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This Information Statement is furnished to the stockholders of Alto Group Holdings, Inc., a Nevada corporation (the
“Company” or “Seller”), in connection with action taken by our board of directors and the holders of a majority in interest of our voting capital stock to transfer, sell and assign to Helmer Di
rectional Drilling Corp. (“EXLA” or “Buyer”), assets of the Company relating to certain interests in the Great Excelsior Mine (“Excelsior Mine”), which interests consist of 60 lode mining claims(also sometimes referred to as the “Excelsior Claims”) in Northeast Washington (collectively, the “Assets”), in exchange for 149,365,246 common shares of EXLA (the “Shares”). Such transaction is hereafter referred to as the (“Asset Sale”). The foregoing actions have been ratified by the written consent of the holders of a majority in interest of our voting capital stock, consisting of our outstanding common stock, outstanding Series C Preferred Stock, as well as our board of directors, by written consent on March 14, 2013. We anticipate that a copy of this Definitive Information Statement will be mailed to our shareholders as of the date hereof.The Excelsior Claims are owned by Alto Cascade Resources, LLC, a Utah limited liability company and a wholly-owned subsidiary of the Company. The Buyer is a Nevada corporation that is listed for trading on the OTCQB and is controlled by Doug McFarland our Chief Executive Officer, Chairman of the Board,and controlling shareholder of the Company. Additionally, Mr.McFarland has also been appointed Chief Executive Officer, and Chairman of the Board of EXLA as a result of the Asset Sale.
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