TCR Saint Jean Carbon, Inc.

Torch River Resources (TSX VENTURE:TCR) ("Torch" or the "Company") ") is pleased
to announce a non-brokered private placement of 2,500,000 units (the "Units") at
a price of $0.03 per Unit for gross proceeds of approximately $75,000 (the
"Offering"). Each Unit will consist of one (1) common share ("Common Share") in
the capital of the Company and one (1) Common Share purchase warrant (a
"Warrant"). Each Warrant will entitle 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 $0.05 in year 1 and $0.10 in year 2. 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.


In conjunction with the Offering, the Company entered into an agreement with a
certain investor to give the investor the right ("Subscription Right"), but not
the obligation, to purchase up to $825,000 in additional units for the next 12
months, at an issue price that is a 20% discount from the 30-calendar-day volume
weighted average price of the stock, 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 Subscription Right
with respect to $75,000 of the Subscription Right expires. Each Subscription
Right is comprised of one (1) common share and one (1) common share purchase
warrant ("Subscription Warrant"). Each Subscription Warrant will entitle the
holder to purchase one common share at an exercise price that is a 20% 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% of
the outstanding common shares.


Paul Ogilvie CEO commented "we are pleased to have the funding in place to help
us fund our day to day operations; it is tough times right now for the junior
mining sector, so we are very pleased that we have been able to complete a
funding and have the support of the investing community"


In conjunction with the Offering, the Company will pay a finder's fee of 8% of
the aggregate gross proceeds arising therefrom, including upon the future
proceeds from the exercise of any Subscription Rights, will be paid to the Euro
Pacific Canada Inc. In addition, the finder will receive such number of
non-transferable warrants (the "Compensation Warrants") equal to 8% of the total
number of common shares issued in connection with the Offering. Each
Compensation Warrant will be exercisable at a price of $0.10 per Common Share
for a period of 24 months from the closing date of the Offering. 


The Offering, including the future issuance of the common shares and
Subscription Warrants underlying the Subscription Rights, is subject to the
final approval of the TSX Venture Exchange. Securities issued will be subject to
a hold period of four months and one day pursuant to applicable securities laws.



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
(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. 


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). 


FOR FURTHER INFORMATION PLEASE CONTACT: 
Torch River Resources Ltd.
William E. Pfaffenberger
President
(403) 444-6888
www.torchriver.ca


ProActive Communications Co.
Local Vancouver: (604)541-1995
Or toll free 1(800)540-1995

Saint Jean Carbon, Inc. (TSXV:TCR)
過去 株価チャート
から 5 2024 まで 6 2024

Saint Jean Carbon, Inc. (TSXV:TCR)
過去 株価チャート
から 6 2023 まで 6 2024