TORCH RIVER RESOURCES
FOR IMMEDIATE RELEASE
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.
Torch River Announces Advisory Agreement and Shares for Debt transaction
July 16, 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 effective April 30, 2013 it entered into an Advisory Agreement with Euro Pacific Canada Inc. (�Euro Pacific�) to act as Torch�s financial advisor. Euro Pacific�s key role under the Advisory Agreement has been to assist Torch�s management in addressing key financial planning and strategic development issues faced by the Company. Euro Pacific has advised the Company on its business plans;capital structure; access to capital; potential acquisitions; and other related corporate strategies designed to maximize shareholder value.
Pursuant to the Advisory Agreement, a total fee of $50,000 comprised of $25,000 in cash and, at the option of the Company, $25,000 in common shares of the Company (the �Services Shares�), is payable to Euro Pacific by Torch. The Company intends issue 476,190 Services Shares at the issue price of $0.0525 per Service Share for an aggregate value of approximately $25,000 in partial satisfaction of the total fee.
In light of the Company�s current working capital position and in order to preserve its cash to fund development of the Company�s ongoing projects, Torch and Euro Pacific have also agreed to settle approximately $15,000 of the cash balance owing to Euro Pacific by the issuance of 285,714 common shares of the Company (the �Debt Shares�) at an issue price of $0.0525 per Debt Share.
Issuance of the Services Shares and the Debt Shares is subject to receipt of regulatory approval, including acceptance by the TSX Venture Exchange (�TSXV�). The Service Shares and Debt Shares, if issued, will be issued in reliance on certain prospectus and registration exemptions available under applicable securities legislation and will be subject to a hold period of four months and one day in accordance with applicable securities legislation and TSXV requirements.
ABOUT TORCH RIVER RESOURCES
Torch River Resources is a publicly traded junior mining exploration company with a number of mining claims. The Walker graphite property operated as a mine from 1890 through to 1920 and is located in an area known as the Grenville belt. It is approximately 30 km north-east of Ottawa between Montreal and Ottawa and has the potential for high quality graphite deposits that have been actively examined and reported on for many years in this area. The Company�s 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 Elden 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 (4,400 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:
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 Such forward-looking statements include those with respect to the Company�s intention to complete the Walker acquisition (the �Transaction�), the Company�s intention to divest its existing mineral properties (the �Divestures�), the anticipated closing time of such transactions, 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 Transaction 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 forwardlooking 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).