Torq Completes Final Tranche of $0.10 Financing; Receives $300,000 Loan Proceeds
TSX.V: TORQ | OTCQB: TRBMF 1630 – 1177 West Hastings Street, Vancouver, BC, Canada V6E 2K3
Torq Completes Final Tranche of $0.10 Financing; Receives $300,000 Loan
Proceeds
VANCOUVER, CANADA – August 28, 20 24 – Torq Resources Inc. (TSX-V: TORQ , OTCQ B: TRBMF)
(“Torq” or the “ Company”) is pleased to announce that it has completed its non-brokered private
placement of equity securities, the terms of which were announced on May 7, 2024 (the “ Offering”). In
the second and final tranche of the Offering, which was extended on July 26, 2024, the Company issued
850,000 units (each, a “Unit”) at an offering price of $0.10 per Unit for gross proceeds of C$85,000. The
proceeds from the Offering will be used for working capital.
The Company has also drawn down a further $300,000 under its July 11, 2022 credit facility bringing to
total amount owed to $2,800,000. The lender under the facility, 191010 Investments Limited, will be
issued 3.75 million common share purchase warrants exercisable at $0.08 each until the repayment due
date under the credit facility, July 11, 2025. The issuance of the warrants is subject to customary TSX
Venture Exchange acceptance. The warrants are subject to an exercise limitation which limits the
exercise to circumstances where the total holding of Torq voting securities owned or controlled by the
lender and its joint actors, including any convertible securities exercisable within 60 days, to 9.99% of the
Company’s then issued voting securities. The loan proceeds will also form part of working capital.
In accordance with applicable securities laws, the securities issued under the Offering are subject to a
statutory four-month and one-day hold period from the date of issuance in Canada. Final approval by the
TSX Venture Exchange will follow upon filing standard documentation.
Insiders of the Company acquired all 850,000 Units in the Offering which constituted a “related party
transaction” as described under Multilateral Instrument 61 -101 Protection of Minority Security Holders
in Special Transactions (“ MI 61 -101”). Such participation is exempt from the formal valuation and
minority shareholder approval requirements of MI 61 -101 as the fair market value of the securities
acquired by the insiders was less than 25% of the Company’s market capitalization.
None of these securities will be registered under the United States Securities Act of 1933, as amended
(the “U.S. Securities Act”), or any U.S. state securities laws, and may not be offered or sold in the United
States without registration under the U.S. Securities Act and all applicable state securities laws or else
in compliance with the requirements of an applicable exemption therefrom.
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
TSX.V: TORQ | OTCQB: TRBMF 1630 – 1177 West Hastings Street, Vancouver, BC, Canada V6E 2K3 600 – 1199 West Hastings Street, Vancouver, BC, Canada V6E 3T5
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 valuable local
expertise and a noteworthy track record for major discovery in the country. Torq is committed to operating at the highest
standards of applicable environmenta l, 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 are statements that relate to final approval of the Offering by the TSXV, use of proceeds, plans for future exploration
programs, which are dependent on raising additional capital. 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 Annua l 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) assumes any responsibility for the adequacy or accuracy of this release.