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Infinito Arranges $18,000,000 Convertible Note Financing To Fund Crucitas Development

on 8/27/2008
    Trading Symbol: TSX-V: IG

    CALGARY, Aug. 27 /CNW/ - Infinito Gold Ltd. (the "Company") announces
that it has agreed to complete a non-brokered private placement of an
aggregate of CDN$18 million principal amount of convertible notes (the
"Notes") with Exploram Enterprises Ltd. ("Exploram") and Auro Investments Ltd.
("Auro"). The Notes mature five years after their date of issue, bear interest
at 11% per year, payable monthly, and are convertible at any time up to
maturity into common shares of the Company at $0.635 per share, being a 15%
premium to the volume weighted average trading price of the shares of the
Company for the previous 10 trading days. The Company has the right to prepay
the Notes, in whole or in part, at any time after 30 months after their date
of issue, subject to the holders' rights to convert before prepayment. The
Notes will include negative covenants, positive covenants and conversion right
adjustment provisions that are typical for transactions of this nature. The
Notes also contain events of default typical to transactions of this nature,
including a breach of the terms of the Notes, cross-defaults with other
indebtedness, bankruptcy, insolvency or receivership proceedings, a change of
control of the Company, a change of business of the Company's Costa Rican
subsidiary and relating to securing a standard regulatory approval within a
certain time frame. A cash structuring fee of 3% of the aggregate principal
amount of the Notes will be paid by the Company to Exploram and Auro,
proportionate to their respective subscriptions. The Company has also agreed
to secure the Notes by a fixed and floating charge over all of the assets of
the Company, if requested over the term of the Notes by Exploram or Auro.
    The funds will be used by the Company to advance the ongoing construction
of the Company's Crucitas mine in Costa Rica as well as for general corporate
    Exploram is the controlling shareholder of the Company and is acquiring
CDN$12,500,000 principal amount of Notes and Auro is a company associated with
Steven Dean, the Chairman of the Company, and is acquiring CDN$5,500,000
principal amount of Notes; therefore, the transaction is a related party
transaction for the purposes of TSX Venture Exchange Policy 5.9. A special
committee of independent directors of the Company was struck to consider and
negotiate the terms of the transaction.
    The issue and sale of the Notes is subject to acceptance of the TSX
Venture Exchange.

    Caution Regarding Forward-Looking Information and Statements

    Certain statements in this press release address future events and
conditions and, as such, involve known and unknown risks, uncertainties and
other factors which may cause the actual results, performance or achievements
to be materially different from any future results, performance or
achievements expressed or implied by the statements. These factors include,
among others, the inherent risks involved in the exploration and development
of mineral properties, the uncertainties involved in interpreting drilling
results and other geological data, fluctuating metal prices, the possibility
of project cost overruns or unanticipated costs and expenses, uncertainties
relating to the availability and costs of financing needed in the future, the
possibility that all necessary governmental and regulatory approvals will not
be received, and the availability of a qualified workforce and third party
contractors necessary for the development and operation of a mine. The Company
undertakes no obligation to update these forward-looking information or
statements if circumstances or management's estimates or opinions should
change. The reader is cautioned not to place undue reliance on forward-looking
information or statements.



    John Morgan

    "The TSX Venture Exchange does not accept responsibility for the adequacy
    or accuracy of this release."

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