Torq Resources Announces US$48 Million Earn-In Option and Joint Venture with Gold Fields

Vancouver, BC, August 1, 2024 - Torq Resources Inc. (TSX-V: TORQ)(OTCQB: TRBMF) has entered into a non-binding term sheet with Gold Fields Limited to advance the Santa Cecilia copper-gold project in Chile. Under the proposed agreement, Gold Fields will have the option to acquire up to a 75% interest in the project by spending a total of US$48 million over six years.

The Santa Cecilia project covers 3,250 hectares near Copiapo, Chile, in the Maricunga belt. The definitive Option Agreement is pending shareholder approval at Torq's annual general meeting in November 2024, contingent on Gold Fields completing its due diligence.

Initially, Gold Fields can acquire a 51% stake by investing US$18 million within 30 months. This includes a Minimum Commitment of US$6 million, granting them a 10% interest. The second stage allows Gold Fields to earn an additional 24% by spending another US$30 million over 42 months.

A joint venture will be established depending on Gold Fields' progress. Torq will remain the project operator until Gold Fields secures a 51% stake. Both parties will share management of the project under the joint venture agreement.

Gold Fields' 15.5% stake in Torq classifies the transaction as a related party transaction under MI 61-101 regulations, necessitating shareholder approval.