Star Metro - Torq to Upsize Financing to $1.7 Million, Provides Other Updates

Each Unit consists of one common share in the capital of the Company (a "Share") and one common share purchase warrant of the Company (a "Warrant"). Each Warrant entitles the holder thereof to acquire one Share at an exercise price of C$0.10 per Share for a period of three years from the closing date of the Placement. The Company intends to use the net proceeds from the Offering for general working capital.

The upsized Placement remains subject to customary final acceptance by the TSX Venture Exchange (the "TSXV") of post-closing documentation. The securities issued pursuant to the Placement will subject to a statutory hold period in Canada expiring four months and day from closing expected to occur in the immediate future.

In connection with the Placement, the Company will pay finder's fees consisting of cash commissions of C$29,700.00 and issued 594,000 non-transferable finder's warrants (the "Finder's Warrants") to eligible finders in accordance with applicable securities laws and the policies of the TSXV. Each Finder's Warrant entitles the holder thereof to acquire one Share at an exercise price of C$0.10 per Share for a period of three years from the closing date of the Placement.

The participation by Gold Fields in the Placement constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company relied on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a), respectively, as the Company is listed on TSX Venture Exchange and fair market value of the participation by insiders in the Placement did not exceed $2.5 million or 25% of the Company's market capitalization

The Company also expects to shortly complete the previously announced six-month extension of its C$2.8 million loan owed to 191010 Investments Limited, which came due on July 11, 2026. The six-month extension runs from the closing date of the Placement. As consideration for the extension, the Company issued 56,000,000 one-year warrants exercisable at C$0.05 per Share (the "Loan Extension Warrants"). The Loan Extension Warrants and the Shares issuable upon exercise thereof are subject to a statutory hold period in Canada expiring four months from final acceptance of the TSX Venture Exchange. The Company intends that extension will provide the Company with additional time to identify equity financing or alternative sources of financing to repay the loan. The Company relies on equity financing for its continued operations therefore it will seek and require additional equity financing to repay the loan and fund its ongoing capital requirements. This transaction does not involve a disposition of its principal operating assets.

Due to delays experienced in fall 2025 resulting from the relocation of the camp for health and safety reasons, the program was delayed and accordingly Torq has agreed to extend the earn-on option period by 24 months (from 72 months originally). Other operational changes were also agreed upon giving Gold Fields a greater role in the work program.

Torq CEO Shawn Wallace commented, "We appreciate the continued support of investors and of Gold Fields in accelerating the exploration of Santa Cecilia given previous results of long drill hole intervals of mineralization. We look forward to getting back to this work in the near future".

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 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 timing and results of future exploration, the intended use of proceeds from the Placement, and final acceptance of the Loan Extension Warrants by the TSX Venture Exchange. 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 such 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.

SOURCE: Torq Resources Inc.

View the original press release on ACCESS Newswire

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