| ||Wed Feb 15, 2006|
Alto Announces Closing of Final Tranche of Private Placement
| ||Vancouver, B.C., February 15, 2006. Alto Ventures Ltd. (ATV: TSX-V) is pleased to announce that it has closed the second and final tranche of its non-brokered private placement previously announced on January 10, 2006 and amended on January 17, 2006. The placement was over subscribed and the Company has raised a total of $1,109,000 through the issuance of 11,090,000 units. The units were sold at a price of 10 cents per unit and comprise one common share and one common share purchase warrant. Each warrant will entitle the holder to purchase an additional common share at a price of 15 cents in the first year and 20 cents in the second year.|
The terms and conditions of the warrants will also contain an accelerated exercise provision that, if the company's shares trade on a weighted average trading price of 30 cents for 20 consecutive trading days, warrantholders will be given notice that they have 30 days to exercise or their warrants will expire.
Finders' fees will be paid on this portion of the financing in the amount of $23,450.00 and 234,500 warrants will be issued with the same terms as those issued to subscribers. All securities issued pursuant to the private placement are subject to a four month hold period. A total of 3.4 million units were acquired by certain insiders of the Company. This financing is subject to regulatory approval.
Proceeds from this financing will be used for the current drill program being conducted on the Company's Despinassy gold project in Quebec and at the Company's Coldstream gold project in Ontario.
About Alto Ventures Ltd.
Alto Ventures Ltd. is a gold exploration and development company with a portfolio of nine properties in the Canadian Shield. The Company is focused on projects located within the Abitibi Greenstone Belt in Ontario and Quebec as well as in historic gold producing districts. Alto's strength is firmly founded upon the broad capabilities of its management team, which is highly accomplished in the realms of property acquisition, project financing, exploration and mine development. For further information visit our website at www.altoventures.com
ON BEHALF OF THE BOARD
Richard Mazur, P.Geo.
President & CEO
The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.
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