TORCH RIVER
RESOURCES LTD.
FEBRUARY 14, 2008
THE
MOUNT COPELAND PROPERTY
Torch River Resources Ltd (?Torch?) (TSX-V:
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 FURTHER INFORMATION PLEASE
CONTACT:
Donald G. Snyder, Chairman of the Board
Torch River Resources Ltd.
Telephone No. (403) 444-6888
or
ProActive Communications Co.
Local Vancouver: (604) 541-1995
Or toll free
(800) 540-1995
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.
THE TSX VENTURE EXCHANGE DOES NOT ACCEPT
RESPONSIBILITY
FOR
THE ADEQUACY OR ACCURACY OF THIS RELEASE