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Gold/Mining/Energy : MONETA PORCUPINE ME.t

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To: Robert Saito who wrote ()10/11/1997 6:51:00 PM
From: Robert Saito   of 440
 
Moneta Porcupine Mines Inc.
ME TSE

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October 10, 1997

Property Transaction
ALTO MINERALS INC. ("ATO")
MONETA PORCOPINE MINES INC. ("ME-T")
- Property Transaction

The Vancouver Stock Exchange has accepted for filing an Assignment Agreement dated April 9, 1997 and the Amendment Agreement dated August 12, 1997, between Alto Minerals Inc. (the 'Company'), M.V. White & Associates Ltd. (principal: Michael V. White, 'MV White'), and Moneta Porcupine Mines Inc. ('Moneta'). The Company has acquired the interest of MV White in an Option Agreement dated March 10, 1997 between MV White and Moneta whereby MV White acquired the option to acquire up to 65% of Moneta's interest in the following properties (the 'Garrison Properties') located in the Larder Lake Mining Division, Ontario:

1. Sixteen (16) claims pursuant to an option agreement between Moneta and Jonpol Explorations Ltd. and T&H Resources Ltd. whereby Moneta has an option to earn up to a 75% interest in the claims known as the Brydges Claims and the Linton Claims;

2. Eighty-four (84) claim units in the Garrison township beneficially owned by Moneta, known as the Moneta Claims;

3. Forty-three (43) claim units in the Rand, Lampugh and Harker townships beneficially owned by Moneta, known as the Rand claims.

As consideration for the execution of the Assignment Agreement by MV White and Moneta, the Company has agreed to pay the following consideration:

a. The Company will pay to MV White the sum of $10,000 and will issue to MV White 100,000 common shares of the Company after obtaining regulatory approval of the Assignment Agreement. In addition, the Company will deliver a share purchase warrant entitling MV White to acquire up to 50,000 common shares of the Company for a period of two (2) years at a price of $0.50 per share.

b. The Company will issue to Moneta 50,000 common shares of the Company and a share purchase warrant entitling Moneta to acquire up to 50,000 common shares of the Company for a period of two (2) years at a price of $1.00 per share.

c. In addition, the Company has agreed to pay to Moneta, on the first and second anniversary of the date of the Agreement, the lesser of :

i.) 125,000 common shares at a deemed price of $0.40 per share;

ii.) the number of shares having a total value of $50,000 based on the price per share calculated as the 30 day trading average closing price of the shares of the Company on the VSE for the 30 trading days immediately prior to the first and second anniversaries of the Agreement.

The issuance of the common shares in c i.) & c ii.) are each subject to the VSE acceptance of a Geological Report recommending exploration and/or development work to be completed on the Property.
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