Alto Ventures Ltd.

Alto Ventures Ltd.

June 27, 2012 08:30 ET

Foundation and Alto Amend Terms of Coldstream Acquisition

VANCOUVER, BRITISH COLUMBIA--(Marketwire - June 27, 2012) - Alto Ventures Ltd. (TSX VENTURE:ATV) ("Alto") is pleased to announce it has entered into an amending agreement with Foundation Resources Inc. ("Foundation") concerning the consolidation of its ownership in the Coldstream property in Ontario (the "Property") (see Press releases dated November 9, 2011 and February 16, 2012). As consideration for Alto's 40% interest in the Property, Foundation was to pay $2,500,000 payable through the issuance of 10,000,000 Foundation common shares at a price of $0.12 per share (all of which shares have been issued) and $1,300,000 in cash over a six month period. Foundation has paid to Alto $350,000 and $950,000 continues to be due to Alto, as secured by a debenture on the Property.

Pursuant to the amending agreement, the remaining $950,000 (the "Balance") will be paid by Foundation through the payment of a minimum of 20% of the aggregate net proceeds of any non-flow through equity financing raising completed by Foundation (including the Foundation financing announced June 22, 2012), provided however that the Balance must be paid in full not later than November 21, 2013 (the "Due Date"). Foundation will pay to Alto, in addition to the Balance, a fee of 5% of the balance of the Balance amount outstanding as at November 21, 2012 (the "First Extension Fee"), of which a deposit of $21,000 will be paid towards the First Extension Fee upon completion of an equity financing announced June 22, 2012, and the balance of such First Extension Fee will be due and payable by Foundation within five Business Days of November 21, 2012.

Foundation retains the right to extend the Due Date to May 21, 2014 (the "Extension Right"). As consideration for the Extension Right, if exercised, Foundation shall pay to Alto 5% of the balance of the Balance amount outstanding as at November 21, 2013.

About Alto Ventures Ltd.

Alto Ventures Ltd. is an exploration and development company with a portfolio of highly prospective Canadian gold properties in Quebec and Ontario. In Manitoba, the Company is focused on the gold 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


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.

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