Torch River Closes Private Placement

Marketwired

OAKVILLE, ONTARIO--(Marketwired - Aug. 30, 2013) -

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Torch River Resources Ltd. (TSX VENTURE:TCR)(FRANKFURT:WNF)(TORVF) ("Torch" or the "Corporation") is pleased to announce that it has closed a private placement financing resulting in aggregate gross proceeds of $75,000. The private placement consisted of a $75,000 principal amount 5% convertible unsecured redeemable debenture (the "Debenture"). The Debenture matures on December 31, 2013 but may, at the option of the Corporation, be extended for 20 months thereafter provided that, if extended, an additional amount of $18,750 shall become due and owing at maturity in addition to the principal amount of the Debenture plus accrued interest.

Interest on the Debenture is payable semi-annually and the Debenture may be converted, in whole or in part, at any time prior to maturity or redemption into units at a price of $0.075 per unit for one year from the date of issue of the Debenture and $0.10 per unit thereafter. Each unit will consist of one common share of the Corporation and one common share purchase warrant to acquire one additional common share of the Corporation at an exercise price of $0.10 per share at any time within two years of the date of issue of the Debenture. The Debenture will be subject to a hold period of four months and one day pursuant to applicable securities laws.

A finder's fee in the amount of $6,000 together with finder's warrants exercisable to acquire 80,000 common shares of the Corporation at an exercise price of $0.10 per share within two years of the closing of the private placement was paid to an arm's length third party of the Corporation that raised the gross proceeds.

The Corporation intends to use the proceeds of the private placement as working capital to fund the continued development of the Corporation's business.

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. The Company also intends to move forward with the proposed merger with Plumbago, further details of which can be found in our recent news release dated July 25, 2013. 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").

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 Corporation's intention to use the proceeds of the private placement as working capital to fund the continued development of the Corporation's business, the Corporation's intention to complete the merger with Plumbago, the opportunity for value creation for shareholders, the Divestitures, the ability of the merged company to position itself as a global supplier of graphite 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 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 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.

Contact:
Torch River Resources Ltd.
Laurie McCarney
Director, Corporate Communications
(905) 844-1200 ext: 305
info@torchriver.ca
www.torchriver.ca

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