Teslin River Resources Corp.
TSX VENTURE : TLR

Teslin River Resources Corp.

February 06, 2012 09:00 ET

Teslin River Resources Inc. Announces $2.0 Million Brokered Private Placement

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Feb. 6, 2012) -

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.

Forward-Looking Statements

This news release includes certain statements that may be deemed "forward-looking statements". All statements in this release, other than statements of historical facts, including, without limitation, statements potential mineralization, the estimation of mineral resources, the realization of mineral resource estimates, interpretation of prior exploration and potential exploration results, the timing and success of exploration activities generally, the timing and results of future resource estimates, permitting time lines, metal prices and currency exchange rates, availability of capital, government regulation of exploration operations, environmental risks, reclamation, title, and future plans and objectives of the company are forward-looking statements that involve various risks and uncertainties. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Forward-looking statements are based on a number of material factors and assumptions. Factors that could cause actual results to differ materially from those in forward-looking statements include the inherent risks involved in the exploration and development of mineral properties, the uncertainties involved in interpreting drill results and other exploration data, the potential for delays in exploration or development activities, the geology, grade and continuity of mineral deposits, the possibility that future exploration, development or mining results will not be consistent with the Company's expectations, accidents, equipment breakdowns, title matters, labor disputes or other unanticipated difficulties with or interruptions in production and operations, fluctuating metal prices, the possibility of project cost overruns or unanticipated costs and expenses, uncertainties relating to the availability and costs of financing needed in the future, the inherent uncertainty of production and cost estimates and the potential for unexpected costs and expenses, commodity price fluctuations, currency fluctuations, regulatory restrictions, including environmental regulatory restrictions and liability, competition, loss of key employees, and other related risks and uncertainties. The Company undertakes no obligation to update forward-looking information except as required by applicable law.

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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