TORCH RIVER RESOURCES
FOR IMMEDIATE RELEASE
Torch River Announces Closing of Private Placement
June 3, 2013, Oakville, ON, Canada � June 3, 2013, Oakville, ON, Canada � Torch River Resources Ltd. (�Torch� or the �Company�) (TSX-V: TCR) (FRANKFURT: WNF) (U.S. pink sheets: TORVF) is pleased to announce that it has closed the second of a series of private placements (the �Second Offering�). This Second Offering placed 2,500,000 Units at a price of $0.03 per Unit for gross proceeds of $75,000.00. Each Unit consisted of one (1) common share (�Common Share�) in the capital of the Corporation and one (1) common share purchase warrant (�Warrant�). Each Warrant entitles the holder to purchase one Common Share of the Company for a period of two (2) years from the closing of the Second Offering at an exercise price of $0.05 in year 1 and $0.10 in year 2.
In conjunction with the Second Offering, the Company paid an arm�s length finder a finder�s fee of 8% of the proceeds in cash and compensation warrants (�Compensation Warrants�) equal to 8% of the common shares issued. Each Compensation Warrant entitles the holder to purchase one Common Share of the Company for a period of two (2) years from the closing of the Offering at an exercise price of $0.10.
In accordance with the TSX Venture Exchange's (�TSXV�) Bulletin dated April 12, 2013 Re: Private Placements � Extension and Modification of Temporary Relief From Certain Pricing Requirements (the �Temporary Relief Measures�) the Company wishes to advise that it will use of proceeds from the Second Offering as follows:
Printing, Trust Agent, News Releases $ 5,000
Placement Fees $ 2,000
Finder�s Fees payable pursuant to the Offering $ 6,000
Rent/office services and consulting $ 60,000
Legal fees $ 2,000
Total $ 75,000
The Company confirms that no funds raised as part of the Offering will be used to pay any liabilities owed to any related parties of the Company. The Offering was approved by the Company�s board of directors, excluding those directors that that have a direct interest in the Offering.
ABOUT TORCH RIVER RESOURCES
Torch River Resources is a publicly traded junior mining exploration company with a number of mining claims. 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 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 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 (4400 acres) and is located 133 km southwest of Burns Lake and 105 km north of Bella Coola. The Company plans to divest each of these properties through a sale or joint venture, thus allowing it to focus on building a graphite mining company.
FOR FURTHER INFORMATION PLEASE CONTACT:
William E. Pfaffenberger, President
Torch River Resources Ltd. (www.torchriver..ca)
Telephone No. (403) 444-6888
or
ProActive Communications Co.
Local Vancouver: (604)541-1995
Or toll free 1(800)540-1995
�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 the Company�s intention to complete a name change and complete the acquisition of three to four lump graphite properties in Quebec (the �Transactions�), the anticipated closing time of such transactions, the intention of Torch to divest its existing mineral properties (the �Divestures�), the intention of Torch to undertake a broad sampling, mapping and exploration program this summer (the �Work Programs�) and to pursue its strategy.
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 Transactions and Divestures, including regulatory approval, will be met, that the Company will be able to arrange sufficient funding for the Transactions and the Work Programs and that there are no other material obstacles to pursuing the new strategy.
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 future results and could cause the results to differ materially from those expressed in these forward-looking statements including negotiation failure or delay, the impact of general economic conditions in Canada 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.
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.
All of the forward-looking statements made in this press release are qualified by these cautionary statements and by those made in our filings with SEDAR in Canada (available at www.sedar.com).