Torch River Resources Ltd.
TSX VENTURE : TCR

Torch River Resources Ltd.

March 23, 2007 09:00 ET

Torch Announces Non Brokered Flow Through at $0.60

CALGARY, ALBERTA--(CCNMatthews - March 23, 2007) - Torch River Resources Ltd. ("Torch")(TSX VENTURE:TCR) is pleased to announce in conjunction with its News Release dated March 21, 2007, Torch announces a non-brokered flow-through private placement of up to 500,000 units (the "Flow-through Units") at a price of $0.60 per Flow-through Unit with the MineralFields Group. Such Units are to be comprised of one (1) Flow-through Common Share and one (1) Common Share Purchase Warrant providing for the purchase of one (1) Common Share exercisable within a twenty four (24) month period at a price in the first year of $0.75 per Common Share and in the second year of $0.95 per Common Share for gross proceeds of approximately $300,000.00.

A finder's fee to Limited Market Dealer Inc. ("Limited") consisting of cash in the amount of 5% of the Flow-through Units subscribed for and a finder's fee Common Share Purchase Warrant in the amount of 10% of the number of Flow-through Units subscribed for will be paid. The finder's fee Common Share Purchase Warrant shall provide for the purchase of one (1) Common Share exercisable within a twenty four (24) month period at a price in the first year of $0.75 per Common Share and in the second year of $0.95 per Common Share. Also, there is a 2% (plus G.S.T.) due diligence fee payable to Limited on the gross proceeds raised for the Flow-Through Units subscribed for.

The private placement is expected to close on or about April 5, 2007.

The proceeds of the private placement will be used as working capital to fund the continued work program on the mineral properties held by Torch. The private placement is subject to receipt of all necessary regulatory approvals.

MineralFields Group is a Toronto based mining fund with significant assets under administration that offers its tax-advantaged super flow-through limited partnerships to investors throughout Canada during most of the calendar year, as well as hard-dollar limited partnerships to investors throughout the world. Information about MineralFields Group is available at www.mineralfields.com.

Torch is a company listed and trading on the TSX Venture Exchange, symbol: TCR.

THE TSX VENTURE EXCHANGE DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

Contact Information

  • Torch River Resources Ltd.
    William E. Pfaffenberger
    President
    (403) 444-6888
    Website: www.torchriver.ca