Torq Resources : Financial Statements

Torq Resources Inc.

ANNUAL INFORMATION FORM

For the Fiscal Year Ended December 31, 2023

Dated April 26, 2024

Suite 1630, 1177 West Hastings Street

Vancouver, B.C.

Canada V6E 2K3

☎ 1•778•729•0500 ✉ info@torqresources.com

2023 Annual Information Form

2023 Annual Information Form

2

unusual or unexpected geological or structural formations, pressures, cave-ins and flooding); the inherent speculative nature of mineral exploration and development; the estimation of mineral resources, the Company's ability to obtain funding, evolving environmental regulations; changes in laws and regulations impacting mineral title requirements, exploration and mining activities; the possibility of prior unregistered interests in its properties, other defects in title; legal and litigation risks; statutory and regulatory compliance; insurance and uninsurable risks; the Company's limited business history and history of losses and negative cash-flow, which will continue into the foreseeable future; inability to pay dividends, volatility in the Company's share price, the continuation of the management team and ability to secure the specialized skill and knowledge necessary to operate in the mining industry; relations with and claims by local communities and non-governmental organizations, including relations with and claims by Chilean indigenous populations; the compliance requirements of being a public company, including the costs of maintaining the listing requirements on the TSX Venture Exchange ("TSXV"); risks associated with the significant financial resources required to maintain regulatory compliance as a public company; the effectiveness of the Company's internal control over financial reporting; cybersecurity risks; risks relating to the Company's public perception; general business, economic, competitive, political and social uncertainties; and public health crises such as the COVID-19 pandemic and other uninsurable risks. While intended to list the primary risks where seen, no list can contain an exhaustive list of the risk and other factors that may affect any of the Company's forward-looking statements. Some of these risks and other factors are discussed in more detail in the section entitled "Risk Factors" in this AIF. Investors and others should carefully consider these risks and other factors and not place heavy reliance on the forward-looking statements.

The Company will only update any forward-looking statements when and to the extent required by applicable securities laws.

Differences between Canadian and US Disclosure Standards

This AIF uses Canadian mining terms as defined in, and required to be disclosed in accordance with, National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101"), which references the guidelines set out in the Canadian Institute of Mining, Metallurgy and Petroleum (the "CIM") If and when the Company establishes that any mineral resources exist on its properties it will disclose them according to CIM standards. US investors should be aware that CIM terms may not be the same as the defined terms under Securities and Exchange Commission of the United States ("SEC") Regulation S-K 1300 ("SEC S-K 1300") although given that the Company has not attempted to estimate the quantity or grade of any resources on its projects, these differences are not considered to be material at this time.

Measurements, abbreviations and acronyms

In this AIF, metric units and imperial units are used with respect to the Company's mineral property and operations. Conversion rates from imperial measures to metric units and from metric units to imperial measures are provided in the table set out below:

Related Financial Statements and Management Discussion and Analysis

This AIF should be read in conjunction with the audited consolidated financial statements of Torq for the year ended December 31, 2023 (the "Audited Financial Statements"), and the accompanying management's discussion and analysis ("MD&A") for that year. Unless otherwise indicated, financial information contained in this AIF is presented in accordance with International Financial Reporting Standards ("IFRS"). The Company's Audited Financial Statements and MD&A are available at www.torqresources.com and on SEDAR+ at www.sedarplus.ca.

2023 Annual Information Form

3

Mineral Project Terminology

As a Canadian issuer, we are required to comply with reporting standards in Canada that require that we make disclosure regarding our mineral properties in accordance with National Instrument 43-101, "Standards of Disclosure for Mineral Projects", Companion Policy 43-101CP and Form 43-101F1 (collectively, "NI 43-101"). NI 43-101 is a rule developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects ("Technical Information"). The Company's projects have no known mineral resources or reserves. The individuals named in Section 17 Interests of Experts who supervised the preparation of the Technical Information contained in this AIF are "qualified persons", as defined under NI 43-101 (each individually, a "Qualified Person" or "QP") as is Mr. Bryan Atkinson, P. Geol. the individual named as the QP responsible for the technical disclosure in this AIF.

As at the date of this AIF, the Company has two material mineral properties - Santa Cecilia and Margarita.

SECTION 2: CORPORATE STRUCTURE OF THE CORPORATION

Name, Incorporation and Registered Office

Torq was established in 1985 in order to investigate potential acquisitions and exploring mineral property interests. Torq was incorporated as "Fraserfund Venture Capital (VCC) Corporation" under the Business Corporations Act (British Columbia) (the "BCBCA") on October 11, 1985. Fraserfund Venture Capital (VCC) Corporation was listed on the TSX Venture Exchange on June 24, 1986. The Company went through various name changes between 1994 and 2011, including Stratton Resources Inc. on July 5, 2011, and then lastly on March 15, 2017, Torq Resources Inc.

Torq's head office is located at Suite 1630, 1177 West Hastings Street, Vancouver, British Columbia, Canada, V6E 2K3. The registered and records office of Torq is located at 1500-1055 West Georgia Street, Vancouver, British Columbia, Canada, V6E 4N7.

Intercorporate Relationships

References in this AIF to the business of the Company include the business conducted by its wholly owned subsidiaries. The Company has three material subsidiaries shown in the chart below, all of which are 100% beneficially owned by the Company.

2023 Annual Information Form

4

Corporate Group Organization Chart

Material Chilean Subsidiaries

Torq owns four Chilean private companies (three of which are material) which it consolidates as subsidiaries, namely Torq Resources Chile SpA ("Torq Chile"), Minera Andrea SpA (non-material), Minera Margarita SpA, and Minera Santa SpA. by virtue of 100% beneficial ownership. The Corporate structure of the Chilean entities was set up in such a way that Torq Chile performs the administrative functions on behalf of the operations and charges its subsidiaries for its services. The separate subsidiary entities hold the option arrangements over the Company's two material projects: Margarita Project and Santa Cecilia Project.

SECTION 3: GENERAL DEVELOPMENT OF THE BUSINESS

Three Year History

2024 to date

On March 28, 2024 the Company announced the appointment of Waldo Cuadra, Torq's General Manager in Chile and an Officer, as Director of the Company. Mr. Cuadra has been leading Torq's technical team in Chile since he joined the Company in 2020. He brings over 40 years of experience both as a geologist and an executive within the mining industry.

On March 25, 2024 the Company implemented cash preservation measures including an immediate 50% pay cut for all salaried North American senior executives, a deferral of those reduced salaries until a financing permits payment and a deferral of all directors cash compensation. The Company will also effect reductions of all non-essential employees and contractors and intends to consolidate its Vancouver office operations into a combination of remote working and relocation to the Santiago offices, where the Company's technical team, physical assets and exploration activities are centered.

2023 Annual Information Form

5

On March 25, 2024 the Company also announced that director, Jeffrey Mason, and Chief Geological Officer (CGO), Michael Henrichsen, resigned their respective positions with the Company, effective immediately, to pursue other business interests. The Company confirmed it will not in the near term appoint a replacement but rather rely on the strength of the Chilean technical team.

On March 25, 2024, the Company dropped its option on the Andrea project in order to focus and prioritize its capital allocation to its more advanced Margarita and the Santa Cecilia projects, where the latter is currently wrapping up its second exploration focused drill program.

On February 13, 2024 the Company announced the commencement of a second drilling campaign at its Santa Cecilia project. The first target, Pircas Norte, has outcropping copper porphyry mineralization on surface, a defined geophysical anomaly below surface, is within 1.5 kilometres (km) of the world-class Caspiche deposit, and has never been drill tested. The drill program at Santa Cecilia is expected to consist of approximately 1,500 metres (m) over three drill holes and results are expected in the near future.

On January 4, 2024, the Company completed a public and private offering and issued 23,206,860 units at a price of $0.23 per unit for gross proceeds of $5,337,578. Each unit consists of one Torq common share and one share purchase warrant exercisable at $0.30 per Torq common share until January 4, 2027. Three directors of the Company purchased an aggregate of 575,000 units in the offering for gross proceeds of $132,250. The net proceeds from the offering will be used for exploration of the Company's Santa Cecilia project and for general corporate and working capital purposes. Gold Fields Atacama Holdings Ltd., a wholly owned subsidiary of NYSE listed international gold mining company, Gold Fields Limited ("Gold Fields") participated in the concurrent private offering, acquiring 5,678,260 units pursuant to its September 2022 Investment Agreement described below.

2023

On December 5, 2023, the Company announced the results of a trenching program at its Margarita iron-oxide-copper- gold (IOCG) project. The purpose of the trenching program was to further define the geometry of the mineralization at the Falla 13 discovery area as well as to evaluate undrilled target areas in the northern half of the project. The trenching program consisted of 443.5 m, primarily along road cuts and drill platforms created during the phase III drill program. Trench 23MRT-001 intersected 34 m of 0.89 g/t gold and 0.22% copper along a prominent west-northwest structure that links the Falla 13 discovery area and the drill hole 23MAR-031R, which was announced on October 18, 2023 (below).

On November 27, 2023, the Company and the Lender under the Company's CAD$3,00,000 Loan facility described below agreed to amend the loan facility agreement by extending the maturity date to July 11, 2025. In consideration of the extension, the Company agreed to replace the 4,102,564 share purchase warrants that were issued to the Lender with 7,500,000 share purchase warrants exercisable at $0.35 per common share until July 11, 2025.

On October 18, 2023, the Company announced the first set of results from its phase III drill program at its Margarita iron-oxide-copper-gold project, which began mid-August, 2023. The objective of this drill program was to test the potential to expand the original Falla 13 discovery area, both along strike and laterally, as well as to test several undrilled targets that were identified by anomalous gold-in-soils, permissive geology and geophysical signatures of conductivity and chargeability. The reverse-circulation ("RC") drill program consisted of approximately 4,000 m and identified a new parallel mineralized structure 200 m west of the original Falla 13 discovery, intersecting 42 m of 1.1 g/t gold and 0.48% copper of sulphide mineralization in drill hole 23MAR-031R. A new zone of copper oxide mineralization was also discovered in the southern area of the project at the Cototuda target, where 132 m of 0.48% copper was intersected in drill hole 23MAR-035R. Finally, broad zones of copper oxide mineralization were encountered at the historically drilled Margarita structural corridor, at the southwest limit of the property, where Torq drilled 62 m of 0.49% copper and 134 m of 0.29% copper in drill hole 23MAR-036R.

On August 2, 2023, the Company announced drill results from the first two drill holes at the Cerro del Medio target in the Company's inaugural drill program at the Santa Cecilia gold - copper porphyry project ("Santa Cecilia"). Drill holes 23SC-DDH-001 and 23SC-DDH-002 are located 700 m apart and were designed to cross a northeast trending structural corridor with the objective of intersecting new porphyry phases and higher-grade mineralization than the

2023 Annual Information Form

6

2012 historical intercept in drill hole CDM-12-003, which consisted of 925.7 m of 0.21g/t gold, 0.27% copper and 82 parts per million ("ppm") molybdenum. The results from the Company's drill holes, 23SC-DDH-001 and 23SC-DDH- 002, were 476.3 m of 0.23 g/t gold, 0.22% copper and 93 ppm molybdenum at a hole depth of 584 m - 1,060.3 m and 557 m of 0.38 g/t gold, 0.23% copper and 56 ppm molybdenum at a hole depth of 442 m - 999 m respectively. Both drill holes bottomed in mineralization and significantly expanded porphyry mineralization to the south and east from the historical drilling. The gold grades encountered in drill hole 23SC-DDH-002 represent an 81% increase from the 2012 historical intercept from CDM-12-003 and provide a vector to the south and the east toward a potentially higher- grade causative intrusion.

On July 19, 2023, the Company announced the results of its rock sampling program, based on a total of 196 samples, that were collected from the Pircas Norte and Gemelos Norte target areas from the eastern region of the Santa Cecilia project. The highlights from selective rock sampling targeting porphyry-style veining included gold grades of 0.3 g/t to 0.83 g/t in banded quartz-magnetite-pyrite veinlets with copper grades ranging from 438 ppm to 0.44% at Pircas Norte. At the Gemelos Norte target, highlights from the selective rock sampling targeting porphyry style veining included gold grades of 0.13 g/t to 1.49 g/t. In addition, at Gemelos Norte, two epithermal veins sampled on the southwestern edge of the target area had gold grades of 12.05 g/t and 3.36 g/t and copper grades of 2.3% and 285 ppm, respectively. Collectively, the rock sampling results from both Pircas Norte and Gemelos Norte demonstrated mineralized gold - copper and gold porphyry systems that are exposed on surface.

On May 3, 2023, the Company announced the results of its soil survey from Santa Cecilia. The results of the soil survey are based on 1,503 samples of a total of 1,735 soil samples that were collected on a 70 m by 70 m grid across the Santa Cecilia hydrothermal system. The results indicated a total of seven porphyry targets.

On March 13, 2023, Torq announced it had commenced its first drill program at the Santa Cecilia project. The initial drill program was expected to consist of a total of approximately 15,000 m over the following 14 months, with a break of four months anticipated between June and September 2023 for the Chilean winter. Approximately 7,000 m of the drilling was expected to take place in 2023, with the first two drill holes planned for the northeastern flank of the Cerro del Medio target area, where mineralization from a 2012 drill hold intercepted 925.7 m of 0.21g/t gold, 0.27% copper, and 82 ppm molybdenum in a porphyry system. The Company is targeting a higher-grade causative intrusion.

On March 10, 2023, Torq closed its previously announced brokered private placement for proceeds of C$6,260,339 from the issuance of 10,433,899 units of the Company (the "Units") at a price of C$0.60 per Unit on a private placement basis. Each Unit consists of one Torq common share ("Share") and one half of a Share purchase warrant, two half-warrants being required to exercise and acquire a full Share at C$0.80 until March 10, 2026. These securities are not subject to a hold period in Canada. Gold Fields deferred exercise of its pre-emptive right in respect of this financing (see below).

On February 10, 2023, Torq obtained a receipt for its final short form base shelf prospectus (the "Shelf Prospectus") filed with the securities commissions in each of the provinces and territories of Canada. The filing of a Shelf Prospectus is intended to provide the Company with financing flexibility. Under the Shelf Prospectus, the Company may issue and sell up to C$60,000,000 of common shares, warrants, subscription receipts, units, debt securities, or any combination thereof, from time to time over the 25-month period that the Shelf Prospectus remains effective. This AIF will be deemed incorporated into and form part of that Shelf Prospectus.

2022

Strategic Investment from Gold Fields

On September 15, 2022, Torq completed an issuance to Gold Fields of 15,000,000 common shares of Torq (the "Private Placement Shares") at a price of $1.00 per share on a private placement basis (the "Private Placement resulting in Gold Fields owning 15.05% of issued Torq shares. There was a 4% advisory fee paid to an arms-length advisor in connection with the investment.

Investment Agreement and Strategic Relationship Period

2023 Annual Information Form

7

The Private Placement was completed pursuant to an investment agreement dated September 6, 2022, under which Torq also granted to Gold Fields certain rights for so long as Gold Fields owns at least 7.5% of the issued and outstanding Common Shares and for so long as Gold Fields has not delivered a Standstill Termination Notice (as defined below) (the "Strategic Period"). The Strategic Period may also end upon the occurrence of certain other termination events described below.

Pre-emptive Common Share Participation Right During Strategic Period

During the Strategic Period, Gold Fields will have a pre-emptive right to participate (the "Participation Right") in any future issuance by the Company of its Common Shares or convertible securities ("Equity Securities", which are subject to certain exceptions described below) on the same terms offered to other subscribers in order to maintain its pro rata interest in the Common Shares (calculated on a partially diluted basis (the "Gold Fields Percentage") immediately prior to any such issuance, subject to compliance with its standstill obligations set out below and as outlined in the Investment Agreement.

Gold Fields' Participation Right will terminate upon the earlier of (i) the first sale by the of any of the Private Placement Shares, (ii) the second anniversary of the second instance of Gold Fields's failure to exercise the Participation Right, (iii) the first instance of Gold Fields's failure to exercise the Participation Right following a change in control of Gold Fields, and (iv) the delivery by Gold Fields of a Standstill Termination Notice. The Participation Right will not apply to issuances of Equity Securities (i) under Torq's equity compensation plans; (ii) in connection with acquisitions, (iii) upon the exercise of currently outstanding convertible securities, (iv) upon the exercise of conversion of future convertible securities in respect of which Gold Fields has not exercised its Participation Right, and (v) issuances of Equity Securities to all of Torq's Common Shareholders on a pro rata basis (each, a "Non‐ Financing Issuance"), but these issuances will be subject to the top‐up rights described below. In addition, the Participation Right includes the following rights of Gold Fields: in the event that Torq proposes to issue Equity Securities during the term of the Participation Right to another mining company (other than Gold Fields or its affiliates) which would result in such other company having an interest in the Common Shares (calculated on a partially diluted basis) exceeding the Gold Fields Percentage, Gold Fields will have the right to increase its Gold Fields Percentage to match that of such other company for a limited period of 10 Business Days from delivery of notice by purchasing additional Equity Securities as part of the offering.

In the event Gold Fields exercises this right, the maximum number of shares permitted to be owned by Gold Fields under the standstill described below will thereafter be automatically increased if necessary to such undiluted percentage as is held by Gold Fields immediately after exercising such right; and to a top‐up right during the term of the Participation Right to subscribe for additional Common Shares so as to maintain the Gold Fields Percentage of Gold Fields in the event of dilutive Non‐Financing Issuances not subject to its Participation Right described above, which top‐up right is exercisable (i) annually during the month of November, and (ii) on an accelerated basis within 20 business days from the public disclosure of events of dilution which would individually or in the aggregate reduce Gold Fields Percentage by more than 5% of the then issued and outstanding Common Shares.

Gold Fields Participation on Santa Cecilia Technical Committee

During the Strategic Period, Gold Fields will have a right to appoint two out of four nominees on a technical advisory panel (the "Advisory Panel") comprised of Gold Fields and Torq representatives to review and provide input to Torq on its exploration and development program. Under the Investment Agreement, the Advisory Panel is to be the primary forum for the exchange of information between Torq and Gold Fields regarding the exploration and development of and activities on Torq's properties. The Advisory Panel will provide reports, recommendations and advice to Torq's technical committee with respect to the exploration and development of the Torq properties. The recommendations of the Advisory Panel will not be binding on Torq, Torq's Technical Committee or Torq's board of directors.

Gold Fields Share Resale Restrictions

Gold Fields has agreed not to sell or otherwise dispose any of the Private Placement Shares: (i) until after the date that is the one‐year anniversary of closing, or (ii) to any purchaser that is in the business of exploration for, or development or commercial production of, mineral deposits or providing streaming and/or royalty financing for persons in such

2023 Annual Information Form