Torq Resources Files Shareholders Meeting Proxy Circular and Extends Financing Window
TSX.V: TORQ | OTCQB: TRBMF 1400 – 1199 West Hastings Street, Vancouver, BC, Canada V6E 3T5
LEGAL_45543870.2
Torq Resources Files Shareholders Meeting Proxy Circular and Extends
Financing Window
Vancouver, British Columbia, Canada – December 9, 2024 – Torq Resources Inc. (TSX-V: TORQ,
OTCQB: TRBMF) (“Torq” or the “Company”) announces that Torq has today filed at www.sedarplus.ca
its management information circular (“Circular”), notice of meeting and form of proxy (together, the
“Meeting Materials”) prepared in connection with Torq’s annual and special shareholders Meeting
currently scheduled for January 10, 2025.
At the Meeting , Torq will, in addition to the annual election of directors, appointment of auditors and
consideration of an equity incentive plan, seek disinterested shareholders’ approval for the definitive
Santa Cecilia Project earn -in agreements signed with an affiliate of Gold Fields and announced
December 2, 2024. These agreements constitute a “related party transaction” under Multilateral
Instrument 61 -101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”) by
virtue of Gol d Field’s current 14.87% shareholding in Torq and are discussed in detail in the Circular.
The Company is aware that, due to the ongoing postal strike in Canada, some shareholders may
experience a delay in receiving the Meeting Materials. Shareholders are encouraged to view
electronic versions of the Meeting Materials at the Company’s website at
https://www.torqresources.com/investors/investor-package/ or under the Company’s SEDAR+ profile
at www.sedarplus.ca . Registered shareholders who wish to vote at the Meeting by proxy may
contact Computershare Trust Company at 1 -800-565-6253 to obtain their control number and can
vote online at www.investorvote.com , or by telephone voting at 1 -866-732-8683. Any Shareholder
who wishes to receive a paper copy of the Meeting Materials, should contact the Company at Suite
1400, 1199 West Hastings Street, Vancouver, British Columbia, V6E 3T5, Toll-Free 1-800-863-8655 or
Tel: 778-729-0500, or by fax: 778-729-0650. Beneficial holders who hold their shares through a broker
and have not received information should contact their broker representative for instructions on how
to vote. Proxies completed and signed should be forwarded by the voting deadline at 10:00am (PST)
on January 8, 2024.
In the event that the current Canadian postal strike makes holding this Meeting on time impossible,
Torq will either reschedule it or seek to rely on an exemption under MI 61-101 from having to hold
the disinterested vote given the impact of a delay on Torq’s financial position . An updating
announcement will be made once the strike has ended. Torq may also elect, in lieu of a formal
disinterested shareholder vote, to proceed by way of written consents from a majority of
disinterested shareholders, all of whom fully support the Gold Fields earn -in.
Torq will also be seeking TSX Venture Exchange approval to extend the period for completing the
CAD$0.08 equity unit private placement to raise up to CAD$2 million referenced in Torq’s news
release of November 18, 2024 to January 13, 2025.
ON BEHALF OF THE BOARD,
TSX.V: TORQ | OTCQB: TRBMF 1400 – 1199 West Hastings Street, Vancouver, BC, Canada V6E 3T5
LEGAL_45543870.2
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 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 in
this release includes statements that relate to the approval by shareholders of definitive agreements with respect to a joint
venture on the Santa Cecilia Project with Gold Fields and the proposed $0.08 Unit financing. 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.