Torch River Resources Ltd.

Published : October 29th, 2013

Fwd: Torch River to acquire Wallingford, St. Jovite projects

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Keywords :   Canada | Copper | Euro | Molybdenum |




TORCH RIVER RESOURCES


TORCH RIVER RESOURCES ANNOUNCES DEFINITIVE AGREEMENT AND A FURTHER TRANCHE OF PRIVATE PLACEMENT FOR PROCEEDS OF $100,000


 

2013-10-29 08:48 ET  Torch River Resources Ltd. has arranged a further tranche of a previously announced non-brokered private placement of two million units at a price of five cents per unit for gross proceeds of approximately $100,000. Each unit will consist of one common share in the capital of the company and one common share purchase warrant. Each warrant will entitle the holder to purchase one common share of the company for a period of two years from the closing of the offering at an exercise price of 7.5 cents. The net proceeds from the offering will be used by the company for working capital and general corporate purposes. The company intends to close the offering as soon as practicable.

This is a further tranche from an agreement with a certain investor, first announced on May 7, 2013, and subsequently approved by the TSX Venture Exchange, to give the investor the right, but not the obligation, to purchase up to $825,000 in additional units over a 12-month period, at an issue price that is a 20-per-cent discount from the 30-calendar-day volume-weighted average price of the common shares, subject to the pricing requirements of the TSX Venture Exchange corporate finance manual. The investor may exercise any or all of the subscription right at any time but each month the amount of the subscription right remaining to be exercised is reduced by $75,000. Upon closing of this offering, a total of $650,000 will be remaining under the subscription right. Each subscription right comprises one common share and one common share purchase warrant. Each subscription warrant will entitle the holder to purchase one common share at an exercise price that is a 20-per-cent premium to the 30-day volume-weighted average price of the stock. The subscription warrants can be exercised at any time on or before the 24-month anniversary of the subscription date, subject to the TSX Venture Exchange corporate finance manual. The warrants and the subscription rights are non-voting and may not be exercised if their exercise would result in the investor holding over 9.9 per cent of the outstanding common shares.

In conjunction with the offering, the company will pay a finder's fee of 8 per cent of the aggregate gross proceeds arising therefrom, including upon the future proceeds from the exercise of any subscription rights, will be paid to Euro Pacific Canada Inc. In addition, the finder will receive such number of non-transferable warrants equal to 8 per cent of the total number of common shares issued in connection with the offering. Each compensation warrant will be exercisable at a price of 10 cents per common share for a period of 24 months from the closing date of the offering.

The company also announces that the company has signed an arm's-length definitive agreement to to acquire the Wallingford and Saint Jovite lump graphite properties.

As part of the consideration for the Wallingford transaction, one million shares of the company will be issued to the vendor at closing at a deemed value of six cents per share at closing. Additional consideration for the acquisition included a $2,000 payment on signing of the term sheet; a $5,000 payment to be made on Nov. 15, 2013; and a further issuance of 500,000 shares on the first anniversary of the closing of the transaction provided that the mining claims produce graphite with a grade of 30 per cent and a quality of 90 per cent graphitic carbon (Cg) and an ore quantity of two million tonnes after the company has made up to $250,000 in exploration expenditures to verify same.

The Wallingford property is located 10 kilometres north of Buckingham village in the Central metasedimentary belt of the Grenville geological province, about 182 km west of Montreal. It includes the historic Wallingford-Buckingham mine, a feldspar and quartz pegmatite dike which crosscuts a sillimanite-garnet gneiss. The deposit was discovered by prospection in 1923 and the mine was in operation from 1923 to 1938 (SIGEOM database of MRN).

As part of the consideration for the Saint Jovite transaction, 900,000 shares of the company will be issued to the vendor at closing at a deemed value of six cents per share at closing. Additional consideration for the acquisition included a $2,000 payment on signing of the term sheet; a $5,000 payment to be made on Nov. 15, 2013; and a further issuance of 500,000 shares on the first anniversary of the closing of the transaction provided that the mining claims produce graphite with a grade of 30 per cent and a quality of 90 per cent Cg and an ore quantity of two million tonnes after the company has made up to $250,000 in exploration expenditures to verity same.

The St. Jovite property is located 8.5 km south-southeast of the village of Brebeuf, in the Laurentian region, approximately 153 km northwest of Montreal. It is underlain by metasedimentary rocks of the Grenville province which had been invaded by the igneous rocks of the Morin series. It includes the Brebeuf-SSE deposit which was mined sporadically from 1954 to 1961. It consists of a vein-type deposit with a most important pegmatitic vein measuring 30 m in length by 0.6 to 1.8 m in width.

All securities issued will be subject to a hold period of four months and one day pursuant to applicable securities laws.

We seek safe harbour.

 

About Torch River Resources

Torch is a publicly traded junior mining exploration company with a number of mining claims. The Walker property consists of 4 claims covering the past mine and 11 claims covering interesting geological context for more graphite mineralization in the region around the deposit, which is located 40 km north-east of Ottawa. The Mount Copeland molybdenum deposit lies within metamorphic rocks flanking the southern margin of Frenchman Cap Dome, 32 kilometers northwest of Revelstoke, British Columbia (the �Mount Copeland Property�). The Fort-Eden copper property is comprised of 18 mineral tenures that total 2,828.6 hectares in area. The mineral claims are located 100 km west of Fort St. James, BC (the �Fort Eden Property�). The Red Bird deposit is comprised of three zones of molybdenum concentration referred to as the Main, Southeast and Southwest zones within a property totaling 1,836 ha (4,400 acres) and is located 133 km southwest of Burns Lake and 105 km north of Bella Coola (the �Red Bird Property�). The Company plans to divest (the �Divestitures�) each of the Mount Copeland Property, the Fort Eden Property and the Red Bird Property through a sale or joint venture, thus allowing it to focus on building a graphite mining company. On August 14, 2013 the Company announced that it has entered into a non-arm�s length non-binding agreement to acquire new lump graphite properties in Quebec (the �Wallingford and Jovite Acquisitions�).

 

CONTACT:

Laurie McCarney

Director, Corporate Communications

info@torchriver.ca

Tel: (905) 844-1200 ext: 305

 

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.

 

FORWARD LOOKING STATEMENTS: This news release contains forward-looking statements, within the meaning of applicable securities legislation, concerning Torch�s business and affairs.  In certain cases, forward-looking statements can be identified by the use of words such as ��plans��, ��expects�� or ��does not expect��, �intends� ��budget��, ��scheduled��, ��estimates��, �forecasts��, ��intends��, ��anticipates�� or variations of such words and phrases or state that certain actions, events or results ��may��, ��could��, ��would��, ��might�� or ��will be taken��, ��occur�� or ��be achieved��.  Such forward-looking statements include those with respect to use the proceeds as working capital to fund the continued development of the Corporation�s business, the Corporation�s intention to complete the merger with Plumbago, the Divestitures and the intention to complete the Wallingford and Jovite Acquisitions.

 

These forward-looking statements are based on current expectations, and are naturally subject to uncertainty and changes in circumstances that may cause actual results to differ materially.  The forward-looking statements in this news release assume, inter alia, that the conditions for completion of the private placement, the proposed merger with Plumbago, the Wallingford and Jovite Acquisitions, and the Divestitures, including regulatory and shareholder approvals, if necessary, will be met.

 

Although Torch believes that the expectations represented in such forward-looking statements are reasonable, there can be no assurance that these expectations will prove to be correct. There are risks which could affect Torch�s ability to complete the Offering, the proposed merger and the future results of the merged company which could cause actual results to differ materially from those expressed in these forward-looking statements including negotiation failure or delay, the impact of general global economic conditions and the risk that they will deteriorate, industry conditions, including fluctuations in the price of supplies and the risk that they will increase, that required consents and approvals from regulatory authorities will not be obtained, that activity in the lump or vein graphite business will not be at the level or of the nature anticipated, liabilities and risks inherent in Torch�s operations, technical problems, equipment failure and construction delay.

 

Statements of past performance should not be construed as an indication of future performance.. Forward-looking statements involve significant risks and uncertainties, should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether or not such results will be achieved. A number of factors, including those discussed above, could cause actual results to differ materially from the results discussed in the forward-looking statements. Any such forward-looking statements are expressly qualified in their entirety by this cautionary statement.

 

All of the forward-looking statements made in this press release are qualified by these cautionary statements.  Readers are cautioned not to place undue reliance on such forward-looking statements.  Forward-looking information is provided as of the date of this press release, and Torch assumes no obligation to update or revise them to reflect new events or circumstances, except as may be required under applicable securities laws.


If you no longer wish to receive emails from our company, please email back to this address with UNSUBSCRIBE in the Subject.



John R. Chalcraft, ProActive Communications
#201 - 2383 King George Blvd., White Rock, BC, V4A 5A4
Local:  (604) 541-1995
email:
jrchalcraft@gmail.com





Data and Statistics for these countries : Canada | All
Gold and Silver Prices for these countries : Canada | All

Torch River Resources Ltd.

EXPLORATION STAGE
CODE : TCR.V
ISIN : CA79015E1060
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Torch River is a gold and copper exploration company based in Canada.

Torch River holds various exploration projects in Canada.

Its main exploration properties are MT. COPELAND, GROUSE MOUNTAIN, HIGHROCK ISLAND, NAHMINT and RED BIRD in Canada.

Torch River is listed in Canada, in Germany and in United States of America. Its market capitalisation is CA$ 2.2 millions as of today (US$ 2.2 millions, € 1.6 millions).

Its stock quote reached its highest recent level on December 31, 2007 at CA$ 0.91, and its lowest recent point on April 12, 2013 at CA$ 0.01.

Torch River has 44 888 000 shares outstanding.

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In the News and Medias of Torch River Resources Ltd.
3/22/2008The Hume Report
3/22/2008The Hume Report
Annual reports of Torch River Resources Ltd.
2008 Annual Report
Financings of Torch River Resources Ltd.
10/29/2013Announces Definitive Agreement and a Further Tranche of Priv...
9/18/2013Fwd: Torch River Closes $150,000 Private Placement, Manageme...
9/13/2013Announces Private Placement
8/28/2013Fwd: Torch River closes Private Placement
8/28/2013Closes Private Placement
7/4/2013TORCH RIVER CLOSES (UNRESTRICTED) PRIVATE PLACEMENT
7/3/2013Closes Private Placement
6/3/2013Torch River Announces Closing of Private Placement
5/28/2013Torch River Clarifies Closing of Private Placement
5/28/2013Torch River Arranges $75,000 Private Placement
5/28/2013Announces Private Placement for Proceeds of $75,000
5/16/2013Announces Closing of Private Placement And Sets Date for its...
5/8/2013Announces Private Placements for Proceeds of up to $900,000
3/14/2013Torch River announces private placement
3/13/2013Announces Private Placement
9/24/2012Torch River Private Placement News Release
9/24/2012Announces Private Placement
3/27/2012Torch River Private Placement News Release
1/30/2012Torch River News / Closes Private Placement
11/30/2011TORCH RIVER ANNOUNCES PRIVATE PLACEMENT
5/27/2011Announces Close of Private Placement and Drill Programs
4/25/2011Announces Private Placement
5/6/2010Closes Private Placement
4/1/2010Closes Addition to Private Placement
3/5/2009Closing of Private Placement
9/16/2008Announces Closing of Private Placement
6/27/2008Announces Closing of Private Placement
5/21/2008Announces Closing of Private Placement
5/6/2008Announces Private Placement
Project news of Torch River Resources Ltd.
11/20/2013Saint Jean Carbon (formerly Torch River Resources) proposes ...
11/6/2013Saint Jean Carbon Inc. (formerly Torch River) Featured by Re...
10/29/2013Fwd: Torch River to acquire Wallingford, St. Jovite projects
8/20/2013Torch River Closes Acquisition of Past Producing Walker Lump...
6/13/2013Torch River Resources News Release
5/21/2013Torch River Acquires Graphite Property
1/31/2012Pinetree Capital Increases Ownership of Torch River Shares
3/24/2010(Mt. Copeland)Receives Approval on Approval on Mt. Copeland Amending Agree...
3/9/2010(Mt. Copeland)Mt Copeland REE work program
11/12/2009(Mt. Copeland)Rare Earth Potential
6/23/2009(Nahmint)Three Jays, Happy John, Monitor-Nahmint Project Fieldwork Up...
2/12/2009(Nahmint)February 12, 2009
2/12/2009(Nahmint)formally options Nahmint Property
1/19/2009(Nahmint)Torch Signs LOI to Option 75% of Crown Grants & Nahmint Prop...
8/14/2008(Red Bird)More drill results from Torch River
1/11/2008(Red Bird)2008 Technical report
11/6/2007(Red Bird)ANNOUNCES POTENTIAL HIGH GRADE MOLY ZONE AT RED BIRD
10/9/2007(Red Bird)Drill Results on next three holes at Red Bird
9/25/2007(Red Bird)further drill results at Red Bird
9/18/2007(Red Bird)Announces drill results on first three hols at Red Bird
8/27/2007(Red Bird) Red Bird Molybdenum Resource Increased by 40%
7/10/2007(Red Bird)Expands drill program at Red Bird
5/17/2007(Red Bird)Reports on summer drill program
Corporate news of Torch River Resources Ltd.
11/18/2013GOLD REPORT Interview with CEO of Saint Jean Carbon (Torch R...
10/31/2013Torch River changes name to Saint Jean Carbon Inc.
10/18/2013Torch River Signs Definitive Agreement for 113 Sri Lankan Lu...
10/15/2013Fwd: Torch River Achieves Purity Upgrade to 99.1%C on Walker...
10/15/2013Achieves Purity Upgrade to 99.1%C on Walker Graphite
10/9/2013Torch River Signs Term Sheet for 113 Sri Lankan Lump Graphit...
9/3/2013Torch River/Saint Jean Carbon CEO interview
8/15/2013Fwd: Torch River Plans Merger with Sri Lankan Company
8/15/2013Signs Term Sheet for the Acquisition of Wallingford & Saint ...
7/25/2013Torch River Plans Merger with Sri Lankan Company
7/16/2013Torch River Press Release
7/16/2013Announces Advisory Agreement and Shares for Debt Transaction
7/11/2013Torch River News Update
7/11/2013Walker Lump/Vein Graphite Property Composite Grab Sample Yie...
6/28/2013Cancels AGM and Options
6/28/2013Cancels AGM and Options
6/28/2013Cancels AGM and Options
6/13/2013Enters Binding Agreement to Acquire Walker Mine, Launches Ne...
5/16/2013Torch River News Release
5/9/2013Torch River News Release
4/30/2013Former Canada Carbon CEO, Paul Ogilvie, Ignites Torch
4/29/2013Torch River halt trading
5/30/2012Torch River News Release
3/26/2012Torch River News Release
2/7/2012Torch River News Release
1/11/2012Torch River News / Identifies 300 metre REE strike length
11/26/2011Torch River News
10/14/2011Pinetree Capital acquires Torch River shares, warrants
9/7/2011Torch River News Release
6/29/2011Begins Drilling Fort-Elden for Copper/Silver/Gold
4/19/2011expands Fort Elden for copper and zinc, 1700m drill program ...
4/19/2011Expands Fort-Elden for Copper and Zinc
6/28/2010Updates on Geological Work Conducted on the Fort-Elden Prope...
4/26/2010Recent Results from Fort-Elden Copper Property
4/12/2010Options B.C. Copper Property
1/22/2009featured in the Victoria Times - January 22, 2009
1/2/2009option agreement
12/2/2008Resources Provides Copeland Mo Project 2008 Summary
9/19/2008Reports on Red Bird drilling
8/13/2008Reports Drill Update at Mt. Copeland
8/12/2008Reports Drill Results at Red Bird
6/17/2008Announces Drill Programs
5/30/2008Grants Options
5/26/2008Featured on Yahoo Finance Small Cap Show
2/14/2008THE MOUNT COPELAND PROPERTY
2/14/2008 Acquires Mt. Copeland Formerly Producing 2.6M Lbs.. of Mol...
1/15/2008Red Bird Molybdenum Resource Increased by 29%
12/12/2007Torch River announces gold investment in Tagish Lake
11/28/2007ANNOUNCES 2007 RHENIUM RESULTS
10/3/2007Initiating Coverage ; Red Bird Resource Expansion
8/29/2007President on the Radio
8/2/2007Red Bird Drilling Update and Grouse Mountain Approval
7/4/2007Purchases New Silver Claims
6/26/2007and the Owners of Mount Copeland Mutually Agree to Discontin...
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