Soho Resources Announces Consolidation and Private Placement

Soho Resources Corp. (TSX.V: SOH) (OTCQX: SOHFF)
Shares Issued: 213,092,676

VANCOUVER, Dec. 24, 2012 /CNW/ - Soho Resources Corp. (TSX VENTURE: SOH) ("Soho" or the "Company") announces that at the Company's Annual General and Special Meeting of shareholders held on December 21, 2012, shareholders of the Company unanimously approved a consolidation (the "Consolidation") of the shares of the Company on the basis of up to an 8 (old) for 1 (new) share, and authorized the Directors of the Company to implement the Consolidation, and to determine the exact  consolidation ratio and the timing of any Consolidation, in their sole discretion.

The Company's board of directors proposes to proceed with the Consolidation on a 8 (old) for 1 (new) basis. As of the date hereof, the Company has 213,092,676 common shares issued and outstanding. After giving effect to the Consolidation, the Company would have approximately 26,636,584 common shares issued and outstanding.

Name Change
Concurrent with the consolidation of the shares, the Company intends to change its name to "Telson Resources Inc."

Private Placement
The Company also announces that it has negotiated a private placement (the "Private Placement") of up to 6 million post-Consolidation units at a price of $0.10 per unit (each a "Unit") for total gross proceeds of up to $600,000.  Each Unit will consist of one post-Consolidation common share (each a "Share") and one half of a transferable share purchase warrant.  Each one whole warrant (a "Warrant") will be exercisable into one additional post-Consolidation common share (a "Warrant Share") of the Company at a price of $0.10 per Warrant Share for a period of 2 years from the date of closing of the Private Placement.

The Company may pay finder's fees in connection with portions of the offering. The Offering is subject to the approval of the TSX Venture Exchange.

The Company anticipates closing of the Offering and Consolidation as soon as practicable, subject to receipt of all necessary regulatory approvals.

The net proceeds from the Offering will be used to fund its Mexican exploration activities supporting its flagship Tahuehueto property in Durango, Mexico, and for general working capital.

ON BEHALF OF THE BOARD OF DIRECTORS

(signed) "Ralph Shearing"

Ralph Shearing, President/CEO

"Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release." 

WARNING: The Company relies upon litigation protection for "forward-looking" statements. This News Release may contain forward-looking statements including but not limited to comments regarding the timing and content of up-coming work programs, geological interpretations, receipt of property titles, potential mineral recovery processes, etc. Forward-looking statements address future events and conditions and therefore involve inherent risks and uncertainties. Actual results may differ materially from those currently anticipated in such statements.

SOURCE Soho Resources Corp.