Sep 8, 2022 Torq Resources

Torq Resources Secures C$15 Million Strategic Investment from Gold Fields

VANCOUVER, BC September 6, 2022 / Torq Resources Inc. (TSXV: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”), at a purchase price of C$1.00 per share. The funds will be used to advance Torq Resources Inc. (TSXV:TORQ)(OTCQX:TRBMF) 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 Resources Inc. (TSXV:TORQ)(OTCQX:TRBMF) 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 Resources Inc. (TSXV:TORQ)(OTCQX:TRBMF) 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  (TSXV: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’s (TSXV: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 (TSXV:TORQ)(OTCQX:TRBMF) exploration projects to augment our Salares Norte project, which is set to come on stream next year.”

Torq (TSXV:TORQ)(OTCQX:TRBMF) 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 committee 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’s (TSXV:TORQ) will primarily use the net proceeds for 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 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 (TSXV:TORQ) financial advisor was Minvisory Corp., which will receive a customary success-based fee, and legal advisors were McMillan LLP. The legal advisors to Gold Fields were Fasken LLP.

About Torq Resources

Torq’s (TSXV: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 in 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 a major discovery in the country. Torq’s (TSXV: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 different (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.

SOURCE Torq Resources Inc. (TSXV:TORQ)(OTCQX:TRBMF)

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6) This document contains forward-looking information and forward-looking statements, within the meaning of applicable Canadian securities legislation, (collectively, “forward-looking statements”), which reflect management's expectations regarding Torq Resources Inc.’s future growth, future business plans and opportunities, expected activities, and other statements about future events, results or performance. Wherever possible, words such as “predicts”, “projects”, “targets”, “plans”, “expects”, “does not expect”, “budget”, “scheduled”, “estimates”, “forecasts”, “anticipate” or “does not anticipate”, “believe”, “intend” and similar expressions or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved, or the negative or grammatical variation thereof or other variations thereof, or comparable terminology have been used to identify forward-looking statements. These forward-looking statements include, among other things, statements relating to: (a) revenue generating potential with respect to Torq Resources Inc.’s industry; (b) market opportunity; (c) Torq Resources Inc.’s business plans and strategies; (d) services that Torq Resources Inc. intends to offer; (e) Torq Resources Inc.’s milestone projections and targets; (f) Torq Resources Inc.’s expectations regarding receipt of approval for regulatory applications; (g) Torq Resources Inc.’s intentions to expand into other jurisdictions including the timeline expectations relating to those expansion plans; and (h) Torq Resources Inc.’s expectations with regarding its ability to deliver shareholder value. Forward-looking statements are not a guarantee of future performance and are based upon a number of estimates and assumptions of management in light of management’s experience and perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable in the circumstances, as of the date of this document including, without limitation, assumptions about: (a) the ability to raise any necessary additional capital on reasonable terms to execute Torq Resources Inc.’s business plan; (b) that general business and economic conditions will not change in a material adverse manner; (c) Torq Resources Inc.’s ability to procure equipment and operating supplies in sufficient quantities and on a timely basis; (d) Torq Resources Inc.’s ability to enter into contractual arrangements with additional Pharmacies; (e) the accuracy of budgeted costs and expenditures; (f) Torq Resources Inc.’s ability to attract and retain skilled personnel; (g) political and regulatory stability; (h) the receipt of governmental, regulatory and third-party approvals, licenses and permits on favorable terms; (i) changes in applicable legislation; (j) stability in financial and capital markets; and (k) expectations regarding the level of disruption to as a result of CV-19. Such forward-looking information involves a variety of known and unknown risks, uncertainties and other factors which may cause the actual plans, intentions, activities, results, performance or achievements of Torq Resources Inc. to be materially different from any future plans, intentions, activities, results, performance or achievements expressed or implied by such forward-looking statements. Such risks include, without limitation: (a) Torq Resources Inc.’s operations could be adversely affected by possible future government legislation, policies and controls or by changes in applicable laws and regulations; (b) public health crises such as CV-19 may adversely impact Torq Resources Inc.’s business; (c) the volatility of global capital markets; (d) political instability and changes to the regulations governing Torq Resources Inc.’s business operations (e) Torq Resources Inc. may be unable to implement its growth strategy; and (f) increased competition.

Except as required by law, Torq Resources Inc. undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future event or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. Neither does Torq Resources Inc. nor any of its representatives make any representation or warranty, express or implied, as to the accuracy, sufficiency or completeness of the information in this document. Neither Torq Resources Inc. nor any of its representatives shall have any liability whatsoever, under contract, tort, trust or otherwise, to you or any person resulting from the use of the information in this document by you or any of your representatives or for omissions from the information in this document.

7) Any graphs, tables or other information demonstrating the historical performance or current or historical attributes of Torq Resources Inc. or any other entity contained in this document are intended only to illustrate historical performance or current or historical attributes of Torq Resources Inc. or such entities and are not necessarily indicative of future performance of Torq Resources Inc. or such entities.