Soltoro Ltd.
TSX VENTURE : SOL

Soltoro Ltd.

February 12, 2010 19:49 ET

Soltoro Ltd. Completes $2,350,250 Financing

TORONTO, ONTARIO--(Marketwire - Feb. 12, 2010) - Soltoro Ltd. (TSX VENTURE:SOL) today closed a non-brokered private placement of 6,715,000 units ("Units") at $0.35 per Unit for total gross proceeds of $2,350,250, subject to final approval of the TSX Venture Exchange. Directors of Soltoro authorized a $250,250 increase beyond the original $2,100,000 contemplated placement, as the issue was oversubscribed.

Each Unit consists of one common share and one half of one common share purchase warrant. Each whole warrant ("Warrant") will entitle the holder to subscribe for one additional common share (a "Warrant Share") at a price of $0.50 per Warrant Share 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 $0.65, 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.

In connection with the financing, the Company has issued to Axemen Resource Capital Ltd. ("Axemen") 199,200 Units, in lieu of a cash finder's fee, and 199,200 Finder's Warrants. In addition, the Company has paid to Canaccord Financial Inc. ("Canaccord") a cash finder's fee of $71,085 and has issued to Canaccord 203,100 finder's warrants ("Finder's Warrants"). Each Finder's Warrant will be exercisable to acquire one common share for a period of 18 months from the closing at a price of $0.50 per common share. Proceeds from the offering of $28,000 are being held in escrow pending receipt of final documentation. 

Net proceeds of this private placement will be used to further the Company's exploration projects, fund possible new acquisitions and for general working capital. All securities issued pursuant to the private placement are subject to a four month and one day hold period.

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.

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