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The use of the proceeds from this financing is for exploration at Torq's Santa Cecilia copper-gold project in Chile - euro.eseuro.com

Saturday, 6 January 2024

Torq Resources Inc. has completed its previously announced equity securities offerings (the "Offering"). The Company issued 23,206,860 units at a price of C$0.23 per unit for gross proceeds of C$5,337,577.80, including C$1,305,999.80 in a concurrent private placement to Gold Fields Atacama Holdings Inc ., a wholly owned subsidiary of the major international mining company, Gold Fields Limited. This brings Gold Fields' ownership of Torq to 15.48%, an increase from its initial position of 15.05%.

The Company has issued a total of 23,206,860 common shares, 23,206,860 investor warrants and 1,084,814 agent compensation warrants. Investor warrants have a three-year term to January 4, 2027, warrants issued to Gold Fields have up to an additional 24 months, and agent compensation warrants have a two-year term to January 4, 2026.

All investor warrants have a term exercise price of C$0.30, and agent clearing warrants have an exercise price of C$0.23.

The units issued to Gold Fields, as well as the underlying warrants and shares and agent clearing warrants issued in connection with the private offering, are subject to a 4-month restricted resale period, while other investor securities are not restricted for resale in Canada.

The proposed use of the proceeds from these financings is for exploration at Torq's Santa Cecilia copper-gold project in Chile and for general corporate and working capital purposes.

Paradigm Capital Inc. and Red Cloud Securities Inc. acted as co-managing agents for the public offering, and Beacon Securities Limited acted as a member of the syndicate of agents (collectively, the "Agents").

In connection with the Offering, the Company paid the Agents a cash fee of C$249,507.17, in addition to the agents' compensation warrants, together with a 4% fee to a third-party advisor in connection with the Gold Fields portion.

Three directors of the Company purchased a total of 575,000 units in the offering for a total of C$132,250. Your interest, together with the Gold Fields portion, collectively constitutes "related party transactions" as defined in the 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 insiders was less than 25% of the Company's market capitalization.

The securities offered have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

About Torq Resources

Torq is a Vancouver-based copper and gold exploration company with premium mineral projects in Chile. The Company is consolidating itself as a leader in new explorations in prominent mining belts, guided by responsible, respectful and sustainable practices.

The Company was created by a management team with previous success in monetizing exploration assets and its specialized technical team is recognized for its extensive experience working with major mining companies, backed by strong safety standards and technical competence.

The technical team includes Chile-based geologists with invaluable local experience and a notable track record of important discoveries in the country. Torq is committed to operating with the highest standards of environmental, social and governance practices applicable in the pursuit of historic discovery.


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