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Message: NEWS - Torch River Announces a Brokered Private Placement

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NEWS - Torch River Announces a Brokered Private Placement

posted on May 27, 08 04:55AM

CALGARY, ALBERTA--(May 26, 2008) - Torch River Resources Ltd. ("Torch" or the "Corporation") (TSX VENTURE:TCR) (FRANKFURT:WNF) is pleased to announce that it has engaged Canaccord Capital Corporation (the "Agent") in connection with a proposed private placement, on a best efforts basis, of up to 2,500,000 units (the "Units") at a price of $0.21 per Unit for gross proceeds of approximately $525,000 (the "Offering").

Each Unit will consist 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 will entitle 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 will receive an administration fee of $5,000, a cash commission of 6% of the gross proceeds of the Offering and will be 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 will entitle 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 proceeds of the Offering will be used as working capital to fund the continued work program on the mineral properties held by Torch.

The Offering is subject to receipt of all necessary regulatory approvals. The Units will be offered in certain provinces of Canada by way of a private placement. The securities issued pursuant to the Offering will be subject to a 4 month hold period in Canada from the date of the closing of the Offering. The Offering is expected to close on or about June 13, 2008.

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 http://www.agoracom.com/IR/Torchriver 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 tcr@agoracom.com 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
President
(403) 444-6888
Website: www.torchriver.ca

or

ProActive Communications Co.
Local Vancouver: (604) 541-1995
Or Toll Free: 1-800-540-1995