This Offering Document (the “Offering Document”) constitutes an offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities and to those persons to whom they may be lawfully offered for sale. This Offering Document is not, and under no circumstances is to be construed as a prospectus or advertisement or a public offering of these securities.
OFFERING DOCUMENT UNDER THE LISTED ISSUER FINANCING EXEMPTION DATED JANUARY 23, 2025
Securities Offered:
Torrent Capital Ltd. (the “Company” or “Torrent”) is hereby offering for sale up to 7,142,857 units of the Company (“Units”) for gross proceeds of up to $5,000,000 (the “Offering”). Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”), the Offering is being made to purchasers resident in each of the provinces of Canada, other than Quebec, and other qualifying jurisdictions pursuant to the listed issuer financing exemption under Part 5A of NI 45-106 (the “Listed Issuer Financing Exemption”). The Units offered under the Listed Issuer Financing Exemption will not be subject to a statutory hold period pursuant to applicable Canadian securities laws. The Company also intends to complete a concurrent brokered offering of up to 7,142,857 Units at the Offering Price (as defined below) for gross proceeds of up to $5,000,000 (the “Concurrent Offering”) to purchasers resident in each of the provinces of Canada and other qualifying jurisdictions, pursuant to exemptions from the prospectus requirements (other than the Listed Issuer Financing Exemption) under NI 45-106.
