Torch River Resources Ltd. ("Torch" or the "Corporation") (TSX VENTURE:TCR) (FRANKFURT:WNF) is pleased to announce a proposed non-brokered private placement of up to $200,000.00 through the sale of up to 952,380 flow-through units (the "Units") at a price of $0.21 each to the MineralFields Group. 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 ("Warrant"). Each whole 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.
The private placement is expected to close on or about June 20, 2008. The private placement is in addition to the previously announced private placement of approximately $525,000 with Canaccord Capital Corporation on a best efforts basis.
A finder's fee payable in cash equal to 6% of the Units subscribed for and finder's fee Warrants equal to 6% of the number of Units subscribed for will be paid to Limited Market Dealer Inc. ("LMD"). The finder's fee Warrant shall provide for the purchase of one half of one Common Share exercisable within a twenty four (24) month period at a price of $0.30 per Common Share.
"We are very pleased to be entering into this relationship with MineralFields Group", said William E. Pfaffenberger, President and CEO. "This is an important milestone in the growth of Torch River Resources Ltd. and we look forward to working with MineralFields Group as we develop our holdings in British Columbia."
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 (a division of Pathway Asset Management) 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 resource limited partnerships to investors throughout the world. Pathway Asset Management also specializes in the manufacturing and distribution of structured products and mutual funds. Information about MineralFields Group is available at www.mineralfields.com. First Canadian Securities(R), a division of Limited Market Dealer Inc., is active in leading resource financings (both flow-through and hard dollar PIPE financings) on competitive, effective and service-friendly terms, with investors both within, and outside of MineralFields Group.
Torch is a company listed and trading on the TSX Venture Exchange, symbol: TCR.
SOURCE: Torch River Resources Ltd.
Torch River Resources Ltd. William E. Pfaffenberger President (403) 444-6888 Website: www.torchriver.ca
