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

News Releases

#Wed Jul 15, 2020
Alto Announces Changes in Management and Conversion of Subscription Receipts

 

Vancouver, B.C., July 15, 2020. Alto Ventures Ltd. (ATV: TSX-V) ("Alto" or the "Company"), announces that, in conjunction with the closing of its merger (the "Merger") with Empress Resources Corp. ("Empress") as detailed in its news release of July 7, 2020, the following changes to its director and officers effective July 7, 2020:

  • Mike Koziol, David Cowan, Gary Zak and Michael Steeves have resigned as directors. David Cowan will continue as Corporate Secretary;
  • Mike Koziol has resigned as President of Alto and Richard Mazur has resigned as Chief Executive Officer, but will remain as a director;
  • Mike Bandrowski, David Rhodes, Jeremy Bond and Duncan Gordon have been appointed as directors of Alto in addition to Richard Mazur;
  • Mike Bandrowski has also been appointed as President and Chief Executive Officer of Alto.

"This merger will unlock significant value in Alto as we look to advance our strong portfolio of Canadian gold assets," said Mike Bandrowski, President & CEO of Alto Ventures Ltd. "Alto has dramatically lifted the profile of its board of directors and successfully recapitalized the company with the help of its strong investor base. I look forward to working with the new team at Alto and building value for our shareholders."

The Company also announces that as a result of the closing of the Merger the conditions to the conversion of the Company's previously issued Subscription Receipts were satisfied and the Company issued a total of 22,325,000 units to the holders of the Subscription Receipts. 

Each unit consists of one common share and one share purchase warrant. Each warrant is exercisable for two years at a price of $0.20 expiring May 29, 2022. The warrant term may be accelerated by notice in circumstances where, at any time following September 29, 2020, the closing price of the common shares of Alto on the TSX Venture Exchange is at or above $0.25 for 10 consecutive trading days. In such case the Company may elect, by notice in writing, to shorten the exercise period of the warrants to 30 days from the date of such notice. The securities issued are subject to a hold period expiring September 30, 2020.

The Company paid finder's fees of $91,350 and issued 913,500 finder warrants in connection with the conversion of the Subscription Receipts. Each finder warrant entitles the holder to purchase one common share of Alto at a price of $0.10 for two years expiring July 8, 2022. The finder warrants are subject to a four month hold period expiring November 9, 2020.

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 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.,
Director

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:

Rick Mazur,
Director
ALTO VENTURES LTD.
Suite 615-800 W. Pender Street
Vancouver, BC, V6C 2V6
Tel: 778-772-3100
Fax: 604-689-3609
Email:

 
#Tue Jul 7, 2020
Empress And Alto Announce Closing Of Merger

 July 7, 2020 -- Vancouver, BC -- Empress Resources Corp. ("Empress") (TSXV: EMPX) and Alto Ventures Ltd. ("Alto") (TSXV: ATV) are pleased to announce that their previously announced merger (the "Arrangement") has closed. Effective at the close of business on July 7, 2020 Empress will be delisted from the TSX Venture Exchange as a result of the Arrangement.

Under the Arrangement, Alto acquired all of the issued and outstanding common shares of Empress (each, an "Empress Share") in exchange for approximately one common share of Alto (each, an "Alto Share"), in respect of each Empress Share (a total of 12,214,211 Alto Shares were issued to Empress Shareholders), such that at the effective time of the Arrangement, holders of Empress Shares ("Empress Shareholders") held 52% of the outstanding Alto Share upon completion of the Arrangement.

In addition, Empress Shareholders received approximately 0.08 of a common share of a new precious metals royalty and streaming investment company, Empress Royalty Corp. ("Empress Royalty"), in respect of each Empress Share held (each, a "Spinco Share"). Alto shareholders of record on July 2, 2020 will also receive 0.4 of a Spinco Share by way of a dividend distribution.

Additional information regarding the Arrangement is set out in Empress' management information circular dated May 29, 2020, which is filed under Empress' SEDAR profile at www.sedar.com.

Registered holders of Empress Shares should send their completed and executed letters of transmittal and certificates/DRS advices representing their Empress Shares to the depositary, Computershare Investor Services Inc., in order to receive the Alto Shares and Spinco Shares to which they are entitled under the Arrangement. A copy of the letter of transmittal is available under Empress' profile at www.sedar.com.

Holders of Empress warrants will receive replacement warrants from Alto, adjusted in accordance with the Arrangement and to reflect the consolidation of the Alto Shares on July 2, 2020 (previously announced by Alto on June 29, 2020).

"I would like to thank everybody for their support through the completion of this transaction," states Alexandra Woodyer Sherron, former CEO & President of Empress Resources and current CEO & President of Empress Royalty. "The transaction has provided the Empress Shareholders with two excellent ways to benefit from their initial holdings. Empress Shareholders will have shares in a Canadian gold exploration company though Alto Ventures and as shareholders of Empress Royalty they will have exposure to the exciting precious metals royalty and streaming investment sector."

Richard Mazur, Director of Alto Ventures and Empress Royalty stated, "This merger has created two new companies with dynamic new leadership. I look forward to the opportunities that shareholders of both companies will see in the near future."

Empress Royalty is a private corporation with $250,000 cash, marketable securities at a current fair value of approximately $250,000, and net smelter return royalties on 13 properties with a value of approximately $378,000. Empress Royalty's board of directors will include Alexandra Woodyer Sherron (President and CEO), David Rhodes, Jeremy Bond, Paul Mainwaring, Richard Mazur and Wes Roberts. Empress Royalty intends to pursue opportunities in the royalties business.

Alto Ventures has a 100% interest in the Destiny Gold project located in the prolific Abitibi gold belt, the deposit has an NI43-101 compliant Indicated Resource of approximately 10.8 million tonnes averaging 1.05 g/t gold (364,000 ounces) plus an Inferred Resource of approximately 8.3 million tonnes averaging 0.92 g/t gold (247,000 ounces). Alto also owns the Oxford Lake gold property located in central Manitoba. Historical Resources of 800,000 tonnes at an average grade of 6 g/t gold and containing approximately 154,000 ounces of gold have been reported for the Rusty Deposit. It is open along strike and to depth*. Alto Ventures strong balance sheet and new management team are well positioned to advance their Canadian gold assets and continue building a portfolio of high quality Canadian gold projects.

The technical information in this news release was approved by Richard Mazur P.Geo a director of Alto. Mr. Mazur is a Qualified Person as that term is defined in NI 43-101.

*The Historical Resource was estimated in 1990 and a Qualified Person (QP), as defined in 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.

For further information please refer to Empress' profile and Alto's profile on www.SEDAR.com.

On behalf of Empress Resources Corp.
Per: Alexandra Woodyer Sherron,
CEO and President

On behalf of Alto Ventures Ltd.
Per: Richard Mazur,
Director

For further information contact:
Alexandra Woodyer Sherron
CEO and President
Empress Resources Corp.
[email protected]
Telephone: 604-331-2080

Richard Mazur
Director
Alto Ventures Ltd.
[email protected]
Telephone: 604-689-2599

This news release contains statements about Empress' expectations regarding the Arrangement which are forward-looking in nature and, as a result, are subject to certain risks and uncertainties. Generally, forward-looking statements can be identified by the use of forward-looking terminology such as "expects", "believes", "anticipates", "aims to", "plans to" or "intends to" or variations of such words and phrases or statements that certain actions, events or results "will" occur. Although Empress believes 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 Empress Royalty not being successful in or deciding not to pursue opportunities in the royalties business. 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. Readers should not place undue reliance on forward-looking statements or information.

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 news release.
 
#Mon Jul 6, 2020
Alto Confirms Dividend Distribution

 Vancouver, B.C., July 6, 2020. Alto Ventures Ltd. (ATV: TSX-V) ("Alto" or the "Company"). Further to its news release of June 29, 2020, Alto confirms that the dividend of Empress Royalty shares, to be distributed to shareholders of record on July 2, 2020, is an 'eligible' dividend within the meaning of the Income Tax Act (Canada).

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:
 
#Thu Jul 2, 2020
Alto Announces Closing Of Agreement With Empress Royalty Corp., Results Of Empress Resources Corp. Special Meeting And Shares For Debt

 Vancouver, B.C., July 2, 2020. Alto Ventures Ltd. (ATV: TSX-V) ("Alto" or the "Company"). Further to its earlier news release of March 6, 2020 (the "March 6 Release"), Alto announces that it closed the sale of a collection of royalties and a portfolio of marketable securities, as detailed in Alto's March 31, 2020 financial statements, to Empress Royalty Corp. ("Empress Royalty") in exchange for 4,615,384 shares of Empress Royalty. As set out in Alto's news release of June 29, 2020, the shares of Empress Royalty received by Alto are to be distributed to the shareholders of record of Alto as at the close of business on July 2, 2020 by way of a special dividend.

Alto also announces that it has been advised by Empress Resources Corp. ("Empress") that the resolution approving the arrangement (the "Arrangement) between Alto and Empress, as detailed in the March 6 Release, has received the requisite approval of the shareholders and warrant holders of Empress at Empress' special meeting held on June 30, 2020.

Closing of the Arrangement is scheduled for July 7, 2020 but remains subject to a final Order of the British Columbia Supreme Court and final acceptance of the TSX Venture Exchange.

The Company also announces that it proposes to settle $25,000 due to a director and officer by way of the issuance of an aggregate of 250,000 shares at a deemed price per share of $0.10. The debt settlement 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 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:
 
#Mon Jun 29, 2020
Dividend Record Date

 

Vancouver, B.C., June 29, 2020.  Alto Ventures Ltd. (ATV: TSX-V) ("Alto" or the "Company") announces that, further to its earlier news release announcing the record date for the dividend of shares of Empress Royalty Corp. (the "Dividend"), the Company wishes to confirm that the Dividend is a special dividend in the amount of 0.082 shares of Empress Royalty Corp. per pre-consolidation common share of the Company, or 0.41 shares of Empress Royalty Corp. per common share of the Company following the 5 old for 1 new consolidation of the Company's shares to take effect July 2, 2020.

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:
 

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