Soltoro Ltd.

Soltoro Ltd.

June 05, 2009 16:49 ET

Soltoro Ltd. Announces $750,000 Financing

TORONTO, ONTARIO--(Marketwire - June 5, 2009) -


Soltoro Ltd. (TSX VENTURE:SOL) (the "Company") is pleased to announce a brokered private placement with Canaccord Capital Corporation ("Canaccord" or the "Agent") of 3,750,000 Units (the "Units") priced at $0.20 per Unit. Each Unit will consist of one common share and one-half of one common share purchase warrant. Each whole warrant (a "Warrant") will entitle the holder to subscribe for one additional common share (a "Warrant Share") at a price of $0.30 for a period of 18 months from the date of closing. In the event that after four months and one day after the closing, the volume weighted average trading price of the Company's common shares on the TSX Venture Exchange (or such other stock exchange on which the Company's shares are listed and where a majority of the trading volume occurs), for a period of 20 consecutive trading days exceeds $0.50, the Company may, within five days after such an event, provide notice to the warrant holders of early expiry and thereafter, the Warrants will expire on the date which is 30 days after the date of the notice to the warrant holders.

The Company has granted the Agent an option to purchase additional Units to raise additional gross proceeds of up to CDN$500,000 (2,500,000 Units), exercisable 48 hours prior to closing.

As consideration for acting as Agent, Canaccord will be paid an 8% commission payable in cash or shares (in any combination at the election of the Agent) and Agent's warrants ("Agent's Warrants") equal to 10% of the total proceeds raised in the Offering. Each Agent's Warrant will be exercisable to acquire one common share for a period of 18 months from the closing at the issue price. In addition, the Agent will receive a corporate finance fee paid in Units.

The use of proceeds raised from this issue will be used to fund continued exploration at the Company's assets and for general working capital purposes.

Completion of the placement is subject to the approval of the TSX Venture Exchange.

Soltoro is a junior exploration company active in Mexico. The Company is exploring for bulk tonnage gold, silver and copper deposits in Mexico. The Company has a significant joint-venture partner working on its Quila project and in 2008 conducted a resource definition drill program on its El Rayo silver-gold-lead project. Soltoro has 20,215,000 shares outstanding and trades on the TSX Venture Exchange under the symbol SOL.

This communication to shareholders and the public contains certain forward-looking statements. Actual results may differ materially from those indicated by such statements. All statements, other than statements of historical fact, included herein, including, without limitations statements regarding future production, are forward-looking statements that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements.

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.

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