relating to, or associated with the
financing of exploration work on its mineral properties. These statements involve known and unknown risks, uncertainties and
other factors which may cause actual results, performance or achievements of the Company to be materially different (either
positively or negatively) from any future results, performance or achievements ex pressed or implied by such forward-looking
statements, including risks relating to securing investor interest and participation in the target financing goal, and general market
and economic conditions. For a discussion of risk factors which could adversely affect the forward looking statements, see the
Company’s public record filings at www.sedarplus.ca.
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 release.