Torq Resources - TRBMF STOCK NEWS

Torq Resources (TSXV:TORQ, OTCQB:TRBMF) announced the results of its Annual General and Special Meeting held on January 10, 2025, with record shareholder participation of 55.8%. The meeting's highlight was the overwhelming approval (99.91%) of a significant joint venture agreement with Gold Fields for the Santa Cecilia project in Chile.

Under the agreement, Gold Fields' affiliate can earn up to a 75% interest in the project by investing USD$48 million over 6 years. The transaction, which excludes Gold Fields' existing 20,678,260 shares from voting, awaits TSX Venture Exchange approval. The meeting also saw the re-election of all director nominees with strong majorities, the reappointment of Deloitte LLP as auditors, and the continuation of the company's equity incentive plan.

Torq Resources has filed its management information circular and meeting materials for the annual and special shareholders meeting scheduled for January 10, 2025. The meeting will address the election of directors, appointment of auditors, equity incentive plan, and seek disinterested shareholders' approval for the Santa Cecilia Project earn-in agreements with Gold Fields affiliate.

Due to ongoing postal strikes in Canada, shareholders may experience delays in receiving materials. Alternative voting methods are available through Computershare Trust Company. The company is seeking to extend its CAD$0.08 equity unit private placement deadline to January 13, 2025, aiming to raise up to CAD$2 million.

Torq Resources and Gold Fields have executed a definitive Implementation Agreement for the Santa Cecilia Project. Under the agreement, Gold Fields can acquire up to a 75% indirect interest in the project by funding US$48 million in exploration over 6 years. The initial phase allows Gold Fields to earn 51% interest by funding US$18 million within 30 months, starting with a committed US$6 million for a 10% interest. Gold Fields has been providing interim loans up to US$1.8 million, which will be credited against the initial commitment. The agreement requires TSXV approval and shareholder approval at a meeting scheduled for January 10, 2025.

Torq Resources (TSX-V:TORQ, OTCQB:TRBMF) has received approval from the TSX Venture Exchange to extend the closing date of its previously announced unit offering to December 13, 2024. The offering, which was initially announced on October 2, 2024, at $0.08 per unit, remains subject to final TSXV approval and receipt of additional subscription agreements from investors.

Torq Resources Inc. (TSXV:TORQ)(OTCQB:TRBMF) has secured an interim loan and facility agreement with Gold Fields affiliate. The agreement includes:

1. A USD$1.81 million (CAD$2.49 million) loan to be drawn in tranches.
2. An immediate USD$600,000 (CAD$826,260) payment for the Santa Cecilia copper-gold project in Chile.
3. Additional credit facility of up to USD$1.21 million (CAD$1.66 million) for project development.

This loan bridges the period until Torq and Gold Fields finalize their option and joint venture agreement, allowing Gold Fields to acquire up to 75% interest in Santa Cecilia for USD$48 million in project spending. The agreement requires approval from Torq's disinterested shareholders at a meeting expected in December 2024 or January 2025.

Torq Resources Inc. (TSXV:TORQ)(OTCQB:TRBMF) has announced a private placement to raise up to C$2 million. The company plans to offer up to 25,000,000 units at CAD$0.08 per unit. Each unit consists of one common share and one common share purchase warrant, exercisable at $0.16 for 24 months after closing.

The warrants are subject to an accelerated expiry if the company's stock price reaches or exceeds $0.30 for 10 consecutive trading days. The proceeds will be used for general working capital. The offering is expected to close around October 31, 2024, subject to TSX-V approval. Insiders may participate in the offering, and the company may pay a 6% finder's fee on gross proceeds and issue finder's warrants.

Torq Resources Inc. (TSX-V:TORQ)(OTCQB:TRBMF) has issued a clarification regarding the terms of the finder's warrants announced in their May 7, 2024 news release. The correct exercise price for the finder's warrant is $0.10. All other terms remain unchanged from the warrants issued in the private placement. This clarification aims to provide accurate information to investors and stakeholders about the company's financial instruments.

Torq Resources Inc. (TSXV:TORQ)(OTCQB:TRBMF) has completed its non-brokered private placement, raising C$85,000 in the final tranche by issuing 850,000 units at $0.10 per unit. The company has also drawn down an additional $300,000 from its credit facility, bringing the total owed to $2,800,000. In exchange, Torq will issue 3.75 million warrants to the lender, exercisable at $0.08 until July 11, 2025. Both the private placement proceeds and loan will be used for working capital. Insiders acquired all units in the offering, constituting a related party transaction exempt from formal valuation and minority shareholder approval requirements. The securities are subject to a four-month hold period and are not registered under U.S. securities laws.

Torq Resources Inc. (TSXV:TORQ)(OTCQX:TRBMF) has amended its Margarita Project Unilateral Option Agreement, extending the option by one year and deferring the August 22, 2024 payment of USD $1,200,000. The amendment includes:

1. Increasing the August 22, 2025 payment to USD $1,500,000 (+$300,000)
2. Increasing the August 22, 2026 payment to USD $2,200,000 (+$200,000)
3. Requiring USD $1,000,000 in exploration before August 22, 2025
4. Requiring an additional USD $1,000,000 in exploration before August 22, 2026

CEO Shawn Wallace stated that this deferral, along with the recently announced Gold Fields Option and Joint Venture for the Santa Cecilia Project, will provide significant financial relief for the company's payment and capital expenditure requirements.