Torq closes C$1.25 million financing and loan extension

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

VANCOUVER, BC / ACCESS Newswire / August 20, 2026 / Torq Resources Inc. (TSXV:TORQ)(OTCQB:TRBMF) ("Torq" or the "Company") announces that it is has arranged certain lead investors for a portion of a proposed non-brokered private placement financing to raise not less than C$1.25 million from the sale of at least 25 million Torq equity units priced at $0.05 each ("Units"). Each Unit consists of a common share in Torq's capital ("Shares") plus a three-year warrant ("Warrants") to acquire a Share at a price of C$0.10 per Share (the "Placement"). Completion of the Placement is a condition to a 6-month extension of the Company's C$2.8 million loan owed to 191010 Investments Limited which came due July 11, 2026. The six-month extension will run from completion of the Placement. The consideration for the extension is that the Lender will be granted 56 million one-year warrants exercisable at $0.05 per Share ("Loan Extension Warrants"). Both the Placement and Loan Extension Warrants are subject to TSX Venture Exchange approval.

The Company intends to use the net proceeds from the Placement for general working capital.

The Placement may be completed in multiple tranches and is subject to receipt of executed subscription agreements and funds as well as customary closing conditions, including conditional approval from the TSX Venture Exchange. Completion of the placement is targeted for late August 2026.

In accordance with applicable securities laws, the Units issued under the Placement will be sold to accredited investors or other investors who are exempt from prospectus requirements and will be subject to a four-month hold period in Canada. The Loan Extension Warrants and underlying Shares will also be subject to a four-month hold period in Canada. While the Placement is non-brokered, the Company may pay a cash finder's fee equal to 6.0% of the gross proceeds and issue non-transferrable finder's warrants equal to 6.0% of the number of Units sold under the Placement ("Finders Warrants") to eligible persons who refer participating investors to the Company, where permitted by applicable law and in accordance with the policies of the TSXV. Each finder's warrant will entitle the holder thereof to purchase one common share of the Company at the exercise price of C$0.10 for a period of 36 months from the closing date of the Placement.

Any participation of Torq insiders in the Placement will be subject to exemption from valuation and minority shareholder approval requirements of Multi-lateral Instrument 61-101.

The securities of the Company have not been, nor will they be, registered under the United States Securities Act of 1933 , as amended, or any state securities laws, and may not be offered or sold in the United States, or to or for the account or benefit of any person in the United States, absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any common shares in the United States, or in any other jurisdiction in which such offer, solicitation or sale would be unlawful. Resales of Shares, Warrants, Loan Extension Warrants, Finders Warrants and underlying Shares within the United States will be restricted in accordance with applicable law.