Teslin River Resources Corp.
TSX VENTURE : TLR

Teslin River Resources Corp.

February 06, 2012 13:28 ET

CORRECTION FROM SOURCE: Teslin River Resources Inc. Announces $2.0 Million Brokered Private Placement

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Feb. 6, 2012) - A correction from source is being issued with respect to the release sent out today at 9:00 AM ET for Teslin River Resources Corp. (TSX VENTURE:TLR). The disclaimer in the release has been revised. The corrected release follows:

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Teslin River Resources Corp. (TSX VENTURE:TLR) ("Teslin" or the "Company") is pleased to announced that it has entered into an engagement letter with Kingsdale Capital Markets Inc. in connection with a private placement offering of up to eight million units (each a "Unit"), at a price of $0.10 cents per Unit; and up to ten million flow through units (each a "FT Unit") at a price of $0.12 cents per FT Unit to raise gross proceeds of $2.0 million (the "Offering").

Each Unit shall consist of one common share and one-half of a common share purchase warrant (each whole warrant, a "Unit Warrant"). Each Unit Warrant will be exercisable into one non-flow through common share of the Company at a price of $0.15 per share for a period of 18 months following the closing of the Offering.

Each FT Unit shall consist of one common share to be issued on a flow through basis and one-half of a common share purchase warrant (each whole warrant, a "FT Unit Warrant"). Each FT Unit Warrant will be exercisable into one non-flow through common share of the Company at a price of $0.18 per share for a period of 18 months following the closing of the Offering.

The Unit Warrants and the FT Unit Warrants (collectively the "Warrants") will be subject to accelerated exercise provisions whereby in the event that the closing price of the shares on the TSX Venture Exchange exceeds $0.25 per share for a period of 20 consecutive trading days, at the Company's election, the 18 month period within which the Warrants are exercisable will be reduced and the holders of the Warrants will be entitled to exercise their Warrants for a period of 30 days commencing on the day the Company provides written notice to the holder advising of the commencement of such election.

The Agent will receive commissions consisting of cash, representing 7% of the gross proceeds placed, but not including proceeds received from persons determined on the Company's president's lists and agent's warrants, representing 7.0% of the Units and FT Units placed and 2.5% of the Units or FT Units placed to persons on the Company's president's list. The agent's warrants will be exercisable at a price of $0.18 per share for a period of 18 months following the closing of the Offering, subject to the accelerated exercise provisions noted above.

The proceeds from the sale of the FT Units will be used for exploration for the Company's exploration and drilling program on the Frasergold project, which is located within the Quesnel Trough of British Columbia and the proceeds from the sale of the Units, will be used for general working capital purposes and for exploration on the Company's Nevada properties. The Offering is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the TSX Venture Exchange and the securities regulatory authorities.

For further information on the Company and its projects please visit our web site at: www.teslin-river.com

The securities offered have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or applicable exemption from the registration requirements. This news release does not constitute an offer to sell or the solicitation of any offer to buy nor will there be any sale of these securities in any province, state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such province, state or jurisdiction.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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