Torch River Resources Ltd.

Torch River Resources Ltd.

April 23, 2007 09:30 ET

Torch River Resources Ltd. Reports on Mount Copeland Transaction

CALGARY, ALBERTA--(CCNMatthews - April 23, 2007) - Further to its News Release of April 18, 2007, Torch River Resources Ltd. (TSX VENTURE:TCR) ("Torch") is pleased to announce further details with regard to the Mount Copeland property, a past high grade producing molybdenum property near Revelstoke, British Columbia (the "Mount Copeland Property"), on which Torch has signed a conditional Letter of Intent ("LOI") to enter into an option agreement to purchase 100% of the Mount Copeland Property subject to a 2.75% NSR to the vendors (the "Option Agreement"). 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 (the "Co-owners"). Dr. Pfaffenberger is the President and a director of Torch.

The LOI was negotiated on Torch's behalf by Donald G. Snyder, Chairman of the Board of Directors, part of a committee of independent Torch directors struck for such purpose (the "Independent Directors Committee"). The Independent Directors Committee negotiated and reviewed the proposed transaction. It is the opinion of the Independent Directors Committee that this transaction and 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.

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, which may lead to more detailed work programs, as set out below.

The consideration to be paid by Torch under the Option Agreement shall be $465,000.00 in cash, 1.6 million shares of Torch and a work program to be carried out by Torch on the Mount Copeland Property at a cost of approximately $600,000.00. The Co-owners shall also be entitled to a net smelter royalty of 2.75% on all minerals mined.

1. The consideration (the "Consideration") to be paid by Torch shall be allocated as follows, subject to section 2(c) below:

(a) upon execution of the letter of intent, $15,000.00 as a non-refundable deposit;

(b) upon receipt of all necessary regulatory and shareholder approvals, 300,000 shares of Torch;

(c) January 11, 2008, $25,000.00 plus 200,000 shares of Torch;

(d) January 11, 2009, $25,000.00 plus 200,000 shares of Torch;

(e) January 11, 2010, $200,000.00 plus 900,000 shares of Torch; and

(f) January 11, 2011, $200,000.00.

2. The work program to be carried out by Torch on the Mount Copeland Property shall consist of two phases;

(a) Phase 1 - to be completed in 2007 - preliminary geological mapping, IP, magnetometer geophysics and litho-geochemical sampling at a cost of approximately $100,000.00; and

(b) Phase 2 - to be completed prior to December 31, 2009 - diamond drilling, further geological mapping, hand trenching and rock chip sampling at a cost of approximately $500,000.00.

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 shareholder and regulatory approval of the Option Agreement. Further, all of the Consideration shall be divided by the Co-owners's based upon their ownership percentage, with there being no finders' fee payable.

The Mount Copeland Property featured underground production during the period 1970 to 1973 which produced 169,729 tonnes and recovered 2,625,046 pounds of molybdenum (0.70% recovered Mo). When the Mount Copeland Property went into 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. This historic information is provided for comparison purposes only.

A report by Andris A. Kikauka, P.Geo, dated July 14, 2005 included results of rock chip sampling on the Mount Copeland Property taken by him in 2005. Five samples were taken on showings ranging from 50 meters to 200 meters apart along the strike of the Glacial Zone. The results of four of them were reported as follows:

%Mo Width
AR-5 0.302 2.5 meters
AR-6 1.917 2.6 meters
AR-7 2.699 0.4 meters
AR-8 0.123 1.0 meters

The above information is based on historical estimates and the sampling results are not currently contained within a NI 43-101 compliant report and therefore should not be relied upon.

Andris A. Kikauka is a Qualified Person under NI 43-1021 and has reviewed and approved the technical data in this press release.

Torch is currently developing plans to explore the Mount Copeland Property for possible further occurrences of high grade mineralization with the goal of establishing an updated resource estimate that is NI 43-101 compliant and if found economical, placing Mount Copeland Property into production.

Torch invites you to visit its web-site at to view information on the Mount Copeland and Red Bird molybdenum properties.

Torch is a company listed and trading on the TSX Venture Exchange, symbol: TCR.

For all Torch River investor relations needs, investors are asked to visit the Torch River IR Hub at 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 where they can also request addition to the investor e-mail list to receive all future press releases and updates in real time.

The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.

Contact Information

  • Torch River Resources Ltd.
    Donald G. Snyder
    Chairman of the Board
    (403) 444-6888
    ProActive Communications Co.
    (604) 541-1995 or Toll Free 1-800-540-1995