Audeamus Capital Corp.

February 10, 2011 18:58 ET

Audeamus Capital Corp.: News Release

CALGARY, ALBERTA--(Marketwire - Feb. 10, 2011) - This announcement relates to the holdings of Audeamus Capital Corp. ("ACC") in RIA Resources Corp. (TSX VENTURE:RIA) ("RIA").

On February 9, 2011, ACC acquired ownership and control of 1,400,000 common shares ("Common Shares") of RIA as a result of the subscription from treasury for Common Shares of RIA at price of $0.10 per Common Share and acquired ownership and control of a $166,303.35 principal amount convertible debenture (the "Convertible Debenture") of RIA (collectively the "Transaction"). The Convertible Debenture is convertible into Common Shares of RIA at a conversion price of $0.115 per Common Share. Prior to the Transaction, ACC did not own or control any Common Shares or securities convertible into Common Shares of RIA. Immediately after the Transaction, ACC, directly, has ownership or control of an aggregate of 1,400,000 Common Shares of RIA and the Convertible Debenture, representing approximately 7.71% of the issued and outstanding Common Shares of RIA, or 14.51% assuming conversion of entire principal amount of the Convertible Debenture.

The Common Shares were acquired privately pursuant to the terms of a Subscription Agreement dated February 9, 2011 between ACC and RIA. The Convertible Debenture became convertible into Common Shares pursuant to the terms of a Debenture Amending Agreement signed February 9, 2011 between ACC and RIA. ACC acquired the above noted Common Shares and Convertible Debenture for investment purposes and ACC may, depending on market and other conditions, increase its beneficial ownership, control or direction over the Common Shares or other securities of the Issuer, through market transactions, private agreements, treasury issuances, exercise of convertible securities or otherwise.

ACC will be filing a report under National Instrument 62-103 – The Early Warning System of the Canadian Securities Administrators in connection with the Transaction. For further information and to obtain a copy of such report please see contact information.

"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."

Contact Information

  • Audeamus Capital Corp.
    Todd R. Dear
    Senior Legal Counsel
    (403) 234-3247
    or
    Audeamus Capital Corp.
    400, 630 - 8th Avenue SW
    Calgary, Alberta T2P 1G6