Torch River Resources Ltd.
TSX VENTURE : TCR
FRANKFURT : WNF
PINK SHEETS : TORVF

Torch River Resources Ltd.

April 25, 2011 16:10 ET

Torch River Announces Private Placement

CALGARY, ALBERTA--(Marketwire - April 25, 2011) - Torch River Resources Ltd. (TSX VENTURE:TCR) (FRANKFURT:WNF) (PINK SHEETS:TORVF) ("Torch" or the "Corporation") is pleased to announce a non-brokered private placement of up to 8,000,000 units (the "Units") at a price of $0.05 per Unit for gross proceeds of approximately $400,000 (the "Offering"). Up to 6,000,000 units (the "Flow-through Units") will consist of one (1) flow-through common share in the capital of the Corporation issued and one-half (1/2) common share purchase warrant (a "Warrant"). The further units, comprising of up to 2,000,000 units will consist of one (1) common share ("Common Share") in the capital of the Corporation issued and one common share purchase Warrant. Each Warrant will entitle the holder to purchase one Common Share of the Corporation at an exercise price of $0.10 for a period of twenty four (24) months from the closing of the Offering. Torch anticipates that Insiders of the Corporation will subscribe for over 25% of the placement.

The private placement is expected to close on or about June 03, 2011.

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

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

Forward Looking Information

This press release may contain forward-looking statements which may include estimates, plans, expectations, opinions, forecasts, projections, guidance or other statements that are not statements of fact, including without limiting the generality of the foregoing, statements made regarding Torch's work programs. Although Torch believes that the expectations reflected in such forward-looking statements are reasonable, it cannot give any assurance that such expectations will prove to be correct. Results of Torch including its ability to mobilize and drill on schedule may be affected by a variety of variables and risks associated with the mining industry such as availability of human and capital resources, competition, exploration and development plans and results, anticipated capital expenditures and financing thereof, timing of applications and approvals. As such the future plans and objectives of Torch are forward-looking statements that involve risks and uncertainties and may be based on assumptions that could cause actual results to differ materially from those anticipated or implied in such statements. Torch's forward-looking statements are expressly qualified in their entirety by this cautionary statement. Unless otherwise required by applicable securities laws, Torch does not intend nor does it undertake any obligation to update or review any forward-looking statements to reflect subsequent information , events, results or circumstances or otherwise.

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.

Contact Information

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

    ProActive Communications Co.
    Local Vancouver: (604) 541-1995
    Or toll free (800) 540-1995