Torch River Resources Ltd.

Torch River Resources Ltd.

June 30, 2008 15:09 ET

Torch River Closes Brokered Private Placement

And Closes Mount Copeland Agreement

CALGARY, ALBERTA--(Marketwire - June 30, 2008) - Torch River Resources Ltd. ("Torch" or the "Corporation") (TSX VENTURE:TCR) (FRANKFURT:WNF) is pleased to announce that its private placement previously announced on May 26, 2008 has closed. The financing placed 2,193,000 Units at a price of $0.21 per Unit for gross proceeds of $460,530.00 (the "Offering"). Canaccord Capital Corporation (the "Agent") acted as the agent in connection with the financing. The proceeds of the Offering will be used as working capital to fund the continued work program on the mineral properties held by Torch.

Each Unit consists of one (1) common share ("Common Share") in the capital of the Corporation issued on a flow through basis and one half of one common share purchase warrant (each whole warrant referred to as a "Warrant"). Each Warrant entitles the holder to purchase one Common Share of the Corporation at an exercise price of $0.30 for a period of twenty four (24) months from the closing of the Offering.

The Agent received a deposit for legal fees in the amount of $5,000, a cash commission of 6% of the gross proceeds of the Offering and was granted a number of non-transferable Agent's warrants (the "Agent's Warrants") equal to an aggregate of 6% of the total number of Units sold pursuant to the Offering. Each Agent's Warrant entitles the holder thereof to acquire one Common Share (the "Agent's Warrant Shares") at an exercise price of $0.30 per Agent's Warrant Share for a period of twenty four (24) months from the date of the closing of the Offering.

The securities issued pursuant to the Offering are subject to a 4 month hold period in Canada from the date of the closing of the Offering.


With reference to the press release dated February 14, 2008, Torch is also pleased to announce that the TSX Venture Exchange has accepted for filing documentation pursuant to an option agreement (the "Option Agreement") among the Corporation, William E. Pfaffenberger, J. John Kalmet, Andris A. Kikauka and Multiplex Enterprises Limited, whereby the Corporation has obtained an option to acquire a 100% interest in a molybdenum property located Revelstoke, British Columbia (the "Mount Copeland Property").

The consideration to be paid by Torch under the Option Agreement shall be up to $475,000.00 in cash, 1,300,000 shares of Torch and a work program to be carried out by Torch on the Mount Copeland Property at a cost of approximately $500,000.00. The vendors shall also be entitled to a net smelter royalty of 2.75% on all minerals mined. Torch will have the right to terminate the Option Agreement at various stages of the agreement.

The consideration that is still to be paid by Torch under the Option Agreement is as follows:

(a) April 28, 2009, $25,000.00 plus 200,000 shares of Torch;

(b) April 28, 2010, $200,000.00 plus 900,000 shares of Torch;

(c) April 28, 2011, $200,000.00.

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

For all Torch River investor relations needs, investors are asked to visit the Torch River IR Hub at where they can post questions and receive answers within the same day, or simply review questions and answers posted by other investors. Alternatively, investors are able to e-mail all questions and correspondence to where they can also request addition to the investor e-mail list to receive all future press releases and updates in real time.

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.

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
    (403) 444-6888
    ProActive Communications Co.
    (604) 541-1995
    Toll Free: 1-800-540-1995