Riverstone Resources Inc.

Riverstone Resources Inc.

April 29, 2008 11:21 ET

Riverstone Grants Financing and Option Rights to Teck Cominco

VANCOUVER, BRITISH COLUMBIA--(Marketwire - April 29, 2008) - Riverstone Resources Inc. ("Riverstone") (TSX VENTURE:RVS)(FRANKFURT:3RV) is pleased to announce that it has entered into a Memorandum of Understanding with Teck Cominco Limited ("Teck Cominco"), pursuant to which Teck Cominco will subscribe for 3.5 million units of Riverstone on a private placement basis at a price of $0.60 per unit (the "Placement"). Each unit will comprise one share and one share purchase warrant exercisable for a period of two years from the date of issue to acquire one additional common share at a price of $1.20. The agreement is subject to certain terms and conditions including TSX Venture Exchange approval and due diligence by Teck Cominco.

In consideration of the Placement, Riverstone will grant to Teck Cominco a five year option to earn up to a 51% in the Company's interest in its Liguidi Malguem ("Liguidi") gold property in Burkina Faso, West Africa through work expenditures of up to $8 million.

"We are delighted to welcome Teck Cominco as a shareholder and joint venture partner," said M.D. McInnis, President and CEO of Riverstone. "Teck Cominco is an acknowledged leader in the mining industry and this business arrangement will help accelerate the development of our projects in Burkina Faso. This is Teck Cominco's first venture into Burkina Faso and we are looking forward to a mutually beneficial relationship."

Prior to subscription for the Placement, Teck Cominco has agreed, upon receipt of TSX Venture Exchange approval, to advance to Riverstone $300,000 as a non-interest bearing loan prior to completion of due diligence within 30 days. Teck Cominco can elect to extend its due diligence period from 30 to 45 days by advancing a further $200,000 to Riverstone. Such advances shall be considered part of the subscription cost for the Placement. If Teck Cominco does not elect to proceed with the Placement and Option, the amounts advanced to Riverstone will be repayable within six months in cash or, at Riverstone's election, by the issuance of Riverstone shares.

Provided Teck Cominco is satisfied after completing its due diligence, Teck Cominco would proceed with subscription for the Placement in two equal tranches of $1,050,000 each. The second tranche will be completed upon transfer of the permit into Riverstone's Burkinabe subsidiary. Riverstone will be obliged to spend a minimum of 25% of the Placement proceeds on an initial work program on the Liguidi property within 12 months of the initial Placement tranche.

Following the results of the initial work program, Teck Cominco will be entitled to acquire an initial 35% interest in the Liguidi property by exercising sufficient share purchase warrants to provide Riverstone with at least $2 million for general corporate purposes and by incurring an aggregate of $4 million in expenditures over 3 years, including not less than $750,000 in year one of the option period.

After acquiring a 35% interest in the property, Teck Cominco will have the right to acquire a further 16% interest in the property (for an aggregate 51%) by funding an additional $4 million in expenditures on the property during the fourth and fifth years of the option.

After earning a 51% interest or, if Teck Cominco elects to cease sole funding, after earning a 35% interest, the property will be explored and developed as a corporate joint venture with each party contributing its pro rata share of expenditures. A party whose interest in the joint venture falls below 10% due to dilution caused by failure to fund its pro rata share of expenditures, shall have its interest converted to a 5% net profits royalty.

After the private placement is completed, Teck Cominco will have a right to participate in future equity financings of Riverstone on the same terms as arm's length investors to maintain its percentage shareholdings on a non-diluted basis until the earlier of termination or formation of a joint venture.

The entire agreement is subject to TSX Venture Exchange approval. Teck Cominco is not obligated to proceed with the Placement or to acquire the Option unless it is satisfied that the Liguidi property meets its criteria for investment.

Riverstone has earned an 80% interest in the Liguidi property from Orex Ressources SARL, a Burkinabe private company, and holds its interest through a joint venture company. Recent work at Liguidi has resulted in the discovery of several anomalous rock boulder zones up to 1 km in length within a 13 km gold-in-soils geochemical anomaly (see news release dated February 11, 2008).


Michael D. McInnis, P.Eng., President & CEO

Certain statements made and information contained in this news release and elsewhere constitutes "forward-looking information" within the meaning of Canadian securities acts. Forward-looking statements are subject to a variety of risks and uncertainties which could cause actual events or results to differ from those reflected in the forward-looking statements, including, without limitation, risks and uncertainties relating to the interpretation of drill results and the estimation of mineral resources, the geology, grade and continuity of mineral deposits, the possibility that future exploration, development results will not be consistent with the Company's expectations, accidents, equipment breakdowns, title matters and surface access, labour disputes, the potential for delays in exploration activities, the potential for unexpected costs and expenses, commodity price fluctuations, currency fluctuations, failure to obtain adequate financing on a timely basis and other risks and uncertainties, including those described under Risk Factors in each management discussion and analysis. In addition, forward-looking information is based on various assumptions including, without limitation, the expectations and beliefs of management, the assumed long term price of gold, that the Company will receive required permits and access to surface rights, that the Company can access financing, appropriate equipment and sufficient labour and that the political environment within Burkina Faso will continue to support the development of environmentally safe mining projects. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements. Accordingly, readers are advised not to place undue reliance on forward-looking statements.

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

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