Torrent Gold closes $480,000 private placement

Executive Summary

• Torrent Gold Inc. has closed a non-brokered private placement, issuing 2.4 million common shares at $0.20 per share for gross proceeds of $480,000.
• The company utilized the proceeds to settle $110,000 in debt owed to four related-party directors/officers by issuing them 550,000 additional shares, aiming to preserve cash for working capital.
• The transaction is classified as a related party transaction under Multilateral Instrument 61-101, with net proceeds designated for settling accounts payable and general working capital.

Key Details

• Transaction Structure: Non-brokered private placement closing effective March 6, 2026.
• Primary Issuance: 2,400,000 common shares issued at $0.20 per share.
• Gross Proceeds: $480,000.
• Debt Settlement Component: 550,000 common shares issued to settle outstanding debts owed to participating directors and officers.
• Use of Proceeds: Primarily to settle current accounts payable and for general working capital purposes.
• Related Party Participants:
  • Richard Cindric (President, CEO, Director): Received 100,000 shares.
  • Scott Davis (CFO): Received 200,000 shares.
  • Saf Dhillon (Director): Received 250,000 shares.
  • Andy Jagpal (Director): Received 100,000 shares.
• Regulatory Status: Transaction constitutes a related party transaction under MI 61-101. The company relied on exemptions from formal valuation (Section 5.5(b)) and minority shareholder approval (Section 5.7(a)) as the fair market value of shares issued to related parties did not exceed 25% of market capitalization.
• Commission: $6,300 paid in cash to Haywood Securities Inc. for introduced subscriptions.
• Restrictions: All securities are subject to a statutory hold period of four months and one day from the date of issuance.
• Disclosure Note: No material change report was filed on SEDAR+ less than 21 days prior to closing to facilitate rapid closure and liability reduction.