American Marconi Wireless News - Torq Resources Files Shareholders Meeting Proxy Circular and Extends Financing Window

At the Meeting, Torq will, in addition to the annual election of directors, appointment of auditors and consideration of an equity incentive plan, seek disinterested shareholders' approval for the definitive Santa Cecilia Project earn-in agreements signed with an affiliate of Gold Fields and announced December 2, 2024. These agreements constitute a "related party transaction" under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") by virtue of Gold Field's current 14.87% shareholding in Torq and are discussed in detail in the Circular.

The Company is aware that, due to the ongoing postal strike in Canada, some shareholders may experience a delay in receiving the Meeting Materials. Shareholders are encouraged to view electronic versions of the Meeting Materials at the Company's website at https://www.torqresources.com/investors/investor-package/ or under the Company's SEDAR+ profile at www.sedarplus.ca. Registered shareholders who wish to vote at the Meeting by proxy may contact Computershare Trust Company at 1-800-565-6253 to obtain their control number and can vote online at www.investorvote.com, or by telephone voting at 1-866-732-8683. Any Shareholder who wishes to receive a paper copy of the Meeting Materials, should contact the Company at Suite 1400, 1199 West Hastings Street, Vancouver, British Columbia, V6E 3T5, Toll-Free 1-800-863-8655 or Tel: 778-729-0500, or by fax: 778-729-0650. Beneficial holders who hold their shares through a broker and have not received information should contact their broker representative for instructions on how to vote. Proxies completed and signed should be forwarded by the voting deadline at 10:00am (PST) on January 8, 2024.

In the event that the current Canadian postal strike makes holding this Meeting on time impossible, Torq will either reschedule it or seek to rely on an exemption under MI 61-101 from having to hold the disinterested vote given the impact of a delay on Torq's financial position. An updating announcement will be made once the strike has ended. Torq may also elect, in lieu of a formal disinterested shareholder vote, to proceed by way of written consents from a majority of disinterested shareholders, all of whom fully support the Gold Fields earn-in.

Torq will also be seeking TSX Venture Exchange approval to extend the period for completing the CAD$0.08 equity unit private placement to raise up to CAD$2 million referenced in Torq's news release of November 18, 2024 to January 13, 2025.

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 [email protected].

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 approval by shareholders of definitive agreements with respect to a joint venture on the Santa Cecilia Project with Gold Fields and the proposed $0.08 Unit financing. 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 some of the principal 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.

P.Santos--AMWN