09:49:08 EDT Tue 21 May 2024
Enter Symbol
or Name
USA
CA



Torq Resources Inc
Symbol TORQ
Shares Issued 110,368,130
Close 2023-11-08 C$ 0.27
Market Cap C$ 29,799,395
Recent Sedar Documents

Torq arranges public offering of 25-cent units

2023-11-08 16:45 ET - News Release

Mr. Shawn Wallace reports

TORQ ANNOUNCES MARKETED BEST EFFORTS PUBLIC OFFERING

Torq Resources Inc. has arranged a best-effort public offering for the sale of a minimum of 16 million units of the company to a maximum of 24 million units at a price of 25 cents per unit for minimum gross proceeds of $4-million to a maximum of $6-million. In connection with the offering, the company has entered into an agreement with Paradigm Capital Inc. and Red Cloud Securities Inc. to act as co-lead agents and joint bookrunners on behalf of a syndicate of agents.

Each unit will comprise one common share of the company and one-half of one common share purchase warrant. Each warrant will be exercisable to purchase one common share of the company at a price of 35 cents for a period of three years from the closing date.

The company will grant the agents an option, exercisable, in whole or in part, for up to 30 days following the closing of the offering, to sell the number of units equal to up to an additional 15 per cent of the units sold pursuant to the offering at the offering price to cover overallotments, if any. The offering is expected to close on or about Nov. 16, 2023, and is subject to Torq receiving all necessary regulatory approvals, including the acceptance of the offering by the 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 and working capital purposes.

The company intends to file a prospectus supplement to its short form base shelf prospectus dated Feb. 10, 2023, on or about Nov. 10, 2023. The supplement will be filed with the securities regulatory authorities in each of the provinces and territories of Canada, except Quebec. The units may also be offered by way of private placement in the United States.

Copies of the supplement and accompanying base shelf prospectus will be available under the company's profile on SEDAR+. One or more insiders of the company are expected to participate in the offering, and their participation will be considered to be a related party transaction as defined under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The offering will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 on the basis that such participation will be less than 25 per cent of the company's market capitalization.

Gold Fields Atacama Holdings Inc., a wholly owned affiliate of Gold Fields Ltd. and an existing investor in the company (see Sept. 15, 2022, news release), has indicated its intention to participate in the offering at an amount that is to be determined but that would restore Gold Fields' ownership to its maximum permitted position of 15.05 per cent of issued shares.

About Torq Resources Inc.

Torq is a Vancouver-based copper and gold exploration company with premium mineral projects 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 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.

We seek Safe Harbor.

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