VANCOUVER, BC / ACCESSWIRE / August 28, 2024 / Torq Resources Inc. (TSXV:TORQ)(OTCQB:TRBMF) ("Torq" or the "Company") is pleased to announce that it has completed its non-brokered private placement of equity securities, the terms of which were announced on May 7, 2024 (the "Offering"). In the second and final tranche of the Offering, which was extended on July 26, 2024, the Company issued 850,000 units (each, a "Unit") at an offering price of $0.10 per Unit for gross proceeds of C$85,000. The proceeds from the Offering will be used for working capital.

The Company has also drawn down a further $300,000 under its July 11, 2022 credit facility bringing to total amount owed to $2,800,000. The lender under the facility, 191010 Investments Limited, will be issued 3.75 million common share purchase warrants exercisable at $0.08 each until the repayment due date under the credit facility, July 11, 2025. The issuance of the warrants is subject to customary TSX Venture Exchange acceptance. The warrants are subject to an exercise limitation which limits the exercise to circumstances where the total holding of Torq voting securities owned or controlled by the lender and its joint actors, including any convertible securities exercisable within 60 days, to 9.99% of the Company's then issued voting securities. The loan proceeds will also form part of working capital.

In accordance with applicable securities laws, the securities issued under the Offering are subject to a statutory four-month and one-day hold period from the date of issuance in Canada. Final approval by the TSX Venture Exchange will follow upon filing standard documentation.

Insiders of the Company acquired all 850,000 Units in the Offering which constituted a "related party transaction" as described under 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 the insiders was less than 25% of the Company's market capitalization.

None of these securities will be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any U.S. state securities laws, and may not be offered or sold in the United States without registration under the U.S. Securities Act and all applicable state securities laws or else in compliance with the requirements of an applicable exemption therefrom.

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 info@torqresources.com.

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 valuable 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 are statements that relate to final approval of the Offering by the TSXV, use of proceeds, plans for future exploration programs, which are dependent on raising additional capital. 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 some of the principal 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) assumes any responsibility for the adequacy or accuracy of this release.

SOURCE: Torq Resources Inc.