Torch River Announces Shares for Debt Transaction

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES.


Torch River Resources Ltd. ("Torch" or the "Company") (TSX
VENTURE:TCR)(FRANKFURT:WNF)(PINKSHEETS:TORVF) announces that 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, it has elected to issue
shares to settle an aggregate of $192,500 of debt, which is owing to various
arm's length consultants pursuant to consulting agreements, through the issuance
of 2,750,000 common shares ("Debt Shares") of Torch at a deemed price of $0.07
(the "Transaction"). The Transaction is subject to TSX Venture Exchange
approval.


The 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. 


Upon completion of the Transaction, Torch will have 58,542,611 common shares
issued and outstanding


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. 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 complete the Offering, use the
proceeds of the Offering as working capital to fund the continued development of
the Corporation's business, the Corporation's intention to complete the
Divestitures 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
Transaction, 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 Transaction, 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.


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