Torch River Resources Ltd.
TSX VENTURE : TCR

Torch River Resources Ltd.

April 05, 2007 19:12 ET

Torch River Resources Ltd.: News Release

CALGARY, ALBERTA--(CCNMatthews - April 5, 2007) - Torch River Resources Ltd. ("Torch") (TSX VENTURE:TCR) is pleased to announce that it has closed a non-brokered private placement of 2,500,000 units ("Units") at $0.50 per Unit and 499,997 flow-through units ("Flow-through Units") at $0.60 per Flow-through Unit. The private placement for the Units closed on March 29, 2007 with a total of 2,500,000 Units being subscribed for representing $1,250,000.00 in proceeds and the private placement for the Flow-through Units closed on April 5, 2007 with a total of 499,997 Flow-through Units being subscribed for representing $299,998.20 in proceeds. The Units are comprised of one (1) Common Share and one (1) Common Share Purchase Warrant entitling the holder thereof to one (1) additional Common Share at an exercise price of $0.65 per Common Share. All Common Shares for the Units have a hold period which shall expire on July 30, 2007 and all of the Common Share Purchase Warrants for the Units are exercisable until March 29, 2009. The Flow-through Units are comprised on one (1) Common Share and one (1) Common Share Purchase Warrant entitling the holder thereof to purchase one (1) additional Common Share at an exercise price of $0.75 per Common Share in the first year and $0.95 per Common Share in the second year. All Common Shares for the Flow-through Units have a hold period which shall expire on August 6, 2007 and all of the Common Share Purchase Warrants for the Units are exercisable until April 5, 2009.

A finder's fee was paid to Limited Market Dealer Inc., an arm's length third party of Torch, consisting of cash in the amount of 5% (no G.S.T. payable) of the Flow-through Units subscribed for and a finder's fee option in the amount of 10% of the number of Flow-through Units subscribed for (the "Finder's Fee Option"). Such Finder's Options are exercisable for finder's units ("Finder's Units") at a price of $0.60 per Finder's Unit exercisable for a twenty-four (24) month period. Each Finder's Unit consists of one (1) Common Share and (1) Common Share Purchase Warrant which provides for the purchase of one (1) Common Share ("Finder's Warrant Share") exercisable within a twenty-four (24) month period from the date of issuance of the Finder's Options at a price in the first year of $0.75 per Finder's Warrant Share and in the second year of $0.95 per Finder's Warrant 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.

A finder's fee was also paid to PowerOne Capital Markets Limited, an arm's length third party of Torch, consisting of cash in the amount of 7% (no G.S.T. payable) of the Units subscribed for and a finder's fee Broker Common Share Purchase Warrant in the amount of 10% of the number of Units subscribed for will be paid. The finder's fee Broker 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 of $0.50 per Common Share.

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.

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