VANCOUVER, BC / ACCESS Newswire / October 1, 2026 / Torq Resources Inc. (TSXV:TORQ)(OTCQB:TRBMF) ("Torq" or the "Company") is pleased to announce that in addition to the closing of its private placement for gross proceeds of $1.7m on September 16, 2026 the ("Private Placement"), it has closed its previously announced shares for debt settlement (see September 10, 2026 news releases) (the "Debt Settlement") and issued 2,261,120 Shares to two directors, 240,018 Shares to arm's length creditors and 8,081,182 Units (identical to those in the Private Placement) to arm's length creditors to settle an aggregate of $529,116 of debts. Each Unit consists of one common share (a "Share") and a Share purchase warrant (each, a "Warrant") exercisable until October 1, 2029, to acquire a Share for C$0.10. The debts primarily relate to accrued interest on the Company's $2.8m loan facility and both the principal and accrued interest on an $84k promissory note alongside settlement of certain accrued director wages.
No finder fees were paid in connection with the closing of the Debt Settlement.
In accordance with applicable securities laws, the securities issued under Debt Settlement are subject to a statutory four-month and one-day hold period from the date of issuance in Canada.
Pursuant to the Debt Settlement, the 2,261,120 Shares issued to related parties are exempted from the formal valuation and minority shareholder approval requirements pursuant to sections 5.5(a) and 5.7(1)(a) of Canadian Multilateral Instrument 61-101 - Protection of Minority Shareholders in Related Party Transactions, as neither the fair market value of any securities issued to nor the consideration paid by such person could exceed $2.5 million or 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.
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.
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.
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