RAB Special Situations L.P.

Alto Ventures Ltd.

Alto Ventures Ltd.

January 05, 2005 12:11 ET

RAB SPECIAL SITUATIONS L.P./Alto Ventures Ltd.-Announcement


NEWS RELEASE TRANSMITTED BY CCNMatthews

FOR: RAB SPECIAL SITUATIONS L.P.

AND ALTO VENTURES LTD.

JANUARY 5, 2005 - 12:11 ET

RAB SPECIAL SITUATIONS L.P./Alto Ventures
Ltd.-Announcement

LONDON, UNITED KINGDOM--(CCNMatthews - Jan. 5, 2005) -

RAB Special Situations L.P. ("Special Situations") announces that it
subscribed for a total of 4,000,000 units (the "Units") of Alto Ventures
Ltd. (the "Company") at a price of Cdn.$0.18 per Unit. Each Unit
consists of one (1) common share in the share capital of the Company (a
"Share") and one (1) common share purchase warrant (a "Warrant") of the
Company. Each one (1) whole Warrant shall entitle Special Situations to
purchase one (1) common share (a "Warrant Share") at a price of
Cdn.$0.30 per Share for a period of twenty-four (24) months from the
Closing Date. The transaction took place off the market by way of
private placement and closed as of December 30, 2004.

Special Situations has ownership of and control over the securities
purchased in the Private Placement. The purchased securities represent
approximately 17.20% of the issued and outstanding Shares on a partially
diluted basis (assuming exercise of its Warrants) ("Partially Diluted
Basis").

Immediately after the Private Placement, Special Situations owned
4,000,000 Shares and 4,000,000 Warrants representing approximately
17.20% of the issued and outstanding Shares on a Partially Diluted Basis.

Special Situations purchased Units for investment purposes only and not
with the purpose of influencing the control or direction of the Company.
Special Situations together with joint actors, if any, may, subject to
market conditions, make additional investments in or dispositions of
securities of the Company in the future, including additional purchases
of Shares. Special Situations and its joint actors, if any, do not,
however, intend to acquire 20% of any class of the outstanding voting or
equity securities of the Company.

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Contact Information

  • FOR FURTHER INFORMATION PLEASE CONTACT:
    RAB Special Situations L.P.
    Mr. Neil Warrender
    (44) 20-7389-7000
    nw@rabcap.com
    The TSX Venture Exchange has not reviewed and does not accept
    responsibility for the adequacy or accuracy of this release.