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Torq Announces Proposed US$48 Million Earn-In Option and Joint Venture Agreement with Gold Fields on Santa Cecilia Project
VANCOUVER, BC / ACCESSWIRE / August 1, 2024 / Torq Resources Inc. (TSX-V:TORQ)(OTCQB:TRBMF) ("T...
About this update from Torq Resources Inc.
[{"type":"text","content":"Torq Announces Proposed US$48 Million Earn-In Option and Joint Venture Agreement with Gold Fields on Santa Cecilia ProjectVANCOUVER, BC / ACCESSWIRE / August 1, 2024 / Torq Resources Inc. (TSX-V:TORQ)(OTCQB:TRBMF) (\"Torq\" or the \"Company\") is pleased to announce that as of July 31, 2024 it has entered into a non-binding term sheet (the \"Term Sheet\") with an affiliate of Gold Fields Limited (\"Gold Fields\") with respect to a proposed option and joint venture agreement to advance the exploration and development of Torq's Santa Cecilia copper-gold project in Chile (the \"Option Agreement\"). Under the Option Agreement, Gold Fields is to be granted a two-stage option to acquire up to a 75% interest in the Santa Cecilia Project in exchange for incurring an aggregate of US$48 million in spending at the project over a maximum of 6 years.The Santa Cecilia mineral exploration project (\"Santa Cecilia Project\") is a 3,250-hectare property located approximately 100km east of the city of Copiapo, Chile, in the southern region of the world-class Maricunga belt and immediately north of the El Indio belt. Under the Term Sheet, the parties intend to negotiate and execute a definitive Option Agreement within a timeframe to allow for consideration by Torq's shareholders for approval at Torq's 2024 annual general meeting anticipated to be held in mid-November 2024.Neither party will be bound to proceed with the transactions contemplated by the Term Sheet unless and until such time as the definitive Option Agreement is executed. Execution of the Option Agreement remains subject to completion by Gold Fields of its legal and technical due diligence which is presently in its advanced stage.Gold Fields is a \"related party\" to the Company, as defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (\"MI 61-101\") due to its 15.5% ownership position in Torq. Accordingly, the transactions contemplated by the Option Agreement will constitute \"related party transactions\" under MI 61-101 and Torq will require the approval of its shareholders (which are not related to Gold Fields) to proceed with these transactions. Torq expects to convene a meeting of its shareholders to approve the Option Agreement and the transactions contemplated therein to be held in November 2024 if the Option Agreement ...