Torrent Gold Inc. (CSE: TGLD) (Frankfurt: RV0) (“Torrent” or the “Company”) has closed the previously announced non-brokered private placement (the “Private Placement”) effective March 6, 2026, whereby the Company issued 2,400,000 common shares in the capital of the Company (“Common Shares”) at a price of $0.20 per Common Share for aggregate gross proceeds of $ 480,000. As part of the Private Placement, the Company fully repaid the debts owed to certain directors and officers who participated in the Private Placement by issuing 550,000 Ordinary Shares. The Company’s board of directors (the “Board”) has determined that it is in the best interests of the Company to settle its outstanding debt through the issuance of common stock in order to preserve the Company’s cash for working capital. It is expected that the net proceeds from the Private Placement will be used primarily for current account settlement and general working capital purposes.
The company paid a cash commission of $6,300 to Haywood Securities Inc. in connection with subscriptions received from subscribers that they had introduced to the Private Placement. All securities issued under the Private Placement are subject to a statutory hold period of four months and one day from the date of issuance.
Richard Cindric, President & Chief Executive Officer and director of the Company, Scott Davis, Chief Financial Officer of the Company, and Saf Dhillon and Andy Jagpal, directors of the Company, are “related parties” of the Company pursuant to Multilateral Instrument 61-101 – Takeover bids and special transactions (“MI 61-101“) and participated in the Private Placement. Accordingly, the Private Placement constitutes a “related party transaction” within the meaning of MI 61-101. Pursuant to the Private Placement, Richard Cindric received an aggregate of 100,000 Common Shares, Scott Davis received an aggregate of 200,000 Common Shares, Saf Dhillon received an aggregate of 250,000 Common Shares, and Andy Jagpal received one total of 100,000 common shares. The Company relies on the exemptions from the formal valuation requirement under section 5.5(b) of MI 61-101 and the minority shareholder approval requirement under section 5.7(a) of MI 61-101 as the fair market value of the common shares to be issued to the related party does not exceed 25% of the market capitalization of the Company Company did not submit a material change report on the Private Placement on SEDAR+ less than 21 days prior to its closing because the Company wanted to close the Private Placement as quickly as possible to enable it to continue its business activities and reduce its liabilities.
About Torrent Gold Inc.
Torrent Gold is a mineral and natural resources exploration company that leverages its years of combined capital markets and mining experience for acquisition and exploration throughout the resource cycles.
ON BEHALF OF THE BOARD OF DIRECTORS
Richard Cindric
President and CEO
Neither the CSE nor its market regulator (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this press release.
SOURCE Torrent Gold Inc.
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