Torq Resources Shareholders Overwhelmingly Approve Santa Cecilia Joint Venture Transaction at Annual General and Special Meeting
TSX.V: TORQ | OTCQB: TRBMF 1400 – 1199 West Hastings Street, Vancouver, BC, Canada V6E 3T5
Torq Resources Shareholders Overwhelmingly Approve Santa Cecilia Joint
Venture Transaction at Annual General and Special Meeting
VANCOUVER, BRITISH COLUMBIA, CANADA – January 10, 2025 – Torq Resources Inc. (TSX-V: TORQ,
OTCQB: TRBMF) (“Torq” or the “Company”) is pleased to a nnounce the voting results for the Annual
General and Special Meeting (the “ Meeting”) of Shareholders held on January 10, 2025, in Vancouver,
British Columbia. Shareholder participation at the Meeting was a record 55.8% compared with a 5 -year
average of 29.5%.
A total of 77,643,691 common shares were voted in connection with the Meeting , representing
approximately 55.83% of the Company’s issued and outstanding common shares. The voting results are
as follows:
Approval of Gold Fields Option and Joint Venture
In addition to routine annual matter s, Torq shareholders were asked to consider and if thought fit,
approve by a disinterested majority, a proposed earn-in option into and joint venture for the Company’s
Santa Cecilia project in Chile . The option and joint venture is to be entered into pursuant to the
implementation agreement dated November 29, 2024 (the “ Implementation Agreement”) between the
Company, Minera Santa SpA and Gold Fields Pedernales Limitada (the “Gold Fields Affiliate”), an affiliate
of Gold Fields Limited (“Gold Fields”). Under the earn-in option, the Gold Fields Affiliate will acquire the
right to earn into up a 75% interest in the project by spending up to USD$48 million over a period of up to
6 years. Disinterested shareholders approved the transactions contemplated by the Implementation
Agreement by over a 99% plurality. Gold Fields is presently the indirect own ers of 20,678,260 common
shares of the Company held by another Gold Fields affiliate. The common shares held by Gold Fields
were excluded from voting on the resolution approving the transactions contemplated by the
Implementation Agreement in accordance with the disinterested vote requirements under Canadian
securities laws. Completion of the transactions contemplated by the Implementation Agreement remain
subject to the approval of the TSX Venture Exchange and satisfaction of the other conditions to closing
under the Implementation Agreement.
NUMBER OF SHARES PERCENTAGE OF VOTES CAST
FOR AGAINST WITHHELD/
ABSTAIN
RESTRICTED
(Not Voted)
NON VOTE FOR AGAINST WITHHELD/
ABSTAIN
Option and Joint Venture 53,114,294 49,865 0 20,678,260 3,801,272 99.91% 0.09% 0.00%
Election of Directors:
In annual business, the director nominees as listed in the Company’s Information Circular dated
December 5, 2024, and SEDAR+ filed December 9, 2024, were all elected as directors of the Company by
large majorities. They will serve until the next Meeting except for one planned retirement described in the
Circular.
TSX.V: TORQ | OTCQB: TRBMF 1400 – 1199 West Hastings Street, Vancouver, BC, Canada V6E 3T5
PERCENTAGE OF VOTES CAST
FOR AGAINST WITHHELD/
ABSTAIN
NOT VOTED FOR AGAINST WITHHELD/
ABSTAIN
Shawn Wallace 73,518,611 0 323,808 3,801,272 99.56% 0.00% 0.44%
Steve Cook 73,443,611 0 398,808 3,801,272 99.46% 0.00% 0.54%
Waldo Cuadra 73,362,970 0 479,449 3,801,272 99.35% 0.00% 0.65%
Michael Kosowan 71,641,226 0 2,201,193 3,801,272 97.02% 0.00% 2.98%
Marie-Hélène Turgeon 73,433,117 0 409,302 3,801,272 99.45% 0.00% 0.55%
Ana Carolina Vargas 73,433,117 0 409,302 3,801,272 99.45% 0.00% 0.55%
There were 3,801,272 non-votes included in the quorum (but not voted). Non-votes are discretionary
votes given to a broker by a US beneficial holder, but such votes are not allowed under Canadian
Securities Regulations.
Reappointment of Auditor:
Deloitte LLP, Chartered Professional Accountants were reappointed as Auditors of the Company for the
ensuing year by a large majority.
NUMBER OF SHARES PERCENTAGE OF VOTES CAST
FOR AGAINST WITHHELD/
ABSTAIN
RESTRICTED NON VOTE FOR AGAINST WITHHELD/
ABSTAIN
Appointment of Auditors 77,327,791 0 315,900 0 99.59% 0.00% 0.41%
Continuation of Option Plan:
The Company’s equity incentive plan was approved for continuation for the ens uing year by a large
majority.
NUMBER OF SHARES PERCENTAGE OF VOTES CAST
FOR AGAINST WITHHELD/
ABSTAIN
RESTRICTED NON VOTE FOR AGAINST WITHHELD/
ABSTAIN
Continuation of Option
Plan
73,441,934 400,485 nil 3,801,272 99.46% 0.54% nil
Shawn Wallace, CEO commented “We are gratified by the support shown by our shareholders and for
the dedication shown by our directors and staff. We look forward to seeking our final regulatory
approvals and moving to close this sancta Cecila earn transaction in the next few days.”
ON BEHALF OF THE BOARD,
Shawn Wallace
CEO & Chair
Voting results have been filed on www.sedarplus.ca .
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
TSX.V: TORQ | OTCQB: TRBMF 1400 – 1199 West Hastings Street, Vancouver, BC, Canada V6E 3T5
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 tec hnical 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.
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.