Soltoro Ltd.

Soltoro Ltd.

November 07, 2014 08:00 ET

Soltoro Ltd. Completes $600,000 Financing

TORONTO, ONTARIO--(Marketwired - Nov. 7, 2014) - Soltoro Ltd. (TSX VENTURE:SOL) ("Soltoro" or the "Company") is pleased to announce it has closed a non-brokered private placement of an aggregate of 6,000,000 units (the "Units") at a price of $0.10 per Unit for total gross proceeds of $600,000 (the "Offering").

Each Unit consists of one common share in the capital of the Company (a "Common Share") and one common share purchase warrant (a "Warrant"). Each Warrant entitles the holder to purchase one additional Common Share until November 7, 2016 (the "Expiry Date") at an exercise price of $0.15 per Common Share until the Expiry Date.

In connection with the financing, the Company has paid to eligible persons (the "Finders") a cash fee of an aggregate of $26,950 and has issued 269,500 warrants ("Finder Warrants") equal to 7% of the aggregate number of Units placed by the Finders in respect of the Offering. Each Finder Warrant is exercisable to acquire one Unit at a price of $0.10 per Unit until November 7, 2016.

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 Offering are subject to a four month and one day hold period. The Offering is subject to TSX Venture Exchange acceptance of requisite regulatory filings.

Ernesto Echavarria is an insider of the Company by virtue of his holding approximately 16.58% of the Company's issued and outstanding Common Shares. Mr. Echavarria subscribed for an aggregate of 1,850,000 Units in the Offering for gross proceeds to the Company of $185,000. Upon completion of the Offering, Mr. Echavarria now holds an aggregate of 13,376,700 Common Shares representing approximately 17.7% of the issued and outstanding Common Shares. Pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), the purchase of Units by Mr. Echavarria is a "related party transaction". The Company is exempt from the requirements to obtain a formal valuation or minority shareholder approval in connection with the Offering in reliance on sections 5.5(a) and 5.7(a), respectively, of MI 61-101, as neither the fair market value of the securities received by such parties nor the proceeds for such securities received by the Company exceeds 25% of the Company's market capitalization as calculated in accordance with MI 61-101. The material change report is being filed less than 21 days before the closing of the Offering as the Company requires the consideration it will receive in connection with the Offering immediately for working capital purposes.

The Company also announces the grant of 400,000 incentive stock options to its newest director, Glen Masterman, exercisable at $0.10 per share and expiring on November 7, 2019. The options shall vest and become exercisable as to one-half immediately and one-half on May 7, 2015. The granting of the options is subject to regulatory acceptance of applicable filings.

About Soltoro:

Soltoro is engaged in exploration for gold and silver deposits in Mexico. Soltoro holds in excess of 30,000 hectares of ground in Jalisco State. Soltoro is focused on expanding silver resources at the El Rayo silver project while seeking partners to advance the balance of its projects. Soltoro holds a 3% N.S.R. payable on Argentum Silver's Victoria and Coyote properties. Post the current financing, Soltoro has 75,533,037 common shares issued and outstanding and trades on the TSX Venture Exchange under the symbol "SOL".

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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