Torq Secures C$15 Million Strategic Investment from Gold Fields
TSX.V: TORQ | OTCQX: TRBMF 1630 – 1177 West Hastings Street, Vancouver, BC, Canada V6E 2K3
Torq Secures C$15 Million Strategic Investment from Gold Fields
Vancouver, Canada – September 6, 2022 – Torq Resources Inc. (TSX-V: TORQ, OTCQX: TRBMF) (“Torq”
or the “Company”) is pleased to announce a C$15 million non -brokered private placement with a wholly
owned affiliate of NYSE listed international gold mining company, Gold Fields Limited (JSE:GFI, NYSE:
GFI) (“Gold Fields”) , at a purchase price of C$1.00 per share . The funds will be used to advance Torq’s
portfolio of projects in Chile, primarily its Santa Cecilia gold -copper project , where the Company has
recently signed a 7-year social access agreement , which covers the length of the underlying option
agreement and most importantly will allow for drilling and other exploration activities to commence .
The Company will issue an aggregate of 15,000,000 Torq common shares at $1.00, which represents
a 23% premium to the 20 -day average trading price of Torq’s common shares on the TSX Venture
Exchange, ending September 2, 2022 . Upon closing of the private placement, Gold Fields will own
approximately 15.05% of Torq’s issued and outstanding shares (undiluted).
A Message from Shawn Wallace, CEO & Chair:
“We are very pleased to have attracted Gold Fields as a strategic investor in Torq. An investment of
this size at this early stage of exploration represents tremendous confidence in our projects , our
approach and our team. This capital will primarily finance the highly anticipated maiden drill program
at our flagship Santa Cecilia gold -copper project, as well as additional drilling at Margarita, where we
have been working to expand upon our exciting new discovery. ”
A Message from Chris Griffiths , CEO, Gold Fields :
“The investment in Torq will strengthen our presence in Chile, which is a highly prospective and
stable mining destination. It further boosts our exploration efforts with two of Torq’s exploration
projects to augment our Salares Norte project , which is set to come on stream next year. ”
Torq and Gold Fields have signed an investment agreement that, amongst other things :
• Entitles Gold Fields to a pre -emptive right to maintain its ownership percentage, subject to
certain conditions
• Subjects Gold Fields to a customary share purchase standstill regarding increasing its position
without approval from the Company, apart from customary release conditions such as a third -
party bid or similar transaction
• Creates an advisory technical commit tee of which Gold Fields will be a member
• Binds Gold Fields to a voluntary one -year hold period and customary limits on share resales
thereafter
• Contains certain limited voting restrictions on Gold Fields’ stock
Torq will primarily use the net proceeds fo r drilling at its Santa Cecilia gold -copper project in Chile’s
Maricunga belt, as well as for drilling at the Company’s Margarita IOCG project in Chile’s Coastal
TSX.V: TORQ | OTCQX: TRBMF 1630 – 1177 West Hastings Street, Vancouver, BC, Canada V6E 2K3
Cordillera belt. The private placement is expected to close on or about September 15, 2022 and is
subject to customary TSX Venture Exchange approval and other customary closing conditions.
With respect to the strategic investment, Torq’s financial advisor was Minvisory Corp ., which will
receive a customary success -based fee, and legal advisor s were McMillan LLP. The legal advisors to
Gold Fields were Fasken LLP.
ON BEHALF OF THE BOARD,
Shawn Wallace
CEO & Chair
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 a portfoli o 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 monet izing 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 is
information that includes implied future performance and/or forecast information including information relating to, or
associated with, exploration and or development of mineral properties. These statements or graphical information involve
known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements of the
Company to be materially di fferent (either positively or negatively) from any future results, performance or achievements
expressed or implied by such forward-looking statements. See Torq’s public filings at ww.sedar.com 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.