Torq to Upsize Financing to $1.7 Million, Provides Other Updates
Torq increases its private placement, extends a C$2.8 million loan via warrant issuance, and adjusts its earn-in terms with Gold Fields.
Rhea-AI Summary
Torq Resources (TRBMF) plans to upsize its previously announced non-brokered private placement to C$1.7 million, issuing 34,003,824 units at C$0.05 each for gross proceeds of C$1,700,191.20.
Each unit comprises one common share and one warrant exercisable at C$0.10 for three years from closing. Gold Fields Atacama Holdings will invest C$170,191.20 in the placement, bringing its ownership in Torq to 10.95%. The placement remains subject to final TSX Venture Exchange acceptance, and all securities will be subject to a four‑month hold period. Finder’s fees include C$29,700 in cash and 594,000 finder’s warrants exercisable at C$0.10 for three years.
Torq also expects to complete a six‑month extension of its C$2.8 million loan from 191010 Investments Limited, effective from the placement closing, in exchange for 56,000,000 one‑year warrants at C$0.05. The company states it will require additional equity or alternative financing to repay the loan and fund ongoing needs. Torq and Gold Fields have extended the earn‑on option period by 24 months due to prior operational delays.
Positive
- Private placement upsized to C$1,700,191.20 via 34,003,824 units at C$0.05
- Gold Fields participation of C$170,191.20, increasing ownership to 10.95%
- Loan maturity extended six months on C$2.8 million facility, providing time to seek refinancing
Negative
- Large equity-linked issuance: 34,003,824 units plus 56,000,000 loan extension warrants and 594,000 finder’s warrants
- Ongoing financing dependency: company states it relies on equity and will require additional financing to repay the C$2.8 million loan and fund operations
- Project delays led to a 24‑month extension of the earn-on option period and operational changes
AI-generated analysis. How Rhea-AI works. Not financial advice.
VANCOUVER, BC / ACCESS Newswire / September 15, 2026 / Torq Resources Inc. (TSXV:TORQ)(OTCQB:TRBMF) ("Torq" or the "Company") that it intends to upsize its previously announced non-brokered private placement financing of units of the Company (the "Placement"), the terms of which were announced on August 20, 2026. The Company has increased the Placement from
Each Unit consists of one common share in the capital of the Company (a "Share") and one common share purchase warrant of the Company (a "Warrant"). Each Warrant entitles the holder thereof to acquire one Share at an exercise price of C
The upsized Placement remains subject to customary final acceptance by the TSX Venture Exchange (the "TSXV") of post-closing documentation. The securities issued pursuant to the Placement will subject to a statutory hold period in Canada expiring four months and day from closing expected to occur in the immediate future.
In connection with the Placement, the Company will pay finder's fees consisting of cash commissions of C
The participation by Gold Fields in the Placement constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company relied on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a), respectively, as the Company is listed on TSX Venture Exchange and fair market value of the participation by insiders in the Placement did not exceed
The Company also expects to shortly complete the previously announced six-month extension of its C
Due to delays experienced in fall 2025 resulting from the relocation of the camp for health and safety reasons, the program was delayed and accordingly Torq has agreed to extend the earn-on option period by 24 months (from 72 months originally). Other operational changes were also agreed upon giving Gold Fields a greater role in the work program.
Torq CEO Shawn Wallace commented, "We appreciate the continued support of investors and of Gold Fields in accelerating the exploration of Santa Cecilia given previous results of long drill hole intervals of mineralization. We look forward to getting back to this work in the near future".
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 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.
Forward Looking Information
This release includes certain statements that may be deemed "forward-looking statements". Forward-looking information in this release includes statements that relate to the timing and results of future exploration, the intended use of proceeds from the Placement, and final acceptance of the Loan Extension Warrants by the TSX Venture Exchange. 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 such 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) accepts responsibility for the adequacy or accuracy of this release.
SOURCE: Torq Resources Inc.
View the original press release on ACCESS Newswire
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What are the key terms of the units in Torq’s upsized private placement?
Each unit is priced at C$0.05 and consists of one common share and one common share purchase warrant. Each warrant allows the holder to acquire one additional share at an exercise price of C$0.10 per share for a period of three years from the closing date of the placement.
How will the finder’s fees for the placement be paid?
Finder’s fees will consist of C$29,700 in cash commissions and 594,000 non-transferable finder’s warrants. Each finder’s warrant is exercisable into one common share at C$0.10 per share for three years from the closing date of the placement, in accordance with applicable securities laws and TSX Venture Exchange policies.
What regulatory exemptions did Torq use for Gold Fields’ participation in the placement?
Gold Fields’ participation is considered a related party transaction under Multilateral Instrument 61‑101. The company relied on the exemptions from the formal valuation and minority shareholder approval requirements in sections 5.5(a) and 5.7(1)(a), as Torq is listed on the TSX Venture Exchange and the fair market value of insider participation did not exceed C$2.5 million or 25% of its market capitalization.
What changes were made to the earn-on option period with Gold Fields and why?
The earn‑on option period was extended by 24 months from the original 72 months. Torq attributes this to delays in fall 2025 linked to relocating the camp for health and safety reasons. Other operational changes were also agreed, providing Gold Fields with a greater role in the work program.
How does Torq intend to use the net proceeds from the private placement?
The company intends to use the net proceeds from the upsized placement for general working capital purposes.
What are the hold periods for the securities issued in the placement and loan extension?
The securities issued in the private placement will be subject to a four‑month plus one day statutory hold period in Canada from the closing date. The loan extension warrants and the shares issuable upon their exercise will be subject to a four‑month statutory hold period in Canada from the date of final TSX Venture Exchange acceptance.