TLR

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


Teslin River Resources Corp. (TSX VENTURE:TLR) ("Teslin" or the "Company") is
pleased to announced that it has entered into an engagement letter with
Kingsdale Capital Markets Inc. in connection with a private placement offering
of up to eight million units (each a "Unit"), at a price of $0.10 cents per
Unit; and up to ten million flow through units (each a "FT Unit") at a price of
$0.12 cents per FT Unit to raise gross proceeds of $2.0 million (the
"Offering"). 


Each Unit shall consist of one common share and one-half of a common share
purchase warrant (each whole warrant, a "Unit Warrant"). Each Unit Warrant will
be exercisable into one non-flow through common share of the Company at a price
of $0.15 per share for a period of 18 months following the closing of the
Offering. 


Each FT Unit shall consist of one common share to be issued on a flow through
basis and one-half of a common share purchase warrant (each whole warrant, a "FT
Unit Warrant"). Each FT Unit Warrant will be exercisable into one non-flow
through common share of the Company at a price of $0.18 per share for a period
of 18 months following the closing of the Offering. 


The Unit Warrants and the FT Unit Warrants (collectively the "Warrants") will be
subject to accelerated exercise provisions whereby in the event that the closing
price of the shares on the TSX Venture Exchange exceeds $0.25 per share for a
period of 20 consecutive trading days, at the Company's election, the 18 month
period within which the Warrants are exercisable will be reduced and the holders
of the Warrants will be entitled to exercise their Warrants for a period of 30
days commencing on the day the Company provides written notice to the holder
advising of the commencement of such election. 


The Agent will receive commissions consisting of cash, representing 7% of the
gross proceeds placed, but not including proceeds received from persons
determined on the Company's president's lists and agent's warrants, representing
7.0% of the Units and FT Units placed and 2.5% of the Units or FT Units placed
to persons on the Company's president's list. The agent's warrants will be
exercisable at a price of $0.18 per share for a period of 18 months following
the closing of the Offering, subject to the accelerated exercise provisions
noted above. 


The proceeds from the sale of the FT Units will be used for exploration for the
Company's exploration and drilling program on the Frasergold project, which is
located within the Quesnel Trough of British Columbia and the proceeds from the
sale of the Units, will be used for general working capital purposes and for
exploration on the Company's Nevada properties. The Offering is subject to
certain conditions including, but not limited to, the receipt of all necessary
approvals including the approval of the TSX Venture Exchange and the securities
regulatory authorities. 


For further information on the Company and its projects please visit our web
site at: www.teslin-river.com.


Forward-Looking Statements

This news release includes certain statements that may be deemed
"forward-looking statements". All statements in this release, other than
statements of historical facts, including, without limitation, statements
potential mineralization, the estimation of mineral resources, the realization
of mineral resource estimates, interpretation of prior exploration and potential
exploration results, the timing and success of exploration activities generally,
the timing and results of future resource estimates, permitting time lines,
metal prices and currency exchange rates, availability of capital, government
regulation of exploration operations, environmental risks, reclamation, title,
and future plans and objectives of the company are forward-looking statements
that involve various risks and uncertainties. Although the Company believes the
expectations expressed in such forward-looking statements are based on
reasonable assumptions, such statements are not guarantees of future performance
and actual results or developments may differ materially from those in the
forward-looking statements. Forward-looking statements are based on a number of
material factors and assumptions. Factors that could cause actual results to
differ materially from those in forward-looking statements include the inherent
risks involved in the exploration and development of mineral properties, the
uncertainties involved in interpreting drill results and other exploration data,
the potential for delays in exploration or development activities, the geology,
grade and continuity of mineral deposits, the possibility that future
exploration, development or mining results will not be consistent with the
Company's expectations, accidents, equipment breakdowns, title matters, labor
disputes or other unanticipated difficulties with or interruptions in production
and operations, fluctuating metal prices, the possibility of project cost
overruns or unanticipated costs and expenses, uncertainties relating to the
availability and costs of financing needed in the future, the inherent
uncertainty of production and cost estimates and the potential for unexpected
costs and expenses, commodity price fluctuations, currency fluctuations,
regulatory restrictions, including environmental regulatory restrictions and
liability, competition, loss of key employees, and other related risks and
uncertainties. The Company undertakes no obligation to update forward-looking
information except as required by applicable law.

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