CALGARY, ALBERTA--(Marketwire - Feb. 14, 2008) - Torch River Resources Ltd. ("Torch") (TSX VENTURE:TCR) (FRANKFURT:WNF) is pleased to announce that it has signed an option agreement (the "Option Agreement") with a private group of vendors to purchase 100% of a property near Revelstoke, British Columbia (the "Mount Copeland Property"), subject to a 2.75% NSR to the vendors. The vendors, each with 25% ownership in the Mount Copeland Property, are William E. Pfaffenberger, J. John Kalmet, Andris A. Kikauka and Multiplex Enterprises Limited who's sole director and officer is Grant B. Anderson, a former consultant of Torch. Dr. Pfaffenberger is the President and a director of Torch. This Option Agreement will be submitted to the TSX Venture Exchange for approval.
Torch had re-entered negotiations on the Mount Copeland Property late last year after having failed in an attempt at an option agreement earlier in 2007. The financial terms of the present Option Agreement are nearly identical to those announced earlier. Further due diligence was done in the summer months of 2007 which satisfied Torch that the Mount Copeland Property was worth a second effort.
Torch struck an independent directors committee (the "Independent Directors Committee"), headed by Donald G. Snyder, Chairman of the Board of Directors, for the purpose of negotiating the Option Agreement.. The Independent Directors Committee negotiated and reviewed the transaction contemplated in the Option Agreement. It is the opinion of the Independent Directors Committee that the acquisition of the Mount Copeland Property will complement Torch's current mineral claim properties and in particular the Red Bird mineral property. The Independent Directors Committee also is of the opinion that the Mount Copeland Property presents a unique opportunity that meets and meshes with the future plans of Torch.
The Mount Copeland Property featured underground production (1970-73) which produced 169,729 tonnes and recovered 2,625,073 pounds of molybdenum (0.7% recovered Mo). When the Mount Copeland Property was in production in 1970 development work indicated 163,340 tonnes of ore at a grade of 1.83% MoS2 (or 1.1 % molybdenum). The ore indicated prior to mining has been essentially extracted. The information above is included for comparison purposes only. The information is derived from the MINFILE Record Summary for MINFILE No. 082M 002 (Mount Copeland), B.C. Ministry of Energy, Mines and Petroleum Resources and the MINFILE Productions Detail Report, B.C. Geological Survey, B.C. Ministry of Energy, Mines and Petroleum Resources, which may be viewed at:
http://minfile.gov.bc.ca/Summary.aspx?minfilno=082M++002
http://minfile.gov.bc.ca/report.aspx?f=PDF&r=Production_Detail.rpt&minfilno=082M++002
It is the opinion of the Independent Directors Committee that this Option Agreement will result in increased site development activity for Torch on its various mineral claim properties.
The consideration to be paid by Torch under the Option Agreement shall be up to $475,000.00 in cash, 1,300,000 shares of Torch and a work program to be carried out by Torch on the Mount Copeland Property at a cost of approximately $500,000.00. The vendors shall also be entitled to a net smelter royalty of 2.75% on all minerals mined.
The consideration to be paid by Torch shall be allocated as follows below:
(a) upon execution of the letter of intent, $15,000.00 as a non-refundable deposit;
(b) At the option of Torch, either:
(i) $25,000 plus 200,000 shares of Torch on or before April 28, 2008; or
(ii) $10,000 on or before April 28, 2008 and $25,000 plus 200,000 shares of Torch on or before June 30, 2008;
(c) April 28, 2009, $25,000.00 plus 200,000 shares of Torch;
(d) April 28, 2010, $200,000.00 plus 900,000 shares of Torch;
(e) April 28, 2011, $200,000.00.
Torch will have the right to terminate the Option Agreement at various stages of the agreement. As a result of this transaction being deemed a "Non-Arms Length" transaction, Torch shall seek regulatory approval of the Option Agreement. Further, all of the consideration shall be divided by the vendors based upon their ownership percentage, with there being no finders' fee payable.
A report with respect to the Mount Copeland Property is being prepared in accordance with National Instrument 43-101 - Standards of Disclosure for Mineral Projects and once completed further details on the Mount Copeland Property will be provided in a subsequent news release.
For all Torch River investor relations needs, investors are asked to visit the Torch River IR Hub at http://www.agoracom.com/IR/Torchriver where they can post questions and receive answers within the same day, or simply review questions and answers posted by other investors. Alternatively, investors are able to e-mail all questions and correspondence to tcr@agoracom.com where they can also request addition to the investor e-mail list to receive all future press releases and updates in real time.
Torch is a company listed and trading on the TSX Venture Exchange, symbol: TCR.
Forward Looking Information This press release may contain forward-looking statements which may include estimates, plans, expectations, opinions, forecasts, projections, guidance or other statements that are not statements of fact, including without limiting the generality of the foregoing, statements made regarding drilling on the Torch's Red Bird property. Although Torch believes that the expectations reflected in such forward-looking statements are reasonable, it cannot give any assurance that such expectations will prove to be correct. Results of Torch including its ability to mobilize and drill on schedule may be affected by a variety of variables and risks associated with the mining industry such as availability of human and capital resources, competition, exploration and development plans and results, anticipated capital expenditures and financing thereof, timing of applications and approvals. As such the future plans and objectives of Torch are forward-looking statements that involve risks and uncertainties and may be based on assumptions that could cause actual results to differ materially from those anticipated or implied in such statements. Torch's forward-looking statements are expressly qualified in their entirety by this cautionary statement. Unless otherwise required by applicable securities laws, Torch does not intend nor does it undertake any obligation to update or review any forward-looking statements to reflect subsequent information , events, results or circumstances or otherwise.
FOR FURTHER INFORMATION PLEASE CONTACT:
Torch River Resources Ltd.
Donald G. Snyder
Chairman of the Board
(403) 444-6888
or
ProActive Communications Co.
Local Vancouver: (604) 541-1995
Or Toll Free: 1-800-540-1995
The TSX Venture Exchange does not accept
responsibility for the adequacy or accuracy of this release.
