News

Chihuahua, Mexico -- February 12, 2009 -- Mexoro Minerals Ltd. Signs Definitive Agreement For Project Financing With Minera Rio Tinto For $9 Million For Its Cieneguita Project. (MXOM.OB) (Frankfurt: OYA1).

Mexoro Minerals is pleased to announce that it has signed a definitive agreement with Minera Rio Tinto to provide funding to the Company, to initiate production at its Cieneguita property, to complete a feasibility study as well as to continue the exploration of its properties. The definitive agreement covers funding of up to USD $9,000,000. The major points of the agreement are as follows:

Minera Rio Tinto ("MRT") and/or its investors will subscribe for up to USD$1 million of a secured convertible debenture at 8% interest (payable in stock or cash). The debenture is convertible into units at $0.60 per unit. Each unit comprises 2 common shares and 1 warrant. Each warrant is exercisable at $0.50 per share for a period of 4 years. The placement will be used for continued exploration of the Company's properties and general working capital. To date, MRT has contributed $600,000 and is expected to continue contributing to Mexoro at the rate of $150,000 per month.

MRT is to provide the necessary working capital to begin and maintain mining operations estimated to be $3,000,000 used for the purpose of putting the Cieneguita property into production. MRT will spend 100% of the money to earn 75% of the net cash flow from production. The agreement will limit the mining to the mineralized material that is available from surface to a depth of 15 meters.

MRT will spend up to USD $5 million to take the Cieneguita property through the feasibility stage. In doing so, MRT will earn a 60% interest in Mexoro's rights to the property. After the expenditure of the $5 million all costs will be shared on a ratio of 60% to MRT and 40% to Mexoro Minerals. If Mexoro elects not to pay its portion of costs after the $5 million has been spent, Mexoro's position shall revert to a 25% carried interest on the property.

MRT is a private Mexican corporation with cash flow from its mining operations located in the states of Sinaloa and Chihuahua, Mexico. MRT has done initial metallurgical testing on the mineralized material at the Cieneguita property and is recovering 92% of the gold and 85% of the silver using a flotation process.

Barry Quiroz, President of Mexoro, states, "This project funding from MRT will provide the financial stability Mexoro needs going forward. It will give Mexoro a strong base to work from and allow it to focus its exploration on its three other promising properties and to acquire new opportunities and attractive projects as well. We expect that this agreement will generate the ongoing cash flow we need so that we will not dilute our existing shareholders with additional financing."

Some terms of the definitive agreement between Mexoro and MRT will require either the consent of Paramount Gold and Silver Corporation or the extinguishment of the convertible debenture owed to Paramount.

About Mexoro:

Mexoro Minerals Ltd. is an exploration stage company focused on exploring for precious metals in the traditionally mineral rich Sierra Madre region of Chihuahua, Mexico, which controls three historical gold-silver mines for which additional exploration has confirmed significant mineral potential. Dana C. Durgin, M. Sc. Economic Geology, has recently calculated an inferred mineralization of 15.25 million tons @ 2.62 g/t gold equivalent on the Cieneguita property. The Company also has claims on additional properties in the state of Chihuahua.

The qualified person who has done the geologic modeling and the resource calculation is Dana C. Durgin, M. Sc. Economic Geology. He is a Certified Professional Geologist (CPG #10364) with the American Institute of Professional Geologists, and a Registered Professional Geologist in Wyoming (PG-2886).

This Press Release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The Company has tried, whenever possible, to identify these forward-looking statements using words such as "anticipates," "believes," "estimates," "expects," "plans," "intends," "potential" and similar expressions. These statements reflect the Company's current beliefs and are based upon information currently available to it. However, no assurance can be given that the bulk sample recoveries will match the preliminary test done by MRT. Also, no assurance may be given that Paramount Gold and Silver Corp. will provide its consent to certain terms of the joint venture agreement or that Mexoro will be able to pay them out. Accordingly, such forward-looking statements involve known and unknown risks, uncertainties and other factors which could cause the Company's actual results, performance or achievements to differ materially from those expressed in or implied by such statements. The Company undertakes no obligation to update or advise in the event of any change, addition or alteration to the information included in this Press Release including such forward-looking statements.

Cautionary Note to US Investors:

All mineral materials have been calculated in accordance with the definition standards on mineral resources and mineral reserves of the Canadian Institute of Mining, Metallurgy and Petroleum referred to in Canadian National Instrument 43-101, commonly referred to as NI 43-101. U.S. SEC reporting requirements for disclosure are governed by SEC Industry Guide 7. NI 43-101 and Industry Guide 7 differ materially.

The United States Securities and Exchange Commission limits disclosure for U.S. reporting purposes to mineral deposits that a company can economically and legally extract or produce. We use certain terms in this press release, such as "reserves," "resources," "geologic resources," "proven," "probable," "measured," "indicated," or "inferred" which may not be consistent with the reserve definitions established by Industry Guide 7. U.S. investors are urged to consider closely the disclosure in our filings with the SEC. You can review and obtain copies from the SEC website at http://www.sec.gov/edgar.shtml

Contact:
Stanley Wunderlich
Consulting for Strategic Growth 1
T: 646-205-7765 (Direct)
T: 800-625-2236 (ext 7770)

Email: swunderlich@cfsg1.com