Soho Resources Corp.
TSX VENTURE : SOH

Soho Resources Corp.

February 01, 2011 14:45 ET

Soho Resources Corp. Closes Non-Brokered Private Placement and Grant of Stock Options

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Feb. 1, 2011) - Soho Resources Corp. (TSX VENTURE:SOH) ("Soho" or the "Company") has closed its non-brokered private placement for gross proceeds of $3,058,000 (the "Private Placement") by issuance of 30,580,000 units (each a "Unit") of the Company, at a price of $0.10 per Unit. Each Unit consists of one common share (a "Share") of the Company and one half of one share purchase warrant (each whole warrant a "Warrant"). Each Warrant is exercisable into one additional Share for a period of one year, until January 24, 2012, at a price of $0.15 per Share.

The Company has paid cash finder's fees in the aggregate amount of $50,000. The Company also issued an aggregate of 459,500 finder's units (the "Finder's Units") to certain finders.

All securities issued under the Private Placement are subject to hold periods expiring May 25, 2011.

The Company will use the proceeds of the Private Placement as follows:

  • $500,000 to pay out all of its outstanding debentures. The Company is pleased to advise that the debenture holders reinvested the full $500,000 into the Private Placement. The debentures have now been cancelled.
  • Approximately $1.5 million will be used to commence collection of data to advance the Tahuehueto Project into prefeasibility studies. Work will consist of one or more of the following initiatives:
  • geotechnical slope stability investigations at the Cinco de Mayo zone in order to prove stability of the cliff face above the zone so that the zone may be brought into the open-pit mining plan;
  • core drilling within the resource zones as required in order to increase confidence of the inferred resource into measured and indicated resources as required for pre-feasibility and feasibility studies; and
  • collection of environmental data necessary for pre-feasibility and feasibility studies for future mine planning.
  • Approximately $400,000 will be used to fund a preliminary exploration program on the Jocuixtita Silver Project, as follows:
  • initial exploration work of geological mapping, trenching, surface and underground sampling;
  • a diamond drilling program in order to test two of the principal mineralized zone(s) on the Project, strongly mineralized in silver, lead and zinc.
  • The balance will be used for general and administrative corporate purposes including a marketing program within North America and Europe, and ongoing working capital.

The Company also announces it has granted an aggregate of 4,800,000 incentive stock options to officers and directors of the Company to purchase up to a total of 4,800,000 common shares in the capital of the Company at a price of $0.10 per common share. The options expire on February 1, 2016.

The options have been granted under the Company's existing stock option plan and are subject to the provisions contained in the Company's stock option plan. The Company has a 10% rolling stock option plan, in accordance with the policies of the TSX Venture Exchange, which plan reserves a maximum of 10% of the issued and outstanding shares of the Company at the time of the stock option grant. Approximately 60% of the Company's available stock options under the Plan are currently issued with the other 40% reserved for future issuance at the discretion of the board.

ON BEHALF OF THE BOARD OF DIRECTORS

Ralph Shearing, Chief Executive Officer

WARNING: The Company relies upon litigation protection for "forward-looking" statements. This News Release may contain forward-looking statements including but not limited to comments regarding the timing and content of up-coming work programs, geological interpretations, receipt of property titles, potential mineral recovery processes, etc. Forward-looking statements address future events and conditions and therefore involve inherent risks and uncertainties. Actual results may differ materially from those currently anticipated in such statements. Soho Resources Corp. relies upon litigation protection for forward-looking statements.

Shares Issued185,053,193

Last Close $0.12 – January 31, 2011

"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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