Distribution in or to the United States or to any person resident or resident in the United States, its territories and possessions, any state of the United States or the District of Columbia is prohibited.
Vancouver, British Columbia / ACCESSWIRE / November 8, 2023 / Torq Resources Inc. (TSXV:TORQ), (OTCQX:TRBMF) (“Torq” or the “Company”) announces a “best efforts” public offering (the “Public Offering”) for the sale of a minimum of 16,000,000 Units of the Company. At a price of C$0.25 per Unit (the “Offering Price”), gross proceeds of a minimum of C$4,000,000 and a maximum of C$6,000,000 are available. In connection with this offering, the Company entered into an agreement with Paradigm Capital, Inc. and Red Cloud Securities, Inc. to act as joint lead agents and joint bookrunners on behalf of a syndicate of agencies (collectively, the “Agency”). concluded.
Each Unit consists of one common share of the Company and one-half of one Common Stock Purchase Warrant (each Warrant, in its entirety, a “Warrant”). Each stock acquisition right is exercisable to purchase one common share of the Company at a price of C$0.35 for a period of three years from the date of closing.
The Company has granted the Agent an option, exercisable in whole or in part, for up to 30 days after the closing of the Offering, to sell a number equal to an additional 15% of the Sales Units. If there is an over-allotment, we will sell it at the asking price to cover it. The offering is expected to close on or about November 16, 2023 and is subject to Torq receiving all necessary regulatory approvals, including acceptance of the offering by his TSX Venture Exchange.
The net proceeds from the offering will be used for exploration of the Company's Santa Cecilia Project and for general corporate capital and working capital purposes.
The Company intends to file a prospectus supplement (the “Supplement”) to the short-form base shelf prospectus dated February 10, 2023 (the “base shelf prospectus”) on or about November 10, 2023. Supplements are filed with securities. Regulatory authorities in each province and territory of Canada except Quebec. The Units may also be offered in a private placement in the United States.
Copies of the Supplement and the accompanying base shelf prospectus are available under Company Profile on SEDAR+ at www.sedarplus.com. One or more of his insiders of the Company are expected to participate in the Offering, and their participation is subject to Multilateral Agreement 61-101, Protection of Minority Securities Holders in Special Transactions (“MI 61”). considered a “related party transaction” as defined. -101″). This offering is exempt from the formal evaluation and minority shareholder approval requirements of MI 61-101 because the participation represents less than 25% of the Company's market capitalization.
Gold Fields Atacama Holdings Inc., a wholly owned subsidiary of Gold Fields Limited (“Gold Fields”) and an existing investor in the Company (see news release dated September 15, 2022), will participate in this public offering. I showed my intention. The amount will be determined later, but it will return Gold Fields' ownership to the maximum allowed position of 15.05% of its outstanding shares.
The securities offered have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful. .
On behalf of the Board of Directors,
Sean Wallace
CEO
For more information about Torq Resources, please visit www.torqresources.com or contact Natasha Frakes, Vice President of Communications, at (778) 729-0500 or info@torqresources.com.
About Torq resources
Torq is a Vancouver-based copper and gold exploration company with high-grade mineral projects in Chile. We are establishing ourselves as a leader in new exploration in prominent mining regions based on responsible, respectful and sustainable practices. The company was founded by a management team with a history of success in monetizing exploration assets, and its professional technical team has extensive experience working with major mining companies, backed by strong safety standards and technical proficiency. Recognized for its experience. The technical team includes Chile-based geologists with valuable local expertise and a notable track record of major discoveries in the country. Torq is committed to operating to the highest standards of applicable environmental, social and governance practices in the pursuit of breakthrough discoveries. For more information, please visit www.torqresources.com.
Forward-looking information
This release contains certain statements that may be considered “forward-looking statements.” Forward-looking information is information that includes implied future performance and/or forecast information, particularly relating to or relating to the financing of mineral property exploration operations. These statements are subject to known and unknown risks and uncertainties and may cause our actual results, performance or achievements to be different (plus or minus) from any future results, performance or achievements expressed or implied by such forward-looking statements. There are other factors that can cause significant differences (either negative or negative). Statements containing risks related to securing investor returns and participating in target funding objectives, and general market and economic conditions. Please refer to the Company's public record filings located at www.sedarplus.ca for a discussion of risk factors that may adversely affect forward-looking statements.
Neither 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.
sauce: Torque Resource Co., Ltd.
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