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

on 8/29/2008
    Trading Symbol: TSX-V: IG

    CALGARY, Aug. 29 /CNW/ - Infinito Gold Ltd. (the "Company") announces
that it has completed the 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")
announced on August 27, 2008. The Notes mature on August 29, 2013, 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. 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 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. Cash structuring fees
aggregating $540,000, or 3% of the aggregate principal amount of the Notes,
were be paid to Exploram and Auro, in proportion 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 proceeds will be used to advance the ongoing construction of the
Company's Crucitas mine in Costa Rica as well as for general corporate
purposes. The Company completed the financing promptly as the funds were
needed urgently to pay certain expenses.
    The Notes and the shares issuable upon conversion of the Notes are
subject to a hold period expiring on December 30, 2008.
    Exploram is the controlling shareholder of the Company and acquired
CDN$12,500,000 principal amount of Notes and Auro is a company associated with
Steven Dean, the Chairman of the Company, and acquired 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.

    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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