B&A Mineracao S.A.

September 13, 2012 18:39 ET

B&A Mineracao S.A.: Acquisition of Securities of Rio Verde Minerals Development Corp.

SÃO PAULO, BRAZIL--(Marketwire - Sept. 13, 2012) - B&A Mineração S.A. ("B&A"), Av. Juscelino Kubistchek, 1830, Tower 1, 12th Floor, São Paulo, SP 04543-900 Brazil, announces that, it has acquired beneficial ownership of and control or direction over 12,041,786 ordinary shares (each, an "Ordinary Share") of Rio Verde Minerals Development Corp. (the "Company") from its controlling shareholder, BTG Equity Investments LLP ("BTG") (the "Transaction").

Prior to the closing of the Transaction, B&A beneficially owned 24,226,190 Ordinary Shares, representing approximately 19.9% of the issued and outstanding Ordinary Shares on an undiluted basis.

Following the closing of the Transaction, B&A beneficially owns and exercises control or direction over 36,267,976 Ordinary Shares, representing approximately 29.83% of the issued and outstanding Ordinary Shares on an undiluted basis.

The Transaction was a private transaction completed outside of Canada and outside of any market or other facility. B&A paid BTG approximately CDN$0.415 per share for aggregate consideration of approximately CDN$5,000,000 pursuant to the Transaction.

B&A acquired the foregoing Ordinary Shares for investment purposes. B&A may, in the future, increase or decrease its ownership of securities of the Company, directly or indirectly, from time to time depending on the business and prospects of the Company and future market conditions.

Prior to the Transaction, AGN Agroindustrial, Projetos e Participações ("AGN") formed and funded B&A and transferred the foregoing 24,226,190 Ordinary Shares to B&A. Reference is made to the press release of AGN dated June 28, 2012 which discloses its shareholdings in the Company prior to giving effect to the foregoing and provides details of an investor rights agreement between AGN and the Company which has been assigned by AGN to B&A.

As of the date hereof, the sole shareholders of B&A are BTG (its controlling shareholder) and AGN.

An early warning report (the "EWR") will be filed on SEDAR and will be available for review at www.sedar.com under the Company's profile. A copy of the EWR can be obtained from the contact below.

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