Torrent Gold Inc. Announces Closing of $480,000 Private Placement Offering

/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES/

VANCOUVER, BC, March 9, 2026 /CNW/ - Torrent Gold Inc. (CSE: TGLD) (Frankfurt: RV0) ("Torrent" or the "Company") has closed the previously announced non-brokered private placement (the "Private Placement"), effective March 6, 2026, whereby the Company issued 2,400,000 common shares in the capital of the Company ("Common Shares") at a price of $0.20 per Common Share for aggregate gross proceeds of $480,000. As part of the Private Placement, the Company has fully settled debt owing to certain of its directors and officers who participated in the Private Placement, through the issuance of 550,000 Common Shares. The board of directors of the Company (the "Board") has determined that it is in the best interests of the Company to settle the outstanding debts by the issuance of Common Shares in order to preserve the Company's cash for working capital. It is expected that the net proceeds from the Private Placement will be primarily used to settle current accounts payable and for general working capital purposes.

The Company paid a cash commission of $6,300 to Haywood Securities Inc. in connection with subscriptions received from subscribers they introduced to the Private Placement. All securities issued pursuant to the Private Placement are subject to a statutory hold period of four months and one day from the date of issuance.

Richard Cindric, President & Chief Executive Officer and director of the Company, Scott Davis, Chief Financial Officer of the Company, and Saf Dhillon and Andy Jagpal, directors of the Company, are "related parties" of the Company pursuant to Multilateral Instrument 61-101 – Take Over Bids and Special Transactions ("MI 61-101") and participated in the Private Placement. Accordingly, the Private Placement constitutes a "related party transaction" within the meaning of MI 61-101. Pursuant to the Private Placement, Richard Cindric received an aggregate of 100,000 Common Shares, Scott Davis received an aggregate of 200,000 Common Shares, Saf Dhillon received an aggregate of 250,000 Common Shares, and Andy Jagpal received an aggregate of 100,000 Common Shares. The Company is relying on the exemptions from the formal valuation requirement under section 5.5(b) of MI 61-101 and the minority shareholder approval requirement under section 5.7(a) of MI 61-101, as the fair market value of the Common Shares to be issued to the related party does not exceed 25% of the Company's market capitalization. The Company did not file a material change report in respect of the Private Placement on SEDAR+ less than 21 days prior to closing thereof due to the fact that the Company wished to close the Private Placement as soon as practicable to enable it to continue its business pursuits and reduce its liabilities.

About Torrent Gold Inc.

Torrent Gold is a mineral and natural resources exploration company that leverages its years of combined experience in capital markets and mining for acquisition and exploration during the resource commodity cycles.

ON BEHALF OF THE BOARD OF DIRECTORS

Richard Cindric
President & Chief Executive Officer

Neither the CSE nor its Market Regulator (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.

SOURCE Torrent Gold Inc.

View original content: http://www.newswire.ca/en/releases/archive/March2026/09/c6105.html