Torch River Announces Closing of Private Placement

Torch River Resources Ltd. ("Torch" or the "Company") (TSX
VENTURE:TCR)(FRANKFURT:WNF)(PINKSHEETS: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
(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. On May 21, 2013 the Company announced that it has entered into an arm's
length agreement to acquire the past producing Walker lump graphite mine in
Quebec. 


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 the intended use of proceeds from the Offering (the
"Use of Proceeds"), the Company's intention to divest its existing mineral
properties (the "Divestures") and intention to complete the Walker acquisition
(the "Transaction"). 


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 Use of Proceeds and the conditions for
completion of the Divestures and the Transaction, including regulatory approval,
will be met and that the Company will be able to arrange sufficient funding for
the Transaction.


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 and the
liabilities and risks inherent in Torch's operations.


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


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