Torq Resources Inc. executed a definitive Implementation Agreement with an affiliate of Gold Fields Limited, allowing Gold Fields to earn up to a 75% indirect interest in Torq’s Santa Cecilia Project in Chile through US$48 million (C$66.5 million) in staged exploration funding over six years. The agreement, which supersedes a previously announced term sheet, is subject to final TSX Venture Exchange approval and disinterested shareholder consent.

Gold Fields can initially earn 51% by spending US$18 million (C$24.5 million) within 30 months, including a committed US$6 million (C$8.2 million) minimum spend. An interim loan of up to US$1.8 million (C$2.5 million), announced October 18, 2024, will count toward this commitment. If Gold Fields proceeds, it may earn an additional 24% by investing US$30 million (C$40.8 million) over the next 42 months.

The agreement includes a Joint Venture Shareholders Agreement (JVSA) governing ownership and operations of the Chilean subsidiary that holds the project rights. Torq will remain operator until Gold Fields reaches the 51% threshold. If a party's interest drops below 10%, it will convert into a 2% net smelter returns royalty, capped at US$20 million (C$27.2 million). Torq retains the right to repurchase Gold Fields' initial 10% if the option is not fully exercised.

Torq’s financial advisor is Minvisory Corp., with McMillan LLP as legal counsel. Fasken Martineau DuMoulin LLP represents Gold Fields.