Torr Metals Announces Upsize in Non-Brokered Private Placement to $4.57 Million

Executive Summary

• Torr Metals Inc. upsized its previously announced non‑brokered private placement from up to $2.8 M to up to $4.57 M in aggregate gross proceeds.
• The offering now includes three classes of units (FT Units, NFT Units, and Charity FT Units) with detailed pricing, warrant terms, and eligibility for flow‑through tax benefits.
• Proceeds will be allocated to eligible Canadian exploration expenses on the Kolos Copper‑Gold Project and Bertha Property, with remaining net proceeds used for general working capital; closing is expected on or before October 28 2025.

Key Details

• Total Upsized Size: Up to $4,570,000 in gross proceeds (increase of $1,770,000).
• FT Units: Up to 5,626,765 units at $0.17 per unit; each unit = 1 flow‑through common share + ½ warrant (warrant exercise price $0.25, 24‑month term).
• NFT Units: Up to 8,753,767 units at $0.13 per unit; each unit = 1 non‑flow‑through common share + ½ warrant (exercise price $0.21, 24‑month term).
• Charity FT Units: Up to 11,909,382 units at $0.208 per unit; each unit = 1 flow‑through common share + ½ warrant (exercise price $0.21, 24‑month term).
• Warrant Expiry Condition: All warrants expire early if the company’s closing share price exceeds $0.35 for ten consecutive trading days.
• Finder Fees: May be paid in accordance with TSX Venture Exchange policies.
• Tax Treatment: FT Shares and Charity FT Unit Warrants qualify as “flow‑through shares” under the Canadian Income Tax Act; eligible for BC flow‑through mining expenditures where applicable.
• Use of Proceeds – Flow‑Through Portion: Eligible exploration expenses on:
• 275 km² Kolos Copper‑Gold Project (100% owned)
• Adjacent 57 km² Bertha Property (optioned March 2025, right to earn 100% ownership)
• Use of Proceeds – Net Portion: General working capital.
• Closing Timeline: Offering rescheduled to close on or before October 28 2025; subject to TSX‑V approval and other conditions.
• Hold Period: Securities issued will have a hold period of four months and one day from the closing date.
• Facilitation: Charity FT Units facilitated by PearTree Securities Inc.; PearTree receives no fees or commissions.

Notable Quotes

• “The increased investor demand reflects confidence in our exploration strategy and the high‑potential assets we are advancing,” – Malcolm Dorsey, President, CEO and Director.