Teslin River Resources Corp.
TSX VENTURE : TLR

Teslin River Resources Corp.

April 27, 2012 20:09 ET

Teslin River Resources Corp. Enters Loan Facility Agreement With Resinco Capital Partners Inc.

VANCOUVER, BRITISH COLUMBIA--(Marketwire - April 27, 2012) -

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

Teslin River Resources Corp. (the "Company") (TSX VENTURE:TLR) has entered into an agreement with Resinco Capital Partners Inc. (TSX:RIN) ("Resinco") whereby Resinco will provide the Company with a loan facility for up to three hundred thousand dollars. ($300,000.00). The terms of this agreement would see funding available on an as needed basis bearing an interest rate equal to prime plus 4%. A one-time administrative fee of twenty five thousand dollars ($ 25,000.00) plus a one-time bonus of three hundred thousand (300,000) common shares of Teslin River Resources Corp. will be paid in conjunction with this loan facility, issuable as the loan facility is drawn down, such that two hundred thousand (200,000) shares will be issued upon receipt of regulatory approval and the balance of one hundred thousand (100,000) shares will be issuable upon the later of receipt of regulatory approval and the aggregate draw down by the Company of $100,000 of the loan. This loan or portion thereof will become fully due and payable by December 31, 2014.

Funding will be used for general working capital and to service current payables until the Company is able to secure alternate financing arrangements. The loan is subject to receipt of regulatory approval.

Resinco currently owns a 29.90% interest in the capital of the Company. This interest will be increased to 30.27% with the payment of the above mentioned bonus shares. As Resinco is a control person of the Company, the loan is a 'related party transaction' within the meaning of Multilateral Instrument 61-101 (incorporated by reference into TSX-V Policy 5.9). As a related party transaction, the following additional disclosures are provided (following the listing of disclosures in Section 5.2 of MI 61-101).

The review and approval process that has been adopted by the Directors for this transaction is as follows:

  1. the independent members of the Board of Directors of the Company approved the borrowing of the funds;
  1. the Company has determined that distribution of an information circular to shareholders, preparation and distribution of a formal valuation and seeking of shareholder approval of the loan is not necessary under MI 61-101 (including TSX-V policy 5.9 which incorporates such policy by reference) because:

    i) the transaction being a loan if drawn down to the full amount representing 10.7% of the market capitalization of the Company, the loan transaction falls with an exemption to the minority approval requirements described in section 5.7(1)(a) of MI 61-101;

    ii) the disinterested directors of the Company (i.e. those other than John Icke and Hein Poulus) have all approved the transactions.

ON BEHALF OF TESLIN RIVER RESOURCES INC.

John Icke, Executive Chairman and Interim President and CEO

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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