As previously disclosed, Alto had entered into a letter of intent dated April 19, 2004 (the "LOI") with Hidefield Gold plc ("Hidefield"), providing for the acquisition by the Company of certain Canadian mineral properties held by Hidefield (the "Acquisition"). At the time of entering into the LOI, Hidefield held approximately 18% of the shares of the Company and a director of Hidefield, John Prochnau, is also a director of the Company. Kenneth Judge, a director of the Company is also the Chairman of Hidefield and the Chairman of Brazilian Diamonds Limited, a significant shareholder of Hidefield. David Cowan, a director of the Company, is also a director of Brazilian Diamonds Limited. Under the terms of the LOI the Company would issue a total of 10,700,000 common shares of the Company at a deemed price of $0.10 per share to Hidefield in order to acquire the Greenoaks gold property, Ontario, the Dog Lake gold property, Ontario and Hidefield's 50% interest in the Oxford Lake gold property, Manitoba (collectively the "Properties"). The Oxford Lake property is the subject of a 50-50 joint venture with Anglo Pacific Group PLC, a company at arms length to the Company, and in this regard the Company has also entered into a letter of intent with Anglo Pacific Group plc to acquire its 50% interest in the Oxford Lake property for 4,000,000 common shares of the Company having a deemed price of $0.10 per share. Completion of the acquisition of the 50% interest of Anglo Pacific Group PLC in the Oxford Lake property was contingent upon closing the Acquisition. As the Acquisition was deemed a Related Party Transaction, the Exchange required the Company obtain disinterested shareholder approval to the Acquisition. This was sought and obtained at an Extraordinary Meeting of Alto Shareholders held on July 14, 2004.
The Company also received final Exchange acceptance to private placement of 11,118,889 units at $0.18 per unit for total proceeds of $2,001,400. Each unit consists of one common share and one share purchase warrant, with each warrant entitling the holder to purchase one additional common share at a price of $0.30 for a period of two years. The securities issued will be subject to a four month hold period imposed by the policies of the Exchange. The proceeds raised from this financing will be used to fund exploration on the Properties as well as general working capital.
Upon completion of the Acquisition and the private placement outlined above, Hidefield will own and control 15,226,786 common shares of Alto or approximately 35.8% of the issued and outstanding shares of Alto and Anglo Pacific Group plc will own and control 8,190,000 common shares of Alto being approximately 19.27%.
About Alto Ventures Ltd
Alto is a gold exploration and development company with a portfolio of mid to advanced stage exploration properties in the Canadian Shield. The Company is focused on exploration and acquisition of mineral properties in the Abitibi greenstone belt in Ontario and Quebec as well as in historic gold producing districts in the western Superior Province of Ontario and Manitoba.
ON BEHALF OF THE BOARD:
Rick Mazur
President & CEO
The TSX Venture Exchange has neither approved nor disapproved of the contents of this press release.
For further information, contact:
Rick Mazur
President & CEO
Alto Ventures Ltd.
Suite 910-475 Howe Street
Vancouver, B.C. V6C 2B3
Phone: 604-681-2409
Fax: 604-689-3609
Email: info@altoventures.com
Mike Koziol
Vice President, Exploration
Alto Ventures Ltd.
Unit 3 - 1349 Kelly Lake Road
Sudbury, Ontario P3E 5P5
Phone: 705-522-6372
Fax: 705-522-8856
Email: exploration@altoventures.com
