Vancouver B.C. November 8, 2011: Alto Ventures Ltd. (ATV: TSX-V) ("Alto") and Foundation Resources Inc. (FDN: TSX-V) ("Foundation") have entered into a binding letter of Intent pursuant to which Foundation will acquire Alto's 40% interest in the Coldstream Gold Project. The Coldstream Project is host to a number of significant gold targets including the East Coldstream deposit which has a NI 43-101 resource estimate of 763,276 ounces gold (30.5 million tonnes at 0.78 g/t gold) in the Inferred and 96,400 ounces gold (3.5 million tonnes at 0.85 g/t gold) in the Indicated categories (see Figure 1). This consolidation in ownership gives Foundation a 100% interest in the property.
In consideration of the acquisition of Alto's 40% interest, Foundation will pay aggregate consideration of $2,500,000 payable through the issuance of 10,000,000 common shares at a price of $0.12 per share and $1,300,000 in cash over a six month period. On the Closing Date, Foundation will pay to Alto $350,000 in cash and issue Alto such number of common shares, up to 10 million shares, as will not result in Alto becoming a control person of Foundation. Within six months of the closing date, Foundation will pay to Alto $950,000 in cash, subject to a potential three month extension period, and issue the balance of any common shares due to Alto. As part of the agreement Alto will vote in support of management for a period of three years and will not tender its shares to any take-over bid not recommended by Foundation's Board of Directors.
About the Coldstream Project
There are currently five (5) known significant gold mineralization areas occurring within the claim boundaries of the Coldstream Property that are currently subject to aggressive exploration and development campaigns by the Company (Figure 1). The exploration targets include: East Coldstream Deposit, Iris Zone, Goldie Zone, Span Lake deposit and the Burchell West prospect. Of these, the East Coldstream Deposit is the most advanced of all other targets for which a NI 43-101 resource estimate of 763,276 ounces gold in the Inferred and 96,400 ounces gold in the Indicated categories has been calculated and reported on September 20, 2011. The 6,410-hectare Property, located along the Trans Canada Highway 115 km west of Thunder Bay in northwestern Ontario, occurs within the western Shebandowan Greenstone Belt (SGB) of the Wawa Subprovince which is host to some of the richest gold mines in Canada (e.g., Hemlo gold camp).
Gold on the Coldstream Property occurs along 16 kilometres of the 25 kilometre long, northeast-southwest trending North Coldstream-Moss Lake deformation zone and its subsidiary structures.
Ike Osmani, M.Sc., P.Geo., the President of Foundation and the Qualified Person for the Coldstream Project and has reviewed and approved the technical content of this news release.
About Alto Ventures Ltd
Alto Ventures Ltd. is an exploration and development company with a portfolio of highly prospective Canadian gold properties. Alto is active in Quebec in the Abitibi greenstone belt on the Destiny gold property and in Ontario, exploring in the Beardmore-Geraldton gold belt.
For more details regarding the Company's projects, please visit our website at www.altoventures.com.
ON BEHALF OF THE BOARD,
Richard J. Mazur, P. Geo.,
CEO
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
For further information contact:
Mike Koziol,
President and Director
ALTO VENTURES LTD.
Unit 8 - 1351D Kelly Lake Rd
Sudbury, ON., P3E 5P5
Tel: 705-522-6372
Fax: 705-522-8856
Email: koziol@altoventures.com
Website: www.altoventures.com
Rick Mazur,
CEO & Director
ALTO VENTURES LTD.
910-475 Howe Street
Vancouver, BC, V6C 2B3
Tel: 604-689-2599
Fax: 604-689-3609
Email: info@altoventures.com
Website: www.altoventures.com
