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.