Torq Resources Shareholders Overwhelmingly Approve Santa Cecilia Joint Venture Transaction at Annual General and Special Meeting

Rhea-AI Summary

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.

Positive

• Record shareholder participation of 55.8% vs 5-year average of 29.5%
• Overwhelming approval (99.91%) for the Gold Fields joint venture
• Potential USD$48 million investment from Gold Fields over 6 years
• Strong shareholder support with all directors receiving >97% approval

Negative

• Dilution of project ownership up to 75% through the Gold Fields earn-in

VANCOUVER, BC / ACCESSWIRE / January 10, 2025 / Torq Resources Inc. (TSXV:TORQ)(OTCQB:TRBMF) ("Torq" or the "Company") is pleased to announce the voting results for the Annual General and Special Meeting (the "Meeting" ) of Shareholders held on January 10, 2025, in Vancouver, British Columbia. Shareholder participation at the Meeting was a record 55.8% compared with a 5-year average of 29.5%.

A total of 77,643,691 common shares were voted in connection with the Meeting, representing approximately 55.83% of the Company's issued and outstanding common shares. The voting results are as follows:

Approval of Gold Fields Option and Joint Venture
In addition to routine annual matters, Torq shareholders were asked to consider and if thought fit, approve by a disinterested majority, a proposed earn-in option into and joint venture for the Company's Santa Cecilia project in Chile. The option and joint venture is to be entered into pursuant to the implementation agreement dated November 29, 2024 (the "Implementation Agreement") between the Company, Minera Santa SpA and Gold Fields Pedernales Limitada (the "Gold Fields Affiliate"), an affiliate of Gold Fields Limited ("Gold Fields"). Under the earn-in option, the Gold Fields Affiliate will acquire the right to earn into up a 75% interest in the project by spending up to USD$48 million over a period of up to 6 years. Disinterested shareholders approved the transactions contemplated by the Implementation Agreement by over a 99% plurality. Gold Fields is presently the indirect owners of 20,678,260 common shares of the Company held by another Gold Fields affiliate. The common shares held by Gold Fields were excluded from voting on the resolution approving the transactions contemplated by the Implementation Agreement in accordance with the disinterested vote requirements under Canadian securities laws. Completion of the transactions contemplated by the Implementation Agreement remain subject to the approval of the TSX Venture Exchange and satisfaction of the other conditions to closing under the Implementation Agreement.

	NUMBER OF SHARES					PERCENTAGE OF VOTES CAST
	FOR	AGAINST	WITHHELD/ ABSTAIN	RESTRICTED (Not Voted)	NON VOTE	FOR	AGAINST	WITHHELD/ ABSTAIN
Option and Joint Venture	53,114,294	49,865	0	20,678,260	3,801,272	99.91%	0.09%	0.00%

Election of Directors:
In annual business, the director nominees as listed in the Company's Information Circular dated December 5, 2024, and SEDAR+ filed December 9, 2024, were all elected as directors of the Company by large majorities. They will serve until the next Meeting except for one planned retirement described in the Circular.

	PERCENTAGE OF VOTES CAST
	FOR	AGAINST	WITHHELD/ ABSTAIN		NOT VOTED	FOR	AGAINST	WITHHELD/ ABSTAIN
Shawn Wallace	73,518,611	0	323,808		3,801,272	99.56%	0.00%	0.44%
Steve Cook	73,443,611	0	398,808		3,801,272	99.46%	0.00%	0.54%
Waldo Cuadra	73,362,970	0	479,449		3,801,272	99.35%	0.00%	0.65%
Michael Kosowan	71,641,226	0	2,201,193		3,801,272	97.02%	0.00%	2.98%
Marie-Hélène Turgeon	73,433,117	0	409,302		3,801,272	99.45%	0.00%	0.55%
Ana Carolina Vargas	73,433,117	0	409,302		3,801,272	99.45%	0.00%	0.55%

There were 3,801,272 non-votes included in the quorum (but not voted). Non-votes are discretionary votes given to a broker by a US beneficial holder, but such votes are not allowed under Canadian Securities Regulations.

Reappointment of Auditor:
Deloitte LLP, Chartered Professional Accountants were reappointed as Auditors of the Company for the ensuing year by a large majority.

	NUMBER OF SHARES					PERCENTAGE OF VOTES CAST
	FOR	AGAINST	WITHHELD/ ABSTAIN	RESTRICTED	NON VOTE	FOR	AGAINST	WITHHELD/ ABSTAIN
Appointment of Auditors	77,327,791	0	315,900		0	99.59%	0.00%	0.41%

Continuation of Option Plan:
The Company's equity incentive plan was approved for continuation for the ensuing year by a large majority.

	NUMBER OF SHARES					PERCENTAGE OF VOTES CAST
	FOR	AGAINST	WITHHELD/ ABSTAIN	RESTRICTED	NON VOTE	FOR	AGAINST	WITHHELD/ ABSTAIN
Continuation of Option Plan	73,441,934	400,485	nil		3,801,272	99.46%	0.54%	nil

Shawn Wallace, CEO commented "We are gratified by the support shown by our shareholders and for the dedication shown by our directors and staff. We look forward to seeking our final regulatory approvals and moving to close this sancta Cecila earn transaction in the next few days."

ON BEHALF OF THE BOARD,

Shawn Wallace
CEO & Chair

Voting results have been filed on www.sedarplus.ca.

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 invaluable 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.

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.

View the original press release on accesswire.com

FAQ

What are the terms of TRBMF's Santa Cecilia joint venture with Gold Fields?

Gold Fields can earn up to a 75% interest in the Santa Cecilia project by investing USD$48 million over a 6-year period.

What was the shareholder approval rate for TRBMF's Gold Fields joint venture?

The joint venture received 99.91% approval from disinterested shareholders at the January 10, 2025 meeting.

How many shares did Gold Fields own in TRBMF before the joint venture?

Gold Fields indirectly owned 20,678,260 common shares of Torq Resources before the joint venture agreement.

What was the shareholder participation rate at TRBMF's 2025 Annual Meeting?

The meeting had a record 55.8% shareholder participation, representing 77,643,691 common shares, compared to a 5-year average of 29.5%.