Riverstone Resources Inc.

Riverstone Resources Inc.

March 12, 2010 16:21 ET

Riverstone Resources Inc. Announces Bought Deal Private Placement Financing of $9,654,000

VANCOUVER, BRITISH COLUMBIA--(Marketwire - March 12, 2010) -


Riverstone Resources Inc. (TSX VENTURE:RVS)(FRANKFURT:3RV) ("Riverstone" or the "Company") is pleased to announce that it has entered into an agreement with Fraser Mackenzie Limited ("Fraser Mackenzie"), on behalf a syndicate of underwriters led by Fraser Mackenzie and including Macquarie Capital Markets Canada Ltd. and PI Financial Corp., pursuant to which the underwriters have agreed to purchase 16,090,000 units of the Company on a bought deal basis, at a price of $0.60 per unit for aggregate gross proceeds to the Company of approximately $9.65 million. Each Unit will consist of one common share (a "Common Share") and one-half of one common share purchase warrant (each whole purchase warrant, a "Warrant"). The securities are subject to customary securities legislation hold periods.

Each Warrant will entitle the holder to acquire one Common Share at a price of $0.85 for a period of 18 months from the date of closing. 

The offering is scheduled to close on or about March 26, 2010. The offering is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange and the securities regulatory authorities.

The proceeds of the offering will be used for further exploration and development of the Company's projects in Burkina Faso and for general corporate purposes.

The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdictions in which such offer, solicitation or sale would be unlawful. Any offering made will be pursuant to available prospectus and registration exemptions and restricted to persons to whom the securities may be sold in accordance with the laws of such jurisdictions and by persons permitted to sell the securities in accordance with the laws of such jurisdictions.

About Riverstone

Riverstone Resources Inc. is active in gold exploration in Burkina Faso, West Africa, where the company holds an extensive portfolio of six high quality exploration permits covering 2,300 square kilometres. For further information about the company and its activities, please refer to the company's website at www.riverstoneresources.com and under the Company's profile at www.sedar.com.

Forward Looking Statements

Certain statements made and information contained in this news release and elsewhere constitutes "forward-looking information" within the meaning of the Ontario Securities Act. 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.


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

Neither 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.

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