Zoloto Resources Ltd. Equity Financing And Transaction With Grafton Resource Investments Ltd. by 24hgold

Keywords : Gold | Gold Producer | London |


Dear 24hGold,	November 25, 2008

Zoloto Resources Announces Equity Financing And Transaction With Grafton Resource Investments Ltd Zoloto Resources Ltd. ("Zoloto" or the "Company") (TSX Venture: ZR) announces the completion of the first tranche of a non-brokered private placement transaction with Grafton Resource Investments Ltd. ("Grafton"), an arm's-length party. Grafton has subscribed pursuant to a non-brokered private placement for an aggregate of 1,700,000 common shares of Zoloto at a price of CDN$0.15 per common share, raising total gross proceeds of CDN$255,000 to Zoloto. Zoloto and Grafton expect to complete a second tranche of the private placement to raise additional proceeds of CDN$255,000 to Zoloto in the next few weeks. The proceeds of the private placement will be used for working capital purposes. In addition, subject to TSX Venture Exchange approval, Zoloto and Grafton expect to complete a share exchange transaction, whereby Zoloto will issue to Grafton 15,000,000 common shares of Zoloto at a price of $0.15 per Zoloto share. In return, Zoloto will receive the equivalent of CDN$2.25 million in Grafton shares. The number of shares of Grafton that Zoloto will receive in connection with the share exchange will be determined by the net asset value of the fund at the time of the closing of the share exchange transaction. Zoloto expects that the Grafton shares will provide the Company with a source of additional working capital through Zoloto's sale of such shares in the short to medium term. The common shares of Zoloto issued to Grafton pursuant to the private placement described above are subject to a four-month hold period expiring on March 26, 2009. Grafton owned 6,040,000 Zoloto shares immediately prior to the completion of the first tranche of the private placement. Following the completion of the second tranche and the share exchange, Grafton is expected to own approximately 19.6% of Zoloto's shares outstanding. Grafton is a Caymanian closed end fund managed by Newland Fund Management LLP of London, England and was incorporated for the purpose of capital gains appreciation in the medium term from investments in the natural resource sector. About Zoloto Resources Zoloto is a gold exploration company whose primary focus is to become a mid-tier gold producer through the advancement of its gold exploration properties in the Russian Federation. In addition, Zoloto's management will continue to evaluate acquisition opportunities within the Russian Federation. Zoloto's philosophy is to unlock shareholder value in a socially and environmentally responsible manner. Tim Petterson Director For more information please contact: Alan Tenenbaum/Yana Bobrovskaya Investor Relations Zoloto Resource Ltd. Phone: (604) 608-0223 Fax: (604) 608-0344 This news release contains forward-looking information which is not comprised of historical facts. Forward-looking information involves risks, uncertainties and other factors that could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information. Forward looking information in this news release includes, but is not limited to, the Company's objectives, goals or future plans, and its expectations with respect to the completion of the second tranche of the private placement with Grafton and the future value of the Grafton shares, such shares being a future source of working capital, and the liquidity of the Grafton shares. Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to, those risks set out in the Company's public documents filed on SEDAR. Although the Company believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law. The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release....


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