OTTAWA, April 26 /CNW Telbec/ - Blue Fyre One Inc., (TSXV: BLU.P) (the
"Blue Fyre"), an Ottawa-based Capital Pool Company, announced today that its
proposed acquisition target, Soltoro Ltd., an Ontario corporation ("Soltoro"),
has advised that it has closed $2.5 million of financing brokered by Union
Securities Ltd, ("Union"). This financing was one of the required conditions
Soltoro must complete prior to its acquisition. The acquisition, as announced
on April 20, 2005, if completed, will be the Blue Fyre's qualifying
transaction pursuant to the policies of the TSX Venture Exchange Inc. (the
"Exchange"). As one of the conditions for completing the qualifying
transaction by Blue Fyre, Soltoro has secured a total of $ 2,500,000 in
funding through two separate private placements with approximately
62 subscribers whereby Soltoro issued 2,000,000 common shares at $0.25 per
share and 4,000,000 shares at $0.50. The $0.50 shares are being held in escrow
until closing of the acquisition of Soltoro by Blue Fyre. Union acted as the
agent for both transactions. Union received a commission of 8% in cash of the
total amount raised by both financings and an additional 480,000 broker
warrants equal to 8% of the total shares subscribed for under the financings.
Each warrant entitles Union to purchase a Soltoro share at $0.50 for a period
of 18 months from April 24, 2006.
Under the proposal to acquire Soltoro, the acquisition price for all of
the outstanding shares of Soltoro will be satisfied by the issuance of
13,120,000 common shares in the capital of the Blue Fyre. Blue Fyre will also
assume the obligations for the 480,000 broker's warrants issued to Union and
all of the outstanding allocated and unallocated options of Soltoro,
permitting upon exercise the issue of a maximum 1,310,000 common shares. The
total number of outstanding shares at the closing of the proposed transaction
will be 16,620,000 provided none of the options or broker warrants in Soltoro
or Blue Fyre have been exercised. On a fully diluted basis, there will be
19 million shares outstanding at the close of the qualifying transaction.
The financial overview of Soltoro, prior to the financings and proposed
acquisition is as follows. The unaudited financial statements for the three-
month period ending March 31, 2006, Soltoro had assets and liabilities
totalling $198,742 and $1,623 respectively, no revenues and working capital of
$175,000. Soltoro recorded expenses of $24,931 for the three-month period
ending March 31, 2006. Since its inception in September, 2005, Soltoro has
raised private capital of approximately $335,000. Most of Soltoro's capital
expenditures to date have been directed to exploring its Mexican subsidiary's
"La Tortuga" mineral concession. Soltoro has recorded expenditures of
approximately $118,500 on acquisition and exploration on "La Tortuga" in
Jalisco, Mexico. Soltoro is in the process of carrying out an Induced
Polarization study and a soil sampling program in order to further advance and
expand its understanding of the mineralization on the property.
The management of Soltoro currently consists of Andrew Thomson of
Toronto, Ontario who is the President and Treasurer. Prior to the financings,
Soltoro had 33 shareholders with Andrew Thomson controlling 19.6% of the
shares. Other than Andrew Thomson, no other registered shareholder, acting
independently or in concert, owned more than 10% of the shares of Soltoro.
Soltoro is a mineral exploration company exclusively active in south-
western Mexico through its wholly owned Mexican subsidiary, Soltoro S.A. de
C.V. ("Soltoro Mexico"). Soltoro Mexico holds 100 % title interest to two
separate mineral concessions located in the State of Jalisco, Mexico: El Rayo
& La Tortuga. The entire El Rayo silver-lead-gold concession and a portion of
the La Tortuga copper-gold-silver concession were part of the National Mine
Reserve until denationalization in 1993, at which time, the Mexican Government
privatized a large portion of its governmental mining holdings in order to
encourage their development.
