CALGARY, ALBERTA -- (Marketwired) -- 05/07/13 -- 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.
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