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VANCOUVER, BC / ACCESSWIRE / June 28, 2024 / Torq Resources Inc. (TSXV:TORQ)(OTCQB:TRBMF) ("Torq" or the "Company") is pleased to announce that it has completed the first tranche of its non-brokered private placement, the terms of which were announced on May 7, 2024 (the "Offering"), by issuing 4,645,300 units of the Company (each, a "Unit") at an offering price of $0.10 per Unit for gross proceeds of C$464,530. The Company has received conditional TSX Venture Exchange approval to extend the offering to July 26, 2024 subject to customary conditions including the absence of material changes during the extended offering period. Raising any further funds remains subject to the execution of additional subscription agreements by investors.

In connection with the closing of the first tranche of the Offering, the Company paid cash finder's fees of $10,800 and issued 108,000 non-transferable finder's warrants, with each finder's warrant exercisable on the same terms as the unit warrants as announced on May 7, 2024.

The proceeds from the Offering will be used for working capital.

In accordance with applicable securities laws, the securities issued under the Offering are subject to a statutory four-month and one-day hold period from the date of issuance in Canada. For any securities issued during the extension period, the hold period will run from the date of issuance of those securities. Final approval by the TSX Venture Exchange will follow upon filing standard documentation.

Insiders of the Company acquired an aggregate of 1,500,000 Units in the Offering for a total of C$150,000, which participation constituted a "related party transaction" as described under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Such participation is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as the fair market value of the securities acquired by the insiders was less than 25% of the Company's market capitalization.

None of these securities will be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any U.S. state securities laws, and may not be offered or sold in the United States without registration under the U.S. Securities Act and all applicable state securities laws or else in compliance with the requirements of an applicable exemption therefrom.