Torq Announces USD$1.81 (CAD$2.49) Million Interim Loan Facility from Gold Fields for Santa Cecilia Project
TSX.V: TORQ | OTCQB: TRBMF 1400 – 1199 West Hastings Street, Vancouver, BC, Canada V6E 3T5
LEGAL_45097805.3
Torq Announces USD$1.81 (CAD$2.49) Million Interim Loan Facility from Gold
Fields for Santa Cecilia Project
VANCOUVER, CANADA – October 18, 2024 – Torq Resources Inc. (TSX -V: TORQ, OTCQ B: TRBMF)
(“Torq” or the “Company”) is pleased to announce that it has entered into an interim loan and facility
agreement with an affiliate of Gold Fields Limited (“ Gold Fields”) . Advances up to an aggregate
amount of US$1,810,000 currently approximately (CAD$2,492, 000) (the “ Loan”) will be drawn in
tranches and will enable Torq to make an underlying option agreement payment of US$600,000
currently approximately (CAD$826,260) required for its Santa Cecilia copper -gold project in Chile and
to advance the exploration and development of the project in accordance with programs approved by
Gold Fields during the remainder of 2024 . The Loan is to be funded in an immediate amount of
US$600,000 currently approximately (CAD$826,260) with an additional credit facility allowing Torq to
draw-down further amounts to a maximum additional amount of US$1,210,000 currently
approximately (CAD$1,666, 000) to advance the approved programs (“Facility”).
The Loan is intended to bridge the period until Torq and Gold Fields complete the option and joint
venture agreement (“Earn-in Option”) announced August 1, 2024. Under the Earn-in Option, Gold Fields
is to be granted a staged option to acquire up to a 75% interest in the Santa Cecilia project in exchange
for incurring an aggregate of US$48 million in spending at the project over a maximum of 6 years.
Torq and Gold Fields are present ly negotiating the definitive agreement required to implement the
Earn-in Option (the “ Implementation Agre ement”) and other related agreements . Once the
Implementation Agreement is executed, the Earn-in Option will be subject to the approval of a majority
of votes cast by disinterested Torq shareholders at a combined annual and special meeting expected
to be convened in December 2024 or January 2025. Gold Field s is currently the owner of 20,678,020
common shares, representing 14.87% of Torq’s outstanding common shares (with potential to
increase its ownership position to up to 16.18% of Torq shares through the exercise of warrants) and
these shares will not be voted at the meeting.
The Loan will be advanced to Torq’s Chilean subsidiary, Minera Santa SpA, which owns the Santa Cecilia
project option and will be reflected by promissory notes to Gold Fields. The Loan will be guaranteed by
Torq Resources Chile SpA (“ Torq Chile”), a Chilean subsidiary of Torq and the parent of Minera Santa
SpA. The Loan will be secured by a pledge by Torq Chile of the shares of Miner a Santa SpA. Assuming
that Torq shareholders approve the Earn-in Option, the Loan amounts will form part of Gold Field’s initial
commitment of USD$6 million to earn 10% of Santa Cecilia. If the Implementation Agreement is not
entered into by November 15, 2024, all principal and accrued interest will become due and payable on
February 15, 2025. If the Implementation Agreement is entered into but the disinterested shareholders
do not approve the Earn-in Option at the shareholder meeting, the Loan will become due and payable on
the one -year anniversary of the shareholder meeting. If either the Implementation Agreement is not
executed, or the Torq shareholder meeting is not held by the outside date of January 31, 2025, the Loan
will become due and payable on January 31, 2026. All amounts advanced under the Loan will ac crue
interest at the rate of 9% per annum from the date of advance. Drawdown requests under the Facility may
be made at any time prior to the occurrence of any of the following events after which Gold Fields will
TSX.V: TORQ | OTCQB: TRBMF 1400 – 1199 West Hastings Street, Vancouver, BC, Canada V6E 3T5
LEGAL_45097805.3
have no obligation to make further advances: (i) if the Implementation Agreement is not entered into by
November 15, 2024, (ii) if the Torq shareholder meeting is held prior to January 31, 2025 but Torq’s
shareholders do not approve the Earn -in Option, or (iii) if certain of the definitive a greements are not
executed, or the Torq shareholder meeting has not been held, by the outside date of January 31, 2025.
The Santa Cecilia mineral exploration project is a 3,250 -hectare property located approximately 100km
east of the city of Copiapo, Chile, in the southern region of the world -class Maricunga belt and
immediately north of the El Indio belt.
Because Gold Fields is a “related party” to the Company, as defined under Multilateral Instrument 61 -
101 – Protection of Minority Security Holders in Special Transactions (“MI 61 -101”) the Loan and
Facility will constitute a “related party transaction” under MI 61 -101 that is exempt from the MI 61 -
101 valuation and minority shareholder approval require ments on the basis of Torq’s status as a TSX
Venture listed company and the Loan being a cash -for-securities transaction under CAD$2.5 million.
The Loan has received conditional TSX Venture Exchange acceptance. The Earn-in Option will likewise
be a “related party transaction” under MI 61-101 and will be subject to disinterested shareholder approval
under MI 61-101 and separate approval by the TSX Venture Exchange. Additional detail s regarding the
Loan will be included in a material change report to be filed by Torq on SEDAR + (the “ MCR”). Torq
discloses under Section 5.2(2) of MI 61 -101 that it was not possible or reasonable for Torq to file the
MCR at least 21 days in advance of the initial Loan draw -down as such initial proceeds of the Loan
are required to fund the US$600,000 payment due under the underlying option agreement on October
21, 2024. The Loan has been unanimously approved by the board of directors of Torq.
A Message from Shawn Wallace, CEO & Chair:
“We have been working with Gold Fields on Santa Cecilia since we acquired the asset and are
appreciative of t his bridge loan which secures our option and gives us time to complete the Earn-in
Option agreement”
ON BEHALF OF THE BOARD,
Shawn Wallace
CEO & Chair
For further information on Torq Resources, please visit www.torqresources.com or contact the
company at (778) 729-0500 or [email protected].
About Torq Resources
Torq is a Vancouver-based copper and gold exploration company with a portfolio of premium holdings in Chile. The Company
is establishing itself as a leader of new exploration in prominent mining belts, guided by responsible, respectful and sustainable
practices. The Company was built by a management team with prior success in monetizing exploration assets 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 environmen tal, 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 in this
release includes statements that relate to the entry into of definitive agreements with respect to the loan and the joint venture
on the Santa Cecilia Project with Gold Fields and the terms thereof and timing therefor, as well as the prospectivity of the Santa
TSX.V: TORQ | OTCQB: TRBMF 1400 – 1199 West Hastings Street, Vancouver, BC, Canada V6E 3T5
LEGAL_45097805.3
Cecilia and Margarita projects for development. 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 expressed or implied by some of the principal forward -
looking statements. See Torq’s Annual Information Form filed April 29, 2024, at www.sedarplus.ca for disclosure of the risks
and uncertainties faced in this business.
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.