ALTO VENTURES LTD. : http://www.altoventures.com/ : QwikReport

News Releases

#Wed May 13, 2020
Alto Increases Subscription Receipts Offering to $2,250,000

 Vancouver, B.C., May 13, 2020. Alto Ventures Ltd. (ATV: TSX-V) ("Alto" or the "Company") announces that, further to its news releases of March 6, 2020 (the "March 6 Release"), March 19, 2020 and April 29, 2020, it has further increased the offering (the "Offering") of subscription receipts from $2,000,000 to $2,250,000 (22,500,000 subscription receipts). The terms and conditions of the subscription receipts are as detailed in the March 6 Release.

Proceeds from the Offering are to be held in escrow by an escrow agent to be appointed by Alto and released to Alto upon the exchange of the subscription receipts for the underlying securities in accordance with their terms. On release of the proceeds to Alto they will be applied to exploration and development of the Company's mineral projects. If the exchange has not occurred by July 31, 2020, the proceeds will be released to the subscribers.

The breakdown of the proceeds of the Offering is as follows: $1,100,000 for drilling of the Company's Destiny Project in Quebec; $500,000 for an archeological study, First Nations community relations and other preliminary work on the Company's Oxford Lake property in Manitoba; $300,000 for the costs of the financing and the merger; $200,000 for general & administrative costs; and $150,000 for unallocated working capital.

The Offering is anticipated to close on or before May 31, 2020 and is open to qualified investors in Canada and outside of North America.

Subscription Agreements are available to qualified subscribers from Jackie Collins ([email protected]; telephone 604 329 0354).

The Offering remains subject to acceptance by the TSX Venture Exchange.

About Alto Ventures Ltd

Alto Ventures Ltd. is an exploration and development company with a portfolio of highly prospective Canadian gold properties. The Company is active in the Abitibi greenstone belt in Quebec on the Destiny gold property and also has projects in the Beardmore-Geraldton gold belt in Ontario and the Oxford Lake project in Manitoba.

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 7 -- 1351C Kelly Lake Rd
Sudbury, ON., P3E 5P5
Tel: 705-522-6372
Fax: 705-522-8856
Email: [email protected]

Rick Mazur,
CEO and Director
ALTO VENTURES LTD.
Suite 615-800 W. Pender Street
Vancouver, BC, V6C 2V6
Tel: 604-689-2599
Fax: 604-689-3609
Email: [email protected]
 
#Wed Apr 29, 2020
Alto Increases Subscription Receipts Offering to $2,000,000

 

THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Vancouver, B.C., April 29, 2020.  Alto Ventures Ltd. (ATV: TSX-V) ("Alto" or the "Company") announces that, further to its news releases of March 6, 2020 (the "March 6 Release") and March 19, 2020, it has increased the offering (the "Offering") of subscription receipts from $1,000,000 to $2,000,000 (20,000,000 subscription receipts). The terms and conditions of the subscription receipts are as detailed in the March 6 Release.

Proceeds from the Offering are to be held in escrow by an escrow agent to be appointed by Alto and released to Alto upon the exchange of the subscription receipts for the underlying securities in accordance with their terms.  On release of the proceeds to Alto they will be applied to exploration and development of the Company's mineral projects. If the exchange has not occurred by July 31, 2020, the proceeds will be released to the subscribers.

The Offering is anticipated to close on or about May 7, 2020 and is open to qualified investors in Canada and outside of North America. 

Subscription Agreements are available to qualified subscribers from Jackie Collins (; telephone 604 329 0354).

The Offering remains subject to acceptance by the TSX Venture Exchange.

About Alto Ventures Ltd

Alto Ventures Ltd. is an exploration and development company with a portfolio of highly prospective Canadian gold properties. The Company is active in the Abitibi greenstone belt in Quebec on the Destiny gold property and also has projects in the Beardmore-Geraldton gold belt in Ontario and the Oxford Lake project in Manitoba.

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 7 -- 1351C Kelly Lake Rd
Sudbury, ON., P3E 5P5
Tel: 705-522-6372
Fax: 705-522-8856
Email:

Rick Mazur,
CEO and Director
ALTO VENTURES LTD.
Suite 615-800 W. Pender Street
Vancouver, BC, V6C 2V6
Tel: 604-689-2599
Fax: 604-689-3609
Email:

File: http://www.altoventures.com/i/pdf/2020-04-29-NR-ATV.pdf
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#Fri Mar 20, 2020
Spinout Dividend

 THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Vancouver, B.C., March 20, 2020.  Alto Ventures Ltd. (ATV: TSX-V) ("Alto" or the "Company") announces that, further to its news release of March 19, 2020 (the "March 6 Release"), the Company has been advised by the TSX Venture Exchange (the "Exchange") that it will not allow a record date to be set for a dividend when the payment of the dividend remains dependent upon certain conditions.

Thus, as the dividend of shares of Empress Royalty Corp. proposed by Alto (the "Dividend") remains subject to conditions, including completion of the merger of Alto and Empress Resources Corp., the record date for determining shareholders entitled to receive the Dividend will not be March 27, 2020. Instead the record date will be set in accordance with Exchange policies once the conditions to paying the dividend have been satisfied.

About Alto Ventures Ltd

Alto Ventures Ltd. is an exploration and development company with a portfolio of highly prospective Canadian gold properties. The Company is active in the Abitibi greenstone belt in Quebec on the Destiny gold property and is exploring in the Beardmore-Geraldton gold belt in Ontario. In Manitoba, the Company is focused on the gold and base metals potential of the highly prospective but relatively under-explored Oxford Lake property.

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 7 -- 1351C Kelly Lake Rd
Sudbury, ON., P3E 5P5
Tel: 705-522-6372
Fax: 705-522-8856
Email:

Rick Mazur,
CEO and Director
ALTO VENTURES LTD.
Suite 615-800 W. Pender Street
Vancouver, BC, V6C 2V6
Tel: 604-689-2599
Fax: 604-689-3609
Email:

File: http://www.altoventures.com/i/pdf/2020-03-20-NR-ATV.pdf
 144 KB, approx. 28 seconds at 56.6Kbps
 
#Thu Mar 19, 2020
Alto Undertakes Subscription Receipts Offering And Declares Spinout Dividend

 

THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Vancouver, B.C., March 19, 2020.  Alto Ventures Ltd. (ATV: TSX-V) ("Alto" or the "Company") announces that, further to its news release of March 6, 2020 (the "March 6 Release"), it confirms that it is undertaking an offering of 10,000,000 subscription receipts (the "Subscription Receipts") at $0.10 per Subscription Receipt so as to raise $1,000,000 (the "Offering").  Each Subscription Receipt will be exchangeable, without further consideration, for one post-consolidation common share (a "Share") and one share purchase warrant (a "Warrant") (together the "Underlying Securities").  Each Warrant is exercisable for one common share of Alto at a price of $0.20 for a term of two years, provided that the warrant term may be accelerated by notice in circumstances where, at any time following 4 months from the date of issuance of the Subscription Receipts, the Shares of Alto close at or above $0.25 for 10 consecutive trading days. In such case Alto may elect, by notice in writing, to shorten the exercise period of the Warrants to 30 days from the date of such notice.

The Subscription Receipts are exchangeable for the Underlying Securities upon the later of the closing of the merger (the "Merger") with Empress Resources Corp. ("Empress") (as detailed in the March 6 Release) or the completion of a 5 old for 1 new consolidation (the "Consolidation") of the outstanding shares of Alto, contemplated to be effected concurrent with the Merger.  The Shares issuable on exchange of the Subscription Receipts and the Shares issuable upon exercise of the Warrants will be issued on a post-Consolidation basis.

Proceeds from the Offering are to be held in escrow by an escrow agent to be appointed by Alto and released to Alto upon the exchange of the Subscription Receipts for the Underlying Securities.  If the exchange has not occurred by June 30, 2020, the proceeds will be released to the subscribers.

The Offering is anticipated to close on or about March 31, 2020 and is open to qualified investors in Canada and outside of North America.  Qualified existing shareholders of Alto are particularly encouraged to participate.

Subscription Agreements are available to qualified subscribers from Jackie Collins (; telephone 604 638 3946).

The Offering remains subject to acceptance by the TSX Venture Exchange.

Further, as detailed in the March 6 Release, in connection with the Merger, Alto is to transfer certain royalties and marketable securities to Empress Royalty Corp. ("Empress Royalty"), a newly formed company wholly-owned by Empress, for 4,615,384 shares of Empress Royalty having a deemed price of $0.05 per share, representing 48% of the issued shares of Empress Royalty prior to the acquisition of any further assets by Empress Royalty.  It is intended that the Empress Royalty shares will be dividended out to the shareholders of Alto at a rate of 0.08 share of Empress Royalty per share of Alto (based on the current issued and outstanding shares of Alto being 56,373,295).

The Company has set a record date of March 27, 2020 for determining the shareholders of Alto entitled to participate in the dividend.

Any distribution of the Empress Royalty shares will be subject to, and concurrent with, the completion of the Merger which in turn remains subject to the acceptance of the TSX Venture Exchange and approval of the shareholders of Empress.

Empress Royalty is a private company and its shares are subject to resale restrictions until such time as Empress Royalty becomes a reporting issuer under Canadian Securities laws and there are no assurances it will become reporting.

The Company also announces that, in connection with the Merger and conditional thereupon, it has settled the $50,000 outstanding indebtedness of the Company owing to Mike Koziol, the President of Alto by payment of $25,000 in cash and $25,000 in post-Consolidation shares of the Company at a deemed price of $0.10 per post-Consolidation share, subject to acceptance by the TSX Venture Exchange.  Mr. Koziol will resign as President of Alto effective upon closing of the Merger but has agreed to consult to the Company as needed.

About Alto Ventures Ltd

Alto Ventures Ltd. is an exploration and development company with a portfolio of highly prospective Canadian gold properties. The Company is active in the Abitibi greenstone belt in Quebec on the Destiny gold property and is exploring in the Beardmore-Geraldton gold belt in Ontario. In Manitoba, the Company is focused on the gold and base metals potential of the highly prospective but relatively under-explored Oxford Lake property.

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 7 -- 1351C Kelly Lake Rd
Sudbury, ON., P3E 5P5
Tel: 705-522-6372
Fax: 705-522-8856
Email:

Rick Mazur,
CEO and Director
ALTO VENTURES LTD.
Suite 615-800 W. Pender Street
Vancouver, BC, V6C 2V6
Tel: 604-689-2599
Fax: 604-689-3609
Email:

File: http://www.altoventures.com/i/pdf/2020-03-19_NR_ATV.pdf
 154 KB, approx. 30 seconds at 56.6Kbps
 
#Fri Mar 6, 2020
Empress Resources and Alto Ventures Announce Definitive Agreement

 

March 6, 2020 - Vancouver, BC -Empress Resources Corp. ("Empress") (TSX-V: EMPX) and Alto Ventures Ltd ("Alto") (TSXV: ATV) are pleased to announce they have executed a definitive agreement for a business combination which is to be effected pursuant to an arrangement under the Business Corporation Act (British Columbia) (the "Transaction").  Pursuant to the Transaction:

  • Empress will be acquired by Alto, and former Empress shareholders will hold 52% of the issued and outstanding shares of the combined entity ("New Alto").  
  • Shares of Empress Royalty Corp., a wholly owned subsidiary of Empress, ("Empress Royalty") will be distributed to shareholders of Alto and Empress.  Former Empress shareholders will hold 52% of the outstanding common shares of Empress Royalty, and shareholders of Alto will hold 48% of such shares on completion of the Transaction.  
  • As a result of the Transaction, New Alto will acquire $1.25 million of the approximate $1.5 million in cash currently held by Empress.  Empress Royalty will receive $250,000 in cash from Empress and will receive from Alto 13 royalties and a portfolio of marketable securities with an approximate value of $250,000.
  • Following completion of the Transaction, Empress Royalty will carry on business as a royalty company, and New Alto will continue as an exploration company exploring the properties presently held by Alto.
  • It is intended that New Alto and Empress Royalty will each undertake a concurrent financing to provide them with funds to finance their respective operations and, in the case of New Empress, to fund potential future royalty acquisitions.
  • The New Alto financing will be a unit offering at a price of $0.10 per unit (after giving effect to a 5:1 share consolidation which New Alto intends to undertake in conjunction with the Transaction), with each unit consisting of one common share and one full warrant exercisable for one common share at a price of $0.20 for a term of two years.  Use of proceeds will be for exploration of New Alto's mineral exploration properties.  The terms of the Empress Royalty financing have not yet been determined.
  • Pursuant to the Transaction, Empress may acquire royalties or interests in royalties prior to the completion of the Transaction and may fund such acquisitions from the cash which it presently holds.  Should this happen, Empress must undertake a financing to replace the cash which it expends on such acquisitions prior to the completion of the Transaction.  Any royalties acquired by Empress prior to closing of the Transaction will be transferred to Empress Royalty in exchange for the issuance to Empress of that number of Empress Royalty shares equal to the cost of acquiring such royalties divided by $0.05, and these Empress Royalty shares will be distributed on a pro rata basis to the former Empress shareholders.  In the event such financing occurs, the exchange ratio of Empress shares for Alto shares will be adjusted so former Empress shareholders will still hold 52% of New Alto on completion of the Transaction.
  • On completion of the Transaction:
    • New Alto's Board of Directors will consist of Rick Mazur, Mike Bandrowski and three nominees of Empress.  New Alto's CEO will be Mike Bandrowski and Mike Koziol will remain on the Advisory Board.  
    • Empress Royalty's Board of Directors will consist of six members, four of whom will be nominees of Empress, plus Rick Mazur and an additional nominee of Alto.  Empress Royalty's CEO will be Alexandra Woodyer Sherron.  
  • A finder's fee is payable by Alto to Mike Bandrowski of $37,500 cash and $37,500 in New Alto shares at a deemed price of 10 cents‎, subject to acceptance of the TSXV Exchange. 
  • The Transaction is subject to the approval of the TSX Venture Exchange and requires approval by the securityholders of Empress.  

About New Alto

New Alto will retain and continue to explore its existing properties.

The Destiny project in Quebec hosts the DAC Gold Deposit, one of several mineralized zones along a six kilometre segment of the Despinassy shear which splays from the regionally extensive Chicobi Fault in the Abitibi subprovince.  The DAC Deposit has Indicated Mineral Resources of 10.8 million tonnes at an average grade of 1.05 g/t gold and Inferred Mineral Resources of approximately 8.3 million tonnes at an average grade of 0.92 g/t gold using a 0.5 g/t gold cut-off grade.  The estimated contained ounces in the Indicated category are 364,000 plus 247,000 ounces in the Inferred classification*.  The gold mineralization is open to depth and along strike.

Alto has completed compilation of all drill, geophysical and geochemical data available for the project to determine if there are targets on the Destiny property that when drilled could significantly increase the gold resources on the project.  In addition to the Gap and Darla zones along strike of the DAC deposit, the compilation work has identified three target areas for follow up drilling to the east and west along the Despinassy shear and to the south along an interpreted fold repetition of the favourable mineralized zone.  In addition to gold, the Destiny property has high potential for VMS type deposits.  Grades up to 5.79% copper, 3.42% zinc, 1.21 g/t gold and 117.0 g/t silver were intersected over 0.7 m core length at the DAC Deposit.

The Oxford Lake property is being explored for iron formation hosted gold mineralization.  The Rusty Gold Deposit is hosted by iron formation and has a Historical Resource of 800,000 tonnes averaging 6 g/t gold and containing approximately 154,000 ounces of gold**.  In 2012 the Company drilled hole RUS12-03 in the Blue Jay area, another iron-formation gold target approximately two kilometres on trend and to the east of the Rusty Deposit.  RUS12-03 intersected two zones of high-grade gold mineralization: Zone One - 2.7 m averaging 6.7 g/t gold including 22.5 g/t gold over 0.5 m and Zone Two - 6.8 m averaging 5.7 g/t gold including 11.7 g/t gold over 1.6 m and 16.5 g/t gold over 1.0 m. Gold mineralization at both the Rusty Gold Deposit and the Blue Jay Zone is open along strike and to depth. 

*The Resource Estimates were calculated consistent with guidelines set out in National Instrument 43-101 and filed on Sedar on March 7, 2011.  Mineral Resources are not Mineral Reserves and by definition do not demonstrate economic viability.

**The Historical Resource was estimated in 1990 and a Qualified Person (QP), as defined by National Instrument 43-101 ("NI 43-101"), has not done sufficient work to classify this historical estimate as current mineral resources.  Alto is not treating the historical estimate as current mineral resources, as defined by NI 43-101, and thus the historical estimate should not be relied upon.

About Empress Royalty

On closing of the Transaction, Empress Royalty will be an investment company focused on the royalties and streaming business.  The initial royalties acquired from Alto pursuant to the Transaction will be the first step for Empress Royalty in building this business, providing Empress Royalty with a portfolio of 13 precious metal royalties on properties in Manitoba, Quebec and Ontario.  Empress Royalty will seek to acquire additional royalties and streams on projects that are either cash producing or will be cash producing within a year. 

Alto's President, Mike Koziol, P. Geo. is a qualified person under the provisions of NI 43-101 and approves the technical data and conclusions in this news release.
 

On behalf of Empress Resources Corp.

Per: Alexandra Woodyer Sherron

CEO and President
 

On behalf of Alto Ventures Ltd

Per: Richard Mazur

CEO
 

For further information contact:

Rick Mazur, P. Geo.
Chief Executive Officer
Alto Ventures Ltd

Telephone: 778 772 3100

Alexandra Woodyer Sherron
President and CEO
Empress Resources Corp

Telephone: 604 331 2080

This news release contains statements about Empress' and Altos' expectations regarding the Transaction which are forward-looking in nature and, as a result, are subject to certain risks and uncertainties.  Although Empress and Alto believe that the expectations reflected in these forward-looking statements are reasonable, undue reliance should not be placed on them as actual results may differ materially from the forward-looking statements.  Factors that could cause the actual results to differ materially from those in forward-looking statements include the Transaction not being approved by the shareholders of Empress or by the TSX Venture Exchange.  The forward-looking statements contained in this news release are made as of the date hereof, and Empress undertakes no obligation to update publicly or revise any forward-looking statements or information, except as required by law.

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 accuracy or adequacy of this release.


View News Release in PDF Format:
File: http://www.altoventures.com/i/pdf/2020-03-06-atv-nr-3g82wr.pdf
 340 KB, approx. 1 minute, 4 seconds at 56.6Kbps
 

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